Exhibit 10.1
AGREEMENT OF DEFINITIONS
by and among
NISSAN MOTOR ACCEPTANCE CORPORATION
NISSAN AUTO LEASING LLC II
NISSAN AUTO LEASE TRUST 2003-A
NISSAN-INFINITI LT
NILT TRUST
NILT, INC.
WILMINGTON TRUST COMPANY
US BANK NATIONAL ASSOCIATION
Dated as of October [__], 2003
AGREEMENT OF DEFINITIONS
This Agreement of Definitions ("Agreement of Definitions"), dated as
of October [__], 2003, is by and among Nissan Auto Lease Trust 2003-A, as issuer
(the "Issuer"), 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," respectively) and U.S. Bank National Association, a national
banking association ("U.S. Bank"), as trust agent and indenture trustee (in such
capacity, the "Trust Agent" and the "Indenture Trustee," respectively).
RECITALS
A. Pursuant to the Amended and Restated Trust and Servicing
Agreement, dated as of August 26, 1998 (the "Titling Trust Agreement"), among
the Grantor, the Servicer, the Trustee, the Owner Trustee, and the Trust Agent,
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"), by and among the UTI Beneficiary, the Servicer, and the
Issuer, 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 such Trust Assets;
D. The parties hereto desire to supplement the Titling Trust
Agreement (as so supplemented by the 2003-A SUBI Supplement, the "SUBI Trust
Agreement") to create a SUBI (the "2003-A SUBI");
E. The parties hereto desire to identify and allocate to the
2003-A SUBI a separate portfolio of Trust Assets consisting of leases (the
"2003-A Leases") and certain other related Trust Assets and the vehicles that
are leased under the 2003-A Leases (the "2003-A Vehicles");
F. The parties hereto also desire that the Titling Trust issue to
NILT Trust a certificate evidencing a 100% beneficial interest in the 2003-A
SUBI (the "2003-A SUBI Certificate");
G. NILT Trust will transfer the 2003-A SUBI Certificate and the
2003-A SUBI Assets evidenced thereby to NALL II pursuant to the SUBI Certificate
Transfer Agreement, dated as of October [__], 2003 (the "SUBI Certificate
Transfer Agreement"). NALL II will further transfer the 2003-A SUBI Certificate
and the 2003-A SUBI Assets evidenced thereby to the Issuer pursuant to the Trust
SUBI Certificate Transfer Agreement, dated as of October [__], 2003 (the "Trust
SUBI Certificate Transfer Agreement").
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H. Pursuant to the Indenture, dated as of October [__], 2003 (the
"Indenture"), by and between the trust and the Indenture Trustee, the Issuer
will (i) issue $240,300,000 aggregate principal amount of [____]% Asset Backed
Notes, Class A-1 (the "Class A-1 Notes"), $277,000,000 aggregate principal
amount of [___]% Asset Backed Notes, Class A-2 (the "Class A-2 Notes"),
$[______] aggregate principal amount of Floating Rate Asset Backed Notes, Class
A-3a (the "Class A-3a Notes"), and $[______] aggregate principal amount of
[___]% Asset Backed Notes, Class A-3b (the "Class A-3b Notes," and, together
with the Class A-1 Notes, the Class A-2 Notes, and the Class A-3a Notes, the
"Notes"); and (ii) pledge the 2003-A SUBI Certificate and the 2003-A SUBI Assets
evidenced thereby 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
2003-A SUBI Certificate to the Indenture Trustee for the benefit of the holders
of the Notes;
K. The parties hereto have agreed to enter into this Agreement of
Definitions in an effort to establish and agree upon a single set of definitions
for any capitalized term used and not otherwise defined in any documents
executed in connection with the 2003-A SUBI if such document references this
Agreement of Definitions.
NOW, THEREFORE, in consideration of the parties' mutual agreement to
rely upon the definitions contained herein in the interpretation of certain of
the Basic Documents (as defined herein), the parties hereto agree as follows:
Section 1.01. Definitions. In the event of any conflict or
inconsistency between a definition set forth both herein and in any of the Basic
Documents, the definitions set forth in each such Basic Document shall prevail
with respect to such Basic Document. For all purposes of this Agreement of
Definitions, except as otherwise expressly provided or unless the context
otherwise requires, (i) terms used in this Agreement of Definitions include, as
appropriate, all genders and the plural as well as the singular, (ii) the term
"include" and all variations thereof mean "include without limitation," (iii)
the term "or" means "and/or," (iv) the term "proceeds" has the meaning ascribed
to such term in the UCC, (v) any reference herein to an agreement includes any
amendment, supplement or restatement thereof, (vi) any reference herein to any
person includes, as applicable, any successors and permitted assigns of that
person, and (vii) any reference herein to any statute means that statute, as it
has been amended, and including all rules and regulations promulgated
thereunder.
Whenever any agreement relates to the Basic Documents or to the
transactions contemplated by the Basic Documents, subject to the preceding
paragraph, the capitalized terms used without definition in such agreement shall
have the following meanings:
"Accountant" means a firm of public accountants of nationally
recognized standing.
"Accounts" means the Note Distribution Account and the Reserve
Account.
"Accrual Period" means (i) with respect to any Payment Date and the
Class A-1 Notes and the Class A-3a Notes, the period from and including the
immediately preceding Payment Date to but excluding the current Payment Date,
or, in the case of the first Payment Date or if no interest has yet been paid,
from and including the Closing Date to, but excluding, the first Payment Date
and (ii) with respect to any Payment Date and the Class A-2 Notes and the Class
A-3b Notes, the period from and including the 15th day of each month to but
excluding the 15th day of the immediately succeeding month, or with respect to
the first Payment Date, from and including the Closing Date to, but excluding,
the first Payment Date.
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"Act" has the meaning set forth in Section 11.03(a) of the
Indenture.
"Administrative Agent" means NMAC, as Administrative Agent under the
Trust Administration Agreement.
"Administrative Charge" means, with respect to any Lease, any
payment (whether or not part of the fixed monthly payment) payable to the
related Lessor representing a late payment fee, an Extension Fee, an allocation
to the related Lessee of insurance premiums, sales, personal property or excise
taxes or any other similar charge, plus any disposition fee, with respect to any
Lease or Leased Vehicle.
"Administrative Lien" means a first lien upon any Certificate of
Title deemed necessary and useful by the Servicer or by the UIT Beneficiary and
the Servicer solely to provide for delivery of title documentation to the
Titling Trustee or its designee.
"Advance" means a Sales Proceeds Advance or a Monthly Payment
Advance, as the context may require.
"Affiliate" of any Person means any other Person that (i) directly
or indirectly controls, is controlled by or is under common control with such
Person (excluding any trustee under, or any committee with responsibility for
administering, any employee benefit plan) or (ii) is an officer, director,
member or partner of such Person. For purposes of this definition, a Person
shall be deemed to be "controlled by" another Person if such Person possesses,
directly or indirectly, the power (i) to vote 5% or more of the securities (on a
fully diluted basis, having ordinary voting power for the election of directors,
members or managing partners of such Person) or (ii) to direct or cause the
direction of the management and policies of such Person, whether by contract or
otherwise.
"Aggregate Certificate Balance" means, as of any date, the aggregate
principal amount of the Trust Certificates as of such date.
"Agreement of Definitions" means this Agreement of Definitions.
"Assets" has the meaning set forth in Section 2.01 to the SUBI
Certificate Transfer Agreement.
"Assignee-Secured Party" U.S. Bank, acting in such capacity under
the Control Agreement.
"Auction Proceeds" means, with respect to a Collection Period, all
amounts received by the Servicer in connection with the sale or disposition of
any vehicle which is sold at auction or otherwise disposed of by the Servicer
during such Collection Period, other than Insurance Proceeds.
"Authenticating Agent" means any Person authorized by the Indenture
Trustee to act on behalf of the Indenture Trustee to authenticate and deliver
the Notes or any Person authorized by the Owner Trustee to act on behalf of the
Owner Trustee to authenticate and deliver the Trust Certificates, as the context
may require.
"Authorized Newspaper" means a newspaper of general circulation in
The City of New York, printed in the English language and customarily published
on each Business Day, whether or not published on Saturdays, Sundays, and
holidays.
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"Authorized Officer" means (a) with respect to the Issuer, (i) any
officer of the Owner Trustee who is authorized to act for the Owner Trustee in
matters relating to the Issuer and who is identified on the list of Authorized
Officers delivered by the Owner Trustee to the Indenture Trustee on the Closing
Date and (ii) so long as the Trust Administration Agreement is in effect, the
President, any Vice President, the Treasurer, any Assistant Treasurer, the
Secretary, and any Assistant Secretary of the Administrative Agent, and (b) with
respect to the Servicer, the President, any Vice President, the Treasurer, any
Assistant Treasurer, the Secretary, and any Assistant Secretary of the Servicer.
"Automotive Lease Guide" means the publication of such name which
includes residual factors or any successor publication.
"Available Funds" means, for any Payment Date and the related
Collection Period, the sum of the following amounts: (i) SUBI Collections, (ii)
Advances, (iii) in the case of an Optional Purchase, the Optional Purchase Price
and (iv) Cap Payments and Cap Termination Payments made by the Cap Provider to
the Issuer.
"Available Funds Shortfall Amount" means, for any Payment Date and
the related Collection Period, the amount, if any, by which Available Funds are
less than (i) the Servicer Monthly Payment and (ii) the amount necessary to make
the distributions in clauses (i) through (ii) of Section 8.04(a) of the
Indenture, except that the Optimal Principal Distributable Amount rather than
the Monthly Principal Distributable Amount shall be used for purposes of clause
(ii).
"Available Principal Distribution Amount" means, for any Payment
Date and the related Collection Period, an amount equal to the sum of the amount
of (i) Available Funds remaining after the Servicer has been paid the Payment
Date Advance Reimbursement and the Servicing Fee (together with any unpaid
Servicing Fees in respect of one or more prior Collection Periods) and accrued
interest has been paid on the Notes and (ii) the Reserve Account Draw Amount
remaining after accrued interest has been paid on the Notes.
"Back-Up Event" means that a court of competent jurisdiction has
made a determination or ruling that has the effect of allowing realization on
the security intended to be provided to the Indenture Trustee by the Transfer
Documents only if such transactions are deemed to constitute a loan by any or
all of the Securityholders, secured directly by a pledge of the 2003-A SUBI
Assets or any interest therein (rather than by the 2003-A SUBI Certificate and
the beneficial interest in the 2003-A SUBI Assets represented thereby).
"Back-up Security Agreement" means the security agreement, dated as
of October [__], 2003, among NMAC, the Titling Trust, NILT Trust, the
Transferor, the Issuer, and the Indenture Trustee.
"Bankruptcy Code" means the United States Bankruptcy Code, 11 U.S.C.
Section 101 et seq.
"Basic Documents" means the Servicing Agreement, the SUBI Trust
Agreement, the Trust Agreement, the Trust Administration Agreement, the
Indenture, the SUBI Certificate Transfer Agreement, the Trust SUBI Certificate
Transfer Agreement, the Control Agreement, the Underwriting Agreement, the
Back-up Security Agreement, the 2003-A SUBI Certificate, the Interest Rate Cap
Agreement, and the Securities.
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"Basic Servicing Agreement" means the servicing agreement, dated as
of March 1, 1999, among the Titling Trust, NILT Trust, the UTI Beneficiary, and
NMAC, as servicer.
"Beneficiaries" means, collectively, the Related Beneficiaries of
all Sub-Trusts, and "Beneficiary" means any of such Beneficiaries.
"Benefit Plan" means (i) an employee benefit plan, as defined in
Section 3(3) of ERISA, that is subject to Title I of ERISA, (ii) a "plan" as
defined in Section 4975(e)(1) of the Code that is subject to Section 4975 of the
Code or (iii) an entity whose underlying assets include "plan assets" by reason
of a plan's investment in the entity (within the meaning of Department of Labor
Regulation 29 C.F.R. Section 2510.3-101) or otherwise (including, for purposes
of this clause, any insurance company general account).
"Book-Entry Notes" means a beneficial interest in the Notes,
ownership and transfers of which shall be made through book entries by a
Clearing Agency as described in Section 2.09 of the Indenture.
"Business Day" means any day other than a Saturday, a Sunday or a
day on which banking institutions in the states of Delaware, California,
Illinois or New York are authorized or obligated by law, executive order, or
government decree to be closed.
"Calculation Agent" means U.S. Bank, acting in such capacity under
the Indenture.
"Calculation Date" means, with respect to any Collection Period, the
15th calendar day of the immediately succeeding Collection Period, or if such
day is not a Business Day, the Business Day immediately preceding such calendar
day.
"Cap Event of Default" means (i) the failure of the Cap Provider to
pay any amount when due under the Interest Rate Cap Agreement after giving
effect to any applicable grace period; (ii) the occurrence of certain events of
insolvency or bankruptcy of the Cap Provider as specified in the Interest Rate
Cap Agreement; and (iii) certain other standard events of default as specified
in the Interest Rate Cap Agreement.
"Cap Payments" means on any Payment Date the amount, if any, then
payable by the Cap Provider to the Issuer, excluding any Cap Termination
Payments.
"Cap Provider" means [_________], as Cap Provider under the Interest
Rate Cap Agreement, or any successor or replacement Cap Provider from time to
time under the Interest Rate Cap Agreement.
"Cap Termination Event" means (i) any Indenture Default that results
in the acceleration of the Notes or the liquidation of the Trust Estate; (ii)
the Indenture is amended or supplemented without the consent of the Cap Provider
in any manner which would adversely affect any of the Cap Provider's rights or
obligations under the Interest Rate Cap Agreement; (iii) the long-term debt
rating of [_________] is reduced to a level below "[___]" by Moody's, "[___]" by
Standard & Poor's or "[__]" by Fitch (if rated by Fitch) or the short-term debt
rating of [_________] is reduced to a level below "[__]" by Moody's, below
"[___]" by Standard & Poor's or "[__]" by Fitch (if rated by Fitch) (or, in
either case, such lower ratings as may be permitted by Moody's, Standard &
Poor's and Fitch without causing a downgrade in the ratings applicable to the
Notes), or is suspended or withdrawn by Moody's, Standard & Poor's or Fitch (if
rated by Fitch), and within 30 days of such reduction, suspension, withdrawal or
notification the Cap Provider has
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failed to otherwise cure such default under the terms of the Interest Rate Cap
Agreement; and (iv) certain standard termination events as specified in the
Interest Rate Cap Agreement including "Illegality," "Force Majeure Event," "Tax
Event" and "Tax Event Upon Merger," each as more fully described in Sections
5(b)(i), 5(b)(ii), 5(b)(iii) and 5(b)(iv) of the Interest Rate Cap Agreement.
"Cap Termination Payment" means any termination payment payable by
the Cap Provider to the Issuer under the Interest Rate Cap Agreement.
"Casualty Termination" as of any date means any Lease that has been
terminated prior to its Maturity Date if the related Leased Vehicle has been
lost, stolen or damaged beyond economic repair.
"Certificate Balance" means, as of any date, the aggregate principal
amount of the Trust Certificates as of such date.
"Certificate Distribution Account" means the account established
pursuant to Section 5.01(a) to the Trust Agreement.
"Certificate Distribution Amount" means, as of any Payment Date, the
amount being distributed to the Trust Certificateholders on such Payment Date.
"Certificate Factor" means, with respect to the Trust Certificates
on any Payment Date, the seven digit decimal equivalent of a fraction, the
numerator of which is the Certificate Balance on such Payment Date (after giving
effect to any payment of principal on such Payment Date), and the denominator of
which is the Certificate Balance on the Closing Date.
"Certificate of Title" has the meaning set forth in the Titling
Trust Agreement.
"Certificate of Trust" means the Certificate of Trust filed for the
Issuer pursuant to Section 3810(a) of the Statutory Trust Statute.
"Certificate Register" and "Certificate Registrar" mean the register
mentioned in and the registrar appointed pursuant to Section 3.04 of the Trust
Agreement.
"Claims" means all liabilities, claims and expenses (including
reasonable legal and other professional fees and expenses).
"Class" means a group of Notes the form of which is identical except
for variation in denomination, principal amount or owner, and references to
"each Class" means each of the Class A-1 Notes, the Class A-2 Notes, the Class
A-3a Notes, and the Class A-3b Notes.
"Class A-1 Interest Rate" means [____]% per annum (computed on the
basis of the actual number of days elapsed, but assuming a 360-day year).
"Class A-1 Note Balance" means, as of any date, the Initial Class
A-1 Note Balance reduced by all payments of principal made on or prior to such
date on the Class A-1 Notes.
"Class A-1 Noteholder" means, as of any date, the Person in whose
name a Class A-1 Note is registered on the Note Register on such date.
"Class A-1 Notes" has the meaning set forth in the preamble to the
Indenture.
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"Class A-2 Interest Rate" means [___]% per annum (computed on the
basis of a 360-day year of twelve 30-day months).
"Class A-2 Note Balance" means, as of any date, the Initial Class
A-2 Note Balance reduced by all payments of principal made on or prior to such
date on the Class A-2 Notes.
"Class A-2 Noteholder" means, as of any date, the Person in whose
name a Class A-2 Note is registered on the Note Register on such date.
"Class A-2 Notes" has the meaning set forth in the preamble to the
Indenture.
"Class A-3a Interest Rate" means LIBOR plus [___]% per annum
(computed on the basis of the actual number of days elapsed, but assuming a
360-day year).
"Class A-3a Note Balance" means, as of any date, the Initial Class
A-3a Note Balance reduced by all payments of principal made on or prior to such
date on the Class A-3a Notes.
"Class A-3a Noteholder" means, as of any date, the Person in whose
name a Class A-3a Note is registered on the Note Register on such date.
"Class A-3a Notes" means has the meaning set forth in the preamble
to the Indenture.
"Class A-3b Interest Rate" means [____]% per annum (computed on the
basis of a 360-day year of twelve 30-day months).
"Class A-3b Note Balance" means, as of any date, the Initial Class
A-3b Note Balance reduced by all payments of principal made on or prior to such
date on the Class A-3b Notes.
"Class A - 3b Notes" has the meaning set forth in the preamble to
the Indenture.
"Class Balance" means, as of any date, the Class A-1 Note Balance,
the Class A-2 Note Balance, the Class A-3a Note Balance, or the Class A-3b Note
Balance, as applicable.
"Clearing Agency" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Exchange Act and shall initially be DTC.
"Clearing Agency Participant" means a broker, dealer, bank, or other
financial institution or other Person for which from time to time a Clearing
Agency effects book-entry transfers and pledges of securities deposited with the
Clearing Agency.
"Closing Date" means October [__], 2003.
"Code" means the Internal Revenue Code of 1986.
"Collateral" has the meaning set forth in Section 2.01(a) of the
Back-up Security Agreement and in the Granting Clause of the Indenture, as the
context may requires.
"Collection Account" means, with respect to any Sub-Trust, the
account created, designated and maintained as such pursuant to Section 4.02 of
the Titling Trust Agreement.
"Collection Period" has the meaning set forth in the Servicing
Agreement.
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"Commission" means the Securities and Exchange Commission.
"Contingent and Excess Liability Insurance Policy" has the meaning
set forth in the Basic Servicing Agreement.
"Contract Residual" means, with respect to any Lease, the expected
value of the related Leased Vehicle at the Maturity Date as established or
assigned by the Servicer at the time of origination of such Lease in accordance
with its customary practices for the purpose of determining the Monthly Payment.
"Control Agreement" means the control agreement, dated as of October
[__], 2003, among the Issuer, the Indenture Trustee, as Indenture Trustee and as
Secured Party, and U.S. Bank, as Securities Intermediary.
"Co-Trustee" has the meaning set forth in the Basic Servicing
Agreement.
"Credit and Collection Policy" has the meaning set forth in the
Basic Servicing Agreement.
"Corporate Trust Office" means the office of the Indenture Trustee
at which at any particular time its corporate trust business shall be
administered, which office at the date of the execution of this Indenture is
located at Wrigley Building, 400 North Michigan Avenue, 2nd Floor, Chicago,
Illinois 60611; or at such other address as the Indenture Trustee may designate
from time to time by notice to the Noteholders and the Issuer, or the principal
corporate trust office of any successor Indenture Trustee (the address of which
the successor Indenture Trustee shall notify the Noteholders and the Issuer).
"Cutoff Date" means the close of business on August 31, 2003.
"Dealer" has the meaning set forth in the Titling Trust Agreement.
"Default" means any occurrence that is, or with notice or lapse of
time or both would become, an Indenture Default.
"Defaulted Lease" means any Lease that (a) by its terms, is
delinquent more than 120 days, (b) by its terms is delinquent less than 120 days
and the Servicer has (i) determined, in accordance with the Credit and
Collection Policy, that eventual payment in full is unlikely or (ii) repossessed
the related Leased Vehicle (including, but not limited to, as a result of the
Lessee's failure to maintain insurance coverage required by the Lease, the
failure of the Lessee to timely or properly perform any obligation under the
Lease, or any other act by the Lessee constituting a default under applicable
law), or (c) received notification that the related Lessee is subject to
bankruptcy proceedings under Chapter 13 under the Bankruptcy Code.
"Defaulted Vehicle" means the Leased Vehicle related to a Defaulted
Lease.
"Definitive Note" means a definitive fully registered Note.
"Delaware Trustee" has the meaning set forth in the preamble to this
Agreement of Definitions.
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"Deposit Date" means, with respect to a Payment Date or Redemption
Date, the close of business on the day immediately preceding such Payment Date
or Redemption Date, as the case may be.
"Depository Agreement" means the agreement among the Issuer, the
Indenture Trustee and DTC, as the initial Clearing Agency, dated as of the
Closing Date, substantially in the form of Exhibit B to the Indenture.
"Designated LIBOR Page" means the display on Bridge Telerate, Inc.
or any successor service or any page as may replace the designated page on that
service or any successor service that displays the London interbank rates on
major banks for U.S. dollars.
"Disposition Expenses" means reasonable out-of-pocket expenses
incurred by the Servicer in connection with the sale at auction or other
disposition of a Leased Vehicle by the Servicer.
"Distribution Account" means either the Note Distribution Account or
the Certificate Distribution Account, as the context may require.
"Distribution Statement" has the meaning set forth in Section
5.02(c) of the Trust Agreement between NALL II and the Owner Trustee.
"DTC" means The Depository Trust Company.
"Early Termination Charge" means, with respect to any 2003-A Lease
that is terminated prior to its Maturity Date, an amount equal to the lesser of
(i) the difference, if any, between (a) the sum of (1) the present value of all
remaining Monthly Payments and (2) the Contract Residual of the related 2003-A
Vehicle and (b) a wholesale value assigned to such 2003-A Vehicle by the
Servicer in accordance with accepted practices in the automobile industry (or by
written agreement between the Servicer, on behalf of the Titling Trust, and the
Lessee) and (ii) the remaining Monthly Payments.
"Early Termination Purchase Option Price" means, with respect to any
2003-A Lease that is terminated prior to its Maturity Date, the amount paid by
the related Lessee or a Dealer to purchase the related 2003-A Vehicle.
"Eligible Account" means an account maintained with a depository
institution or trust company (i) (a) the short-term unsecured debt obligations
of which have the Required Deposit Rating or (b) having a long-term unsecured
debt rating acceptable to each Rating Agency and corporate trust powers and (ii)
which is maintained in a segregated trust account in the corporate trust
department of such depository institution or trust company.
"Entitlement Holder" means, with respect to any financial asset, a
Person identified in the records of the Securities Intermediary as the Person
having a Security Entitlement against the Securities Intermediary with respect
to such financial asset.
"Entitlement Order" means a notification directing the Securities
Intermediary to transfer or redeem a financial asset.
"ERISA" means the Employee Retirement Income Security Act of 1974.
"Excess Amounts" means, as of any Payment Date, the amount remaining
in the 2003-A SUBI Collection Account after the distributions provided for in
clauses (i) through (ii) of Section 8.04(a) of the Indenture have been made.
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"Excess Mileage and Excess Wear and Tear Charges" or "Excess Mileage
Fee" means, with respect to any 2003-A Lease or 2003-A Vehicle, any applicable
charge for excess mileage or excess wear and tear.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
"Executive Officer" means, with respect to any (i) corporation or
depository institution, the Chief Executive Officer, Chief Operating Officer,
Chief Financial Officer, President, Executive Vice President, any Vice
President, the Secretary, or the Treasurer of such corporation or depository
institution, and (ii) partnership, any general partner thereof.
"Expenses" means all liabilities, obligations, losses, damages,
taxes, claims, actions and suits, and any and all reasonable costs, expenses,
and disbursements (including reasonable legal fees and expenses) of any kind and
nature whatsoever.
"Extended Lease" means any Lease that has had its original Maturity
Date extended by the Servicer.
"Extension Fee" means, with respect to any Extended Lease, any
payment required to be made by the Lessee in connection with the extension of
such Lease.
"Financial Asset" has the meaning set forth in Section 8-102(a)(9)
of the New York UCC.
"Fitch" means Fitch, Inc.
"Force Majeure Event" has the meaning set forth in the Basic
Servicing Agreement.
"Grant" means to mortgage, pledge, bargain, sell, warrant, alienate,
remise, release, convey, assign, transfer, create and grant a lien upon and a
security interest in and right of set-off against, deposit, set over and confirm
pursuant to the Indenture, and, with respect to the Collateral or any other
agreement or instrument, shall include all rights, powers and options (but none
of the obligations) of the granting party thereunder, including the immediate
and continuing right to claim for, collect, receive and give receipt for
principal and interest payments in respect of the Collateral and all other
monies payable thereunder, to give and receive notices and other communications,
to make waivers or other agreements, to exercise all rights and options, to
bring Proceedings in the name of the granting party or otherwise and generally
to do and receive anything that the granting party is or may be entitled to do
or receive thereunder or with respect thereto.
"Grantor" has the meaning set forth in the preamble to the Titling
Trust Agreement.
"Holder" has the meaning set forth in the Titling Trust Agreement.
"Indemnified Parties" has the meaning set forth in Section 8.01(a)
to the Trust Agreement.
"Indenture" means the indenture, dated as of October [__], 2003
between the Trust and U.S. Bank, as Indenture Trustee.
"Indenture Default" has the meaning set forth in Section 5.01 of the
Indenture.
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"Indenture Trustee" means U.S. Bank, as Indenture Trustee under the
Indenture.
"Independent" means, when used with respect to any specified Person,
that such Person (i) is in fact independent of the Issuer, any other obligor
upon the Notes, the Administrative Agent and any Affiliate of any of the
foregoing Persons, (ii) does not have any direct financial interest or any
material indirect financial interest in the Issuer, any such other obligor, the
Administrative Agent or any Affiliate of any of the foregoing Persons and (iii)
is not connected with the Issuer, any such other obligor, the Administrative
Agent or any Affiliate of any of the foregoing Persons as an officer, employee,
promoter, underwriter, trustee, partner, director, or Person performing similar
functions.
"Independent Certificate" means a certificate or opinion to be
delivered to the Indenture Trustee under the circumstances described in, and
otherwise complying with, the applicable requirements of Section 11.01(b), made
by an Independent appraiser or other expert appointed by a Trust Order, and such
opinion or certificate shall state that the signer has read the definition of
"Independent" in this Indenture and that the signer is Independent within the
meaning thereof.
"Independent Manager" means an individual who was not, at the time
of such appointment or at any time in the preceding five years: (i) a director,
officer, or employee of any Affiliate of the Transferor (other than any limited
purpose or special purpose corporation or limited liability company similar to
the Transferor); (ii) a person related to any officer or director of any
Affiliate of the Transferor (other than any limited purpose or special purpose
corporation or limited liability company similar to the Transferor); (iii) a
direct or indirect holder of 5% or more of the any voting securities of any
Affiliate of the Transferor; (iv) a person related to a direct or indirect
holder of 5% or more of the any voting securities of any Affiliate of the
Transferor; (v) a material creditor, material supplier, employee, officer,
director, family member, manager or contractor of the Transferor or any of its
Affiliates; or (vi) a person who controls the Transferor or its Affiliates or
any material creditor, material supplier, employee, officer, director, manager,
or material contractor of the Transferor or any of its Affiliates.
"Initial Class A-1 Note Balance" means $240,300,000.
"Initial Class A-2 Note Balance" means $277,000,000.
"Initial Class A-3a Note Balance" means $[_________].
"Initial Class A-3b Note Balance" means $[_________].
"Initial Class Balance" means the Initial Class A-1 Note Balance,
the Initial Class A-2 Note Balance, the Initial Class A-3a Note Balance or the
Initial Class A-3b Note Balance.
"Initial Deposit Amount" means the Issuer's deposit to the Reserve
Account, on or before the Closing Date, of $28,500,106.27.
"Initial Note Balance" means the sum of the Initial Class A-1 Note
Balance, the Initial Class A-2 Note Balance, the Initial Class A-3a Note
Balance, and the Initial Class A-3b Note Balance.
"Initial Secured Party" has the meaning set forth in the preamble to
the Control Agreement.
"Initial Securities Balance" means the initial principal amount of
the Notes and the Trust Certificates.
11
"Initial Trust Certificate Balance" means $185,305,313.53.
"Insurance Expenses" with respect to any 2003-A Vehicle, 2003-A
Lease or Lessee, means any Insurance Proceeds (i) applied to the repair of the
related Leased Vehicle, (ii) released to the related Lessee in accordance with
applicable law or the customary servicing procedures of the Servicer or (iii)
representing other related expenses incurred by the Servicer not otherwise
included in Liquidation Expenses or Disposition Expenses and recoverable by the
Servicer under the SUBI Trust Agreement.
"Insurance Policy" means any insurance policy (including any
self-insurance), including any residual value insurance policy, guaranteed
automobile protection policy, comprehensive, collision, public liability,
physical damage, personal liability, contingent and excess liability, accident,
health, credit, life, or unemployment insurance or any other form of insurance
or self-insurance, to the extent such insurance policy relates to the 2003-A
Vehicles or the ability of a Lessee to make required payments with respect to
the related 2003-A Lease.
"Insurance Proceeds" means, with respect to any 2003-A Vehicle,
2003-A Lease or Lessee, recoveries paid to the Servicer, the Titling Trust or
the Trustee on behalf of the Titling Trust under an Insurance Policy and any
rights thereunder or proceeds therefrom (including any self-insurance and
amounts collected from a Lessee for amounts of deductibles not covered by
Insurance Policies).
"Interest" means, as of any date, the ownership interest of a Trust
Certificateholder (including the Transferor as holder of the Transferor Trust
Certificate) in the Issuer as of such date, including the right of such Trust
Certificateholder to any and all benefits to which such Trust Certificateholder
may be entitled as provided in this Agreement, together with the obligations of
such Trust Certificateholder to comply with all the terms and provisions of this
Agreement.
"Interest Determination Date" means, with respect to any Interest
Period, the day that is two London Business Days prior to the related Interest
Reset Date.
"Interest Rate" means the Class A-1 Interest Rate, the Class A-2
Interest Rate, the Class A-3a Interest Rate, the Class A-3b Interest Rate, or
the Overdue Interest Rate, as applicable.
"Interest Rate Cap Agreement" means 2002 International Swaps and
Derivatives Association, Inc. Master Agreement (Multi Currency-Cross Border)
dated as of October [__], 2003 (the "2002 ISDA Master Agreement"), including all
schedules and confirmations thereto, between the Issuer and the Cap Provider, as
the same may be amended, supplemented, renewed, extended or replaced from time
to time.
"Interest Reset Date" means, with respect to any Interest Period,
the first day of such Interest Period; provided that if any Interest Reset Date
would otherwise be a day that is not a Business Day, that Interest Reset Date
will be postponed to the next succeeding day that is a Business Day, except that
if that Business Day falls in the next succeeding calendar month, such Interest
Reset Date will be the immediately preceding Business Day.
"Interest Period" means the Accrual Period with respect to the Class
A-3a Notes.
"Investment Company Act" means the Investment Company Act of 1940.
12
"Issuer" means Nissan Auto Lease Trust 2003-A, until a successor
replaces it and, thereafter, means the successor and, for purposes of any
provision contained herein, each other obligor on the Notes.
"Issuer Order" and "Issuer Request" means a written order or request
of the Issuer signed in the name of the Issuer by any one of its Authorized
Officers and delivered to the Indenture Trustee.
"Lease" means any lease contract for a Leased Vehicle assigned .
"Lease Documents" has the meaning set forth in the Basic Servicing
Agreement; provided that such definition shall refer only to lease documents
related to Leases allocated to the 2003-A Lease SUBI.
"Leased Vehicle" means a new or used Nissan or Infiniti automobile,
sport utility vehicle, minivan or light-duty truck, together with all
accessories, parts and additions constituting a part thereof, and all accessions
thereto, leased to a Lessee pursuant to a Lease.
"Lessee" means each Person that is a lessee under a Lease, including
any Person that executes a guarantee on behalf of such lessee; provided that
such definition shall refer only to Lessees of Leases allocated to the 2003-A
SUBI.
"Lessee Partial Monthly Payment" means, in connection with the
payment by a Lessee of less than 100% of the Monthly Payment due with respect to
a 2003-A Lease, the actual amount paid by the Lessee toward such Monthly
Payment.
"Lessee Initiated Early Termination" as of any date means any Lease
that has been terminated by the related Lessee before the related Maturity Date,
provided that the lessee is not in default.
"Lessor" means each Person that is a lessee under a Lease or
assignee thereof, including the Issuer.
"Liability" means any liability or expense, including any
indemnification obligation.
"LIBOR" means, for any Interest Period, the rate for deposits in
U.S. dollars for a one-month period that appears on the Designated LIBOR Page,
on the related Interest Determination Date; provided that, the following
procedures will be followed if LIBOR cannot be determined as described above:
(a) With respect to an Interest Determination Date on
which no rate appears on the Designated LIBOR Page, LIBOR for the
applicable Interest Determination Date will be the rate calculated by the
Calculation Agent as the arithmetic mean of at least two quotations
obtained by the Calculation Agent after requesting the principal London
offices of each of four major reference banks in the London interbank
market, which may include the Calculation Agent and its affiliates, as
selected by the Calculation Agent, to provide the Calculation Agent with
its offered quotation for deposits in U.S. dollars for a one-month period,
commencing on the second London Banking Day immediately following the
applicable Interest Determination Date, to prime banks in the London
interbank market at approximately 11:00 a.m., London time, on such
Interest Determination Date and in a principal amount that is
representative for a single transaction in U.S. dollars in that market at
that time. If at least two such quotations are
13
provided, LIBOR determined on the applicable Interest Determination Date
will be the arithmetic mean of the quotations.
(b) If fewer than two quotations referred to in clause
(a) above are provided, LIBOR determined on the applicable Interest
Determination Date will be the rate calculated by the Calculation Agent as
the arithmetic mean of the rates quoted at approximately 11:00 a.m. in New
York on the applicable Interest Determination Date by three major banks,
which may include the Calculation Agent and its affiliates, in New York,
selected by the Calculation Agent for loans in U.S. dollars to leading
European banks, having a maturity of one-month and in a principal amount
that is representative for a single transaction in U.S. dollars in that
market at that time.
(c) If the banks so selected by the Calculation Agent
are not quoting as mentioned in clause (b) above, LIBOR for the applicable
Interest Determination Date will be LIBOR in effect on the applicable
Interest Determination Date.
"Lien" means any security interest, lien, charge, pledge, equity or
encumbrance of any kind, other than tax liens, mechanics' liens, any liens that
attach to property by operating of law and statutory purchase liens to the
extent not past due.
"Liquidated Lease" means a 2003-A Lease that is terminated and
charged off by the Servicer prior to its Maturity Date following a default
thereunder.
"Liquidated Vehicle" means the 2003-A Vehicle related to a
Liquidated Lease.
"Liquidation Expenses" means reasonable out-of-pocket expenses
incurred by the Servicer in connection with the attempted realization of the
full amounts due or to become due under any Liquidated Lease, including expenses
of any collection effort (whether or not resulting in a lawsuit against the
Lessee under such Lease) or other expenses incurred prior to repossession,
recovery or return of the Liquidated Vehicle, expenses incurred in connection
with the sale or other disposition of a Liquidated Vehicle that has been
repossessed or recovered or has reached its Maturity Date, expenses incurred in
connection with making claims under any related Insurance Policy and expenses
incurred in connection with making claims for any Liquidation Expenses.
"Liquidation Proceeds" means all amounts received by the Servicer
with respect to a Liquidated Lease and the related Liquidated Vehicle in
connection with the attempted realization of the full amount due or to become
due under the 2003-A Lease, including Net Auction Proceeds related to such
Liquidated Vehicle, but excluding Insurance Proceeds.
"London Business Day" means any day on which dealings with U.S.
dollars are transacted in the London interbank market.
"Majority Interest" means Notes, Trust Certificates or Securities,
as the case may be, evidencing a majority of the Outstanding Amount of the
related Notes, Trust Certificates or Securities, except that, except as
otherwise provided in the Basic Documents, Securities owned by the Issuer, the
Transferor, the Servicer (so long as NMAC or an Affiliate is the Servicer) or
any of their respective Affiliates will not be included in such determination
for the purpose of making requests, demands, authorizations, directions,
notices, consents or other action under the Basic Documents.
14
"Material Adverse Effect" means, with respect to any Person, a
material adverse effect on (i) the financial condition or operations of such
Person and its Affiliates, taken as one enterprise, (ii) the ability of such
Person to perform its material obligations under any of the Basic Documents to
which such Person is a party, (iii) the legality, validity or enforceability of
any material provision of the Basic Documents to which such Person is a party,
(iv) the 2003-A SUBI Certificate's beneficial interest in all or any significant
portion of the 2003-A SUBI Assets or the Indenture Trustee's security interest
in the 2003-A SUBI Certificate and all or any significant portion of the 2003-A
SUBI Assets, or (v) the collectibility or the credit worthiness of all or any
significant portion of the 2003-A Leases and the 2003-A Vehicles, other than, in
the case of clauses (i) through (v), such Material Adverse Effect which are the
direct result of actions or omissions of the party seeking relief under any of
the Basic Documents in connection therewith.
"Matured Vehicle" as of any date means any Leased Vehicle the
related Lease of which has reached its Maturity Date or has been terminated in
connection with a Lessee Initiated Early Termination (and the Lessee is not in
default under such Lease) or in connection with a Casualty Termination, which
Leased Vehicle has been returned to the Servicer on behalf of the Titling Trust,
if applicable.
"Maturity Date" means, with respect to any Lease, the date on which
such Lease is scheduled to terminate as set forth in the such Lease at its date
of origination or, in the case of an Extended Lease, the revised termination
date.
"Monthly Early Termination Sale Proceeds" means, with respect to a
Collection Period, all (i) amounts paid by Lessees or Dealers with respect to
Early Termination Purchase Option Price payments during such Collection Period
and (ii) Net Auction Proceeds received by the Servicer in such Collection Period
for 2003-A Vehicles with respect to which the related 2003-A Lease was
terminated and which were sold in such Collection Period on or after the
termination of the related 2003-A Leases prior to their respective Maturity
Dates, reduced by amounts required to be remitted to the related Lessees under
applicable law.
"Monthly Payment Advance" means, with respect to any 2003-A Lease
and any Collection Period, an amount equal to the difference between the Monthly
Payment due and the Lessee Partial Monthly Payment.
"Monthly Payment" means, with respect to any Lease, the amount of
each fixed monthly payment payable to the Lessor in accordance with the terms
thereof, net of any portion of such fixed monthly payment that represents an
Administrative Charge.
"Monthly Principal Distributable Amount" means, for any Payment Date
and the related Collection Period, an amount equal to the lesser of (i) the
Principal Distribution Amount and (ii) the Available Principal Distribution
Amount.
"Monthly Remittance Condition" has the meaning set forth in Section
8.03(b) of the 2003-A Servicing Supplement.
"Monthly Scheduled Termination Sale Proceeds" means, with respect to
a Collection Period, all (i) amounts paid by Lessees or Dealers in the event
that either the Lessee or a Dealer elects to purchase a 2003-A Vehicle for its
Contract Residual following a termination of the related 2003-A Lease at its
Maturity Date and (ii) Net Auction Proceeds received by the Servicer in such
Collection Period for 2003-A Vehicles which matured and were sold in such
Collection Period on or after the
15
termination of the related 2003-A Leases at their respective Maturity Dates,
reduced by amounts required to be remitted to the related Lessees under
applicable law.
"Moody's" means Moody's Investors Service, Inc.
"MRM ALG Residual" means, with respect to any Lease, the residual
value estimate produced by Automotive Lease Guide that is a percentage of the
"Maximum Residualizable MSRP," which consists of the MSRP of the typically
equipped vehicle and value adding options, giving only partial credit or no
credit for those options that add little or no value to the resale price of the
vehicle.
"MSRP" means, with respect to any Leased Vehicle, the Manufacture's
Suggested Retail Price.
"MSRP ALG Residual" means, with respect to any Lease, residual value
estimates produced by Automotive Lease Guide based on the total MSRP of the base
vehicle and all NMAC authorized options, without making a distinction between
the value adding options and non-value adding options.
"NALL II" means Nissan Auto Leasing LLC II, a Delaware limited
liability company.
"Net Auction Proceeds" means Auction Proceeds net of related
Disposition Expenses.
"Net Insurance Proceeds" means Insurance Proceeds net of related
Insurance Expenses.
"Net Liquidation Proceeds" means the Liquidation Proceeds net of
related Liquidation Expenses.
"NILT, Inc." means NILT, Inc., a Delaware corporation.
"NILT Trust" means NILT Trust, a Delaware statutory trust.
"NMAC" means Nissan Motor Acceptance Corporation, a California
corporation.
"Note" means either a Class A-1 Note, a Class A-2 Note, a Class A-3a
Note, or a Class A-3b Note, as the context may require.
"Note Balance" means the sum of the Class A-1 Note Balance, the
Class A-2 Note Balance, the Class A-3a Note Balance, and the Class A-3b Note
Balance.
"Note Distribution Account" means the trust account established by
the Transferor, on behalf of the Issuer pursuant to Section 8.02(b) of the
Indenture, into which amounts released from the 2003-A SUBI Collection Account
and the Reserve Account for distribution to Noteholders shall be deposited and
from which all distributions to Noteholders shall be made.
"Note Distribution Amount" means, as of any Payment Date, the amount
being distributed to the Noteholders on such Payment Date.
"Note Factor" means, with respect to any Class on any Payment Date,
the seven digit decimal equivalent of a fraction the numerator of which is the
Class Balance for such Class on such Payment Date (after giving effect to any
payment of principal on such Payment Date) and the denominator of which is the
related Initial Class Balance.
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"Note Final Scheduled Payment Date" means, with respect to (i) a
Class A-1 Note, October 15, 2004, (ii) a Class A-2 Note, December 15, 2005,
(iii) a Class A-3a Note, June 15, 2009 and (iv) a Class A-3b Note, June 15,
2009.
"Noteholder" means, as of any date, the Person in whose name a Class
A-1 Note, Class A-2 Note, Class A-3a Note, or a Class A-3b Note is registered on
the Note Register on such date, as the context may require.
"Note Owner" means, with respect to a Book-Entry Note, the Person
who is the beneficial owner of such Book-Entry Note, as reflected on the books
of the Clearing Agency or a Person maintaining an account with such Clearing
Agency (directly as a Clearing Agency Participant or as an indirect participant,
in each case in accordance with the rules of such Clearing Agency).
"Note Register" and "Note Registrar" have the respective meanings
set forth in Section 2.04 of the Indenture.
"Notes" means the Class A-1 Notes, the Class A-2 Notes, the Class
A-3a Notes, and the Class A-3b Notes.
"Note Distribution Account" has the meaning set forth in the
Indenture.
"Officer's Certificate" means (a) with respect to the Issuer, a
certificate signed by an Authorized Officer of the Issuer, under the
circumstances described in, and otherwise complying with, the applicable
requirements of Section 11.01 of the Indenture, and delivered to, the Indenture
Trustee, and (b) with respect to the Servicer, a certificate signed by an
Authorized Officer or the Servicer, under the circumstances described in, and
otherwise complying with, the applicable requirements of Sections 8.09 and 8.11
of the 2003-A SUBI Servicing Supplement.
"Opinion of Counsel" in relation to the Trust Agreement, means one
or more written opinions of counsel who may, except as otherwise expressly
provided in the Trust Agreement, be employees of or counsel to the Transferor,
the Administrative Agent, or any of their respective Affiliates, and which
opinion shall be addressed to and in form and substance satisfactory to the
Owner Trustee. In relation to the Indenture, "Opinion of Counsel" means one or
more written opinions of counsel who may, except as otherwise expressly provided
in the Indenture, be employees of or counsel to the Issuer or the Administrative
Agent, and who shall be satisfactory to the Indenture Trustee, and which opinion
or opinions shall be addressed to the Indenture Trustee, comply with any
applicable requirements of Section 11.01 of the Indenture, and be in form and
substance satisfactory to the Indenture Trustee.
"Optimal Principal Distributable Amount" means, for any Payment Date
and the related Collection Period, an amount equal to the sum of the following
amounts:
(i) for each 2003-A Vehicle for which the related 2003-A Lease did
not terminate during such Collection Period, the difference between the
Securitization Value of such 2003-A Lease at the beginning and at the end
of such Collection Period;
(ii) for each 2003-A Vehicle for which the related 2003-A Lease
reached its Maturity Date during such Collection Period, the
Securitization Value of such 2003-A Lease as of such Maturity Date;
17
(iii) for each 2003-A Vehicle purchased by the Servicer before its
Maturity Date, the Repurchase Payment with respect to the related 2003-A
Lease; and
(iv) for each 2003-A Lease terminated prior to its Maturity Date
that becomes a Defaulted Lease during such Collection Period or is
terminated by the related Lessee or the Servicer during such Collection
Period pursuant to a Lessee Initiated Early Termination or a Casualty
Termination, the Securitization Value of the related 2003-A Lease as of
the effective date of termination of such 2003-A Lease.
"Optional Purchase" has the meaning set forth in Section 9.03(a) of
the Trust Agreement.
"Optional Purchase Price" has the meaning set forth in Section
9.03(a) of the Trust Agreement.
"Origination Trust" means Nissan-Infiniti LT, a Delaware statutory
trust.
"Origination Trust Agreement" means the Amended and Restated Trust
and Servicing Agreement, dated as of August 26, 1998, among NILT Trust, as
Grantor and UTI Beneficiary, NMAC, as servicer, Wilmington Trust Company, as
Delaware trustee, NILT, Inc., as trustee, and U.S. Bank National Association, as
Trust Agent.
"Origination Trustee" means NILT, Inc., in its capacity as trustee
of the Origination Trust.
"Other SUBI" means any SUBI other than a 2003-A SUBI.
"Outstanding" means, as of any date, all Notes (or all Notes of an
applicable Class), all Trust Certificates or all Securities, as the case may be,
theretofore authenticated and delivered under the Indenture and/or the Trust
Agreement, as applicable, except:
(i) Notes (or Notes of an applicable Class) theretofore cancelled
by the Note Registrar or delivered to the Note Registrar for cancellation
or Trust Certificates theretofore cancelled by the Certificate Registrar
or delivered to the Certificate Registrar for cancellation;
(ii) Notes (or Notes of an applicable Class) or portions thereof
the payment for which money in the necessary amount has been theretofore
deposited with the Indenture Trustee or any Paying Agent in trust for the
related Noteholders (provided, however, that if such Notes are to be
redeemed pursuant to an Optional Purchase, notice of such redemption has
been duly given pursuant to the Indenture or provision therefor,
satisfactory to the Indenture Trustee, has been made) or Trust
Certificates or portions thereof the payment for which money in the
necessary amount has been theretofore deposited with the Indenture
Trustee, the Owner Trustee or any Paying Agent in trust for the related
Trust Certificateholders (provided, however, that if the principal with
respect to such Trust Certificates will be paid pursuant to an Optional
Purchase, notice of such payment has been duly given pursuant to the Trust
Agreement or provision therefor, satisfactory to the Owner Trustee); and
(iii) Notes (or Notes of an applicable Class) in exchange for or in
lieu of other Notes (or Notes of such Class) that have been authenticated
and delivered pursuant to the Indenture unless proof satisfactory to the
Indenture Trustee is presented that any such Notes are held by a bona fide
purchaser or Trust Certificates in exchange for or in lieu of other Trust
Certificates that have been authenticated and delivered pursuant to the
Trust Agreement unless proof satisfactory to the Owner Trustee is
presented that any such Trust Certificates that such Trust Certificates
are held by a bona fide purchaser, to the extent that the Trust
Certificates are transferable;
18
provided, that, unless otherwise specified in the Indenture, with
respect to the Notes, or the Trust Agreement, with respect to the Trust
Certificates, or in another Basic Document, in determining whether Noteholders
or Trust Certificateholders holding the requisite Outstanding Amount have given
any request, demand, authorization, direction, notice, consent, or waiver
hereunder or under any Basic Document, Notes or Trust Certificates owned by the
Issuer, the Transferor, the Servicer (so long as NMAC or an Affiliate thereof is
the Servicer) or any of their respective Affiliates shall be disregarded and
deemed not to be Outstanding, unless all such Notes or Trust Certificates
Outstanding are owned by the Issuer, the Transferor, the Servicer (so long as
NMAC or an Affiliate thereof is the Servicer), or any of their respective
Affiliates; provided, further, that, in determining whether the Indenture
Trustee or the Owner Trustee, as applicable, shall be protected in relying upon
any such request, demand, authorization, direction, notice, consent, or waiver,
only Notes or Trust Certificates, as applicable, that a Responsible Officer
knows to be so owned shall be so disregarded. Notes or Trust Certificates so
owned that have been pledged in good faith may be regarded as Outstanding if the
pledgee thereof establishes to the satisfaction of the Indenture Trustee or the
Owner Trustee, as the case may be, such pledgee's right so to act with respect
to such Notes or such Trust Certificates and that such pledgee is not the
Issuer, the Transferor, the Administrative Agent, or any of their respective
Affiliates.
"Outstanding Amount" means, as of any date, the aggregate principal
amount of the applicable Notes or Certificates Outstanding, as applicable,
reduced by all payments of principal made in respect thereof on or prior to such
date.
"Overdue Interest Rate" means, with respect to any Class, the
Interest Rate applicable to such Class.
"Owner Corporate Trust Office" means the principal office of the
Owner Trustee at which at any particular time its corporate trust business shall
be administered, which office at the date of the execution of this Agreement is
located at Wilmington Trust Company, Rodney Square North, 1100 N. Market Street,
Wilmington, Delaware 19890; or at such other address as the Owner Trustee may
designate from time to time by notice to the Trust Certificateholders and the
Indenture Trustee, or the principal corporate trust office of any successor
Owner Trustee (the address of which the successor Owner Trustee shall notify the
Trust Certificateholders and the Indenture Trustee).
"Owner Trust Estate" means the property of the Issuer, including (i)
the 2003-A SUBI Certificate (transferred pursuant to the Trust SUBI Certificate
Transfer Agreement), evidencing a 100% beneficial interest in the 2003-A SUBI
Assets, including the right to payments thereunder from certain amounts in
respect of the 2003-A Leases and received from the sale or other disposition of
the Leased Vehicles on deposit in the SUBI Collection Account and investment
earnings, net of losses and investment expenses, on amounts on deposit in the
SUBI Collection Account; (ii) amounts deposited into the Reserve Account; (iii)
the proceeds of the Interest Rate Cap Agreement and the rights of the Issuer
under the Interest Rate Cap Agreement; (iv) the rights of the Issuer as secured
party under the Back-up Security Agreement; (v) the rights of the Issuer to the
funds on deposit from time to time in the Note Distribution Account and any
other account or accounts established pursuant to the Indenture and all cash,
investment property and other property from time to time deposited or credited
thereto and all proceeds thereof; (vi) the rights of the Transferor, as
transferee, under the SUBI Certificate Transfer Agreement; (vii) the rights of
the Issuer, as transferee, under the Trust SUBI Certificate Transfer Agreement;
(viii) the rights of the Issuer as a third-party beneficiary under the Servicing
Agreement, to the extent relating to the 2003-A SUBI Assets, including rights to
certain Advances, and the SUBI Trust Agreement; and (ix) all proceeds, accounts,
money, general intangibles, instruments, chattel paper, goods, investment
property and other property consisting of, arising from or relating to the
foregoing.
19
"Owner Trustee" means Wilmington Trust Company, a Delaware banking
corporation, as trustee of the Issuer under the Trust Agreement.
"Paying Agent" means, (i) under the Indenture, U.S. Bank, as
Indenture Trustee, or any other Person that meets the eligibility standards for
the Indenture Trustee set forth in Section 6.11 of the Indenture and is
authorized by the Issuer to make the payments to and distributions from the Note
Distribution Account, including the payment of principal of or interest on the
Notes on behalf of the Issuer, and (ii) under the Trust Agreement, any paying
agent or co-paying agent appointed pursuant to Section 3.09 of the of the Trust
Agreement and shall initially be the U.S. Bank.
"Payment Ahead" means any payment of all or a part of one or more
Monthly Payments remitted by a Lessee with respect to a 2003-A Lease in excess
of the Monthly Payment due with respect to such 2003-A Lease, which amount the
Lessee has instructed the Servicer to apply to Monthly Payments due in one or
more subsequent Collection Periods.
"Payment Date" means the 15th day of each month, or if such day is
not a Business Day, then the next succeeding Business Day, beginning on November
17, 2003.
"Payment Date Advance Reimbursement" has the meaning set forth in
Section 8.03(a)(iv)(A) of the 2003-A Servicing Supplement.
"Payment Date Certificate" has the meaning set forth in Section
8.03(a) of the Indenture.
"Payoff" means amounts paid to the Servicer to purchase a 2003-A
Vehicle.
"Permitted Investments" has the meaning set forth in the Titling
Trust Agreement.
"Person" means any individual, corporation, limited liability
company, estate, partnership, joint venture, association, joint stock company,
trust (including any beneficiary thereof), unincorporated organization, or
government, or any agency or political subdivision thereof.
"Pledgors" means NMAC, the Titling Trust, NILT Trust, the
Transferor, and the Issuer.
"Predecessor Note" means, with respect to any particular Note, every
previous Note evidencing all or a portion of the same debt as that evidenced by
such particular Note; and, for the purpose of this definition, any Note
authenticated and delivered under Section 2.05 of the Indenture in lieu of a
mutilated, destroyed, lost or stolen Note shall be deemed to evidence the same
debt as the mutilated, destroyed, lost or stolen Note.
"Principal Carryover Shortfall" means, as of the close of any
Payment Date, the excess, if any, of the Principal Distribution Amount over the
Monthly Principal Distributable Amount.
"Principal Distribution Amount" means, for any Payment Date, the
aggregate amount of principal payable on the Securities, equal to the sum of (i)
the Optimal Principal Distributable Amount and (ii) any Principal Carryover
Shortfall as of the preceding Payment Date; provided, however, that on or after
the Note Final Scheduled Payment Date for any Class of Notes and so long as no
Indenture Default has been declared, the Principal Distribution Amount shall
equal, until the Class Balance of such Class is reduced to zero, the greater of
(i) such Class Balance and (ii) the sum of (A) the Optimal Principal
Distributable Amount and (B) any Principal Carryover Shortfall as of the
preceding Payment Date. Notwithstanding the foregoing, the Principal
Distribution Amount shall not exceed
20
the outstanding Securities Balance and the aggregate amount of principal paid in
respect of a Class shall not exceed the related Initial Class Balance.
"Proceeding" has the meaning set forth in the Titling Trust
Agreement.
"Prospectus" means the Prospectus, dated October [__], 2003,
relating to the offering of the Notes.
"Rated Securities" has the meaning set forth in the Titling Trust
Agreement.
"Rating Agency" means, with respect to the 2003-A SUBI, each of
Fitch, Moody's and Standard & Poor's.
"Rating Agency Condition" means, with respect to any action, that
each Rating Agency shall have been given ten Business Days (or such shorter
period as is acceptable to each Rating Agency) prior notice thereof by the
Transferor, the Administrative Agent, or the Issuer.
"Rating Event" means the qualification, reduction, or withdrawal by
such Rating Agency of its then-current rating of any Class.
"Reallocation Payment" means the proceeds allocated from the UTI to
the 2003-A SUBI in connection with any reallocation of a Matured Vehicle or a
Defaulted Vehicle from the 2003-A SUBI to the UTI pursuant to Section 8.02(c) of
the 2003-A Servicing Supplement in an amount equal to the Net Liquidation
Proceeds for such Matured Vehicle or Defaulted Vehicle.
"Record Date" means, with respect to any Payment Date, the close of
business on the day immediately preceding such Payment Date.
"Recoveries" means, with respect to a Collection Period, the sum of
all amounts received (net of taxes) with respect to all 2003-A Leases which (i)
became Liquidated Leases before such Collection Period and (ii) have reached or
were terminated prior to their respective Maturity Dates before such Collection
Period and with respect to which the proceeds from the sale of the related
2003-A Vehicles were received before such Collection Period, minus any amounts
remitted to the related Lessees as required by law.
"Redemption Date" means in the case of a redemption of the Notes
pursuant to Section 10.01 of the Indenture, the Payment Date specified by the
Administrative Agent or the Issuer pursuant to Section 10.01 of the Indenture.
"Redemption Price" means an amount equal to the Note Balance plus
accrued and unpaid interest thereon at the applicable Interest Rate for the
Notes being so redeemed (including, to the extent allowed by law, interest on
overdue interest, if applicable), up to but excluding the Redemption Date.
"Registered Pledgee" has the meaning set forth in the Titling Trust
Agreement.
"Registered Holder" means the Person in whose name a Note is
registered on the Note Register on the related Deposit Date.
"Related Beneficiary" means each of NILT Trust and NALL II.
21
"Related Documents" shall mean all of the Basic Documents to which
the Issuer or the Owner Trustee is a party.
"Remaining Net Auction Proceeds" means Net Auction Proceeds, less
amounts included in Monthly Scheduled Termination Sale Proceeds, Monthly Early
Termination Sale Proceeds and Liquidation Proceeds.
"Remaining Payoffs" means Payoffs, less amounts included in Monthly
Scheduled Termination Sale Proceeds and Monthly Termination Sale Proceeds.
"Repayment Price" means an amount equal to the unpaid principal
amount of the Trust Certificates.
"Repurchase Payment" means, with respect to a 2003-A Lease and the
related 2003-A Vehicle required to be purchased by the Servicer pursuant to
Section 8.02(a) and Section 8.02(b) of the Servicing Agreement, the sum of (i)
the Securitization Value of the 2003-A Lease as of the end of the Collection
Period preceding the Collection Period in which the Servicer granted an
extension with respect to such 2003-A Lease or discovers or receives notice of
the change in domicile with respect to Section 8.02(a) of the Servicing
Agreement or discovers a breach of representations or warranties pursuant to
Section 8.02(b) of the Servicing Agreement and (ii) any delinquent Monthly
Payments which have not been paid by the related Lessee by the end of the
Collection Period relating to the Deposit Date on which the Repurchase Payment
will be made.
"Required Deposit Rating" has the meaning set forth in the Titling
Trust Agreement.
"Required Percentage" means the holders of not less than 66 2/3% of
the (i) Outstanding Amount in the case of the Notes or (ii) Aggregate
Certificate Balance in the case of the Trust Certificates.
"Required Related Holders" has the meaning set forth in the Basic
Servicing Agreement.
"Reserve Account" means the account established pursuant to Section
5.01(b) of the Trust Agreement, which shall be account number 77145002 in the
name "U.S. Bank National Association, as Indenture Trustee, Nissan Auto Lease
Trust 2003-A Reserve Account" established with the Securities Intermediary
pursuant to the Trust Agreement, together with any successor accounts
established pursuant to the Indenture, or after release of the lien of the
Indenture, the Trust Agreement.
"Reserve Account Deposit Amount" means, (i) on the Closing Date, the
Initial Deposit Amount and thereafter, for any Payment Date and the related
Collection Period to the extent the amounts on deposit in the Reserve Account
are less than the Reserve Account Requirement, an amount equal to the sum of (a)
any Excess Amounts with respect to the related Collection Period and (b) net
income realized on the investment of funds on deposit in the 2003-A SUBI
Collection Account and the Reserve Account in respect of such Collection Period.
"Reserve Account Draw Amount" means, for any Payment Date, the
amount withdrawn from the Reserve Account, equal to the lesser of (a) the
Available Funds Shortfall Amount, if any, or (b) the amount on deposit in the
Reserve Account after giving effect to all deposits thereto on the related
Deposit Date or such Payment Date.
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"Reserve Account Property" means the Reserve Account and all cash,
investment property and other property from time to time deposited or credited
to the Reserve Account and all proceeds thereof, including, without limitation,
the Initial Deposit.
"Reserve Account Requirement" means on any Payment Date, an amount
equal to $49,875,185.97.
"Residual Value" means the lowest of (i) the Contract Residual, (ii)
the MSRP ALG Residual and (iii) the MRM ALG Residual.
"Residual Value Loss" means, with respect to any Matured Vehicle or
Defaulted Vehicle, the positive difference, if any, between (i) the
Securitization Value of the related 2003-A Vehicle at (a) the Maturity Date of
the related 2003-A Lease or (b) the date the related 2003-A Lease was terminated
and (ii) the sum of all related Net Auction Proceeds and Net Insurance Proceeds.
"Residual Value Surplus" means, with respect to any Matured Vehicle
or Defaulted Vehicle, the positive difference, if any, between (i) the sum of
all related Net Auction Proceeds and Net Insurance Proceeds and (ii) the
Securitization Value of the related 2003-A Vehicle at (a) the Maturity Date of
the related 2003-A Lease or (b) the date the related 2003-A Lease was terminated
by the Lessee.
"Responsible Officer" means, with respect to the Indenture Trustee,
any officer within the Corporate Trust Department (or any successor group of the
Indenture Trustee), including any Vice President, Assistant Secretary, or other
officer or assistant officer of the Indenture Trustee customarily performing
functions similar to those performed by the people who at such time shall be
officers, or to whom any corporate trust matter is referred within Corporate
Trust Department because of his knowledge of and familiarity with the particular
subject.
"Restricted Jurisdiction" means Alabama and any additional
jurisdiction in which the Titling Trust is not qualified and licensed to do
business; provided, that the Servicer may change the designation of a
jurisdiction as a "Restricted Jurisdiction" by delivering an Officer's
Certificate to the Indenture Trustee and the Owner Trustee to the effect that
(i) Leased Vehicles may be titled in the name of the Titling Trustee or the
Titling Trustee on behalf of the Titling Trust and beneficial interests therein
may be transferred without retitling in Alabama or such other additional
jurisdiction, as the case may be, and (ii) such change in designation will not
have a material adverse effect on the Issuer.
"Sales Proceeds Advance" means the amount advanced by the Servicer
to the Issuer on a Deposit Date equal to the Securitization Value of each 2003-A
Lease relating to a 2003-A Vehicle that terminated early (but was not a Lease in
default) and the amount equal to the Residual Value of each 2003-A Lease
relating to a 2003-A Vehicle that matured on its scheduled termination date.
"Schedule of 2003-A Leases and 2003-A Vehicles" means the schedule
of 2003-A Leases and 2003-A Vehicles attached as Exhibit A to the 2003-A SUBI
Supplement and the 2003-A Servicing Supplement (which may be supplied in CD-Rom
form) which shall set forth as to each 2003-A Lease or 2003-A Vehicle, as the
case may be, (i) the identification number of the 2003-A Lease, (ii) the
identification number of the 2003-A Vehicle, (iii) the related Maturity Date and
(iv) the value of the 2003-A Lease and the related 2003-A Vehicle on the
Servicer's books as of the Cutoff Date.
"Secretary of State" means the Secretary of State of the State of
Delaware.
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"Secured Obligations" has the meaning set forth in Section 5.02(f)
of the Trust Agreement.
"Securities" means the Trust Certificates and the Notes,
collectively.
"Securities Act" means the Securities Act of 1933, as amended.
"Securities Balance" means, as of any date, the unpaid principal
amount of the Securities as of such date.
"Securities Intermediary" means U.S. Bank.
"Securitization Rate" means, with respect to a 2003-A Lease, an
annualized rate that is equal to 5.10%.
"Securitization Value" means, with respect to any 2003-A Lease, the
value calculated by the Servicer equal to, as of (i) its Maturity Date, the
Residual Value and (ii) any other date, the present value, discounted at the
Securitization Rate, of the sum of (a) the aggregate Monthly Payments remaining
to be made and (b) the Residual Value.
"Securitized Financing" has the meaning set forth in the Titling
Trust Agreement.
"Security" means either a Note or a Trust Certificate, as the
context may require.
"Security Entitlement" has the meaning set forth in Section
8-102(a)(17) of the New York UCC.
"Securityholder" means each registered holder of a Note or a Trust
Certificate.
"Securityholder Available Funds" means, for any Payment Date, all
remaining Available Funds after giving effect to the payment to the Servicer of
the Servicer Monthly Payment.
"Servicer" means NMAC, as Servicer under the Servicing Agreement.
"Servicer Default" has the meaning set forth in Section 4.01 to the
Basic Servicing Agreement and under Section 8.12 of the 2003-A Servicing
Supplement.
"Servicer Letter of Credit" means a letter of credit, surety bond or
insurance policy issued by a depository institution, insurance company, or
financial institution having a short-term credit rating at least equal to the
Required Deposit Rating and providing that the Indenture Trustee or Trust Agent,
as the case may be, may draw thereupon in the event the Servicer satisfies the
Monthly Remittance Condition but fails to deposit SUBI Collections into the
2003-A SUBI Collection Account by the related Deposit Date.
"Servicer Monthly Payment" means, with respect to a Payment Date and
the related Collection Period, the amount to be paid to the Servicer pursuant to
Section 8.03(a)(iv) of the 2003-A Servicing Supplement in respect of (i) the
Payment Date Advance Reimbursement and (ii) the Servicing Fee, together with any
unpaid Servicing Fees in respect of one or more prior Collection Periods.
"Servicing Agreement" means the Basic Servicing Agreement, as
supplemented by the 2003-A Servicing Supplement.
24
"Servicing Fee" means, with respect to the 2003-A SUBI Assets, the
fee payable on each Payment Date equal to, for the related Collection Period,
one-twelfth of the product of (i) 1.00% and (ii) the aggregate Securitization
Value of all 2003-A Leases as of the first day of such Collection Period.
"Settlement Statement" means a statement substantially in the form
of Exhibit B to the 2003-A Servicing Supplement.
"Special Purpose Affiliate" means a special purpose entity that is
an Affiliate of a Beneficiary and was created for the purposes of one or more
Securitized Financings.
"Standard & Poor's" means Standard & Poor's Rating Services, a
division of The McGraw-Hill Companies, Inc.
"State" means any state of the United Sates, Puerto Rico, or the
District of Columbia.
"Statutory Trust Statute" means Chapter 38 of Title 12 of the
Delaware Code, 12 Del. C. Section 3801 et seq.
"SUBI" has the meaning set forth in the Recitals to the 2003-A
Servicing Supplement.
"SUBI Certificate" has the meaning set forth in Section 3.02(a) of
the Titling Trust Agreement.
"SUBI Certificate Transfer Agreement" means the SUBI Certificate
Transfer Agreement, dated as of October [__], 2003, between NILT Trust, as
transferor, and NALL II, as transferee.
"SUBI Collection Account" means, with respect to a SUBI, the related
Collection Account created, designated and maintained as such pursuant Section
4.02(a) of the Titling Trust Agreement.
"SUBI Collections" means, with respect to any Collection Period, the
net amount collected or received by the Servicer in respect of the 2003-A SUBI
Assets during the Collection Period, including: (i) Monthly Payments (including
Payments Ahead when received), Payoffs, and any other payments under the 2003-A
Leases (excluding any Administrative Charges); (ii) Reallocation Payments and
Repurchase Payments made by the Servicer; (iii) Monthly Scheduled Termination
Sale Proceeds; (iv) Monthly Early Termination Sale Proceeds; (v) Net Liquidation
Proceeds; (vi) Net Insurance Proceeds; (vii) Remaining Net Auctions Proceeds;
(viii) Remaining Payoffs; (ix) Excess Mileage and Excess Wear and Tear Charges;
(x) Recoveries and (xi) Residual Value Surplus; in each case to the extent not
duplicative with any other clause of this definition.
"SUBI Trust Agreement" means the Titling Trust Agreement, as
supplemented by a 2003-A SUBI Supplement.
"Sub-Trust" has the meaning set forth in Section 3.01(b) of the
Titling Trust Agreement.
"Titling Trust" means Origination Trust.
"Titling Trust Agreement" means Origination Trust Agreement.
"Titling Trustee" means Origination Trustee.
25
"TIA" means the Trust Indenture Act of 1939.
"Transferor" means NALL II.
"Transferor's Formation Documents" means the Certificate of
Formation of Nissan Auto Leasing LLC II, dated as of October 24, 2001 and the
Limited Liability Company Agreement of Nissan Auto Leasing LLC II, dated as of
October 29, 2001.
"Transfer Price" has the meaning set forth in Section 2.01 to the
SUBI Certificate Transfer Agreement and the Trust SUBI Certificate Transfer
Agreement, as the context may require.
"Treasury Regulations" means regulations, including proposed or
temporary regulations, promulgated under the Code. References herein to specific
provisions of proposed or temporary regulations shall include analogous
provisions of final Treasury Regulations or other successor Treasury
Regulations.
"Trust" means Nissan Auto Lease Trust 2003-A, until a successor
replaces it and, thereafter, means the successor and, for purposes of any
provision contained herein, each other obligor on the Notes.
"Trust Account" has the meaning set forth in the Titling Trust
Agreement.
"Trust Administration Agreement" means the Trust Administration
Agreement, dated as of October [__], 2003, among the NMAC, as the Administrative
Agent, the Issuer, the Transferor and the Indenture Trustee.
"Trust Agent" means U.S. Bank, as Trust Agent under the Titling
Trust Agreement.
"Trust Agreement" means the trust agreement, dated as of May 13,
2003, as amended and restated by the Amended and Restated Trust Agreement dated
as of October [__], 2003, between the Transferor and the Owner Trustee.
"Trust Assets" has the meaning set forth in the Titling Trust
Agreement.
"Trust Certificateholder" means the Person in whose name a Trust
Certificate is registered on the Certificate Register.
"Trust Certificates" means the Asset Backed Certificates issued
pursuant to the Trust Agreement, substantially in the form of Exhibit A to the
Trust Agreement.
"Trust Documents" has the meaning set forth in the Titling Trust
Agreement.
"Trust Estate" means all money, accounts, chattel paper, general
intangibles, goods, instruments, investment property, securities, deposit
accounts and other property subject or intended to be subject to the lien and
security interest of this Indenture for the benefit of the Noteholders
(including the Collateral Granted to the Indenture Trustee), including (i) the
2003-A SUBI Certificate, evidencing a 100% beneficial interest in the 2003-A
SUBI Assets, including the right to payments thereunder from certain amounts in
respect of the 2003-A Leases and 2003-A Vehicles on deposit in the 2003-A SUBI
Collection Account and investment earnings, net of losses and investment
expenses on amounts on deposit in the 2003-A SUBI Collection Account, (ii)
amounts deposited in the Reserve Account, (iii) the proceeds of the Interest
Rate Cap Agreement and the rights of the Issuer under the Interest Rate Cap
26
Agreement, (iv) the rights of the Issuer under the Back-up Security Agreement,
(v) the rights of the Issuer to the funds on deposit from time to time in the
Note Distribution Account and any other account or accounts established pursuant
to the Indenture and all cash, investment property and other property from time
to time credited thereto and all proceeds thereof, (vi) the rights of the
Transferor, as transferee under the SUBI Certificate Transfer Agreement, (vii)
the rights of the Issuer, as transferee under the Trust SUBI Certificate
Transfer Agreement, (viii) the rights of the Issuer as a third-party beneficiary
of the Servicing Agreement, including the right to certain Advances, and the
SUBI Trust Agreement, and (ix) all proceeds, accounts, money, general
intangibles, instruments, chattel paper, goods, investment property, securities,
deposit accounts and other property consisting of, arising from or relating to
the foregoing.
"Trust SUBI Certificate Transfer Agreement" means the Trust SUBI
Certificate Transfer Agreement, dated as of October [__], 2003, between NALL II,
as transferor, and the Issuer, as transferee.
"Trustee" means NILT, Inc., in its capacity as trustee of the
Titling Trust.
"2003-A Eligible Lease" means a Lease as to which the following are
true as of the Cutoff Date:
(a) relates to a Nissan automobile, light duty truck, minivan, or
sport utility vehicle, of a model year of 2001 or later;
(b) is written with respect to a Leased Vehicle that was at the time
of the origination of the related Lease a new Nissan motor vehicle;
(c) was originated in the United States on or after March 24, 2000
by a Dealer (i) for a Lessee with a United States address, (ii) in the ordinary
course of such Dealer's business, (iii) pursuant to a Dealer agreement that
provides for recourse to the dealer in the event of certain defects in the
Lease, but not for default by the Lessee, and (iv) in compliance with procedures
set forth in the Credit and Collection Policy;
(d) is payable solely in United States dollars;
(e) is owned, and the related Leased Vehicle is owned by the Titling
Trust, free of all liens (including tax liens, mechanics' liens, and other liens
that arise by operation of law);
(f) has a remaining term to maturity as of the Cutoff Date, of not
less than 3 months and not greater than 58 months.
(g) provides for level payments that fully amortize the adjusted
capitalized cost of the Lease at a contractual annual percentage rate to the
related Contract Residual over the lease term and, in the event of a Lessee
initiated early termination, provides for payment of the Early Termination
Charge;
(h) was originated in compliance with, and complies in all material
respects with, all material applicable legal requirements, including, to the
extent applicable, the Federal Consumer Credit Protection Act, Regulation M of
the Board of Governors of the Federal Reserve, all state leasing and consumer
protection laws and all state and federal usury laws;
(i) is not more than 29 days past due as of the Cutoff Date;
27
(j) (A) is the valid, legal and binding full-recourse payment
obligation of the related Lessee, enforceable against such Lessee in accordance
with its terms, except as such enforceability may be limited by (i) applicable
bankruptcy, insolvency, reorganization, moratorium, or other similar laws, now
or hereafter in effect, affecting the enforcement of credits' rights in general
or (ii) general principles of equity, (B) has not been satisfied, subordinated,
rescinded, canceled or terminated, (C) is a Lease as to which no right of
rescission, setoff, counterclaim or defense shall have been asserted or
threatened in writing, (D) is a Lease as to which no default (other than payment
defaults continuing for a period of no more than 29 days as of the Cutoff Date),
breach or violation shall have occurred and no continuing condition that with
notice or lapse of time or both would constitute a default, breach or violation
shall have occurred and (E) is a Lease as to which none of the foregoing shall
have been waived (other than deferrals and waivers of late payment charges or
fees permitted under the Servicing Agreement);
(k) is a Lease which has not been deemed to be uncollectible;
(l) the related Lessee of which is a person located in one or more
of the 50 states of the United States or the District of Columbia and is not (i)
NMAC or any of its Affiliates, or (ii) the United States or any State or any
agency or potential subdivision thereof;
(m) is a Lease for which there is only one executed original;
(n) has an original term of not less than 24 months and not greater
than 48 months;
(o) is a Lease for which the related Lease Documents are located at
an address specified by the Servicer;
(p) constitutes "chattel paper" as defined in the UCC;
(q) is not recourse to the Dealer;
(r) for which the Lessee, to the knowledge of the Servicer, has
obtained or agreed to obtain physical damage insurance and liability insurance
covering the related Leased Vehicle as required by its terms; and
(s) has a Securitization Value, as of its origination date, of no
greater than $47,000.
"2003-A Lease" has the meaning set forth in Section 8.01 of the
2003-A Servicing Supplement.
"2003-A Servicing Supplement" means the 2003-A SUBI Servicing
Supplement to the Basic Servicing Agreement, dated as of October [__], 2003,
among the parties to the Basic Servicing Agreement.
"2003-A SUBI" has the meaning set forth in Section 12.01(a) of the
2003-A SUBI Supplement.
"2003-A SUBI Assets" has the meaning set forth in Section 12.01(b)
to the 2003-A SUBI Supplement.
"2003-A SUBI Account" means the 2003-A SUBI Collection Account, and
any other Trust Account established with respect to the 2003-A SUBI, as the
context may require.
28
"2003-A SUBI Certificate" has the meaning set forth in the recitals
of the 2003-A SUBI Supplement.
"2003-A SUBI Collection Account" means the trust account established
pursuant to Section 14.01(a) of the 2003-A SUBI Supplement.
"2003-A SUBI Supplement" means the 2003-A SUBI Supplement to the
Titling Trust Agreement, dated as of October [__], 2003, among the parties to
the Titling Trust Agreement.
"2003-A Vehicle" has the meaning set forth in Section 8.01 to the
2003-A SUBI Servicing Supplement.
"UCC" means the Uniform Commercial Code as in effect in the
applicable jurisdiction.
"Underwriting Agreement" means the underwriting agreement relating
to the Notes dated October [__], 2003, among JP Morgan Securities Inc., as
Representative, on behalf of the several underwriters, NMAC and the Transferor.
"United States" means the United States of America, its territories
and possessions and areas subject to its jurisdiction.
"U.S. Bank" means U.S. Bank National Association.
"UTI" has the meaning set forth in Section 3.01(a) of the Titling
Trust Agreement.
"UTI Beneficiary" means NILT Trust, in its capacity as the initial
beneficiary of the Titling Trust.
"UTI Certificate" has the meaning set forth in Section 3.03 of the
Titling Trust Agreement. "Vehicle Representation Date" has the meaning set forth
in the Basic Servicing Agreement.
Section 1.02. Interpretative Provisions. Any reference in this
Agreement of Definitions to any agreement means such agreement as it may be
amended, restated, supplemented, or otherwise modified from time to time; any
reference in this Agreement of Definitions 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
hereunder; and any reference in this Agreement of Definitions to a Person shall
include the successor or assignee of such Person.
Section 1.03. Notices. All demands, notices, and communications
hereunder shall be in writing and shall be delivered or mailed by registered or
certified first-class United States mail, postage prepaid, hand delivery,
prepaid courier service, or by telecopier, and addressed in each case as
follows: the Issuer, at c/o Wilmington Trust Company, as Owner Trustee, Rodney
Square North, 1100 North Market Street, Wilmington, Delaware 19890 (telecopier
no. (302) 651-8882), Attention: Corporate Trust Administration with a copy to
the Administrative Agent, at 990 West 190th Street, Torrance, California, 90502
(telecopier no. (310) 324-2542), Attention: Treasurer; NILT Trust, at 990 West
190th Street, Torrance, California, 90502 (telecopier no. (310) 324-2542),
Attention: Treasurer; Nissan-Infiniti LT, at 990 West 190th Street, Torrance,
California, 90502 (telecopier no. (310) 324-2542), Attention: Treasurer; NMAC,
at 990 West 190th Street, Torrance, California 90502 (telecopier no. (310)
324-2542), Attention:
29
Treasurer; the Transferor, at 990 West 190th Street, Torrance, California 90502
(telecopier no. (310) 324-2542), Attention: Secretary; NILT, Inc., at U.S. Bank
National Association, Wrigley Building, 400 North Michigan Avenue, 2nd Floor,
Chicago, Illinois 60611 (telecopier no. (312) 836-6701) Attention: NILT Inc.;
Wilmington Trust Company, as Owner Trustee and Delaware Trustee, at Wilmington
Trust Company, Rodney Square North, 1100 North Market Street, Wilmington,
Delaware 19890 (telecopier no. (302) 651-8882), Attention: Corporate Trust
Administration; and U.S. Bank National Association, as Indenture Trustee and
Trust Agent, at U.S. Bank National Association, Wrigley Building, 400 North
Michigan Avenue, 2nd Floor, Chicago, IL 600611 (telecopier no. (312) 836-6701),
Attention: Nissan Auto Lease Trust 2003-A.
Section 1.04. Amendment. (a) This Agreement of Definitions may be
amended by the parties hereto, without the consent of any of the Noteholders or
the Trust Certificateholders, to cure any ambiguity, to correct or supplement
any provisions herein or therein, to add, change or eliminate any other
provisions hereof or thereof with respect to matters or questions arising
hereunder or thereunder that shall not be inconsistent with the provisions
hereof or thereof, or to add or amend any provision therein in connection with
permitting transfers of the Certificates or the Notes; provided, however, that
any such action shall not, in the good faith judgment of the parties hereto or
thereto, adversely affect in any material respect the interests of any
Noteholders, any Certificateholders, the Indenture Trustee, the Owner Trustee or
the Titling Trustee; or, as a condition to the effectiveness of such amendment,
the Indenture Trustee and the Owner Trustee shall have received an Opinion of
Counsel to the effect that such action shall not adversely affect in any
material respect the interests of any Noteholders or any Certificateholders; and
provided, further that any amendment eliminating the Reserve Account or reducing
the Reserve Account Requirement shall also require NALL II to deliver to the
Owner Trustee an Opinion of Counsel to the effect that after such amendment, for
federal income tax purposes, the Issuer will not be treated as an association
taxable as a corporation and the Notes should properly be characterized as
indebtedness that is secured by the assets of the Issuer.
(b) This Agreement of Definitions may also be amended from time to
time by the parties hereto including with respect to (i) changing the formula
for determining the Reserve Account that which could result in a decrease in the
amount of the Reserve Account Requirement, (ii) changing the remittance schedule
for deposits in the 2003-A Note Distribution Account and the 2003-A Certificate
Distribution Account, or (iii) changing the definition of "Eligible
Investments", if either (A) the Indenture Trustee has been furnished with
confirmation (written or oral) from each Rating Agency to the effect that such
amendment would not cause its then-current rating of any Rated Securities to be
qualified, reduced or withdrawn, or (B) the Indenture Trustee has received the
consent of the Noteholders holding Notes representing more than 50% of the
aggregate Outstanding Principal Amount, voting together as a single class, and
the Owner Trustee has received the consent of the Trust Certificateholders
holding Trust Certificates representing more than 50% of the aggregate
outstanding principal amount of the Trust Certificates (which consent of any
Noteholder or Trust Certificateholder given pursuant to this Section 1.03(b) or
pursuant to any other provision of this Agreement of Definitions shall be
conclusive and binding on such Noteholder or Trust Certificateholder and on all
future Noteholders or Trust Certificateholders of such Note and of any or Note
or Trust Certificate issued upon the transfer thereof or in exchange thereof, or
in lieu thereof whether or not notation of such consent is made upon the Note or
Trust Certificate); provided, however, that (1) any amendment eliminating the
Reserve Account or reducing the Reserve Account Requirement to less than the
lesser of the Reserve Account Initial Deposit and the sum of the Note Balance
and the Certificate Balance as of the related Distribution Date (after giving
effect to reductions in the Note Balance and Certificate Balance on such
Distribution Date), shall also require that the Indenture Trustee and each
Rating
30
Agency receive an Opinion of Counsel to the effect that, after such amendment,
for federal income tax purposes the Notes will properly be characterized as
indebtedness that is secured by the assets of the Issuer; and (2) no such
amendment shall (x) increase or reduce in any manner the amount of, or
accelerate or delay the timing of, collections of payments on the 2003-A SUBI
Certificate or distributions that shall be required to be made on any Note or
Certificate or (y) reduce the aforesaid percentage of the Notes or of the Trust
Certificates required to consent to any such amendment, without the consent of
all of the Noteholders and all of the Trust Certificateholders holding Notes or
Trust Certificates, as applicable, then outstanding.
Section 1.05. Severability of Provisions. Any provision of this
Agreement of Definitions that is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.
Section 1.06. Counterparts. This Agreement of Definitions may be
executed by the parties hereto in separate counterparts, each of which when so
executed and delivered shall be an original, but all such counterparts shall
together constitute but one and the same instrument.
Section 1.07. Headings. The headings of the various Articles and
Sections herein are for convenience or reference only and shall not define or
limit any of the terms or provisions hereof.
Section 1.08. Governing Law. THIS AGREEMENT OF DEFINITIONS SHALL BE
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICT OF LAWS.
31
IN WITNESS WHEREOF, the parties hereto have caused this Agreement of
Definitions to be duly executed by their respective officers duly authorized as
of the day and year first above written.
NISSAN MOTOR ACCEPTANCE CORPORATION
Individually, as Servicer, and as
Administrative Agent
By:
-----------------------------------
Name:
Title:
NISSAN-INFINITI LT
By: NILT, INC.,
as Trustee for Nissan-Infiniti LT
By:
-----------------------------------
Name:
Title:
NILT TRUST
as UTI Beneficiary, Grantor, and
Transferor
By: U.S. BANK NATIONAL ASSOCIATION,
as Trustee for NILT Trust
By:
-----------------------------------
Name:
Title:
NILT, INC.
as Trustee for Nissan-Infiniti LT
By:
-----------------------------------
Name:
Title:
S-1
NISSAN AUTO LEASING LLC II
By:
-----------------------------------
Name:
Title:
NISSAN AUTO LEASE TRUST 2003-A
By: WILMINGTON TRUST COMPANY,
not in its individual capacity, but
solely as Owner Trustee
By:
-----------------------------------
Name:
Title:
WILMINGTON TRUST COMPANY
as Owner Trustee and as Delaware
Trustee
By:
-----------------------------------
Name:
Title:
US BANK NATIONAL ASSOCIATION
as Trust Agent, Indenture Trustee,
and as Secured Party
By:
-----------------------------------
Name:
Title:
S-2