NISSAN AUTO LEASE TRUST
2008-A
AGREEMENT OF AMENDMENT TO BASIC
DOCUMENTS
This AGREEMENT OF
AMENDMENT TO BASIC DOCUMENTS, dated as of August 31, 2008
(this “ Amendment ”), is by and among the
signatories hereto.
WHEREAS ,
the parties hereto have entered into the Basic
Documents;
WHEREAS ,
the parties hereto wish to amend the Indenture, the Agreement of
Definitions and the Trust Agreement in accordance with the terms
and conditions set forth below; and
NOW,
THEREFORE , in consideration of the mutual agreements herein
contained and other good and valuable consideration, receipt of
which is acknowledged, the parties hereto agree as
follows:
ARTICLE I
RECITALS AND DEFINITIONS
Section 1.1
Recitals . The foregoing Recitals are hereby
incorporated in and made a part of this Amendment.
Section 1.2
Definitions . Capitalized terms used and not defined
herein have the respective meanings assigned such terms in the
Agreement of Definitions dated as of April 23, 2008 (as from
time to time amended, supplemented or otherwise modified and in
effect, the “ Agreement of Definitions ”), by
and among Nissan Auto Lease Trust 2008-A, as issuer (the “
Issuing Entity ”), NILT Trust, a Delaware statutory
trust, as grantor and initial beneficiary (in such capacity, the
“ Grantor ” and the “ UTI
Beneficiary ,” respectively), Nissan-Infiniti LT, a
Delaware statutory trust (the “ Titling Trust
”), Nissan Motor Acceptance Corporation, a California
corporation (“ NMAC ”), in its individual
capacity, as servicer and as administrative agent (in such
capacity, the “ Servicer ” and the “
Administrative Agent ,” respectively), Nissan Auto
Leasing LLC II, a Delaware limited liability company (“
NALL II ”), NILT, Inc., a Delaware corporation, as
trustee to the Titling Trust (the “ Titling Trustee
”), Wilmington Trust Company, a Delaware banking corporation,
as owner trustee and Delaware trustee (in such capacity, the
“ Owner Trustee ” and the “ Delaware
Trustee ,” 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), which also
contains rules as to usage that are applicable herein.
AMENDMENTS
Section 2.1
Amendments to the Indenture . As of the Effective
Date, the Indenture is hereby amended as follows:
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Agreement of
Amendment:
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NALT 2008-A
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(a)
Section 8.04(a) of the Indenture shall be, and hereby
is, amended to (1) delete the word “and” at the
end of subclause “(v)” thereof, (2) renumber
subclause “(vi)” to subclause “(vii)” and
(3) insert the following subclause “(vi)” in the
appropriate numerical order:
“(vi) until
all Classes of Notes have been paid in full, to the Reserve
Account, any remaining funds, until, on any Payment Date, the
amount on deposit in the Reserve Account equals the sum of the
Reserve Account Requirement and the Supplemental Reserve Account
Requirement; and”
(b)
Section 8.04(c) of the Indenture shall be, and hereby
is, amended and restated in its entirety to be and read as
follows:
“If on any
Payment Date, after giving effect to all deposits to and
withdrawals from the Reserve Account, the amount on deposit in the
Reserve Account exceeds the sum of the Reserve Account Requirement
and the Supplemental Reserve Account Requirement, the Indenture
Trustee shall distribute any such excess amounts to the Depositor.
Upon any such distributions, the Securityholders and the Swap
Counterparty will have no further rights in, or claims to such
amounts.”
Section 2.2
Amendments to the Agreement of Definitions . As of
the Effective Date, the Agreement of Definitions is hereby amended
as follows:
(a)
Section 1.01 of the Agreement of Definitions shall be,
and hereby is, amended to amend and restate the definition of
“Available Funds Shortfall Amount” in its entirety to
be and read as follows:
“ “
Available Funds Shortfall Amount ” means, for any
Payment Date and the related Collection Period, the amount,
if
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