UNDERWRITING AGREEMENT

EXHIBIT 1.1

NISSAN AUTO LEASE TRUST 2009-A

$208,000,000
1.04335% Asset Backed Notes, Class A-1

$304,000,000
2.01% Asset Backed Notes, Class A-2

$485,000,000
2.92% Asset Backed Notes, Class A-3

$85,610,000
3.51% Asset Backed Notes, Class A-4

UNDERWRITING AGREEMENT

June 2, 2009

Banc of America Securities LLC
Hearst Tower
214 North Tryon Street
Charlotte, NC 28255-0011
Mail Code NC1-027-21-04

Dear Sir or Madam:

     Nissan Motor Acceptance Corporation, a California corporation (“ NMAC ”), and Nissan Auto Leasing LLC II, a Delaware limited liability company (the “ Depositor ”), hereby confirm their agreement with Banc of America Securities LLC (the “ Representative ”) and the several underwriters named in Schedule A hereto (together with the Representative, collectively, the “ Underwriters ”) with respect to the purchase by the Underwriters of $208,000,000 aggregate principal amount of 1.04335% Asset Backed Notes, Class A-1 (the “ Class A-1 Notes ”), $304,000,000 aggregate principal amount of 2.01% Asset Backed Notes, Class A-2 (the “ Class A-2 Notes ”), $485,000,000 aggregate principal amount of 2.92% Asset Backed Notes, Class A-3 (the “ Class A-3 Notes ”) and $85,610,000 aggregate principal amount of 3.51% Asset Backed Notes, Class A-4 (the “ Class A-4 Notes”) (collectively, the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes are referred to herein as the “ Notes ”), of Nissan Auto Lease Trust 2009-A, a Delaware statutory trust (the “ Trust ” or “ Issuer ”), which Notes the Depositor proposes to sell to the Underwriters under the terms and conditions herein.

     Each of the Underwriters is a financial institution appearing on the Federal Reserve Bank of New York’s list of Primary Government Securities Dealers Reporting to the Government Securities Dealers Statistics Unit of the Federal Reserve Bank of New York (each, in such capacity, a “ Primary Dealer ”), and may be a party to that certain Master Loan and Security Agreement (the “ MLSA ”) among the Federal Reserve Bank of New York (the “ FRBNY ”), as

(Nissan 2009-A Underwriting Agreement)

Lender, various Primary Dealers party thereto, The Bank of New York Mellon, as Administrator, and The Bank of New York Mellon, as Custodian, in connection with the Term Asset-Backed Securities Loan Facility (“ TALF ”). To the extent expressly provided in this Agreement, and subject to the limitations in Section 9, certain of the rights, benefits and remedies of the Underwriters under this Agreement will be for the benefit of, and will be enforceable by, each Underwriter not only in such capacity but also in its capacity as a Primary Dealer and as a signatory to a letter agreement making such Primary Dealer a party to the MLSA.

     The Depositor was formed pursuant to a limited liability company agreement, dated as of October 29, 2001 (the “ Depositor LLC Agreement ”), among NMAC, as member (the “ Depositor Member ”), and H. Edward Matveld and Cheryl A. Lawrence, as special members.

     Simultaneously with the issuance of the Notes, the Depositor will cause the Trust to issue $327,956,560.08 aggregate principal amount of Asset Backed Certificates (the “ Certificates ”). The Notes and the Certificates shall collectively be referred to herein as the “ Securities .” The Notes will be issued pursuant to an indenture, dated as of June 9, 2009 (the “ Indenture ”), between the Trust and U.S. Bank National Association (“ U.S. Bank ”), as trustee (in such capacity, the “ Indenture Trustee ”). The Certificates will be issued pursuant to an amended and restated trust agreement, dated as of June 9, 2009 (the “ Trust Agreement ”), between the Depositor and Wilmington Trust Company (“ WTC ”), as trustee (in such capacity, the “ Owner Trustee ”). Each Note will represent an obligation of, and each Certificate will represent an undivided interest in, the Trust. The Certificates will be subordinated to the Notes to the extent described in the Indenture and the Trust Agreement.

     Pursuant to a trust agreement, dated as of July 7, 1998, among NILT Trust, as grantor and initial beneficiary (“ NILT Trust ”), NILT, Inc., as trustee (the “ Titling Trustee ”), WTC, as Delaware trustee (in such capacity, the “ Delaware Trustee ”), and U.S. Bank, as trust agent (in such capacity, the “ Trust Agent ”), which was subsequently amended and restated by an amended and restated trust and servicing agreement, dated as of August 26, 1998 (the “ Titling Trust Agreement ”), among NILT Trust, NMAC, as servicer (in such capacity, the “ Servicer ”), the Titling Trustee, the Delaware Trustee and the Trust Agent, Nissan-Infiniti LT, a Delaware statutory trust (the “ Titling Trust ”), was created to take assignments and conveyances of and hold in trust various leases, vehicles and certain related assets (collectively, the “ Trust Assets ”).

     Pursuant to the 2009-A SUBI supplement to the Titling Trust Agreement, dated as of June 9, 2009 (the “ 2009-A SUBI Supplement ”, and together with the Titling Trust Agreement, the “ SUBI Trust Agreement ”), among the parties to the Titling Trust Agreement, the Titling Trustee will be directed by NILT Trust to establish a special unit of beneficial interest to be known as the “ 2009-A SUBI ” (the “ 2009-A SUBI ”). The Titling Trustee will allocate a portfolio consisting of the 2009-A Leases, the 2009-A Vehicles and certain other related assets to the 2009-A SUBI (collectively, the “ 2009-A SUBI Assets ”). The Trust Assets (including the 2009-A SUBI Assets) will be serviced by the Servicer pursuant to a servicing agreement, dated as of March 1, 1999, as supplemented by a 2009-A supplement, dated as of June 9, 2009 (collectively, the “ Servicing Agreement ”), in each case among the Titling Trust, NILT Trust and the Servicer.

(Nissan 2009-A Underwriting Agreement)

     In connection with the creation of the 2009-A SUBI, the Titling Trust will issue to NILT Trust a certificate (the “ SUBI Certificate ”) representing a 100% beneficial interest in the 2009-A SUBI. Pursuant to a SUBI certificate transfer agreement, dated as of June 9, 2009 (the “ SUBI Certificate Transfer Agreement ”), between the Depositor and NILT Trust, NILT Trust will sell the SUBI Certificate to the Depositor. Pursuant to a trust SUBI certificate transfer agreement, dated as of June 9, 2009 (the “ Trust SUBI Certificate Transfer Agreement ”), between the Depositor and the Trust, the Depositor will sell the SUBI Certificate to the Trust. This Underwriting Agreement (this “ Agreement ”), the Indenture, the Trust Agreement, the Titling Trust Agreement, the SUBI Trust Agreement, the SUBI Certificate Transfer Agreement, the Servicing Agreement, the Trust SUBI Certificate Transfer Agreement, the backup security agreement, dated as of June 9, 2009 (the “ Back-up Security Agreement ”), among the Titling Trust, NILT Trust, the Depositor, the Trust and the Indenture Trustee, the control agreement, dated as of June 9, 2009 (the “ Control Agreement ”), among NMAC, the Trust and U.S. Bank, as Indenture Trustee, the secured party, and securities intermediary (in such capacity, the “ Securities Intermediary ”) and the trust administration agreement dated as of June 9, 2009 (the “ Trust Administration Agreement ”), among the Depositor, the Trust, the Indenture Trustee and NMAC, as administrative agent are referred to herein collectively as the “ Basic Documents .” Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Agreement of Definitions, dated as of June 9, 2009, among the Trust, the Titling Trust, the Titling Trustee, NILT Trust, the Depositor, the Owner Trustee, NMAC, the Indenture Trustee, the Delaware Trustee and the Trust Agent (the “ Agreement of Definitions ”).

     Unless otherwise stated, references to “ Section ” mean Sections of this Agreement.

     NMAC and the Depositor hereby agree with the Underwriters as follows:

Section 1. Representations and Warranties.

     (a)  Representations and Warranties by NMAC and the Depositor .  Each of NMAC and the Depositor, jointly and severally, represents and warrants to the Underwriters, as of the date hereof and as of the Closing Date referred to in Section 2(c), and agrees (i) with the Underwriters, and (ii) with respect to clauses (a)(ii) and (a)(xv) of this Section 1 only, with the Underwriters in their capacities as Primary Dealers, with respect to TALF loans secured by the Notes, as follows:

     (i) Registration Statement, Preliminary Prospectus and Final Prospectus .  A registration statement and Amendment No. 1 and Amendment No. 2 thereto (File Nos. 333-147542 and 333-147542-01), including a form of prospectus supplement relating to the Notes and a form of base prospectus relating to each class of securities to be registered under such registration statement, has been filed on Form S-3 with the Securities and Exchange Commission (the “ Commission ”) and either (i) has been declared effective under the Securities Act of 1933, as amended (the “ Act ”), and is not proposed to be amended or (ii) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the “ initial registration statement ”) has been declared effective, either (i) any additional registration statement (the “ additional registration statement ”) relating to the Notes has been filed with the

(Nissan 2009-A Underwriting Agreement)

Commission pursuant to rule 462(b) (“ Rule 462(b) ”) under the Act and declared effective upon filing, and the Notes have been registered under the Act pursuant to the initial registration statement and such additional registration statement or (ii) any such additional registration statement proposed to be filed with the Commission pursuant to Rule 462(b) will become effective upon filing pursuant to Rule 462(b) and upon such filing the Notes will have been duly registered under the Act pursuant to the initial registration statement and such additional registration statement. If the Depositor and NMAC do not propose to amend the initial registration statement, any such additional registration statement or any post-effective amendment to either such registration statement filed with the Commission prior to the execution and delivery of this Agreement, then the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Act (“ Rule 462(c) ”) or Rule 462(b).

     For purposes of this Agreement, “ Effective Time ” with respect to the initial registration statement or, if filed prior to the execution and delivery of this Agreement, the additional registration statement means (A) if the Depositor and NMAC have advised the Representative that they do not propose to amend such registration statement, the date and time as of which such registration statement, or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) or (B) if the Depositor and NMAC have advised the Representative that they propose to file an amendment or post-effective amendment to such registration statement, the date and time as of which such registration statement as amended by such amendment or post-effective amendment, as the case may be, is declared effective by the Commission. If the Depositor and NMAC have advised the Representative that they propose to file, but have not filed, an additional registration statement, “ Effective Time ” with respect to such additional registration statement means the date and time as of which such registration statement is filed and becomes effective pursuant to Rule 462(b).

     The initial registration statement and all amendments and supplements thereto, as amended at its time of effectiveness, including all information (A) contained in the additional registration statement (if any), (B) deemed to be a part of the initial registration statement as of the time of effectiveness of the additional registration statement (if any) pursuant to the General Instructions of the Form on which it is filed and (C) deemed to be a part of the initial registration statement as of its time of effectiveness pursuant to Rule 430A(b) under the Act (“ Rule 430A(b) ”), is hereinafter referred to as the “ Initial Registration Statement. ” The additional registration statement and all amendments and supplements thereto, as amended at its time of effectiveness, including the contents of the initial registration statement incorporated by reference therein and deemed to be a part of the additional registration statement as of its Effective Time pursuant to Rule 430A(b), is hereinafter referred to as the “ Additional Registration Statement. ” The Initial Registration Statement, the Additional Registration Statement and all Incorporated Documents (as defined below) are hereinafter referred to collectively as the “ Registration Statements ” and individually as a “ Registration Statement. ” As used herein, the term “ Incorporated Documents ”, when used with respect to the Registration Statement as of any date, means the documents incorporated or deemed to be

(Nissan 2009-A Underwriting Agreement)

incorporated by reference in the Registration Statement (i) as of such date pursuant to Item 12 of Form S-3 or pursuant to a no-action letter of the Commission or (ii) as of any other date pursuant to Rule 430B(f) under the Act. A preliminary prospectus supplement, dated May 26, 2009, as supplemented by the supplement to preliminary prospectus supplement, dated June 1, 2009, relating to the Notes (the “ Preliminary Prospectus Supplement ”), and accompanied by the base prospectus, dated May 26, 2009 relating to the Notes (the “ Base Prospectus ”), will be filed with the Commission in connection with the offering and sale of the Notes pursuant to and in accordance with Rule 424(b) under the Act (“ Rule 424(b) ”) within the time period required thereby (together, including all material incorporated by reference therein, the “ Preliminary Prospectus ”). A final prospectus supplement, dated June 2, 2009, relating to the Notes (the “ Prospectus Supplement ”), and accompanied by the Base Prospectus, will be filed with the Commission in connection with the offering and sale of the Notes pursuant to and in accordance with Rule 424(b) within the time period required thereby (together, including all material incorporated by reference therein, the “ Final Prospectus ”). As used herein, and for the sake of clarity, each of the term “ Preliminary Prospectus ” and “ Final Prospectus ” includes all static pool information disclosed therein in response to Item 1105 of Regulation AB (including, without limitation, the information disclosed in the Appendices to the Preliminary Prospectus Supplement and the Prospectus Supplement), whether or not such information is otherwise deemed to be part of the Preliminary Prospectus or the Final Prospectus under the rules and regulations of the Commission (the “ Rules and Regulations ”).

     (ii) Compliance with Laws; Disclosures .  (A) On the effective date of any Registration Statement whose time of effectiveness is prior to the execution and delivery of this Agreement, each such Registration Statement conformed, (B) on the date of this Agreement, each such Registration Statement conforms and (C) on any related effective date of the Registration Statement, subsequent to the date of this Agreement and on the Closing Date (as defined in Section 2(c) hereof), each such Registration Statement will conform, in all respects to the requirements of the Act and the Rules and Regulations and the Trust Indenture Act of 1939, as amended (the “ 1939 Act ”), and at such times each such Registration Statement, as amended, did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

     As of 12:00 p.m. (New York time), June 2, 2009 (the “ Date of Sale ”), which shall be the date and time of the first contract of sale for the Notes, and at the time of filing of the Preliminary Prospectus pursuant to Rule 424(b) (or if no such filing is required, at the effective date of the Additional Registration Statement that includes the Preliminary Prospectus), the Preliminary Prospectus, together with the pricing and price dependent information which appears in the Final Prospectus (the “ Pricing Information ”), did not include, does not include and will not include, any untrue statement of a material fact, nor did, does or will the Preliminary Prospectus, together with the Pricing Information, omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(Nissan 2009-A Underwriting Agreement)

     As of the date of the first use of the Final Prospectus, at the time of filing of the Final Prospectus pursuant to Rule 424(b) (or if no such filing is required, at the effective date of the Additional Registration Statement that includes the Final Prospectus), on the date of this Agreement and at the Closing Date, the Final Prospectus, as amended and supplemented as of such dates, will conform, in all material respects to the requirements of the Act and the Rules and Regulations, and does not include, and will not include, any untrue statement of a material fact, nor did, does or will the Final Prospectus, as amended and supplemented as of such dates, omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

     The three preceding paragraphs do not apply to statements in or omissions from the Registration Statement, the Preliminary Prospectus or the Final Prospectus based upon Underwriter Information (as defined herein) or that part of the Registration Statement which constitutes the Statement of Qualification under the 1939 Act on Form T-1 (the “ Form T-1 ”) of the Indenture Trustee (which will be represented and warranted to by the Indenture Trustee). If the time of effectiveness of the Registration Statement is subsequent to the date of this Agreement, no Additional Registration Statement has been or will be filed. The Indenture has been qualified under the 1939 Act.

     (iii) No Material Adverse Effect .  Since the respective date as of which information is given in the Preliminary Prospectus and the Final Prospectus, as then amended or supplemented, except as otherwise set forth therein (exclusive of amendments or supplements after the date hereof), there has been no material adverse effect in the condition, financial or otherwise, earnings or business affairs, whether or not arising out of the ordinary course of business, of the Depositor or any of its affiliates (as such term is defined in Rule 501(b) under the Act) (each, an “ Affiliate ”), or in the ability of such entity to perform its obligations under each Basic Document to which it is a party or by which it may be bound. Except as otherwise indicated by the context, all references to the term “material” in this Agreement that refer to the Depositor or its Affiliates, or any of them, shall be interpreted in proportion to the business of NMAC and its consolidated subsidiaries, as a whole, and not in proportion to the business of the Depositor or its Affiliate(s), individually.

     (iv) Issuance of the Notes .  The Notes have been duly authorized and, at the Closing Date, will have been duly executed by the Owner Trustee on behalf of Trust and, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against the consideration therefor, will constitute valid and binding obligations of the Trust, enforceable against the Trust in accordance with their terms, except as the enforcement may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), moratorium, reorganization or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and will be in the form contemplated by, and entitled to the benefits of, the Indenture and Trust Agreement.

(Nissan 2009-A Underwriting Agreement)

     (v) Description of Notes and Basic Documents .  The Notes and each of the Basic Documents conform in all material respects to the description thereof and the statements relating thereto contained in the Registration Statement, the Preliminary Prospectus and the Final Prospectus, as then amended or supplemented, and will be in substantially the respective forms previously delivered to the Representative.

     (vi) SUBI Certificate .  The SUBI Certificate conforms in all material respects to the descriptions thereof and the statements relating thereto contained in the Registration Statement, the Preliminary Prospectus and the Final Prospectus, as then amended or supplemented, and the SUBI Certificate has been duly and validly authorized and, when executed, issued, authenticated and delivered in accordance with the SUBI Trust Agreement, will be duly and validly issued and outstanding and entitled to the benefits of the SUBI Trust Agreement.

     (vii) No Investment Company Registration .  None of NMAC, the Depositor, NILT Trust, the Titling Trust or the Trust is required to be registered as an “investment company” under the Investment Company Act of 1940, as amended (the “ 1940 Act ”).

     (viii) Allocation of 2009-A SUBI Assets .  At or prior to the Closing Date, the Titling Trustee will have allocated 2009-A Leases and 2009-A Vehicles as 2009-A SUBI Assets that have an aggregate Securitization Value as of the Cut-Off Date equal to $1,410,566,560.08, and each of the 2009-A Leases and 2009-A Vehicles allocated as a 2009-A SUBI Asset at the Closing Date will meet the eligibility criteria for selection described in the SUBI Trust Agreement and the Servicing Agreement.

     (ix) Payment of Taxes Fees and Other Charges .  Any material taxes, fees and other governmental charges in connection with the execution, delivery and performance of this Agreement and the other Basic Documents and any other agreements contemplated herein or therein shall have been paid or will be paid at or prior to the Closing Date to the extent then due.

     (x) Representations and Warranties .  The representations and warranties of each of the Depositor, the Trust and NMAC in each Basic Document to which it is a party are true and correct in all material respects.

     (xi) Independent Public Accountants .  Ernst & Young LLP are independent public accountants with respect to the Depositor within the meaning of the Act and the Rules and Regulations.

     (xii) Not Ineligible Issuer . The Depositor is not, and on the date on which the first bona fide offer of the Notes was made, was not an “ineligible issuer” as defined in Rule 405 of the Rules and Regulations.

     (xiii) Written Communications . Other than the Preliminary Prospectus, the Final Prospectus and any materials included in one or more “road shows” (as defined in Rule 433(h) under the Act) relating to the Notes authorized or approved by the Depositor and NMAC, neither the Depositor nor NMAC (including their respective agents and representatives other than the Underwriters in their capacity as such) has made, used,

(Nissan 2009-A Underwriting Agreement)

prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes.

     (xiv) No Other Contract Required . Neither the Depositor nor NMAC knows of any contract or other document of a character required to be filed as an exhibit to the Registration Statement or required to be described in the Registration Statement, the Preliminary Prospectus or the Final Prospectus, as then amended and supplemented, which is not filed or described as required.

     (xv) TALF . Assuming that the Notes receive the expected ratings identified in the Preliminary Prospectus and are not on review or watch for downgrade, (i) the Notes satisfy the requirements to be Eligible Collateral (“Eligible Collateral”), as that term is defined in the form of MLSA, posted on the website of the FRBNY (in the most recently dated version as of the date of such representation) at http://www.newyorkfed.org/ markets/talf docs.html , among the FRBNY, as lender, the primary dealers party thereto, each on behalf of itself and its respective applicable borrowers, and The Bank of New York Mellon, as Administrator and as Custodian, in connection with the FRBNY’s Term Asset-Backed Securities Loan Facility, and (ii) the Prospectus, as of its date and the Closing Date, when taken as a whole together with all information provided by the Depositor and the Servicer or on behalf of the Depositor and the Servicer to any national recognized statistical rating organization in connection with the offering of the Notes, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No representation is made by the Depositor and the Servicer as to the eligibility of a borrower under TALF.

     (b)  Representations and Warranties of the Depositor and the Depositor Member .  Each of the Depositor and NMAC, jointly and severally, represents and warrants to the Underwriters, as of the date hereof and as of the Closing Date referred to in Section 2(c) and agrees with the Underwriters as follows:

     (i) Due Organization .  The Depositor has been duly formed and is validly existing as a limited liability company in good standing under the Delaware Limited Liability Company Act, 6 Del. C. Sections 18-10.1 et seq. (the “ Delaware Act ”), and all filings required at the date hereof under the Delaware Act with respect to the due formation and valid existence of the Depositor as a limited liability company have been made. The Depositor has power and authority to own, lease and operate its properties and to conduct its business as described in the Preliminary Prospectus and the Final Prospectus, as then amended or supplemented, and to enter into and perform its obligations under the Basic Documents. NMAC has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of California and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Preliminary Prospectus and the Final Prospectus, as then amended or supplemented, and to enter into and perform its obligations under the Basic Documents. Each of the Depositor and NMAC is duly qualified as a foreign limited liability company or corporation, as applicable, to transact

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business and is in good standing in each jurisdiction in which the conduct of its business or the lease or ownership of its property requires such qualification, except where the failure so to qualify or to be in good standing would not have a material adverse effect on its ability to perform its obligations under the Basic Documents.

     (ii) Depositor Member Interests .  NMAC is the sole member of the Depositor and, at the Closing Date, NMAC will own its 100% membership interest in the Depositor free and clear of any Liens except as permitted by the Basic Documents.

     (iii) Absence of Defaults and Conflicts .  Neither the Depositor nor NMAC is in violation of its organizational or charter documents, bylaws, or the Depositor LLC Agreement, as the case may be, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement, contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it or its properties or assets may be bound, which would have a material adverse effect on the Depositor’s or NMAC’s ability to perform its respective obligations under the Basic Documents or on the validity or enforceability thereof. The execution, delivery and performance by each of the Depositor or NMAC, as the case may be, of the Basic Documents, and the issuance and sale of the Notes and compliance with the terms and provisions thereof will not, subject to obtaining any consents or approvals as may be required under the securities or “blue sky” laws of various jurisdictions, (i) result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, rule, regulation, or order of any governmental agency or body or any court having jurisdiction over the Depositor or NMAC or their respective properties or any agreement or instrument to which either is a party or by which either is bound or to which any of their respective properties are subject, except where such breach, violation, or default would not have a material adverse effect on the transactions contemplated herein or on the Depositor’s or NMAC’s respective ability to perform its obligations under the Basic Documents, (ii) conflict with the Depositor’s or NMAC’s charter or bylaws or the Depositor LLC Agreement, as the case may be, or (iii) result in the creation or imposition of any Lien (except as permitted by the Basic Documents) upon any of the Depositor’s or NMAC’s property or assets is subject, except for Liens that, individually or in the aggregate, will not have a material adverse effect on either of the Depositor’s or NMAC’s ability to perform its respective obligations under the Basic Documents.

     (iv)  Absence of Proceedings .  Other than as disclosed in the Preliminary Prospectus and the Final Prospectus, as then amended or supplemented (exclusive of amendments or supplements after the date hereof), there is no action, suit or proceeding (whether individually or in the aggregate) before or by any court or governmental agency or body, domestic or foreign, now pending or, to the knowledge of each of the Depositor and NMAC, threatened, against or affecting the Depositor or NMAC that could reasonably be expected to have any material adverse effect on the Depositor or NMAC, respectively, with respect thereto.

     (v)  Absence of Further Requirements .  No authorization, approval or consent of any court, governmental authority or agency or any other person is necessary in connection with (A) the issuance of the SUBI Certificate, (B) the issuance of the

(Nissan 2009-A Underwriting Agreement)

Securities or the offering and sale of the Notes, (C) the execution, delivery and performance by the Depositor or NMAC of this Agreement or any Basic Document to which it is a party or (D) the consummation by the Depositor or NMAC of the transactions contemplated hereby or thereby, except such authorizations, approvals or consents as have been obtained and are in full force and effect as of the Closing Date.

     (vi) Possession of Licenses and Permits .  Each of the Depositor and NMAC possesses all material certificates, authorizations, licenses and permits issued by the appropriate state, federal or foreign regulatory agencies or bodies as are necessary to conduct the business now operated by it; all such certificates, authorizations, licenses and permits are valid and in full force and effect except where such invalidity or failure to be in full force and effect does not have a material adverse effect on the Depositor’s or NMAC’s ability to perform its respective duties under the Basic Documents; and neither the Depositor nor NMAC has received notice of proceedings relating to the revocation or modification of any such certificate, authorization, license or permit which, singly or in the aggregate, if the subject of any unfavorable decision, ruling or finding, could reasonably be expected to have a material adverse effect on the ability of either the Depositor or NMAC to perform its respective obligations under the Basic Documents.

     (vii) Authorization of this Agreement .  This Agreement has been duly authorized, executed and delivered by the Depositor and NMAC.

     (viii) Authorization of Basic Documents .  As of the Closing Date, each of the Basic Documents to which any of the Depositor, NMAC or the Trust is a party and the Depositor LLC Agreement has been duly authorized, executed and delivered by each such entity, and (assuming the due authorization, execution and delivery thereof by the other parties thereto) constitutes the legal, valid and binding agreement of the Depositor and NMAC, as applicable, enforceable against such party in accordance with its respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), moratorium, reorganization or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

     (ix) Leases .  Each 2009-A Lease constitutes the legal, valid, binding and enforceable agreement of the parties thereto, except as the enforceability thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), moratorium, reorganization or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; and each 2009-A Lease complies or will comply on the Closing Date in all material respects as to content and form with all applicable state and federal laws, including, without limitation, consumer protection laws, except where the failure to so comply would not have a material adverse effect on the Trust, with respect thereto.

     (c)  Representations and Warranties of the Titling Trust and NILT Trust .  NMAC, on behalf of the Titling Trust and NILT Trust, each to the extent indicated below, represents and

(Nissan 2009-A Underwriting Agreement)

warrants to the Underwriters, as of the date hereof and as of the Closing Date referred to in Section 2(c), and agrees with the Underwriters as follows:

     (i) No Material Adverse Effect .  Since the respective date as of which information is given in the Preliminary Prospectus and the Final Prospectus, as then amended or supplemented, except as otherwise set forth therein (exclusive of amendments or supplements after the date hereof), there has been no material adverse effect in the condition, financial or otherwise, earnings or business affairs, whether or not arising out of the ordinary course of business, of the Titling Trust or NILT Trust, or in the ability of either of them to perform its respective obligations under each Basic Document to which either of them is a party or by which either of them may be bound.

     (ii) Due Organization of the Titling Trust and NILT Trust .  Each of the Titling Trust and NILT Trust has been duly formed and is validly existing as a statutory trust in good standing under Delaware law, and all filings required at the date hereof under Delaware law with respect to the due formation and valid existence of Titling Trust or NILT Trust, respectively, as a statutory trust have been made. Each of the Titling Trust and NILT Trust has the power and authority to own, lease and operate its properties and to conduct its business as described in the Preliminary Prospectus and the Final Prospectus, as then amended or supplemented, and to enter into and perform its obligations under the Basic Documents. Each of the Titling Trust and NILT Trust is duly qualified as a foreign statutory trust to transact business and is in good standing in each jurisdiction in which the conduct of its business or the lease or ownership of its property requires such qualification, except where the failure so to qualify or to be in good standing would not have a material adverse effect on the Titling Trust’s or NILT Trust’s ability to perform its respective obligations under the Basic Documents.

     (iii) Absence of Defaults and Conflicts .  Neither the Titling Trust nor NILT Trust is in violation of its organizational or charter documents, bylaws, or applicable trust agreement, as the case may be, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement, contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it or its properties or assets may be bound, which would have a material adverse effect on the Titling Trust’s or NILT Trust’s ability to perform its respective obligations under the Basic Documents or on the validity or enforceability thereof. The execution, delivery, and performance by each of the Titling Trust or NILT Trust, as the case may be, of the Basic Documents, and the issuance and sale of the Notes and compliance with the terms and provisions thereof will not, subject to obtaining any consents or approvals as may be required under the securities or “blue sky” laws of various jurisdictions, (i) result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, rule, regulation, or order of any governmental agency or body or any court having jurisdiction over the Titling Trust or NILT Trust or their respective properties or any agreement or instrument to which either is a party or by which either is bound or to which any of their respective properties are subject, except where such breach, violation, or default would not have a material adverse effect on the Titling Trust’s or NILT Trust’s ability to perform its respective obligations under the Basic Documents, (ii) conflict with the Titling Trust’s or NILT Trust’s

(Nissan 2009-A Underwriting Agreement)

organizational documents or (iii) result in the creation or imposition of any Lien (except as permitted by the Basic Documents) upon any of the Titling Trust’s or NILT Trust’s property or assets, except for Liens that, individually or in the aggregate, will not have a material adverse effect on the Titling Trust’s or NILT Trust’s ability to perform its respective obligations under the Basic Documents.

     (iv) Absence of Proceedings .  Other than as disclosed in the Preliminary Prospectus and the Final Prospectus, as then amended and supplemented (exclusive of any amendments or supplements after the date hereof), there is no action, suit or proceeding (whether individually or in the aggregate) before or by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of NMAC, threatened, against or affecting any of the Titling Trust or NILT Trust that could reasonably be expected to have any material adverse effect with respect thereto.

     (v) Absence of Further Requirements .  No authorization, approval or consent of any court, governmental authority or agency or any other person is necessary in connection with the execution, delivery and performance by the Titling Trust or NILT Trust of this Agreement, the SUBI Trust Agreement or any Basic Document to which any of them is a party or the consummation by any of them of the transactions contemplated hereby or thereby, except such authorizations, approvals or consents as will have been obtained and are in full force and effect as of the Closing Date.

     (vi) Possession of Licenses and Permits .  Each of the Titling Trust and NILT Trust possesses all material certificates, authorizations, licenses and permits issued by the appropriate state, federal or foreign regulatory agencies or bodies as are necessary to conduct the business now operated by it; all such certificates, authorizations, licenses and permits are valid and in full force and effect except where such invalidity or failure to be in full force and effect does not have a material adverse effect on the Titling Trust’s or NILT Trust’s ability to perform its respective obligations under the Basic Documents; and neither the Titling Trust nor NILT Trust has received notice of any proceedings relating to the revocation or modification of any such certificate, authority, license or permit which, singly or in the aggregate, if the subject of any unfavorable decision, ruling or finding, could reasonably be expected to have a material adverse effect on the ability of the Titling Trust or NILT Trust to perform its respective obligations under the Basic Documents.

     (vii) Authorization of Basic Documents .  As of the Closing Date, each Basic Document to which any of the Titling Trust or NILT Trust is a party has been duly authorized, executed and delivered by the Titling Trust or NILT Trust, as the case may be, and (assuming the due authorization, execution and delivery thereof by the other parties thereto) constitutes the legal, valid and binding agreement of the Titling Trust and NILT Trust, as applicable, enforceable against such party in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws related to fraudulent transfers), moratorium, reorganization or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

(Nissan 2009-A Underwriting Agreement)

     (viii) Title to 2009-A SUBI Assets .  At the time of execution and delivery of the 2009-A SUBI Supplement on the Closing Date, the Titling Trust, or the Titling Trustee on behalf of the Titling Trust, will own the 2009-A Leases and hold marketable title to the 2009-A Vehicles, together with other rights relating to the 2009-A Vehicles and the 2009-A Leases being allocated as 2009-A SUBI Assets, in each case free and clear of any Liens (except as permitted by the Basic Documents).

     (ix) Absence of Assignment of 2009-A SUBI Assets .  As of the Closing Date, the Titling Trust has not assigned to any Person any of its right, title or interest in any of the 2009-A Leases, related contract rights, 2009-A Vehicles or other related rights constituting the 2009-A SUBI Assets, or has obtained the release of each such prior assignment.

     (x) Allocation of 2009-A SUBI Assets .  As of Closing Date, the Servicer has made the appropriate allocation of assets within the estate of the Titling Trust to the 2009-A SUBI required by the SUBI Trust Agreement.

     (xi) Leases .  Each 2009-A Lease constitutes the legal, valid, binding and enforceable agreement of the parties thereto, except as the enforceability thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws related to fraudulent transfers), moratorium, reorganization or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; and each 2009-A Lease complies or will comply on the Closing Date in all material respects as to content and form with all applicable state and federal laws, including, without limitation, consumer protection laws, except where failure to so comply would not have a material adverse effect with respect thereto.

     (d)  Officer’s Certificates .  Any certificate respecting the Notes signed by any officer of the Depositor, NMAC or any of their respective Affiliates and delivered at the Closing Date to the Underwriters or to counsel to the Underwriters shall be deemed a representation and warranty by the Depositor, NMAC or such Affiliate, as the case may be, to the Underwriters as to the matters covered thereby.

Section 2. Sale and Delivery to Underwriters; Closing .

     (a)  Notes .  On the basis of and in reliance on the representations, warranties and agreements herein contained and subject to the terms and conditions set forth herein, the Depositor agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase aggregate principal amounts of the Notes set forth opposite the names of the Underwriters in Schedule A hereto.

     (b)  Purchase Price .  The Notes are to be purchased by the Underwriters at a purchase price equal to (i) in the case of the Class A-1 Notes, 99.88000% of the aggregate principal amount thereof, (ii) in the case of the Class A-2 Notes, 99.76650% of the aggregate principal amount thereof, (iii) in the case of the Class A-3 Notes, 99.65801% of the aggregate principal

(Nissan 2009-A Underwriting Agreement)

amount thereof and (iv) in the case of the Class A-4 Notes, 99.54123% of the aggregate principal amount thereof.

     (c)  Payment .  Against payment of the purchase price by wire transfer of immediately available funds to the Depositor, the Depositor will deliver the Notes to the Representative, for the account of the Underwriters, at the office of Mayer Brown LLP, 350 South Grand Avenue, 25 ^th Floor, Los Angeles, California 90071-1503 or at such other place as shall be agreed upon by the Representative, the Depositor and NMAC, on June 9, 2009, at 10:00 a.m., Los Angeles time, or at such other time not later than seven full Business Days thereafter as the Representative and the Depositor determine, such time being herein referred to as the “ Closing Date .” The Notes to be so delivered will be initially represented by one or more certificates registered in the name of Cede & Co., the nominee of The Depository Trust Company (“ DTC ”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive certificates evidencing the Notes will be available only under the limited circumstances specified in the Indenture. Certificates for the Notes shall be made available for examination and packaging by the Representative in The City of New York not later than 10:00 A.M. (New York time) on the last Business Day prior to the Closing Date.

Section 3. Offering by Underwriters .  It is understood that the several Underwriters propose to offer the Notes for sale to the public as set forth in the Preliminary Prospectus and the Final Prospectus.

Section 4. Covenants of NMAC and the Depositor .  NMAC and the Depositor jointly and severally covenant with the Underwriters as follows:

     (a)  Registration Statement, Preliminary Prospectus and Final Prospectus .  The Depositor and NMAC will file the Preliminary Prospectus and the Final Prospectus with the Commission pursuant to and in accordance with Rule 424(b) within the prescribed time period and will provide evidence satisfactory to the Representative of such timely filing. If the time of effectiveness of the Initial Registration Statement is prior to the execution and delivery of this Agreement and an Additional Registration Statement is necessary to register a portion of the Notes under the Act but the time of effectiveness thereof has not occurred as of such execution and delivery, the Depositor and NMAC will file the Additional Registration Statement or a post-effective amendment thereto, as the case may be, with the Commission pursuant to and in accordance with Rule 462(b). The Depositor will advise the Representative promptly of any such filing pursuant to Rule 424(b) or Rule 462(b), as applicable.

     (b)  Notice and Effect of Material Events .  The Depositor will advise the Representative promptly of any proposal to amend or supplement the Registration Statement as filed or the Preliminary Prospectus or the Final Prospectus and will not effect any such amendment or supplement without the Representative’s reasonable consent. The Depositor will advise the Representative promptly of the effectiveness of the Registration Statement (if the time of effectiveness of the Registration Statement is subsequent to the execution and delivery of this Agreement), of any amendment or supplement of the Registration Statement, the Preliminary Prospectus or the Final Prospectus and of the institution by the Commission of any stop order

(Nissan 2009-A Underwriting Agreement)

proceedings in respect of the Registration Statement. The Depositor will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued.

     (c)  Amendment to Preliminary Prospectus and Final Prospectus .  If, during such time when the delivery of a prospectus shall be required by law in connection with sales of any Notes (including delivery as contemplated by Rule 172 of the Act), either (i) any event shall have occurred as a result of which the Preliminary Prospectus or the Final Prospectus, as then amended or supplemented, would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for any other reason it shall be necessary to amend or supplement the Preliminary Prospectus or the Final Prospectus, the Depositor will promptly notify the Representative and will promptly prepare for review by the Representative and file with the Commission an amendment or a supplement to the Preliminary Prospectus or the Final Prospectus that will correct such statement or omission or effect such compliance. Neither the consent of the Underwriters to, nor the delivery by the Underwriters of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7, unless such consent specifically waives such conditions.

     (d)  Earnings Statement .  The Depositor will cause the Trust to make generally available to Holders as soon as practicable, but not later than fourteen months after the effective date of the Registration Statement, an earnings statement of the Trust covering a period of at least twelve consecutive months beginning after such effective date and satisfying the provisions of Section 11(a) of the Act (including Rule 158 promulgated thereunder); provided that this covenant may be satisfied by posting the monthly investor reports for the Trust on a publicly available website or filing such monthly investor reports with the Commission on Form 10-D.

     (e)  Copies of Registration Statements .  The Depositor will furnish to the Representative copies of the Registration Statement (which will include all exhibits), the Preliminary Prospectus, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative may from time to time reasonably request.

     (f)  Copies of Reports .  So long as any of the Notes are outstanding, the Depositor will furnish to the Representative copies of all reports or other communications (financial or otherwise) furnished to Holders, and deliver to the Representative during such same period (i) as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission, and (ii) such additional information concerning the business and financial condition of the Depositor and the Trust as the Representative may from time to time reasonably request.

     (g)  Qualification of Notes for Offer and Sale .  The Depositor shall use its reasonable efforts, in cooperation with the Underwriters, to qualify the Notes for offering and sale under the applicable securities laws of such jurisdictions in the United States as the Underwriters may reasonably designate in writing and shall maintain such qualifications in effect as long as required for the sale of the Notes; provided , however , that neither NMAC nor the Depositor shall be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to

(Nissan 2009-A Underwriting Agreement)

subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

     (h)  Rating of Notes .  The Depositor shall take all reasonable action necessary to enable Moody’s Investors Service, Inc. (“ Moody’s ”) and Standard and Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. (“ S&P ” and together with Moody’s, the “ Rating Agencies ”) to provide the Class A-1 Notes with the highest short-term rating, and the remaining classes of the Notes with the highest long-term rating or its equivalent at the Closing Date.

     (i)  Furnishing of Documents .  To the extent, if any, that the rating provided with respect to the Notes by Moody’s or S&P is conditional upon the furnishing of documents or the taking of any other actions by the Depositor, the Depositor shall furnish, and shall cause NMAC to furnish, such documents and take such other actions.

     (j)  Use of Proceeds .  The Depositor shall cause the Trust to use the net proceeds received by it from the sale of the Notes in the manner specified in the Preliminary Prospectus and the Final Prospectus under “ Use of Proceeds .”

     (k)  Annual Statement of Compliance .  For so long as the Depositor is filing reports under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), with respect to the Issuer, or until such time as the Underwriters shall cease to maintain a secondary market in the Notes, whichever occurs first, the Depositor will deliver to the Representative the annual statements of compliance and the annual independent certified public accountants’ reports furnished to the Indenture Trustee pursuant to the 2009-A Servicing Supplement, as soon as such statements and reports are furnished to the Indenture Trustee.

     (l)  Requirements Under the TALF Certification . For so long as any of the Notes remain outstanding, NMAC will comply with its obligations under paragraph 5 of the Certification as to TALF Eligibility (the “ TALF Certification ”) (unless such obligations are waived by the FRBNY or its designated agents) (i) to provide notice to the FRBNY and all registered holders of the Notes in writing if certain statements are not correct no later than 9:00 a.m. New York City time on the fourth Business Day following such determination, and (ii) to issue a press release regarding such determination no later than 9:00 a.m. New York City time on the fourth Business Day following such determination, and the Depositor will promptly provide each Underwriter a copy of each such notification.

Section 5. Payment of Expenses .  Except as otherwise agreed in writing by the parties hereto, the Depositor will pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including (i) the printing (or otherwise reproducing) and filing of the Registration Statement as originally filed and of each amendment thereto; (ii) the preparation, issuance and delivery of the Notes to the Underwriters; (iii) the fees and disbursements of the Depositor’s and NMAC’s counsel and accountants; (iv) the fees of DTC in connection with the book-entry registration of the Notes; (v) the qualification of the Notes under state securities law in accordance with the provisions of Section 4(g), including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the blue sky survey, if required; (vi) the printing (or otherwise

(Nissan 2009-A Underwriting Agreement)

reproducing) and delivery to the Underwriters of copies of each of the Preliminary Prospectus and the Final Prospectus and any amendments or supplements thereto; (vii) the reproducing and delivery to the Underwriters of copies of the blue sky survey; and (viii) the fees charged by Moody’s and S&P for rating the Notes. The Underwriters shall not be responsible for the fees and disbursements of the Owner Trustee, the Indenture Trustee and their respective counsel. If the Underwriters, in accordance with the provisions of Section 7 or Section 12, terminate this Agreement, NMAC shall reimburse the Underwriters for all of their reasonable out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

Section 6. Covenant of the Underwriters .  Each of the Underwriters severally, and not jointly, covenants and agrees with the Depositor and NMAC that other than the Preliminary Prospectus, the Final Prospectus and any materials included in one or more “road shows” (as defined in Rule 433(h) under the Act) relating to the Notes authorized or approved by the Depositor and NMAC, without NMAC’s prior written approval, such Underwriter has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) relating to the offer and sale of the Notes that would constitute a “prospectus” or a “free writing prospectus,” each as defined in the Act or the Rules and Regulations thereunder, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Act; provided , however , that (i) each Underwriter may prepare and convey one or more “written communications” (as defined in Rule 405 under the Act) containing no more than the following: (A) information contemplated by Rule 134 under the Act and included or to be included in the Preliminary Prospectus or the Final Prospectus, including but not limited to, information relating to the class, size, weighted average life, rating, expected final payment date, legal maturity date, and/or the final price of the Notes, as well as a column or other entry showing the status of the subscriptions for the Notes and/or expected pricing parameters of the Notes, (B) an Intex CDI file that does not contain any Issuer Information (as defined below) other than Issuer Information included in the Preliminary Prospectus previously filed with the Commission, and (C) information customarily included in confirmations of sales of securities and notices of allocations (each such written communication, an “ Underwriter Free Writing Prospectus ”); and (ii) unless otherwise consented to by the Depositor or NMAC, no such Underwriter Free Writing Prospectus shall be conveyed in a manner reasonably designed to lead to its broad unrestricted dissemination such that, as a result of such conveyance, the Depositor or NMAC shall be required to make any filing of such Underwriter Free Writing Prospectus pursuant to Rule 433(d) under the Act. As used herein, the term “ Issuer Information ” means any information of the type specified in clauses (1) — (5) of footnote 271 of Commission Release No. 33-8591 (Securitie