Registration No. 333-[ ] |
Nissan Auto Leasing LLC II 95-4885574 | ||
Nissan-Infiniti LT 33-6266449 | ||
(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification | |
organization) |
Proposed Maximum | Proposed Maximum | Amount of | ||||||||||||||
Proposed Title of Each Class of | Amount to be | Offering Price | Aggregate Offering | Registration | ||||||||||||
Securities to be Registered | Registered | Per Unit(1) | Price(1) | Fee(1) | ||||||||||||
Asset Backed Notes | $6,000,000,000 | 100% | $6,000,000,000 | $ | 642,000 | |||||||||||
Special Units of Beneficial Interest Certificates (2) | (3) | (3) | (3) | (3) | ||||||||||||
Proposed Title of | ||||||||||||||||
Each Class of | Proposed Maximum | Proposed Maximum | Amount of | |||||||||||||
Securities to be | Amount to Be | Offering Price Per | Aggregate Offering | Registration | ||||||||||||
Registered | Registered | Unit(1) | Price(1) | Fee(2) | ||||||||||||
Asset-Backed Notes | $7,000,000,000 | 100 | % | $7,000,000,000 | $214,900 | |||||||||||
Special Units of Beneficial Interest Certificates (3) | (4) | (4) | (4) | (4) | ||||||||||||
(1) | Estimated solely for the purpose of calculating the registration fee. | |
(2) | The total registration fee for this Registration Statement is being offset, pursuant to Rule 457(p) of the General Rules and Regulations under the Securities Act of 1933, as amended, by the registration fees paid in connection with unsold Asset Backed Notes and Certificates registered by Nissan Auto Leasing LLC II under Registration Statement No. 333-134238, which was initially filed on Form S-3 on May 18, 2006. | |
(3) | The Special Unit of Beneficial Interests (“Transaction SUBI”) issued by Nissan Infiniti LT, will constitute a beneficial interest in specified assets of Nissan-Infinity LT, including certain leases and the automobiles relating to those leases. The Transaction SUBI is not being offered to investors hereunder. A Special Unit of Beneficial Interest Certificate (the“Transaction SUBI Certificate”) issued by Nissan-Infiniti LT, and representing the Transaction SUBI will be transferred to NILT Trust and sold by NILT Trust to one of the Nissan Auto Lease Trusts, the issuer of the Auto Lease Asset Backed Notes. The Transaction SUBI Certificate is not being offered to investors hereunder. | |
Not |
The information in this prospectus supplement and the accompanying prospectus is not complete and may be amended. We may not sell these securities until we deliver a final prospectus supplement and accompanying prospectus. This prospectus supplement and the accompanying prospectus are not an offer to sell nor are they seeking an offer to buy these securities in any state where the offer or sale is not permitted.
• | The issuing entity will issue | ||
• | The notes accrue interest from and including [ , ]. | ||
• | Principal of and interest on the notes will generally be payable on the 15th day of each month, unless the 15th day is not a business day, in which case payment will be made on the following business day. [The first payment date will be [ , ]. The first payment period will consist of [ ] days, and interest will be |
Notes | ||||||||||||||||||||||||
20[ ] -[ ] SUBI | ||||||||||||||||||||||||
A-1 Notes | A-2 Notes | A-3 Notes | A-4 Notes | Certificate | ||||||||||||||||||||
Principal Amount | $ | [ ] | $ | [ ] | $ | [ ] | $ | [ ] | N/A | |||||||||||||||
Interest Rate | [ ] | % | [ ] | % | [ ] | % | [ ] | % | N/A | |||||||||||||||
Final Scheduled Payment Date | [ , ] | |||||||||||||||||||||||
N/A | ||||||||||||||||||||||||
Price to Public(1) | [ ] | % | [ ] | % | [ ] | % | % | N/A | ||||||||||||||||
Underwriting Discount(1) | [ ] | % | [ ] | % | [ ] | % | [ ] | % | N/A | |||||||||||||||
Proceeds to Depositor(1) | $ | [ ] | $ | [ ] | $ | [ ] | $ | [ ] | N/A |
• | Reserve account, with an initial deposit of $[ ], and thereafter a required balance of $[ ]. | |
• | The certificates are subordinated to the notes to the extent described herein. | |
• | [Interest rate [cap][swap] |
[] | [ ] |
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• | The special unit of beneficial interest, or SUBI, represents a beneficial interest in specific Titling Trust assets. | |
• | The SUBI represents a beneficial interest in a pool of closed-end Nissan | |
• | The UTI represents Titling Trust assets not allocated to the SUBI or any other special unit of beneficial interest similar to the SUBI and the Issuing Entity has no rights in either the UTI assets or the asset of any other SUBI. |
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* | This chart provides only a simplified overview of the priority of the monthly distributions. The order in which funds will flow each month as indicated above is applicable for so long as no |
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* | This chart provides only a simplified overview of the monthly flow of funds. Refer to this prospectus supplement for a further description. |
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Issuing | Nissan Auto Lease Trust | |
Depositor: | Nissan Auto Leasing LLC II. | |
Servicer/Sponsor and Administrative Agent: | Nissan Motor Acceptance Corporation. | |
Indenture Trustee: | [ | |
Owner Trustee: | [ | |
[ | [ ], a national banking association, will be the [cap][swap] counterparty. The long-term credit rating assigned to the [cap][swap] counterparty by Moody’s Investor Services, Inc. (“Moody’s”) is currently “[ ]” and by Standard & Poor’s, a division of The McGraw Hill Companies, Inc. (“Standard & Poor’s”), is currently “[ ].” The short-term credit rating assigned to the [cap][swap] counterparty by Moody’s is currently “[ ]” and by Standard & Poor’s is currently “[ ].”] | |
Titling Trust: | Nissan-Infiniti LT. | |
Titling Trustee: | NILT, Inc. | |
Underwriters with respect to the 20[ ] -[ ] SUBI Certificate: | NILT Trust and Nissan Auto Leasing LLC II. | |
Cutoff Date: | Close of business on [ , ]. | |
Closing Date: | Expected on or about [ , ]. | |
Assets of the Issuing Entity: | The primary assets of the issuing entity will consist of a certificate representing the beneficial interest in a pool of closed-end Nissan | |
As of the close of business on [ , ], the cutoff date, the leases had: |
•an aggregate securitization value of $[ | ||
• an aggregate non-discounted base residual value of |
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•a weighted average original lease term of approximately [ ] months, and | |||
•a weighted average remaining term to scheduled maturity of approximately [ ] months. |
The securitization value of each lease will be the sum of the present value of (i) the remaining monthly payments payable under the lease and (ii) the base residual | ||
The base residual is the lowest of (a) the residual value of the related leased vehicle at the scheduled termination of the lease established by Automotive Lease Guide |
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On the closing date, the titling trust will issue a special unit of beneficial interest, which is also called a SUBI, constituting a beneficial interest in the leases and the related leased vehicles. The 20[ ]-[ ] SUBI | ||
The 20[ ]-[ ] SUBI | ||
For more information regarding the issuing entity’s property, you should refer to “The Issuing Entity | ||
Offered Notes: | Class A-1 Notes: $[ ] | |
Class A-2 Notes: $[ ] | ||
Class A-3 Notes: $[ ] | ||
Class | ||
Certificates: | The issuing entity will also issue certificates. The issuing entity is not offering the certificates. The certificates will be retained by the depositor. | |
The issuing entity will not make any distributions on the certificates until all principal of and interest on the Notes [and all payments due to the swap counterparty under the interest rate swap agreement] have been paid in full. |
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Terms of the Notes: | ||
Interest and principal will generally be payable on the 15th day of each month, unless the 15th day is not a business day, in which case the payment will be made on the following business day. The first payment will be made on [ , ]. The first payment period will consist of [ ] days. | ||
Denominations: | ||
The notes will be issued in minimum denominations of | ||
Per annum interest rates: | ||
The notes will have | ||
Class A-1 Notes: [ ]% | ||
Class A-2 Notes: [ ]% | ||
Class A-3 Notes: [ ]% | ||
Class | ||
Interest Period and Payments: | ||
Interest on the notes will accrue in the following manner, except that on the first payment date, interest on all of the notes will accrue from and including the closing date to but excluding [ , ]: |
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Day Count | ||||||||||||||||
Class | To (Excluding) | Convention | ||||||||||||||
A-1 | [ | Prior Payment Date] | [ | [ | ||||||||||||
A-2 | [ | 15th of prior month] | [ | [ | ||||||||||||
A-3 | [ | 15th of prior month] | [ | |||||||||||||
15th of current month] | [ | |||||||||||||||
A-4 | [ | |||||||||||||||
15th of prior month] | [ | 15th of current month] | [ |
Interest on the Class A-[ ] will be calculated on the basis of the actual number of days elapsed and a 360-day year. Interest on the Class A-[ ] Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest payments on the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes | ||
[Interest Rate Cap Agreement: | ||
•LIBOR for the related payment date minus the cap rate of [ ]%; | |||
•the notional amount on the cap, [which will be equal to the total outstanding principal amount on the Class A-[ ] Notes on the first day of the accrual period related to such payment date]; and |
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•a fraction, the numerator of which is the actual number of days elapsed from and including the previous payment date, to but excluding the current payment date, or with respect to the first payment date, from and including the closing date, to but excluding the first payment date, and the denominator of which is [360][365]. |
The obligations of the issuing entity under the interest rate cap agreement are secured under the indenture and the obligations of the cap provider are unsecured. | ||
If the cap provider’s long-term senior unsecured debt ceases to be rated at a level acceptable to Standard & Poor’s, a division of The McGraw-Hill Companies and Moody’s Investors Service, the cap provider will be obligated to post collateral or establish other arrangements satisfactory to those rating agencies to secure its obligations under the interest rate cap agreement or arrange for an eligible substitute cap provider satisfactory to the issuing entity. | ||
Any amounts received under the interest rate cap agreement will be a source for interest payments on the notes. | ||
For a more detailed description of the interest rate cap agreement and the cap provider, see“Description of the Notes — Interest Rate Cap Agreement”and“The Cap Provider”in this prospectus supplement. ] | ||
[Interest Rate Swap Agreement: | ||
The notional amount under the | ||
In general, under the interest rate swap agreement, on each payment date the issuing entity will be obligated to pay | ||
The interest rate swap agreement may be terminated upon an event of default or other termination event specified in the interest rate swap agreement. If the interest rate swap agreement is terminated due to such an event of default or other termination event, a termination payment may be due to the swap counterparty by the issuing entity out of available funds or by the swap counterparty to the issuing |
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The | ||
see | ||
Principal: | ||
Amounts allocated to the notes; priority of payments:Principal of the notes will be payable on each payment date sequentially, in the following order of priority: |
(1) to the Class A-1 Notes until they are paid in full, | |||
(2) to the Class A-2 Notes until they are paid in full, | |||
(3) to the Class A-3 Notes until they are paid in full, and | |||
(4) to the Class |
Principal payments on the notes will be made from all available amounts after the servicing fee has been paid[, any net swap payment has been paid to the swap counterparty] and certain advances have been reimbursed and after payment [on a pro rata basis] of interest on the notes [and any senior swap termination payment]. Until all principal due to the notes is paid, no principal will be paid to the certificates. | ||
Notwithstanding the foregoing, after the occurrence of an event of default under the indenture, referred to as an “indenture default,” and an acceleration of the notes (unless and until such acceleration has been rescinded), amounts available | ||
Final Scheduled Payment |
Final Scheduled | ||||||||
Class | Payment Date | |||||||
A-1 | [ | , ] | ||||||
A-2 | [ | , ] | ||||||
A-3 | [ | , ] | ||||||
A-4 | [ | , ] | ||||||
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For more detailed information concerning payments of principal, you should refer to | ||
Credit Enhancement: | The credit enhancement | |
The Reserve Account: | ||
The depositor will establish a reserve account in the name of the indenture trustee. The reserve account will be funded as follows: |
•on the closing date, the depositor will make an initial deposit into the reserve account of $[ ], which is approximately [ ]% of the aggregate | |||
•on each payment date while the notes remain outstanding, any excess collections remaining after payment of principal of and interest on the |
On each payment date, after all appropriate deposits and withdrawals are made to and from the reserve account, any amounts on deposit in the reserve account in excess of the reserve account requirement will be released to the depositor. | ||
Funds in the reserve account on each payment date will be available to cover shortfalls in payments on the notes | ||
For more information regarding the reserve account, you should refer to “Security for the Notes — The Accounts — The Reserve | ||
Subordination of the Certificates: | ||
The certificates represent all of the ownership interests in the issuing entity. The certificates will not receive any distributions until all principal of and interest on the Notes [and any net swap payments and swap termination payments due to the swap counterparty under the interest rate swap agreement] have been paid in full. The certificates will not receive any interest. | ||
The notes are subject to specified |
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If an | ||
After an |
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If the notes are accelerated after an |
•institute proceedings in its own name for the collection of all amounts then payable on the notes [and due to the swap counterparty under the interest rate swap agreement], | |||
•take any other appropriate action to protect and enforce the rights and remedies of the indenture trustee, the noteholders[, and the | |||
•foreclose on the assets of the issuing entity, if the |
For more information regarding the events constituting an | ||
Servicing/Administrative Agent: | Nissan Motor Acceptance Corporation will service the titling trust assets, including the SUBI assets. In addition, Nissan Motor Acceptance Corporation will perform the administrative obligations required to be performed by the issuing entity or the owner trustee under the indenture and the trust agreement. On each payment date, Nissan Motor Acceptance Corporation will be paid a fee for performing its servicing and administrative obligations in an amount equal to one-twelfth of | |
Optional Purchase: |
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this option, any notes that are outstanding at that time will be prepaid in whole at a redemption price equal to their unpaid principal amount plus accrued and unpaid interest. | ||
For more information regarding the optional purchase, you should refer to “Additional Information Regarding the Securities | ||
Advances: | The servicer is required to advance to the issuing entity (i) lease payments that are due but unpaid by the lessees and (ii) proceeds from expected sales on leased vehicles for which the related leases have terminated during the related collection period. The servicer will not be required to make any advance if it determines that it will not be able to recover an advance from future payments on the related lease or leased vehicle. | |
For more detailed information on advances and reimbursement of advances, you should refer to “Additional Information Regarding the Securities | ||
Tax Status: | On the closing date, and subject to certain assumptions and qualifications, Mayer Brown | |
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We encourage you to consult your own tax advisor regarding the federal income tax consequences of the purchase, ownership and disposition of the notes and the tax consequences arising under the laws of any state or other taxing jurisdiction. | ||
For additional information concerning the application of federal income tax laws to the issuing entity and the notes, you should refer to “Material Federal Income Tax Consequences” in this prospectus supplement and the accompanying prospectus. | ||
Ratings: |
Standard & | ||||||||
Class | Poor’s | Moody’s | ||||||
A-1 | [A-1+] | [ | P-1] | |||||
A-2 | [ | AAA] | [ | Aaa] | ||||
A-3 | [ | [ | Aaa] | |||||
[ | AAA] | [ | ||||||
Aaa] |
There can be no assurance that a rating will not be lowered or withdrawn by an assigning rating agency. | ||
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You may have difficulty selling your notes and/or obtaining your desired price due to the absence of a secondary | The notes will not be listed on any securities exchange. Therefore, in order to sell your notes, you must first locate a willing purchaser. The absence of a secondary market for the notes could limit your ability to resell them. Currently, no secondary market exists for the notes. We cannot assure you that a secondary market will develop. The underwriters intend to make a secondary market for the notes by offering to buy the notes from investors that wish to sell. However, the underwriters are not obligated to make offers to buy the notes and they may stop making offers at any time. In addition, the underwriters’ offered prices, if any, may not reflect prices that other potential purchasers would be willing to pay were they given the opportunity. There have been times in the past where there have been very few buyers of asset backed securities and, thus, there has been a lack of liquidity. There may be similar lack of liquidity at times in the future. | |
As a result of the foregoing restrictions and circumstances, you may not be able to sell your notes when you want to do so and you may not be able to obtain the price that you wish to receive. | ||
Payment priorities increase risk of loss or delay in payment to certain | Based on the priorities described under“ | |
Because of the priority of payment on the notes, the yields of the Class A-2, Class A-3 | ||
Classes of notes that receive payments earlier than expected are exposed to greater reinvestment risk, and classes of notes that receive principal later than expected are exposed to greater risk of loss. In either case, the yields on your notes could be materially and adversely affected. | ||
The geographic concentration of the leases, economic factors and lease performance could negatively affect the pool |
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Aggregate | ||
Cutoff Date | ||
State | Securitization Value | |
[ ] | [ ]% | |
[ ] | [ ]% | |
[ ] | [ ]% | |
[ ] | [ ]% | |
[ ] | [ ]% |
No other state, based on the | ||
The concentration of leased vehicles to particular models could negatively affect the pool | The | |
[Potential termination of the interest rate cap agreement presents cap provider risk, risk of prepayment of the notes and risk of loss upon liquidation of the issuing entity’s assets. | ||
For a description of the key provisions of the interest rate cap agreement, you should refer to “Description of the Interest Rate Cap Agreement” in this prospectus supplement. | ||
Cap Provider Risk; Performance and Ratings | ||
During those periods in which LIBOR is substantially greater than the cap rate, the issuing entity will be more dependent on receiving payments from the cap provider in order to make payments on the notes. If the cap provider fails to pay the amounts due under the interest rate cap agreement, the amount of credit enhancement available in the current or any future period may be reduced and you may experience delays and/or reductions in the interest and principal payments on your notes. | ||
The cap provider’s senior unsecured debt obligations currently are rated “[ ]” from Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. and “[ ]” from Moody’s Investors Service. A downgrade, suspension or withdrawal of any rating of the cap provider by a rating agency may result in the downgrade, suspension or withdrawal of the ratings assigned by such rating agency to any class (or all classes) of notes. Investors should make their own determinations as to the likelihood of performance by the cap provider of its obligations under the interest rate cap agreement. A downgrade, suspension or withdrawal of the rating assigned by a rating agency to a class of notes would likely have adverse consequences on the liquidity or market value of those notes. |
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Early Termination May Affect Weighted Average Life and |
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accelerated after the interest rate cap agreement terminates, the indenture trustee may under certain circumstances liquidate the assets of the issuing entity. Liquidation would likely accelerate payment of all notes that are then outstanding. If a liquidation occurs close to the date when any class otherwise would have been paid in full, repayment of that class might be delayed while liquidation of the assets is occurring. Additionally, liquidation proceeds may not be sufficient to repay the notes in full. Even if liquidation proceeds are sufficient to repay the notes in full, any liquidation that causes the principal of a class of notes to be paid before the related final scheduled payment date will involve the prepayment risks described under“Risk Factors – You may experience reduced returns on your investment resulting from prepayments on the leases, reallocation of the leases and the leased vehicles from the SUBI or early termination of the issuing entity”in the accompanying prospectus. | ||
Risk of Loss Upon Termination.The proceeds of any liquidation of the assets of the issuing entity may be insufficient to pay in full all accrued interest on and principal of each outstanding class of notes. In addition, termination of the interest rate cap agreement may under certain circumstances constitute an event of default under the indenture. If this occurs, the priority of payments of all notes will change, from pro rata payments of interest followed by sequential payments of principal to payments of interest and principal on the Class A-1 Notes first, followed by payment of interest and principal on the Class A-2 Notes, the Class A-3 Notes, the Class A-4a and the Class A-4b Notes. As a result, a class of notes with an earlier maturity may absorb a similar amount of losses than a class of notes with later maturity.] | ||
[Risks associated with the interest rate swap | ||
During those periods in which the floating | ||
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counterparty in order to make interest payments on the notes without using amounts that would otherwise be paid as principal on the notes. If the swap counterparty fails to pay a net swap receipt, and if leases included in the 2007-A SUBI and realization of the lease vehicles related thereto and funds on deposit in the reserve account are insufficient to make payments of interest on the notes, you may experience delays and/or reductions in the interest on and principal payments | ||
An indenture default may result in payments on your notes being accelerated. The swap counterparty’s right to receive a net swap payment in such event, will be higher in priority than all payments on the notes. If a net swap payment is due to the swap counterparty on a payment date and there are insufficient collections on leases included in the 2007-A SUBI and realization of the | ||
As more fully described in this prospectus supplement under | ||
If the swap counterparty fails to make a termination payment owed to the issuing entity under the interest rate swap agreement, the issuing entity may not be able to enter into a replacement interest rate swap | ||
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Risk of loss or delay in payment may result from delays in the transfer of servicing due to the servicing fee | Because the servicing fee is structured as a percentage of the aggregate securitization value of the leases and leased vehicles, the amount of the servicing fee payable to the servicer may be considered insufficient by potential replacement servicers if servicing is required to be transferred at a time when much of the aggregate outstanding securitization value of the leases and leased vehicles has been repaid. Due to the reduction in servicing fee as described in the foregoing, it may be difficult to find a replacement servicer. Consequently, the time it takes to effect the transfer of servicing to a replacement servicer under such circumstances may result in delays and/or reductions in the interest and principal payments on your notes. | |
The return on your notes could be reduced by shortfalls due to extreme weather conditions and natural | Extreme weather conditions could cause substantial business disruptions, economic losses, unemployment and an economic downturn. As a result, the related lessees’ ability to make payments on the leases could be adversely affected. The issuing entity’s ability to make payments on the notes could be adversely affected if the related obligors were unable to make timely payments. | |
In addition, natural disasters may adversely affect lessees of the leases. The effect of natural disasters | ||
Risks associated with legal proceedings relating to leases. | From time to time, Nissan Motor Acceptance Corporation is a party to legal proceedings, and is presently a party to, and is vigorously defending, various legal proceedings, including proceedings that are or purport to be class actions. Some of these actions may include claims for rescission and/or set-off, among other forms of relief. Each of Nissan Auto Leasing LLC II, the depositor, and Nissan Motor Acceptance Corporation, the servicer, will make representations and warranties relating to the leases’ compliance with law and the issuing entity’s ability to enforce the lease contracts. If there is a breach of any of these representations or warranties, the issuing entity’s sole remedy will be to require Nissan Auto Leasing LLC II to repurchase the affected leases. Nissan Motor Acceptance Corporation believes each such proceeding constitutes ordinary litigation incidental to the business and activities of major lending institutions, including Nissan Motor Acceptance Corporation. The amount of liability on pending claims and actions as of the date of this prospectus supplement is not determinable; however, in the opinion of the management of Nissan Motor Acceptance Corporation, the ultimate liability resulting from such litigation should not have a material adverse effect on Nissan Motor Acceptance Corporation’s consolidated financial position or results of operation. However, there can be no assurance in this regard. | |
The residual value of leased vehicles may be adversely affected by discount pricing incentives and marketing incentive | Historical residual value loss experience on lease vehicles is partially attributable to new car pricing policies of all manufacturers. Discount pricing incentives or other marketing incentive programs on new cars by Nissan North America, Inc. or by its competitors that effectively reduce the prices of new cars may have the effect of reducing demand by consumers for used cars. |
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programs introduced by Nissan North America, Inc. or any of its competitors may reduce the prices consumers will be willing to pay for used cars, including leased vehicles included in the pool assets at the end of the related leases and thus reduce the residual value of such leased vehicles. As a result, the proceeds received by the titling trust upon disposition of leased vehicles may be reduced and may not be sufficient to pay amounts owing on the notes. | ||
The ratings of the notes may be withdrawn or revised which may have an adverse effect on the market price of the | A security rating is not a recommendation to buy, sell or hold the notes. The ratings are an assessment by | |
Lack of liquidity in the secondary market may adversely affect your notes. | The secondary market for asset-backed securities is experiencing significantly reduced liquidity. This period of illiquidity may continue and may adversely affect the market value of your notes. See “Risk Factors — You may have difficulty selling your notes and/or obtaining your desired price due to the absence of a secondary market” in this prospectus supplement. |
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• | to establish a special unit of beneficial interest (the | ||
• | to allocate to the SUBI a separate portfolio of leases (the |
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• | issuing the Securities, | ||
• | acquiring the 20[ ]-[ ] SUBI Certificate and the other property of the Issuing Entity with the net proceeds from the sale of the Notes and certain capital contributions, and unsecured subordinated loans made by, NMAC, | ||
• | assigning and pledging the property of the Issuing Entity to the Indenture Trustee, | ||
• | making payments on the Notes and the Certificates, | ||
• | entering into and performing its obligations under the Basic Documents (as defined herein) to which it is a party, | ||
• | engaging in other transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish, or that are incidental to or connected with, any of the foregoing activities, and | ||
• | subject to compliance with the Basic Documents, engaging in such other activities including, without limitation, [entering into the Interest Rate [Cap][Swap] Agreement], as may be required in connection with conservation of the Issuing Entity’s Estate and the making of distributions to the holders of the Notes and the Certificates. |
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Amount | ||||
$ [ ] | ||||
Class A-2 | $ [ ] | |||
Class A-3 | $ [ ] | |||
Class A-4 | $ [ ] | |||
Certificates | $ [ ] | |||
$ [ ] | ||||
Reserve Account | $ [ ] | |||
Total | $ | [ ] | ||
• | the 20[ ]-[ ] SUBI Certificate, evidencing a 100% beneficial interest in the SUBI Assets, including the lease payments and the right to payments received after [ , ] (the | ||
• | the Reserve Account and any amounts deposited therein (including investment earnings, net of losses and investment expenses, on amounts on deposit therein), | ||
• | the rights of the Indenture Trustee as secured party under a back-up security agreement with respect to the 20[ ] -[ ] SUBI Certificate and the 100% undivided interest in the SUBI Assets, | ||
• | the rights of the Issuing Entity to funds on deposit from time to time in the Note Distribution Account and any other account or accounts established pursuant to the Indenture, | ||
• | the rights of the Depositor, as transferee, under the SUBI Certificate Transfer Agreement, | ||
• | the rights of the Issuing Entity, as transferee, under the Trust SUBI Certificate Transfer Agreement, | ||
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• | the rights of the Issuing Entity as a third-party beneficiary of the Servicing Agreement, to the extent relating to the SUBI Assets, and the SUBI Trust Agreement, [and] | ||
• | [the rights of the Issuing Entity and of the Owner Trustee under the | ||
• | all proceeds and other property from and relating to the |
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• | amounts in the SUBI Collection Account received in respect of the Leases or the sale of the Leased Vehicles, | ||
• | certain monies due under or payable in respect of the Leases and the Leased Vehicles after the Cutoff Date, including the right to receive payments made to NMAC, the Depositor, the Titling Trust, the Titling Trustee or the Servicer under any insurance policy relating to the Leases, the Leased Vehicles or the related lessees, and | ||
• | all proceeds of the foregoing. |
• | sell, transfer and assign to the Issuing Entity, without recourse, all of its right, title and interest in and to the 20[ ] -[ ] SUBI Certificate under a transfer agreement, to be dated as of the Closing Date (the | ||
• | deliver the 20[ ] -[ ] SUBI Certificate to the Issuing Entity. |
S-27
22
• | relates to a Nissan | ||
• | is written with respect to a Leased Vehicle that was at the time of the origination of the related Lease a new Nissan | ||
• | was originated in the United States on or after [ , | ||
• | has a remaining term to maturity, as of the Cutoff Date, of not less than [ ] months and not greater than [ ] months, | ||
S-28
• | provides for level payments that fully amortize the Adjusted Capitalized Cost of the Lease at a contractual annual percentage rate (the | ||
• | is not more than 29 days past due as of the Cutoff Date, | ||
• | 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), other than any lien upon a certificate of title of any Leased Vehicles deemed necessary and useful by the Servicer solely to provide for delivery of title documentation to the Titling Trustee (an | ||
• | was originated in compliance with, and complies in all material respect 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, | ||
• | 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 (a) applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws, now or hereafter in effect, affecting the enforcement of credits’ rights in general or (b) general principles of equity, |
23
• | is payable solely in U.S. dollars, | ||
• | the related lessee of which is a person located in any state within the United States or the District of Columbia (except for Hawaii, Rhode Island and Tennessee) and is not (a) NMAC or any of its affiliates, or (b) the United States of America or any state or local government or any agency or potential subdivision thereof, and | ||
• | together with the related Leased Vehicle, has a Securitization Value, as of |
Average | |||||||||||||
Maximum | |||||||||||||
Securitization Value | $ | $ | $ | ||||||||||
Base Residual | $ | $ | $ | ||||||||||
Seasoning (Months)(1) | |||||||||||||
Remaining Term (Months)(1) | |||||||||||||
Original Term (Months)(1) | |||||||||||||
Base Residual as a % of Securitization Value as of the Cutoff Date | % | ||||||||||||
Base Residual as a % of MSRP | % | ||||||||||||
Percentage of Securitization Value Financed | Nissan [ ]% | ||||||||||||
through Nissan or Infiniti Dealers | Infiniti [ ]% |
(1) | ||
Weighted average by Securitization Value as of the Cutoff Date. | ||
Seasoning is the number of months elapsed since origination of a Lease. |
S-29
24
(1) | was originated by a dealer located in the United States (a) in the ordinary course of its business and (b) in compliance with NMAC’s customary credit and collection policies and practices, | ||
(2) | has been validly assigned to the Titling Trust by the related Dealer and is owned by the Titling Trust, free of all liens, encumbrances or rights of others (other than the holder of any Administrative Lien), | ||
(3) | is a U.S. dollar-denominated obligation, | ||
(4) | constitutes “tangible chattel paper,” as defined under the UCC, | ||
(5) | is not recourse to the Dealer, | ||
(6) | is a lease as to which no selection procedure that was believed by NMAC to be adverse to the holder of the 20[ ] -[ ] SUBI Certificate was used, | ||
(7) | was created in compliance in all material respects with all applicable federal and state laws, including consumer credit, truth in lending, equal credit opportunity and applicable disclosure laws, | ||
(8) | as of the Cutoff Date, (a) is a legal, valid and binding payment obligation of the related lessee, enforceable against the lessee in accordance with its terms, as amended, (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 has 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 | ||
(9) | had an original term of not less than [ ] months and not greater than [ ] months, | ||
S-30
(10) | is a Lease for which the related documentation is located at an address specified by NMAC, and | ||
(11) | The Servicer has determined that the lessee has agreed to obtain and maintain physical damage and liability insurance covering the related Leased Vehicle as required under the Lease. |
25
Calculation Date | Securitization Value Formula | |
as of any date other than its Lease | the present value, calculated using the | |
Maturity Date: | Securitization Rate, of the sum of (a) | |
the aggregate Monthly Payments remaining | ||
on the Lease and (b) the Base Residual | ||
of the related Leased Vehicle and | ||
as of its Lease Maturity Date: | the Base Residual of the related Leased | |
Vehicle. |
S-31
Percentage | ||||||||||||||||
Percentage | ||||||||||||||||
Number | of Total Number of | Securitization | Securitization | |||||||||||||
Models | of Leases | Leases(1) | Value(1) | Value(1) | ||||||||||||
350Z | ||||||||||||||||
Altima | ||||||||||||||||
Armada | ||||||||||||||||
Crew Cab | ||||||||||||||||
Frontier | ||||||||||||||||
FX35 | ||||||||||||||||
FX45 | ||||||||||||||||
G35 | ||||||||||||||||
G35 Coupe | ||||||||||||||||
M35 | ||||||||||||||||
M45 | ||||||||||||||||
Maxima | ||||||||||||||||
Murano | ||||||||||||||||
Pathfinder | ||||||||||||||||
Quest | ||||||||||||||||
QX56 | ||||||||||||||||
Sentra | ||||||||||||||||
Titan | ||||||||||||||||
Versa | ||||||||||||||||
Xterra | ||||||||||||||||
% | $ | % | ||||||||||||||
Based on a Securitization Rate of [ ]%. | ||
(1) | Balances and percentages may not add to total due to rounding. | |
26S-32
Percentage | ||||||||||||||||
Percentage | ||||||||||||||||
Number | of Total Number of | Securitization | Securitization | |||||||||||||
Months | of Leases | Leases(1) | Value(1) | Value(1) | ||||||||||||
24 — 30 | ||||||||||||||||
31 — 36 | ||||||||||||||||
37 — 42 | ||||||||||||||||
43 — 48 | ||||||||||||||||
49 — 60 | ||||||||||||||||
% | $ | % | ||||||||||||||
Based on a Securitization Rate of [ ]%. | ||
(1) | Balances and percentages may not add to total due to rounding. |
Percentage | ||||||||||||||||
Percentage | ||||||||||||||||
Number | of Total Number of | Securitization | Securitization | |||||||||||||
of Leases | Leases(1) | Value(1) | Value(1) | |||||||||||||
8 — 12 | ||||||||||||||||
13 — 24 | ||||||||||||||||
25 — 36 | ||||||||||||||||
37 — 48 | ||||||||||||||||
49 — 60 | ||||||||||||||||
% | $ | % | ||||||||||||||
Based on a Securitization Rate of | ||
(1) | Balances and percentages may not add to total due to rounding. |
27S-33
Percentage of | |||||||||||||||||||||||||
Aggregate | Percentage of | ||||||||||||||||||||||||
Percentage of Total | Securitization | Securitization | Aggregate Base | ||||||||||||||||||||||
Quarter | |||||||||||||||||||||||||
Number of Leases | Number of Leases(1) | Value(1) | Value(1) | Base Residual(1) | Residual(1) | ||||||||||||||||||||
1st Quarter 2008 | |||||||||||||||||||||||||
2nd Quarter 2008 | |||||||||||||||||||||||||
3rd Quarter 2008 | |||||||||||||||||||||||||
4th Quarter 2008 | |||||||||||||||||||||||||
1st Quarter 2009 | |||||||||||||||||||||||||
2nd Quarter 2009 | |||||||||||||||||||||||||
3rd Quarter 2009 | |||||||||||||||||||||||||
4th Quarter 2009 | |||||||||||||||||||||||||
1st Quarter 2010 | |||||||||||||||||||||||||
2nd Quarter 2010 | |||||||||||||||||||||||||
3rd Quarter 2010 | |||||||||||||||||||||||||
4th Quarter 2010 | |||||||||||||||||||||||||
1st Quarter 2011 | |||||||||||||||||||||||||
2nd Quarter 2011 | |||||||||||||||||||||||||
3rd Quarter 2011 | |||||||||||||||||||||||||
4th Quarter 2011 | |||||||||||||||||||||||||
1st Quarter 2012 | |||||||||||||||||||||||||
Total | |||||||||||||||||||||||||
Based on a Securitization Rate of [ ]%. | ||
(1) | Balances and percentages may not add to total due to rounding. |
28S-34
Percentage | ||||||||||||||||
Percentage | of Aggregate | |||||||||||||||
Number | of Total Number of | Securitization | ||||||||||||||
State of Registration | of Leases | Securitization Value(3) | Value | |||||||||||||
Alabama | ||||||||||||||||
Alaska | ||||||||||||||||
Arizona | ||||||||||||||||
Arkansas | ||||||||||||||||
California | ||||||||||||||||
Colorado | ||||||||||||||||
Connecticut | ||||||||||||||||
Delaware | ||||||||||||||||
District of Columbia | ||||||||||||||||
Florida | ||||||||||||||||
Georgia | ||||||||||||||||
Idaho | ||||||||||||||||
Illinois | ||||||||||||||||
Indiana | ||||||||||||||||
Iowa | ||||||||||||||||
Kansas | ||||||||||||||||
Kentucky | ||||||||||||||||
Louisiana | ||||||||||||||||
Maine | ||||||||||||||||
Maryland | ||||||||||||||||
Massachusetts | ||||||||||||||||
Michigan | ||||||||||||||||
Minnesota | ||||||||||||||||
Mississippi | ||||||||||||||||
Missouri | ||||||||||||||||
Montana | ||||||||||||||||
Nebraska | ||||||||||||||||
Nevada | ||||||||||||||||
New Hampshire | ||||||||||||||||
New Jersey | ||||||||||||||||
New Mexico | ||||||||||||||||
New York | ||||||||||||||||
North Carolina | ||||||||||||||||
North Dakota | ||||||||||||||||
Ohio | ||||||||||||||||
Oklahoma | ||||||||||||||||
Oregon | ||||||||||||||||
Pennsylvania | ||||||||||||||||
South Carolina | ||||||||||||||||
South Dakota | ||||||||||||||||
Texas | ||||||||||||||||
Utah | ||||||||||||||||
Vermont | ||||||||||||||||
Virginia | ||||||||||||||||
Washington | ||||||||||||||||
West Virginia | ||||||||||||||||
Wisconsin | ||||||||||||||||
Wyoming | ||||||||||||||||
Total |
S-35
Based on a Securitization Rate of [ ]%. | ||
(1) | Excludes [ ]. | |
(2) | Based on the current state of | |
Balances and percentages may not add to total due to rounding. | ||
29
30
Number of | Weighted Average | |||||||||||||||
FICO Score Tier | Range | Leases | Securitization Value | FICO Score | ||||||||||||
Tier 1 | 700+ | 48,562 | 871,889,670.16 | 769.35 | ||||||||||||
Tier 2 | 699-660 | 10,592 | 191,399,327.24 | 680.29 | ||||||||||||
Tier 3 | 659-620 | 6,375 | 116,170,648.28 | 640.66 | ||||||||||||
Tier 4 | 619 - below | 7,465 | 137,969,794.53 | 570.98 | ||||||||||||
72,994 | 1,317,429,440.21 | 724.29 |
Average | Minimum | Maximum | ||||||||||
Securitization Value | $ | 18,048.46 | $ | 6,370.37 | $ | 38,107.81 | ||||||
Base Residual | $ | 12,643.13 | 4,543.36 | $ | 24,328.32 | |||||||
Seasoning (Months) | 15.22 | 6 | 30 | |||||||||
Remaining Term (Months) | 21.79 | 12 | 42 | |||||||||
Original Term (Months) | 37.02 | 24 | 48 |
31
Number of | Weighted Average | |||||||||||||||
FICO Score Tier | Range | Leases | Securitization Value | FICO Score | ||||||||||||
Tier 1 | 700+ | 39,512 | 787,009,918.59 | 769.74 | ||||||||||||
Tier 2 | 699-660 | 12,315 | 254,129,926.87 | 679.55 | ||||||||||||
Tier 3 | 659-620 | 10,228 | 205,019,442.78 | 637.76 | ||||||||||||
Tier 4 | 619 – below | 848 | 17,112,364.58 | 593.67 | ||||||||||||
62,903 | 1,263,271,652.82 | 717.00 |
Average | Minimum | Maximum | ||||||||||
Securitization Value | $ | 20,082.85 | $ | 7,381.71 | $ | 38,967.63 | ||||||
Base Residual | $ | 11,574.03 | $ | 3,501.30 | $ | 21,746.07 | ||||||
Seasoning (Months) | 9.44 | 1 | 34 | |||||||||
Remaining Term (Months) | 31.61 | 12 | 47 | |||||||||
Original Term (Months) | 41.05 | 24 | 48 |
32
Number of | Weighted Average | |||||||||||||||
FICO Score Tier | Range | Leases | Securitization Value | FICO Score | ||||||||||||
Tier 1 | 700+ | 39,764 | 861,521,620.65 | 765.30 | ||||||||||||
Tier 2 | 699-660 | 9,641 | 221,064,899.83 | 679.80 | ||||||||||||
Tier 3 | 659-620 | 11,659 | 261,156,911.46 | 640.00 | ||||||||||||
Tier 4 | 619 – below | 3,996 | 81,261,881.59 | 606.20 | ||||||||||||
65,060 | 1,425,005,313.53 | 720.00 |
Average | Minimum | Maximum | ||||||||||
Securitization Value | $ | 21,902.94 | $ | 5,822.22 | $ | 46,907.97 | ||||||
Base Residual | $ | 12,210.55 | $ | 852.65 | $ | 22,457.17 | ||||||
Seasoning (Months) | 10.65 | 1 | 42 | |||||||||
Remaining Term (Months) | 32.81 | 3 | 58 | |||||||||
Original Term (Months) | 43.46 | 24 | 60 |
33
Number of | Weighted Average | |||||||||||||||
FICO Score Tier | Range | Leases | Securitization Value | FICO Score | ||||||||||||
Tier 1 | 700+ | 41,781 | 965,911,354.46 | 768.10 | ||||||||||||
Tier 2 | 699-660 | 14,136 | 338,796,687.30 | 679.40 | ||||||||||||
Tier 3 | 659-620 | 12,271 | 306,658,547.92 | 640.40 | ||||||||||||
Tier 4 | 619 - below | 2,748 | 68,732,229.92 | 610.20 | ||||||||||||
70,936 | 1,680,098,819.60 | 720.00 |
Average | Minimum | Maximum | ||||||||||
Securitization Value | $ | 23,684.71 | $ | 7,212.66 | $ | 51,922.22 | ||||||
Base Residual | $ | 13,220.51 | $ | 3,555.00 | $ | 26,564.00 | ||||||
Seasoning (Months) | 8.66 | 1 | 45 | |||||||||
Remaining Term (Months) | 33.69 | 3 | 58 | |||||||||
Original Term (Months) | 42.35 | 19 | 60 |
34
Number of | Weighted Average | |||||||||||||||
FICO Score Tier | Range | Leases | Securitization Value | FICO Score | ||||||||||||
Tier 1 | 700+ | 38,957 | 907,113,214.87 | 783.91 | ||||||||||||
Tier 2 | 699-660 | 14,139 | 297,762,358.52 | 679.09 | ||||||||||||
Tier 3 | 659-620 | 12,253 | 277,866,049.35 | 640.44 | ||||||||||||
Tier 4 | 619 - below | 2,908 | 67,700,768.27 | 610.29 | ||||||||||||
68,257 | 1,550,442,391.02 | 730.49 |
Average | Minimum | Maximum | ||||||||||
Securitization Value | $ | 22,714.77 | $ | 6,335.92 | $ | 47,671.20 | ||||||
Base Residual | $ | 13,788.55 | $ | 2,820.32 | $ | 30,096.00 | ||||||
Seasoning (Months) | 11.04 | 2 | 49 | |||||||||
Remaining Term (Months) | 31.98 | 5 | 58 | |||||||||
Original Term (Months) | 43.02 | 24 | 60 |
Offering type | ||||||||||||||||||||
Transaction | Public | Public | Public | 144A | 144A | |||||||||||||||
Original Lease Term | 2005-A | 2004-A | 2003-A | 2002-A | 2001-A | |||||||||||||||
24-30 months | 4.00 | % | 1.28 | % | 0.79 | % | 0.74 | % | 0.52 | % | ||||||||||
31-36 months | 19.43 | % | 6.05 | % | 7.82 | % | 31.69 | % | 89.93 | % | ||||||||||
37-42 months | 41.44 | % | 56.75 | % | 53.57 | % | 34.14 | % | 0.88 | % | ||||||||||
43-48 months | 21.22 | % | 33.01 | % | 26.79 | % | 33.43 | % | 8.67 | % | ||||||||||
49-60 months | 13.91 | % | 2.88 | % | 11.02 | % | 0.00 | % | 0.00 | % |
35
Offering type | ||||||||||||||||||||||||
Transaction | Public | Public | Public | 144A | 144A | 144A | ||||||||||||||||||
Top 5 Models | 2005-A | 2004-A | 2003-A | 2002-A | 2001-A | 2000-A | ||||||||||||||||||
Maxima | 11.78 | % | 17.54 | % | 16.37 | % | 24.70 | % | 28.00 | % | 33.81 | % | ||||||||||||
Altima | 23.25 | % | 28.23 | % | 26.53 | % | 26.66 | % | 23.93 | % | 28.19 | % | ||||||||||||
Pathfinder | 12.44 | % | 16.60 | % | 29.62 | % | 23.60 | % | 27.04 | % | 28.06 | % | ||||||||||||
Murano | 10.06 | % | 10.85 | % | 7.75 | % | ||||||||||||||||||
Xterra | 7.51 | % | 11.61 | % | 10.31 | % | 2.74 | % | ||||||||||||||||
Quest | 7.93 | % | 4.94 | % | ||||||||||||||||||||
Sentra | 6.67 | % | ||||||||||||||||||||||
G35 | 12.44 | % |
Offering type | Public | Public | Public | 144A | 144A | 144A | ||||||||||||||||||
Transaction | 2005-A | 2004-A | 2003-A | 2002-A | 2001-A | 2000-A | ||||||||||||||||||
States | ||||||||||||||||||||||||
New York | 15.73 | % | 18.49 | % | 19.21 | % | 20.12 | % | 19.06 | % | 18.97 | % | ||||||||||||
New Jersey | 11.34 | % | 13.11 | % | 12.82 | % | 12.54 | % | 10.32 | % | 11.11 | % | ||||||||||||
California | 12.52 | % | 10.41 | % |
36
37
38
39
40
41
42
43
44
45
S-36
(2) In month [ ], prepayments increase to [ ]% ABS and remain at that level until the 36th month of the life of the lease. (3) In month [ ], prepayments decrease to [ ]% ABS and remain at that level until the original outstanding principal balance of the contract has been paid in full. |
46
• | as of the Cutoff Date, [ ] months have elapsed since the inception of the Leases, | ||
• | all Monthly Payments are timely received and no Lease is ever delinquent, | ||
• | no Repurchase Payment [or Reallocation Payment] is made in respect of any Lease, | ||
• | there are no losses in respect of the Leases, | ||
• | payments on the Notes and the Certificates are made on the 15th day of each month, whether or not the day is a Business Day, | ||
• | the servicing fee is | ||
• | all prepayments on the Leases are prepayments in full (and the residual values of the related Leased Vehicles are paid in full), | ||
• | the Reserve Account is initially funded with an amount equal to $[ ], | ||
• | the Securitization Value as of the Cutoff Date is $[ ], based on a Securitization Rate of [ ]% | ||
• | the Closing Date is [ , | ||
• | the Servicer does not exercise its option to purchase the assets of the Issuing Entity on or after the payment date on which the aggregate unpaid principal amount of the Securities is less than or equal to 5% of the aggregate initial principal amount of the Securities[, and | ||
• | Net Swap Payments are equal to zero for each Payment Date]. |
S-37
Prepayment Assumption | Prepayment Assumption | |||||||||||||||||||||||||||||||||||||||
Payment Date | 0% | 25% | 50% | 75% | 100% | 25% | 50% | 75% | 100% | 125% | ||||||||||||||||||||||||||||||
Closing Date | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||||||||||||||||||||||||||||||||
Weighted Average Life To Maturity (years)(1) |
(1) | The weighted average life of the Class A-1 Notes is determined by (a) multiplying the amount of each distribution in reduction of principal amount by the number of years from the Closing Date to the date indicated, (b) adding the results and (c) dividing the sum by the aggregate distributions in reduction of principal amount referred to in clause (a). |
47
Prepayment Assumption | Prepayment Assumption | |||||||||||||||||||||||||||||||||||||||
Payment Date | 0% | 25% | 50% | 75% | 100% | 25% | 50% | 75% | 100% | 125% | ||||||||||||||||||||||||||||||
Closing Date | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||||||||||||||||||||||||||||||||
Weighted Average Life To Maturity (years)(1) | ||||||||||||||||||||||||||||||||||||||||
Weighted Average Life to Maturity (years)(1) |
(1) | The weighted average life of the Class A-2 Notes is determined by (a) multiplying the amount of each distribution in reduction of principal amount by the number of years from the Closing Date to the date indicated, (b) adding the results and (c) dividing the sum by the aggregate distributions in reduction of principal amount referred to in clause (a). |
Prepayment Assumption | Prepayment Assumption | |||||||||||||||||||||||||||||||||||||||
Payment Date | 0% | 25% | 50% | 75% | 100% | 25% | 50% | 75% | 100% | 125% | ||||||||||||||||||||||||||||||
Closing Date | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||||||||||||||||||||||||||||||||
Weighted Average Life To Maturity (years)(1) | ||||||||||||||||||||||||||||||||||||||||
Weighted Average Lift to Maturity (years)(1) |
(1) | The weighted average life of the Class A-3 Notes is determined by (a) multiplying the amount of each distribution in reduction of principal amount by the number of years from the Closing Date to the date indicated, (b) adding the results and (c) dividing the sum by the aggregate distributions in reduction of principal amount referred to in clause (a). |
48S-38
Prepayment Assumption | Prepayment Assumption | |||||||||||||||||||||||||||||||||||||||
Payment Date | 0% | 25% | 50% | 75% | 100% | 25% | 50% | 75% | 100% | 125% | ||||||||||||||||||||||||||||||
Closing Date | 100.00 | 100.00 | 100.00 | 100.00 | 100.00 | |||||||||||||||||||||||||||||||||||
Weighted Average Life To Maturity (years)(1) | ||||||||||||||||||||||||||||||||||||||||
Weighted Average Lift to Maturity (years)(1) |
(1) | The weighted average life of the Class |
S-39
At or For the Twelve Months Ended March 31, | ||||||||||||||||||||
2007 | 2006 | 2005 | 2004 | 2003 | ||||||||||||||||
Dollar Amount of Net Receivables Outstanding(3) | $ | 8,430,823 | $ | 7,007,794 | $ | 5,086,769 | $ | 4,047,700 | $ | 3,770,177 | ||||||||||
Ending Number of Lease Contracts Outstanding | 385,730 | 321,818 | 240,665 | 196,965 | 193,120 | |||||||||||||||
Percentage of Delinquent Lease Contracts(4) | ||||||||||||||||||||
31-60 Days | 1.24 | % | 1.18 | % | 1.12 | % | 1.21 | % | 1.30 | % | ||||||||||
61-90 Days | 0.30 | % | 0.27 | % | 0.24 | % | 0.26 | % | 0.25 | % | ||||||||||
91 Days or more | 0.09 | % | 0.07 | % | 0.07 | % | 0.06 | % | 0.05 | % | ||||||||||
Total | 1.63 | % | 1.52 | % | 1.42 | % | 1.53 | % | 1.61 | % |
(1) | Includes leases for Nissan motor vehicles that NMAC has sold to third parties but continues to service. | |
(2) | Percentages may not add to total due to rounding. | |
(3) | Dollar amounts based on net book value of vehicles. | |
(4) | An account is considered delinquent if $50 or more of the scheduled monthly payment is past due. |
S-40
At or For the Twelve Months Ended March 31, | ||||||||||||||||||||
2007 | 2006 | 2005 | 2004 | 2003 | ||||||||||||||||
Dollar Amount of Net Receivables Outstanding(3) | $ | 4,971,445 | $ | 4,005,638 | $ | 2,608,750 | $ | 1,769,694 | $ | 1,105,050 | ||||||||||
Ending Number of Lease Contracts Outstanding | 154,267 | 124,717 | 85,513 | 58,453 | 38,905 | |||||||||||||||
Percentage of Delinquent Lease Contracts(4) | ||||||||||||||||||||
31-60 Days | 0.90 | % | 0.86 | % | 0.84 | % | 0.81 | % | 0.91 | % | ||||||||||
61-90 Days | 0.23 | % | 0.19 | % | 0.16 | % | 0.15 | % | 0.19 | % | ||||||||||
91 Days or more | 0.09 | % | 0.05 | % | 0.04 | % | 0.05 | % | 0.04 | % | ||||||||||
Total | 1.21 | % | 1.11 | % | 1.04 | % | 1.01 | % | 1.14 | % |
(1) | Includes leases for Infiniti motor vehicles that NMAC has sold to third parties but continues to service. | |
(2) | Percentages may not add to total due to rounding. | |
(3) | Dollar amounts based on net book value of vehicles. | |
(4) | An account is considered delinquent if $50 or more of the scheduled monthly payment is past due. |
At or For the Twelve Months Ended March 31, | ||||||||||||||||||||
2007 | 2006 | 2005 | 2004 | 2003 | ||||||||||||||||
Dollar Amount of Net Receivables Outstanding | $ | 13,402,268 | $ | 11,013,433 | $ | 7,695,519 | $ | 5,817,394 | $ | 4,875,227 | ||||||||||
Ending Number of Lease Contracts Outstanding(3) | 539,997 | 446,535 | 326,178 | 255,418 | 232,025 | |||||||||||||||
Percentage of Delinquent Lease Contracts(4) | 1.24 | % | ||||||||||||||||||
31-60 Days | 1.14 | % | 1.09 | % | 1.05 | % | 1.12 | % | 1.24 | % | ||||||||||
61-90 Days | 0.28 | % | 0.25 | % | 0.22 | % | 0.24 | % | 0.24 | % | ||||||||||
91 Days or more | 0.09 | % | 0.07 | % | 0.06 | % | 0.06 | % | 0.05 | % | ||||||||||
Total | 1.51 | % | 1.41 | % | 1.32 | % | 1.41 | % | 1.53 | % |
(1) | Includes leases for Nissan and Infiniti motor vehicles that NMAC has sold to third parties but continues to service. | |
(2) | Percentages may not add to total due to rounding. | |
(3) | Dollar amounts based on net book value of vehicles. | |
(4) | An account is considered delinquent if $50 or more of the scheduled monthly payment is past due. |
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At or For the Twelve Months Ended March 31, | ||||||||||||||||||||
2007 | 2006 | 2005 | 2004 | 2003 | ||||||||||||||||
Ending Number of Lease Contracts Outstanding | 385,730 | 321,818 | 240,665 | 196,965 | 193,120 | |||||||||||||||
Average Number of Lease Contracts Outstanding(3) | 363,280 | 287,460 | 215,892 | 193,324 | 202,798 | |||||||||||||||
Repossessions: | ||||||||||||||||||||
Number of Repossessions | 6,747 | 5,500 | 4,435 | 4,232 | 3,978 | |||||||||||||||
Number of Repossessions as a Percentage of Ending Number of Lease Contracts Outstanding | 1.75 | % | 1.71 | % | 1.84 | % | 2.15 | % | 2.06 | % | ||||||||||
Number of Repossessions as a Percentage of Average Number of Lease Contracts Outstanding | 1.86 | % | 1.91 | % | 2.05 | % | 2.19 | % | 1.96 | % | ||||||||||
Losses: | ||||||||||||||||||||
Dollar Amount of Net Receivables Outstanding(4) | $ | 8,430,823 | $ | 7,007,794 | $ | 5,086,769 | $ | 4,047,700 | $ | 3,770,177 | ||||||||||
Average Dollar Amount of Net Receivables Outstanding(3)(4) | $ | 7,992,174 | $ | 6,194,838 | $ | 4,511,978 | $ | 3,902,816 | $ | 3,881,212 | ||||||||||
Gross Repossession Losses(5) | $ | 81,517 | $ | 64,349 | $ | 43,891 | $ | 40,537 | $ | 36,225 | ||||||||||
Repossession Recoveries(5) | $ | 28,050 | $ | 24,180 | $ | 11,314 | $ | 9,761 | $ | 8,530 | ||||||||||
Net Repossession Losses | $ | 53,467 | $ | 40,169 | $ | 32,577 | $ | 30,776 | $ | 27,695 | ||||||||||
Average Net Repossession Loss per Liquidated Contract(6) | $ | 7,925 | $ | 7,303 | $ | 7,345 | $ | 7,272 | $ | 6,962 | ||||||||||
Net Repossession Losses as a Percentage of Average Net Receivables Outstanding | 0.67 | % | 0.65 | % | 0.72 | % | 0.79 | % | 0.71 | % |
(1) | Includes leases for Nissan motor vehicles that the Titling Trust has sold to third parties but NMAC continues to service | |
(2) | Percentages and numbers may not add to total due to rounding. | |
(3) | Average amounts calculated based on month-end data for the periods indicated. | |
(4) | Dollar amounts based on net book value of vehicles. | |
(5) | Includes involuntary and voluntary repossessions, bankruptcy repossessions and charge-offs. | |
(6) | Dollars not in thousands. |
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At or For the Twelve Months Ended March 31, | ||||||||||||||||||||
2007 | 2006 | 2005 | 2004 | 2003 | ||||||||||||||||
Ending Number of Lease Contracts Outstanding | 154,267 | 124,717 | 85,513 | 58,453 | 38,905 | |||||||||||||||
Average Number of Lease Contracts Outstanding(3) | 142,283 | 108,052 | 72,833 | 49,157 | 36,856 | |||||||||||||||
Repossessions: | ||||||||||||||||||||
Number of Repossessions | 1,471 | 1,042 | 652 | 478 | 417 | |||||||||||||||
Number of Repossessions as a Percentage of Ending Number of Lease Contracts Outstanding | 0.95 | % | 0.84 | % | 0.76 | % | 0.82 | % | 1.07 | % | ||||||||||
Number of Repossessions as a Percentage of Average Number of Lease Contracts Outstanding | 1.03 | % | 0.96 | % | 0.90 | % | 0.97 | % | 1.13 | % | ||||||||||
Losses: | ||||||||||||||||||||
Dollar Amount of Net Receivables Outstanding(4) | $ | 4,971,445 | $ | 4,005,638 | $ | 2,608,750 | $ | 1,769,694 | $ | 1,105,050 | ||||||||||
Average Dollar Amount of Net Receivables Outstanding(3)(4) | $ | 4,599,334 | $ | 3,421,112 | $ | 2,217,420 | $ | 1,469,505 | $ | 1,008,101 | ||||||||||
Gross Repossession Losses(5) | $ | 43,498 | $ | 31,052 | $ | 9,302 | $ | 7,650 | $ | 5,823 | ||||||||||
Repossession Recoveries(5) | $ | 31,367 | $ | 26,675 | $ | 3,050 | $ | 1,947 | $ | 1,381 | ||||||||||
Net Repossession Losses | $ | 12,131 | $ | 4,376 | $ | 6,252 | $ | 5,703 | $ | 4,442 | ||||||||||
Average Net Repossession Loss per Liquidated Contract(6) | $ | 8,247 | $ | 4,200 | $ | 9,588 | $ | 11,932 | $ | 10,652 | ||||||||||
Net Repossession Losses as a Percentage of Average Net Receivables Outstanding | 0.26 | % | 0.13 | % | 0.28 | % | 0.39 | % | 0.44 | % |
(1) | Includes leases for Infiniti motor vehicles that the Titling Trust has sold to third parties but NMAC continues to service. | |
(2) | Percentages and numbers may not add to total due to rounding. | |
(3) | Average amounts calculated based on month-end data for the periods indicated. | |
(4) | Dollar amounts based on net book value of vehicles. | |
(5) | Includes involuntary and voluntary repossessions, bankruptcy repossessions and charge-offs. | |
(6) | Dollars not in thousands. |
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At or For the Twelve Months Ended March 31, | ||||||||||||||||||||
2007 | 2006 | 2005 | 2004 | 2003 | ||||||||||||||||
Ending Number of Lease Contracts Outstanding | 539,997 | 446,535 | 326,178 | 255,418 | 232,025 | |||||||||||||||
Average Number of Lease Contracts Outstanding(3) | 505,563 | 395,512 | 288,725 | 242,481 | 239,654 | |||||||||||||||
Repossessions: | ||||||||||||||||||||
Number of Repossessions | 8,218 | 6,542 | 5,087 | 4,710 | 4,395 | |||||||||||||||
Number of Repossessions as a Percentage of Ending Number of Lease Contracts Outstanding | 1.52 | % | 1.47 | % | 1.56 | % | 1.84 | % | 1.89 | % | ||||||||||
Number of Repossessions as a Percentage of Average Number of Lease Contracts Outstanding | 1.63 | % | 1.65 | % | 1.76 | % | 1.94 | % | 1.83 | % | ||||||||||
Losses: | ||||||||||||||||||||
Dollar Amount of Net Receivables Outstanding(4) | $ | 13,402,268 | $ | 11,013,433 | $ | 7,695,519 | $ | 5,817,394 | $ | 4,875,227 | ||||||||||
Average Dollar Amount of Net Receivables Outstanding(3)(4) | $ | 12,591,508 | $ | 9,615,950 | $ | 6,729,397 | $ | 5,372,321 | $ | 4,889,313 | ||||||||||
Gross Repossession Losses(5) | $ | 125,015 | $ | 95,401 | $ | 53,193 | $ | 48,187 | $ | 42,048 | ||||||||||
Repossession Recoveries(5) | $ | 59,417 | $ | 50,855 | $ | 14,364 | $ | 11,707 | $ | 9,911 | ||||||||||
Net Repossession Losses | $ | 65,598 | $ | 44,545 | $ | 38,829 | $ | 36,480 | $ | 32,137 | ||||||||||
Average Net Repossession Loss per Liquidated Contract(6) | $ | 7,982 | $ | 6,809 | $ | 7,633 | $ | 7,745 | $ | 7,312 | ||||||||||
Net Repossession Losses as a Percentage of Average Net Receivables Outstanding | 0.52 | % | 0.46 | % | 0.58 | % | 0.68 | % | 0.66 | % |
(1) | Includes leases for Nissan and Infiniti motor vehicles that the Titling Trust has sold to third parties but NMAC continues to service. | |
(2) | Percentages and numbers may not add to total due to rounding. | |
(3) | Average amounts calculated based on month-end data for the periods indicated. | |
(4) | Dollar amounts based on net book value of vehicles. | |
(5) | Includes involuntary and voluntary repossessions, bankruptcy repossessions and charge-offs. | |
(6) | Dollars not in thousands. |
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At or For the Twelve Months Ended March 31, | ||||||||||||||||||||
2007 | 2006 | 2005 | 2004 | 2003 | ||||||||||||||||
Total Number of Vehicles Scheduled to Terminate(1) | 84,316 | 52,065 | 35,951 | 64,959 | 91,484 | |||||||||||||||
Total Initial ALG Residual on Vehicles Scheduled to Terminate(3) | $ | 956,742,450 | $ | 607,956,871 | $ | 437,950,969 | $ | 816,769,504 | $ | 1,122,604,707 | ||||||||||
Number of Vehicles Returned to NMAC(4) | 34,716 | 27,619 | 22,773 | 46,398 | 65,743 | |||||||||||||||
Vehicles Returned to NMAC Ratio | 41.17 | % | 53.05 | % | 63.34 | % | 71.43 | % | 71.86 | % | ||||||||||
Number of Vehicles going to Full Termination(5) | 31,355 | 21,961 | 18,342 | 40,523 | 58,541 | |||||||||||||||
Full Termination Ratio(6) | 37.19 | % | 42.18 | % | 51.02 | % | 62.38 | % | 63.99 | % | ||||||||||
Total Gain/(Loss) on Vehicles Returned to NMAC(4)(7) | $ | 11,304,590 | $ | 12,341,806 | $ | (806,032 | ) | $ | (19,788,606 | ) | $ | (31,315,990 | ) | |||||||
Average Gain/(Loss) on Vehicles Returned to NMAC(7) | $ | 326 | $ | 447 | $ | (35 | ) | $ | (426 | ) | $ | (476 | ) | |||||||
Total Initial ALG Residual on Vehicles Returned to NMAC(3) | $ | 438,410,156 | $ | 347,673,925 | $ | 287,774,292 | $ | 594,554,790 | $ | 818,170,335 | ||||||||||
Total Gain/(Loss) on Vehicles Returned to NMAC as a Percentage of Initial ALG Residuals of Returned Vehicles Sold by NMAC | 2.58 | % | 3.55 | % | (0.28 | )% | (3.33 | )% | (3.83 | )% | ||||||||||
Total Gain/(Loss) on Vehicles Returned to NMAC as a Percentage of Initial ALG Residuals of Vehicles Scheduled to Terminate | 1.18 | % | 2.03 | % | (0.18 | )% | (2.42 | )% | (2.79 | )% | ||||||||||
Average Contract Residual Percentage of Adjusted MSRP | 51.34 | % | 50.95 | % | 51.03 | % | 55.08 | % | 56.89 | % | ||||||||||
Average Initial ALG Residual Percentage of Adjusted MSRP | 46.25 | % | 45.68 | % | 46.08 | % | 49.43 | % | 49.16 | % | ||||||||||
Percentage Difference | 5.09 | % | 5.27 | % | 4.95 | % | 5.65 | % | 7.73 | % |
(1) | Includes leases for Nissan motor vehicles which NMAC has sold to third parties but continues to service. These leases are grouped by scheduled lease maturity date. Excludes leases that have been terminated pursuant to a lessee default (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). | |
(2) | Percentages and numbers may not add to total due to rounding. | |
(3) | ALG Residual for Standard Mileage Leases (15,000 miles/year) (not adjusted Maximum Residualized MSRP). | |
(4) | Excludes repossessions, vehicles in inventory and NMAC Residual Percentages of less than 10% and greater than 95%. MSRP adjusted for Dealer add-ins in accordance with NMAC policy. Includes lessee initiated early terminations. |
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(5) | Includes all vehicles terminating at scheduled maturity, terminating past scheduled maturity and terminating within 90 days prior to scheduled maturity. | |
(6) | The ratio of the vehicles that went to full termination during the stated period over the vehicles scheduled to terminate. | |
(7) | Gain/(Loss) net of the difference between the Contract Residual and the ALG Residual. |
S-46
At or For the Twelve Months Ended March 31, | ||||||||||||||||||||
2007 | 2006 | 2005 | 2004 | 2003 | ||||||||||||||||
Total Number of Vehicles Scheduled to Terminate(1) | 24,133 | 11,038 | 7,081 | 9,859 | 11,230 | |||||||||||||||
Total Initial ALG Residual on Vehicles Scheduled to Terminate(3) | $ | 445,618,088 | $ | 201,043,794 | $ | 125,296,025 | $ | 180,082,572 | $ | 204,694,277 | ||||||||||
Number of Vehicles Returned to NMAC(4) | 12,078 | 6,427 | 4,468 | 7,285 | 9,185 | |||||||||||||||
Vehicles Returned to NMAC Ratio | 50.05 | % | 58.23 | % | 63.10 | % | 73.89 | % | 81.79 | % | ||||||||||
Number of Vehicles going to Full Termination(5) | 11,004 | 5,691 | 3,891 | 6,779 | 8,472 | |||||||||||||||
Full Termination Ratio(6) | 45.60 | % | 51.56 | % | 54.95 | % | 68.76 | % | 75.44 | % | ||||||||||
Total Gain/(Loss) on Vehicles Returned to NMAC(4)(7) | $ | (7,297,549 | ) | $ | (3,425,778 | ) | $ | (570,115 | ) | $ | (5,700,803 | ) | $ | (16,504,317 | ) | |||||
Average Gain/(Loss) on Vehicles Returned to NMAC(7) | $ | (604 | ) | $ | (533 | ) | $ | (128 | ) | $ | (783 | ) | $ | (1,797 | ) | |||||
Total Initial ALG Residual on Vehicles Returned to NMAC(3) | $ | 234,302,822 | $ | 121,770,936 | $ | 80,551,702 | $ | 136,499,932 | $ | 172,229,890 | ||||||||||
Total Gain/(Loss) on Vehicles Returned to NMAC as a Percentage of Initial ALG Residuals of Returned Vehicles Sold by NMAC | (3.11 | )% | (2.81 | )% | (0.71 | )% | (4.18 | )% | (9.58 | )% | ||||||||||
Total Gain/(Loss) on Vehicles Returned to NMAC as a Percentage of Initial ALG Residuals of Vehicles Scheduled to Terminate | (1.64 | )% | (1.70 | )% | (0.46 | )% | (3.17 | )% | (8.06 | )% | ||||||||||
Average Contract Residual Percentage of Adjusted MSRP | 51.37 | % | 51.32 | % | 52.37 | % | 57.39 | % | 59.45 | % | ||||||||||
Average Initial ALG Residual Percentage of Adjusted MSRP | 48.23 | % | 46.96 | % | 47.78 | % | 52.27 | % | 52.53 | % | ||||||||||
Percentage Difference | 3.14 | % | 4.36 | % | 4.59 | % | 5.12 | % | 6.92 | % |
(1) | Includes leases for Infiniti motor vehicles which NMAC has sold to third parties but continues to service. These leases are grouped by scheduled lease maturity date. Excludes leases that have been terminated pursuant to a lessee default (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). | |
(2) | Percentages and numbers may not add to total due to rounding. | |
(3) | Excludes vehicles for which no ALG Residual is available due to the absence of an equivalent vehicle or contract term on the ALG tables. | |
(4) | Excludes repossessions, vehicles in inventory and NMAC Residual Percentages of less than 10% and greater than 95%. MSRP adjusted for Dealer add-ins in accordance with IFS policy. Includes lessee initiated early terminations. | |
(5) | Includes all vehicles terminating at scheduled maturity, terminating past scheduled maturity and terminating within 90 days prior to scheduled maturity. | |
(6) | The ratio of the vehicles that went to full termination during the stated period over the vehicles scheduled to terminate. | |
(7) | Gain/(Loss) net of the difference between the Contract Residual and the ALG Residual. |
S-47
49
[ ] Months | ||||||||||||||||||||||||
Ended [ | ||||||||||||||||||||||||
, 200[ ] | Years Ended March 31, | |||||||||||||||||||||||
2005 | 2004 | 2003 | 2002 | 2001 | ||||||||||||||||||||
Number of lease vehicle contracts purchased by NMAC : | 108,119 | 99,314 | 75,745 | |||||||||||||||||||||
Leasing Revenues(1) : | $ | 1,249,369 | $ | 1,185,325 | $ | 1,095,166 | $ | 1,068,160 |
At or For the Twelve Months Ended March 31, | ||||||||||||||||||||
2007 | 2006 | 2005 | 2004 | 2003 | ||||||||||||||||
Number of lease vehicle contracts | 218,553 | 212,942 | 136,466 | 108,119 | 99,314 | |||||||||||||||
purchased by NMAC: | ||||||||||||||||||||
Leasing Revenues(1): | $ | 2,811,656 | $ | 2,118,581 | $ | 1,515,457 | $ | 1,249,369 | $ | 1,185,325 |
(1) | Dollars in thousands. |
S-48
50
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51
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52
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53
• | for the Class A-1 Notes, | ||
• | for the Class A-2 Notes, [ ]% | ||
• | for the Class A-3 Notes, [ ]% | ||
• | for the Class |
S-52
54
S-53
Among other things, an event of default under the Interest Rate [Cap][Swap] Agreement includes:
Among other things, a termination event under the Interest Rate [Cap][Swap] Agreement includes:
Upon the occurrence of any event of default or termination event specified in the Interest Rate [Cap][Swap] Agreement, the non-defaulting or non-affected party may elect to terminate the Interest Rate [Cap][Swap] Agreement; provided that, following the early termination of the Interest Rate [Cap][Swap] Agreement due to an event of default or termination event specified in the Interest Rate [Cap][Swap] Agreement, the Issuing Entity shall, in accordance with the terms of such Interest Rate [Cap][Swap] Agreement, enter into a replacement Interest Rate [Cap][Swap] Agreement to the extent possible and practicable. If the Interest Rate Swap Agreement is terminated due to an event of default or a termination event, a Swap Termination Payment under the Interest Rate Swap Agreement may be due to the Swap Counterparty by the Issuing Entity out of Available Amounts or may be due to the Issuing Entity by the Swap Counterparty. The amount of any Swap Termination Payment may be based on the actual cost or market quotations of the cost of entering into a similar swap transaction or such other methods as may be required under the Interest Rate Swap Agreement, in each case in accordance with the procedures set forth in the Interest Rate Swap Agreement. Any Swap Termination Payment could, if market rates or other conditions have changed materially, be substantial. If a replacement Interest Rate Swap Agreement is entered into, any payments made by the replacement Swap Counterparty in consideration for replacing the Swap Counterparty, will be applied to any Swap Termination Payment owed to the Swap Counterparty, under the Interest Rate Swap Agreement to the extent not previously paid. For purposes of this Prospectus Supplement, the following terms will have the following meanings: “Net Swap Payment”means for the Interest Rate Swap Agreement, the net amounts owed by the Issuing Entity to the Swap Counterparty, if any, on any Payment Date, excluding Swap Termination Payments. “Net Swap Receipts”means for the Interest Rate Swap Agreement, the net amounts owed by the Swap Counterparty to the Issuing Entity, if any, on any Payment Date, excluding any Swap Termination Payments. “Senior Swap Termination Payment”means any Swap Termination Payment owed by the Issuing Entity to the Swap Counterparty under the Interest Rate Swap Agreement due to (i) the failure of the Issuing Entity to make Net Swap Payments due under the Interest Rate Swap Agreement, (ii) illegality of performance under the Interest Rate Swap Agreement or (iii) the occurrence of bankruptcy or insolvency events with respect to the Issuing Entity. “Subordinated Swap Termination Payment”means any Swap Termination Payment owed by the Issuing Entity to the Swap Counterparty under the Interest Rate Swap Agreement other than a Senior Swap Termination Payment. “Swap Termination Payment”means payments due to the Swap Counterparty by the Issuing Entity or to the Issuing Entity by the Swap Counterparty under the Interest Rate Swap Agreement, including interest that may accrue thereon, due to a termination of the Interest Rate Swap Agreement due to an “event of default” or “termination event” under the Interest Rate Swap Agreement. For more information regarding the Interest Rate [Cap][Swap] Agreement, you should refer to “Description of the Hedge Agreement” in the accompanying Prospectus.] Principal S-55 Notwithstanding the foregoing, the Principal Distribution Amount shall not exceed the The On each Payment Date, unless the maturity of the Notes has been accelerated following an Indenture Default, principal payments shall be made sequentially so that no principal will be paid on any class of Notes until each class of Notes with a lower numerical designation has been paid in full. Thus, no principal will be paid on the Class A-2 Notes until the principal on the Class A-1 Notes has been paid in full, no principal will be paid on the Class A-3 Notes until the principal on the Class A-2 Notes has been paid in full and no principal will be paid on the Class A-4 until the principal on the Class A-3 Notes has been paid in full. Any remaining principal payment will then be paid to the Certificates until they have been paid in full. On any Payment Date, the On each Payment Date after the maturity of the Notes has been accelerated following an Indenture Default, principal will be allocated first to the Class A-1 Notes, until they have been paid in full, second, pro rata among all other classes of the Notes until they have been paid in full, and third, to the Certificates. See The
To the extent not previously paid prior to such dates, the outstanding principal amount of each class of Notes will be payable in full on the Payment Date in the months specified below (each, a
The actual date on which the outstanding principal amount of any class of Notes is paid may be later or significantly earlier than its Final Scheduled Payment Date based on a variety of factors, including the factors described under Optional Purchase Following the occurrence of an Indenture Default that results in the acceleration of the Notes and unless and until such acceleration has been rescinded, on each Payment Date, the Indenture Trust shall make the following payments and distributions from the 20[ ] -[ ] SUBI Collection Account in the following priority:
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If an Indenture Default occurs, the Indenture Trustee or the holders of at least a majority of the aggregate principal amount of the Notes, voting as a single class, may declare the principal of the Notes to be immediately due and payable. If the Notes are accelerated, you may receive principal before the Final Scheduled Payment Date for your notes. DESCRIPTION OF THE CERTIFICATES General The Certificates will be issued under the Trust Agreement in definitive form. Payments on the Certificates will be subordinated to payments on the Notes. The Certificates will not bear interest. Principal Principal payments will be made to Certificateholder on each Payment Date in the priority and in the amount set forth under
SECURITY FOR THE NOTES General On the Closing Date, the Issuing Entity will pledge the 20[ ] -[ ] SUBI Certificate, the Reserve Account and the other property of the Issuing Entity’s Estate to the Indenture Trustee [and the Swap Counterparty] to secure the Issuing Entity’s obligations under the
S-58 The Accounts The SUBI Collection Account On or prior to the Closing Date, the Titling Trustee, at the direction of the Servicer, will establish a trust account for the benefit of the holders of interests in the SUBI, into which collections on or in respect of the Leases and the Leased Vehicles, and other payments received, will generally be deposited (the Deposits into the SUBI Collection Account.As more fully described under Withdrawals from the SUBI Collection Account.On each Payment Date, the Titling Trustee shall transmit or shall cause to be transmitted the sum of all Available Funds from the SUBI Collection Account for the related Collection Period in the amounts and in the priority, and to such accounts as set forth under If, on any date, the Servicer supplies the Titling Trustee and the Indenture Trustee with an officer’s certificate setting forth the calculations for Reimbursable Expenses, the Titling Trustee shall remit to the Servicer, without interest and before any other distribution from the SUBI Collection Account on that date, monies from the SUBI Collection Account representing such Reimbursable Expenses.
The Reserve Account On or before the Closing Date the Servicer, on behalf of the Issuing Entity [and the Swap Counterparty], will establish a trust account in the name of the Indenture Trustee for the benefit of the Noteholders [and the Swap Counterparty] (the S-59 The Reserve Account initially will be funded by the Issuing Entity with a deposit of $[ ], representing approximately [ ]% of the aggregate
On each Payment Date, a withdrawal will be made from the Reserve Account in an amount (the On any Payment Date on which the amount on deposit in the Reserve Account, after giving effect to all withdrawals therefrom and deposits thereto in respect of that Payment Date, exceeds the Reserve Account Requirement, any such excess shall be paid to the Depositor. The The Distribution Accounts On or before the Closing Date, (a) the Depositor, on behalf of the Issuing Entity, will establish a trust account in the name of the Indenture Trustee for the benefit of the Noteholders and the Swap Counterparty, into which amounts released from the SUBI Collection Account and, when necessary, from the Reserve Account, for distribution to the Noteholders and the Swap Counterparty will be deposited and from which all distributions to the Noteholders and the Swap Counterparty will be made (the
On or before each Payment Date, (a) the Titling Trustee shall deposit or cause to be deposited from the SUBI Collection Account and (b) the Indenture Trustee shall deposit or cause to be deposited from the Reserve Account, if necessary, respectively, the amounts allocable to the Noteholders, the Certificateholder and the Maintenance of the Accounts The Note Distribution Account and the Reserve Account will be maintained with the Indenture Trustee and the SUBI Collection Account (together with the Note Distribution Account and the SUBI Collection Account, the S-60 associated with such rating) or (b) the Indenture Trustee or the Trust Agent, as the case may be, is a depository institution or trust company having a long-term unsecured debt rating acceptable to each Rating Agency and corporate trust powers and the related Account is maintained in a segregated trust account of the Indenture Trustee or the Trust Agent, as the case may be (the On the Payment Date on which all of the Notes have been paid in full and following payment of any remaining obligations of the Issuing Entity under the Basic Documents, any amounts remaining on deposit in the Accounts — after giving effect to all withdrawals therefrom and deposits thereto in respect of that Payment Date [(and taking into account any payments due to the Swap Counterparty)] — will be paid to the holder of the Certificates. Permitted Investments When funds are deposited in (a) the SUBI Collection Account and (b) the Reserve Account, they will be invested at the direction of the Servicer and the Administrative Agent, respectively, in one or more Permitted Investments maturing no later than the Deposit Date immediately succeeding the date of that investment. Notwithstanding the foregoing, Permitted Investments on which the entity at which the related account is located may mature on the related Deposit Date. When funds are deposited in (a) the SUBI Collection Account of the related series of Notes and (b) the Reserve Account of such series of Notes, they will be invested at the direction of the Servicer and the Administrative Agent, respectively, in one or more Permitted Investments maturing no later than the Deposit Date immediately succeeding the date of that investment. Notwithstanding the foregoing, Permitted Investments on which the entity at which the related account is located may mature on the related Deposit Date. On each Payment Date, all net income or other gain from the investment of funds on deposit in the Reserve Account and the SUBI Collection Account in respect of the related Collection Period will be deposited into the Reserve Account. As more fully described under
The Trustees will make distributions to the Securityholders and the Swap Counterparty out of amounts on deposit in the related Distribution Accounts. The amount to be distributed to the Servicer, the Securityholders and the S-61 Determination of Available Funds The amount of funds available for distribution on a Payment Date will generally equal the sum of Available Funds and amounts on deposit in the Reserve Account. The Deposits to the Distribution Accounts; Priority of Payments SUBI Collection Account.On each Payment Date, the Servicer will allocate amounts on deposit in the SUBI Collection Account with respect to the related Collection Period as described below and will instruct the Titling Trustee, acting through the Trust Agent, to cause the following deposits and distributions to be made in the following amounts and order of priority:
The S-62 Reserve Account.On each Payment Date, after taking into account amounts available to be distributed to Securityholders from the SUBI Collection Account [to pay any amounts due to the Swap Counterparty], the Servicer will allocate the Reserve Account Draw Amount on deposit in the Reserve Account with respect to the related Collection Period and will instruct the Indenture Trustee to make the following deposits and distributions in the following amounts (but not to exceed the Reserve Account Draw Amount) and order of priority:
On each Payment Date, if, after giving effect to the distributions set forth above, the amount on deposit in the Reserve Account exceeds the Reserve Account Requirement, any such excess shall be released to the Depositor. Amounts distributed to the Depositor and to any holder of the Certificates will not be available in later periods to fund charge offs or the reserve account. See The final distribution to any Securityholder will be made only upon surrender and cancellation of the certificate representing its Securities at an office or agency of the Issuing Entity specified in the notice of termination. Any funds remaining in the Issuing Entity, after the related Trustee has taken certain measures to locate the related Securityholders and those measures have failed, will be distributed to the Depositor. None of the Securityholders, the Indenture Trustee, the Owner Trustee, the Depositor, Payment Date Certificate The Issuing Entity will cause the Servicer to agree to deliver to the Indenture Trustee, the Owner Trustee and each paying agent, if any, on the tenth calendar day of each month or, if the tenth day is not a Business Day, the next succeeding Business Day, a certificate (the
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On any Payment Date, the S-64
Each amount set forth pursuant to clauses (iii), (iv), (vi), (vii) and (viii) above will be expressed in the aggregate and as a dollar amount per $1,000 of original principal amount of a Note. The Indenture Trustee has no duty or obligation to verify or confirm the accuracy of any of the information or numbers set forth in the Payment Date Certificate delivered to the Indenture Trustee, and the Indenture Trustee shall be fully protected in relying upon the Payment Date Certificate. ADDITIONAL INFORMATION REGARDING THE SECURITIES Statements to Securityholders On each Payment Date, the Indenture Trustee will include with each distribution to each Noteholder of record, as of the close of business on the related Deposit Date (which shall be Cede as the nominee of DTC unless Definitive Notes are issued under the limited circumstances described in Copies of such statements may be obtained by the Noteholders or Note Owners by a request in writing addressed to the Indenture Trustee. In addition, within the prescribed period of time for tax reporting purposes after the end of each calendar year, the Indenture Trustee (during the term of the Indenture) will mail to each person who at any time during such calendar year was a Noteholder a statement containing such information as is reasonably necessary to permit the Noteholder to prepare its state and federal income taxes. Optional Purchase S-65 (other than cash, in which case such value shall be the amount of such funds held in cash) held as part of the Issuing Entity’s Estate (less liquidation expenses); provided, however, that such price will be at least equal to the sum of the Note Balance plus accrued and unpaid interest on the Notes, the Servicing Fee (including any unpaid Servicing Fees for prior Collections Periods), It is expected that at such time as the Optional Purchase becomes available to the Servicer, only the Certificates will be outstanding. Advances On each Deposit Date, the Servicer will be obligated to make, by deposit into the SUBI Collection Account, a Monthly Payment Advance in respect of the unpaid Monthly Payment of certain Leased Vehicles, and a Sales Proceeds Advance in respect of the Securitization Value of Leases relating to certain Matured Vehicles. As used in this
that it determines that such Advance will be recoverable from future payments or collections on the related Lease or Leased Vehicle or otherwise. In making Advances, the Servicer will assist in maintaining a regular flow of scheduled payments on the Leases and, accordingly, in respect of the Securities, rather than guarantee or insure against losses. Accordingly, all Advances will be reimbursable to the Servicer, without interest, as described in this Monthly Payment Advances.If a lessee makes a Monthly Payment that is less than the total Monthly Payment billed with respect to the lessee’s vehicle for the related Collection Period, the Servicer will advance the difference between (a) the amount of the Monthly Payment due and (b) the actual lessee payment received less amounts thereof allocated to monthly sales, use, lease or other taxes (each, a The Servicer will be entitled to reimbursement of all Monthly Payment Advances from (a) subsequent payments made by the related lessee in respect of the Monthly Payment due or (b) if the Monthly Payment Advance has been outstanding for at least 90 days after the end of the Collection Period in respect of which such Monthly Payment Advance was made, from the SUBI Collection Account. Sales Proceeds Advances.If the Servicer does not sell or otherwise dispose of a Leased Vehicle that became a Matured Vehicle by the end of the related Collection Period, on the related Deposit Date the Servicer will advance to the Issuing Entity an amount equal to, if the related Lease (i) terminated early but is not a Lease in default, the Securitization Value and (ii) relates to a Leased Vehicle that matured on its scheduled termination date, the Base Residual (each, a If the Servicer sells a Matured Vehicle after making a Sales Proceeds Advance, the Net Auction Proceeds will be paid to the Servicer up to the amount of such Sales Proceeds Advance, and the Residual Value Surplus will be deposited into the SUBI Collection Account. If the Net Auction Proceeds are insufficient to reimburse the Servicer for the entire Sales Proceeds Advance, the Servicer will be entitled to reimbursement of the difference from Collections, on the SUBI Assets, in respect of one or more future Collection Periods and retain such amount as reimbursement for the outstanding portion of the related Sales Proceeds Advance. If the Servicer has not sold a Matured Vehicle within 90 days after it has made a Sales Proceeds Advance, it may be reimbursed for that Sales Proceeds Advance from amounts on deposit in the SUBI Collection Account. Within six months of receiving that reimbursement, if the related Leased Vehicle has not been sold, the Servicer shall, if permitted by applicable law, cause that Leased Vehicle to be sold at auction and shall remit the proceeds associated with the disposition of that Leased Vehicle to the SUBI Collection Account. S-66 For more information regarding the Servicer’s obligation to deposit Advances into the SUBI Collection Account, you should refer to Compensation for Servicer and Administrative Agent As Servicer, NMAC will be entitled to compensation for the performance of its servicing obligations with respect to the SUBI Assets under the Servicing Agreement. NMAC will also perform the administrative obligations required to be performed by the trust or the owner trustee under the indenture and the trust agreement. As Servicer and Administrative Agent, NMAC will be entitled to receive a fee in respect of the SUBI Assets equal to, for each Collection Period, one-twelfth of the product of (a) 1.00% and (b) the aggregate Securitization Value of all Leases as of the first day of that Collection Period (the As Servicer, NMAC will also be entitled to additional compensation as described under Fees and Expenses Set forth below is a list of all fees and expenses payable on each Payment Date out of Available Funds and amounts on deposit in the Reserve Account for the related Collection Period.
MATERIAL FEDERAL INCOME TAX CONSEQUENCES In the opinion of Mayer Brown
ERISA CONSIDERATIONS Subject to important considerations described below and under UNDERWRITING Subject to the terms and conditions set forth in an Underwriting Agreement (the
In the Underwriting Agreement, the Underwriters have agreed, subject to the terms and conditions set forth in the Underwriting Agreement, to purchase all of the Notes if any of the Notes are purchased. This obligation of the Underwriters is subject to specified conditions precedent set forth in the Underwriting Agreement. The Depositor and NMAC have agreed to indemnify the Underwriters against specified liabilities, including liabilities under the Securities Act, or to contribute to payments which the Underwriters may be required to make in respect thereof. However, in the opinion of the SEC, certain indemnification provisions for liability arising under the federal securities laws are contrary to public policy and therefore unenforceable. In the ordinary course of their respective businesses, the Underwriters and their respective affiliates have engaged and may engage in investment banking and/or commercial banking transactions with Nissan and its affiliates. S-68 The Notes are new issues of securities with no established trading markets. The Depositor has been advised by the Underwriters that they intend to make a market in the Notes of each class, in each case as permitted by applicable laws and regulations. The Underwriters are not obligated, however, to make a market in the Notes of any class, and that market-making may be discontinued at any time without notice at the sole discretion of the Underwriters. Accordingly, no assurance can be given as to the liquidity of, or trading markets for, the Notes of any class.
The Issuing Entity may, from time to time, invest funds in the Accounts in NMAC or its affiliates may apply all or any portion of the net proceeds of the sale of the 20[ ] -[ ] SUBI Certificate to the Depositor to the repayment of indebtedness, including “warehouse” indebtedness secured by leases and/or to reallocate leases sold into a lease purchase facility. One or more of the Underwriters (or (a) their respective affiliates or (b) entities for which their respective affiliates act as administrative agent and/or provide liquidity lines) may have acted as a “warehouse” lender or purchaser to NMAC or its affiliates, and may receive a portion of such proceeds as repayment of such “warehouse” indebtedness or as repurchase proceeds. Additionally, certain of the Underwriters and their affiliates engage in transactions with and perform services for NMAC and its affiliates in the ordinary course of business and have engaged, and may in the future engage, in commercial banking and investment banking transactions with NMAC and its affiliates. The Underwriters have advised the Depositor that in connection with the offering of the Notes, the Underwriters may engage in overallotment transactions, stabilizing transactions or syndicate covering transactions in accordance with Regulation M under the 1934 Act. Overallotment involves sales in excess of the offering size, which creates a short position for the Underwriters. Stabilizing transactions involve bids to purchase the Notes in the open market for the purpose of pegging, fixing or maintaining the price of the Notes. Syndicate covering transactions involve purchases of the Notes in the open market after the distribution has been completed in order to cover short positions. Overallotment, stabilizing transactions and syndicate covering transactions may cause the price of the Notes to be higher than it would otherwise be in the absence of those transactions. Neither the Depositor nor the Underwriters makes any representation or prediction as to the direction or magnitude of any of that effect on the prices for the Notes. Neither the Depositor nor the Underwriters represent that the Underwriters will engage in any such transactions. If the Underwriters engage in such transactions, they may discontinue them at any time. Rule 15c6-1 under the 1934 Act generally requires trades in the secondary market to settle in three Business Days, unless the parties to such trade expressly agree otherwise. Because delivery of Notes to purchasers hereunder will settle more than three Business Days after the date hereof, purchasers hereunder who wish to trade notes in the secondary market on the date hereof will be required to specify an alternative settlement cycle with their secondary purchasers to prevent a failed settlement of the secondary purchase. Purchasers hereunder who wish to make such secondary trades on the date hereof are encouraged to consult their own advisors. Each Underwriter will represent that (i) it has not offered or sold and will not offer or sell, prior to the date six months after their date of issuance, any Notes to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted in and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended; (ii) it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (the In connection with any sales of securities outside of the United States, the Underwriters may act through one or more of their affiliates. In addition, The Swap Counterparty is affiliated with one of the Underwriters of the Notes. S-69 MATERIAL LITIGATION No litigation or governmental proceeding is pending, or has been threatened, against the UTI Beneficiary, the Depositor or the Issuing Entity. NMAC and the Titling Trust are parties to, and are vigorously defending, numerous legal proceedings, all of which NMAC and the Titling Trust, as applicable, believe constitute ordinary routine litigation incidental to the business and activities conducted by NMAC and the Titling Trust. Some of the actions naming NMAC and/or the Titling Trust are or purport to be class action suits. In the opinion of management of NMAC, the amount of ultimate liability on pending claims and actions as of the date of this
CERTAIN RELATIONSHIPS The Depositor is a wholly-owned subsidiary of NMAC. The sole beneficiary of the Titling Trust is the UTI Beneficiary. The sole beneficiary of the UTI Beneficiary is NMAC. In addition to the agreements described in the RATINGS OF THE NOTES A rating is not a recommendation to buy, sell or hold the Notes, inasmuch as such rating does not comment as to market price or suitability for a particular investor. The rating of the Notes address the likelihood of the payments on the Notes pursuant to their terms. There can be no assurance as to whether any rating agency other than the assigning Rating Agency will rate the Notes or, if one does, what rating will be assigned by such other rating agency. A rating on the Notes by another rating agency, if assigned at all, may be lower than the ratings assigned to the Notes by the assigning Rating Agency. NMAC has paid a fee to the assigning Rating Agencies to rate the Notes. Although no contractual arrangements are in place, we believe that the assigning Rating Agencies will continue to monitor the transaction while the Notes are outstanding. LEGAL MATTERS In addition to the legal opinions described in the accompanying
INDEX OF PRINCIPAL TERMS
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GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES Except in specified circumstances, the globally offered Notes (the Secondary market trading between investors holding Global Securities through Clearstream Banking Luxembourg and Euroclear will be conducted in the ordinary way in accordance with their normal rules and operating procedures and in accordance with conventional eurobond practice (i.e., three calendar day settlement). Secondary market trading between investors holding Global Securities through DTC will be conducted according to the rules and procedure applicable to U.S. corporate debt obligations and prior asset-backed securities issues. Secondary cross-market trading between Clearstream Banking Luxembourg or Euroclear and DTC Participants holding securities will be effected on a delivery-against-payment basis through the depositaries of Clearstream Banking Luxembourg and Euroclear (in that capacity) and as DTC Participants. Non-U.S. holders (as described below) of Global Securities will be subject to U.S. withholding taxes unless those holders meet specified requirements and deliver appropriate U.S. tax documents to the securities clearing organizations or their participants. Initial Settlement All Global Securities will be held in book-entry form by DTC in the name of Cede & Co. as nominee of DTC. Investors’ interests in the Global Securities will be represented through financial institutions acting on their behalf as direct and indirect Participants in DTC. As a result, Clearstream Banking Luxembourg and Euroclear will hold positions on behalf of their participants through their depositaries, which in turn will hold those positions in accounts as DTC Participants. Investors electing to hold their Global Securities through DTC will follow DTC settlement practice. Investor securities custody accounts will be credited with their holdings against payment in same-day funds on the settlement date. Investors electing to hold their Global Securities through Clearstream Banking Luxembourg or Euroclear accounts will follow the settlement procedures applicable to conventional eurobonds, except that there will be no temporary global security and no “lock-up” or restricted period. Global Securities will be credited to securities custody accounts on the settlement date against payment in same-day funds. Secondary Market Trading Since the purchaser determines the place of delivery, it is important to establish at the time of the trade where both the purchaser’s and seller’s accounts are located to ensure that settlement can be made on the desired value date. Trading between DTC Participants.Secondary market trading between DTC Participants will be settled using the procedures applicable to prior asset-backed securities issues in same-day funds. Trading between Clearstream Banking Luxembourg and/or Euroclear Participants.Secondary market trading between Clearstream Banking Luxembourg Participants or Euroclear Participants will be settled using the procedures applicable to conventional eurobonds in same-day funds. Trading between DTC Seller and Clearstream Banking Luxembourg or Euroclear Participants.When Global Securities are to be transferred from the account of a DTC Participant to the account of a Clearstream Banking Luxembourg Participant or a Euroclear A-1 Participant, the purchaser will send instructions to Clearstream Banking Luxembourg or Euroclear through a Clearstream Banking Luxembourg Participant or Euroclear Participant at least one business day prior to settlement. Clearstream Banking Luxembourg or Euroclear will instruct the respective Depositary, as the case may be, to receive the Global Securities against payment. Payment will include interest accrued on the Global Securities from and including the last coupon payment date to and excluding the settlement date, on the basis of the actual number of days in that accrual period and a year assumed to consist of 360 days. For transactions settling on the 31st of the month, payment will include interest accrued to and excluding the first day of the following month. Payment
will then be made by the respective Depositary to the DTC Participant’s account against delivery of the Global Securities. After settlement has been completed, the Global Securities will be credited to the respective clearing system and by the clearing system, in accordance with its usual procedures, to the Clearstream Banking Luxembourg Participant’s or Euroclear Participant’s account. The securities credit will appear the next day (European time) and the cash debt will be back-valued to, and the interest on the Global Securities will accrue from, the value date (which would be the preceding day when settlement occurred in New York). If settlement is not completed on the intended value date (i.e., the trade fails), the Clearstream Banking Luxembourg or Euroclear cash debt will be valued instead as of the actual settlement date. Clearstream Banking Luxembourg Participants and Euroclear Participants will need to make available to the respective clearing systems the funds necessary to process same-day funds settlement. The most direct means of doing so is to preposition funds for settlement, either from cash on hand or existing lines of credit, as they would for any settlement occurring within Clearstream Banking Luxembourg or Euroclear. Under this approach, they may take on credit exposure to Clearstream Banking Luxembourg or Euroclear until the Global Securities are credited to their accounts one day later. As an alternative, if Clearstream Banking Luxembourg or Euroclear has extended a line of credit to them, Clearstream Banking Luxembourg Participants or Euroclear Participants can elect not to preposition funds and allow that credit line to be drawn upon to finance settlement. Under this procedure, Clearstream Banking Luxembourg Participants or Euroclear Participants purchasing Global Securities would incur overdraft charges for one day, assuming they clear the overdraft when the Global Securities are credited to their accounts. However, interest on the Global Securities would accrue from the value date. Therefore, in many cases the investment income on the Global Securities earned during that one-day period may substantially reduce or offset the amount of those overdraft charges, although this result will depend on each Clearstream Banking Luxembourg Participant’s or Euroclear Participant’s particular cost of funds. Since the settlement is taking place during New York business hours, DTC Participants can employ their usual procedures for sending Global Securities to the respective European Depositary for the benefit of Clearstream Banking Luxembourg Participants or Euroclear Participants. The sale proceeds will be available to the DTC seller on the settlement date. Thus, to the DTC Participants a cross-market transaction will settle no differently than a trade between two DTC Participants. Trading between Clearstream Banking Luxembourg or Euroclear Seller and DTC Purchaser.Due to time zone differences in their favor, Clearstream Banking Luxembourg Participants and Euroclear Participants may employ their customary procedures for transactions in which Global Securities are to be transferred by the respective clearing system, through the respective Depositary, to a DTC Participant. The seller will send instructions to Clearstream Banking Luxembourg or Euroclear through a Clearstream Banking Luxembourg Participant or Euroclear Participant at least one business day prior to settlement. In these cases, Clearstream Banking Luxembourg or Euroclear will instruct the Relevant Depositary, as appropriate, to deliver the Global Securities to the DTC Participant’s account against payment. Payment will include interest accrued on the Global Securities from and including the last coupon payment to and excluding the settlement date on the basis of the actual number of days in that accrual period and a year assumed to consist of 360 days. For transactions settling on the 31st of the month, payment will include interest accrued to and excluding the first day of the following month. The payment will then be reflected in the account of the Clearstream Banking Luxembourg Participant or Euroclear Participant the following day, and receipt of the cash proceeds in the Clearstream Banking Luxembourg Participant’s or Euroclear Participant’s account would be back-valued to the value date (which would be the preceding day, when settlement occurred in New York). Should the Clearstream Banking Luxembourg Participant or Euroclear Participant have a line of credit with its respective clearing system and elect to be in debt in anticipation of receipt of the sale proceeds in its account, the back valuation will extinguish any overdraft incurred over that one-day period. If settlement is not completed on the intended value date (i.e., the trade fails), receipt of the cash proceeds in the Clearstream Banking Luxembourg Participant’s or Euroclear Participant’s account would instead be valued as of the actual settlement date. A-2 Finally, day traders that use Clearstream Banking Luxembourg or Euroclear and that purchase Global Securities from DTC Participants for delivery to Clearstream Banking Luxembourg Participants or Euroclear Participants should note that these trades would automatically fail on the sale side unless affirmative action were taken. At least three techniques should be readily available to eliminate this potential problem:
Material U.S. Federal Income Tax Documentation Requirements A beneficial owner of Global Securities holding securities through Clearstream Banking Luxembourg or Euroclear (or through DTC if the holder has an address outside the U.S.) will be subject to the 30% U.S. withholding tax that generally applies to payments of interest (including original issue discount) on registered debt issued by U.S. persons, unless (1) each clearing system, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business in the chain of intermediaries between that beneficial owner and the U.S. entity required to withhold tax complies with applicable certification requirements and (2) that beneficial owner takes appropriate steps to obtain an exemption or reduced tax rate. See A-3 STATIC POOL INFORMATION REGARDING CERTAIN PREVIOUS SECURITIZATIONS The information presented in this Appendix B, to the extent such information relates to NMAC’s experience with respect to its securitized portfolios of leases established prior to January 1, 2006, is not deemed to be part of this Prospectus Supplement, the accompanying Prospectus or the registration statement. Characteristics of the Leases The leases allocated to the SUBI in each of NMAC’s securitized portfolios consisted of leases originated by a Dealer in such Dealer’s ordinary course of business and assigned to the Titling Trust on or prior to the applicable Cutoff Date, in accordance with the underwriting procedures described under “Nissan Motor Acceptance Corporation — Lease Underwriting Procedures” in the accompanying Prospectus. As of the relevant Cutoff Date, the leases in the securitized portfolios consisted of the following characteristics: B-1 PROSPECTUS Nissan Auto Lease Trusts Issuing Entities Nissan Auto Leasing LLC II, Depositor Nissan Motor Acceptance Corporation, Servicer/Sponsor Asset Backed Notes The Issuing
1 The Notes:
Before you decide to invest in any of the notes, please read this prospectus and the prospectus supplement that will be attached to this prospectus. There are material risks in investing in the notes. Please read the risk factors beginning on page Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or determined that this prospectus or the applicable prospectus supplement is accurate or complete. Any representation to the contrary is a criminal The amounts, prices and terms of each offering of notes will be determined at the time of sale and will be described in a prospectus supplement that will be attached to this prospectus. This prospectus may be used to offer and sell any series of notes only if accompanied by the prospectus supplement for that series. The date of this prospectus is [, 2 Prospectus
IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS AND THE We provide information to you about the notes in two separate documents that progressively provide varying levels of detail: this prospectus, which provides general information, some of which may not apply to a particular series of notes including your series, and the We have started with several introductory sections describing the issuing entity and the notes in abbreviated form, followed by a more complete description of the terms. The introductory sections are:
You can find a listing of the pages where capitalized terms used in this prospectus are defined under the caption Whenever we use words like “intends,” “anticipates” or “expects,” or similar words in this prospectus, we are making a forward-looking statement, or a projection of what we think will happen in the future. Forward-looking statements are inherently subject to a variety of circumstances, many of which are beyond our control and could cause actual results to differ materially from what we anticipate. Any forward-looking statements in this prospectus speak only as of the date of this prospectus. We do not assume any responsibility to update or review any forward-looking statement contained in this prospectus to reflect any change in our expectation about the subject of that forward-looking statement or to reflect any change in events, conditions or circumstances on which we have based any forward-looking statement. The notes are not a suitable investment for any investor that requires a regular or predictable schedule of payments or payment on specific dates. The notes are complex investments. We suggest that only investors who, either alone or with their financial, tax and legal advisors, have the expertise to analyze the prepayment, reinvestment and default risks, the tax consequences of the investment and the interaction of these factors should consider purchasing the notes. WHERE YOU CAN FIND MORE INFORMATION The depositor, Nissan-Infiniti LT and NILT Trust have filed with the Securities and Exchange Commission (the 4 SUMMARY OF TERMS This summary highlights selected information from this prospectus and may not contain all of the information that you need to consider in making your investment decision. This summary provides an overview of certain information to aid your understanding and is qualified in its entirety by the full description of this information appearing elsewhere in this prospectus and the
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RISK FACTORS You should consider the following risk factors and the risks described in the section captioned “Risk Factors” in the applicable prospectus supplement in deciding whether to purchase notes of any class.
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THE ISSUING ENTITIES Formation Nissan Auto Leasing LLC II (the The terms of each series of The Issuing Entity for each series of Notes will not engage in any activity other than:
Property of the Issuing Entities 24 The Titling Trust will issue a certificate evidencing the SUBI (the In addition to a SUBI Certificate, the property of each Issuing Entity (the
The Notes will be the only securities being offered to you, the Depositor will retain all of the Certificates and payment on the Certificates will be subordinated to payments on one or more classes of Notes to the extent described in the applicable Prospectus Supplement. See USE OF PROCEEDS The net proceeds from the sale of each series of Notes received by the Depositor will be used (i) to pay NILT Trust for the related SUBI Certificate, (ii) to make capital contributions, if any, to the Issuing Entity, (iii) if specified in the applicable Prospectus Supplement, to purchase an interest rate swap agreement, a currency swap agreement or a interest rate cap and to fund the Reserve Account and (iv) to pay down warehouse debt owed to the warehouse lenders. THE TITLING TRUST General Nissan-Infiniti LT, the Titling Trust, is a Delaware statutory trust and is governed by an amended and restated trust and servicing agreement, dated as of August 26, 1998 (the 25 the Titling Trust Assets, the Titling Trust, the Servicer and the UTI Beneficiary have entered into the Servicing Agreement (the Except as otherwise described under
For more information regarding the Titling Trust and the servicing of the Leases and Leased Vehicles, you should refer to The UTI Beneficiary NILT Trust is the UTI Beneficiary under the Titling Trust Agreement. The sole beneficiary of the UTI Beneficiary is NMAC. The UTI Beneficiary was formed as a Delaware statutory trust in July 1998 for the sole purpose of being initial beneficiary of the Titling Trust, holding the UTI Certificate, acquiring interests in one or more SUBIs, and engaging in related transactions. So long as any financings involving interests in the Titling Trust, including the transactions described in this Prospectus and any The Titling Trustee U.S. Bank, as trust agent, serves as agent for the Titling Trustee to perform some functions of the Titling Trustee under the Titling Trust Agreement. Under the Titling Trust Agreement, if U.S. Bank can no longer act as the trust agent, the designees of the UTI Beneficiary — which may not be the UTI Beneficiary or any of its affiliates — will have the option to purchase the stock of the Titling Trustee for a nominal amount. If the UTI Beneficiary does not timely exercise that option, a successor trust agent appointed by the Titling Trustee will have the option to purchase the stock of the Titling Trustee. If none of these options is timely exercised, U.S. Bank may sell the stock of the Titling Trustee to another party. The principal offices of NILT, Inc. are located at 209 South LaSalle Street, Suite 300, Chicago, Illinois 60604, and its telephone number is (312) 325-8902. 26 Property of the Titling Trust The assets of the Titling Trust (the
From time to time after the date of this Prospectus and any applicable Prospectus Supplement, Dealers may assign additional leases to the Titling Trust and, as described below, title the related leased vehicles in the name of the Titling Trust (or a nominee or trustee thereof on behalf of the Titling Trust). Lease Origination and the Titling of Vehicles All leases owned by the Titling Trust have been or will be underwritten using the underwriting criteria described under After the sale of the SUBI Certificate to an Issuing Entity, the Servicer will be obligated to reallocate from the related SUBI any Leases and related Leased Vehicles that do not meet certain representations and warranties. Those representations and warranties relate primarily to the origination of the Leases and do not typically relate to the creditworthiness of the related lessees or the collectibility of the Leases. For more information regarding the specific representations and warranties made by the Servicer for each series of Notes, you should refer to 27 All leased vehicles owned by the Titling Trust will be held for the benefit of entities that from time to time hold beneficial interests in the Titling Trust. Those interests will be evidenced by one or more SUBIs or the UTI. Entities holding beneficial interests in the Titling Trust will not have a direct ownership in the related leases or a direct ownership or perfected security interest in the related leased vehicles. Therefore, if the transfer of a SUBI Certificate from the Depositor to the related Issuing Entity were recharacterized as a secured loan, that Issuing Entity would not have a perfected lien in the related SUBI Assets, unless a validly filed financing statement is in effect in each of the appropriate jurisdictions, to the extent that the security interest may be perfected by filing a financing statement under the Uniform Commercial Code (the THE SUBI General On or prior to the Closing Date for each series of Notes, the SUBI relating to that series of Notes will be issued by the Titling Trust pursuant to a supplement to the Titling Trust Agreement (the
payments on or in respect of those Leases or Leased Vehicles received or due after the close of business on the applicable cut-off date (each, a
A SUBI will not represent a beneficial interest in any Titling Trust Assets other than the related SUBI Assets, and neither the On or prior to each Closing Date, the Titling Trust will issue the related SUBI Certificate to or upon the order of NILT Trust, as UTI Beneficiary. Transfers of the SUBI Certificate Simultaneously with the issuance of the SUBI Certificate to the UTI Beneficiary, the UTI Beneficiary will convey that SUBI Certificate to the Depositor pursuant to a transfer agreement (the Immediately after the transfer of the SUBI Certificate to the Depositor, the Depositor will: transfer to the related Issuing Entity, without recourse, all of its right, title and interest in and to the SUBI Certificate under a transfer agreement (theTrust SUBI Certificate Transfer Agreement”), and 28 deliver the SUBI Certificate to the Issuing Entity. In exchange, the Issuing Entity will transfer to the Depositor the Notes and, if any, the Certificates that it issues. Immediately following the transfer of the SUBI Certificate to the Issuing Entity, the Issuing Entity will pledge its interest in the related Issuing Entity’s Estate, which includes the SUBI Certificate, to the related Indenture Trustee as security for the Notes. THE DEPOSITOR Nissan Auto Leasing LLC II The limited liability company agreement of the Depositor limits its activities to the following purposes:
29 engage in any activity and exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are related or incidental to the foregoing. Since its formation in October 2001, NALL II has been the Depositor in each of NMAC’s lease securitization transactions, and has not participated in or been a party to any other financing transactions. For more information regarding NMAC’s lease securitization program, you should refer to “Nissan Motor Acceptance Corporation On each Closing Date, the UTI Beneficiary will convey the related SUBI Certificate to the Depositor, and the Depositor will immediately convey that SUBI Certificate to the Issuing Entity issuing the related series of Notes and Certificates in exchange for those Notes and Certificates. The Depositor will then sell the Notes to the underwriters for that series pursuant to an underwriting agreement. For more information regarding the transfers of the SUBI Certificate on each Closing Date and the sale of the related series of Notes to the underwriters, you should refer, respectively, to “The SUBI If the Issuing Entity of a series issues Certificates, the Depositor will generally retain all of those Certificates. As the holder of Certificates, the Depositor will have various rights and obligations under the related Trust Agreement, including (i) removal of the Servicer upon the occurrence and continuance of a Servicer Default relating to the applicable series of Notes, (ii) appointment of a successor trustee upon resignation and removal of the Trustee of the related Issuing Entity, and (iii) indemnification of the Trustee of the related Issuing Entity. Notwithstanding the foregoing, the rights of the Depositor, as holder of the Certificates of a series, to take any action affecting the related Issuing Entity’s Estate will be subject to the rights of the Indenture Trustee under the related Indenture. For more information regarding the rights and obligations of the Depositor upon the initial issuance of a series of Notes, you should refer to “Description of the Trust Agreement” in this Prospectus. The principal office of the Depositor is located at NISSAN MOTOR ACCEPTANCE CORPORATION Overview NMAC was incorporated in the state of California in November 1981 and began operations in February 1982. NMAC is a wholly owned subsidiary of Nissan North America, Inc.(“NNA”), the primary distributor of Nissan and Infiniti vehicles in the United States.
NNA is a direct wholly owned subsidiary of Nissan Motor Co., Ltd., a Japanese corporation(“ NMAC extends credit lines to 30 related wholesale financing agreement, to finance vehicles purchased from other manufacturers. NMAC also extends term loans and revolving lines of credit to The principal executive Financing Operations NMAC Retail installment contracts and leases that are purchased by NMAC must comply with NMAC’s underwriting standards and other requirements under existing agreements between NMAC and the Retail Financing The retail installment Wholesale and Other Dealer Financing NMAC supports vehicle Wholesale Financing.NMAC provides wholesale financing to vehicle
security interest in vehicles financed under wholesale loans, which NMAC perfects through UCC filings. These financings in some cases may be backed by a subordinated security interest in parts inventory, machinery, tools, equipment, fixtures and service accounts of Other Dealer Although the loans are typically collateralized or guaranteed the value of the underlying collateral or guarantees may not be sufficient to cover NMAC’s exposure under such agreements. 31 Lease Financing NMAC Responsibilities in Securitization Program The primary funding source for NMAC has been the packaging and sale of retail installment contracts, loans and leases through asset-backed securitization Retail The retail In connection with each
NMAC will act as the servicer and, in that capacity, will handle all collections, administer defaults and delinquencies and otherwise service the retail receivables. NMAC considers a retail receivable to be past due when the obligor under the contract fails to make at least 80% of a payment by the due date and delinquent when 20% or more of a scheduled payment is The servicer will be obligated to advance to the related issuing entity interest on any retail NARC II has filed registration statements, including certain amendments and exhibits, under the Securities Act of 1933, as amended (the “Securities Act”) with the SEC in connection with each offering of securities backed by the retail receivables of NMAC. For more information regarding these 32 Loans to Dealers NMAC extends credit to Upon approval, each NMAC will service the floorplan receivables in accordance with customary procedures and guidelines that it uses in servicing Upon the sale of a NMAC financed vehicle, NMAC is entitled to receive payment in full of the related advance NWRC II has filed a registration statement and certain amendments and exhibits under the Securities Act with the SEC relating to
As described in more detail elsewhere in this Prospectus and the applicable Prospectus Supplement, NMAC (i) underwrites the leases that will be assigned to the Titling Trust, (ii) selects the leases and the leased vehicles that will be allocated to each SUBI, and (iii) services the leases and the leased vehicles owned by the Titling Trust. As the servicer for the Lease Underwriting Procedures Both 33 NMAC’s credit decision is influenced by, among other things, the applicant’s credit score as obtained by NMAC from the three national credit bureaus Equifax, Experian and TransUnion. A lease application may be reviewed by the credit officers within NMAC’s consumer credit department. Depending on their level and experience, credit officers may have the authority to approve or deny certain types of lease applications. For example, newly hired credit analysts are assigned level 1 authority, which allows them to approve applications with a FICO Score of 620 and above and amounts up to NMAC makes its final credit decision based upon the degree of credit risk with respect to each lease applicant. NMAC also uses a repeat customer algorithm to grant pre-approvals to existing lease customers. From September 1996 through October 2001, NMAC utilized its own empirically derived scorecards. However, for competitive reasons, NMAC switched to risk models developed by Fair Isaac Determination of Residual Values The value of the Notes being issued is based on the aggregate Securitization Value of the Leases and the related Leased Vehicles. The term The Leases and Leased Vehicles that will be allocated to each SUBI after the date of this
Remarketing NMAC handles all remarketing of leased vehicles, including customer service, collections, accounting, the end of term process and titling. NMAC’s remarketing department conducts a direct mail campaign to lessees at 180 days 180 day mailer — explains end of lease options, information on the end of term process and product information. A business reply card is enclosed for the lessee to indicate whether or not he intends to purchase the leased vehicle at the end of the lease term. 90 day mailer — explains end of term options, end of term process and provides more in-depth information regarding the pre-return and inspection process. A brochure describing excessive wear and tear and a key assessment card are also included, along with a pre-approval certificate (if the lessee qualifies) and information on the owner loyalty program. 34 At
Lease Vehicle Maintenance Each NMAC form of lease provides that the lessee is responsible for all maintenance, repair, service and operating expenses of the leased vehicle. In addition, the lessee is responsible for all damage to the leased vehicle and for its loss, seizure or theft. At the
scheduled maturity date of a lease, if the lessee does not purchase the leased vehicle, the lease requires the lessee to pay the lessor any applicable charges for excess mileage or excess wear and tear 35 Methods of Vehicle Disposal NMAC’s vehicle remarketing department handles all motor vehicle sales for NMAC including repossessions and end of term leases. The department is managed at a centralized location in Each lease provides that upon maturity, the lessee has the option to purchase the related motor vehicle for an amount equal to the related Contract Residual. If the lessee does not exercise this option, the related “grounding” Dealer has the option to purchase the vehicle at the Contract Residual. All remarketing operations are electronic. This allows NMAC to control inventory management, select the best sales channel, manage the flow of vehicles to the auction and placement of the vehicles to auction locations that it believes will yield the highest net recovery value. Each vehicle is required to be inspected by an independent third party at the auction locations to determine its condition prior to sale. Condition reports are electronically transmitted to the remarketing department’s system. Based on the vehicle’s condition and mileage, NMAC’s remarketing department assigns a target auction floor price to such vehicle. Field representatives monitor the auctions and determine which vehicles to sell or pass on a given day. Vehicles that are passed on are offered again on the next available auction date, to attempt to ensure that the vehicles are sold in a timely manner. In general, off-lease vehicles are sold in the following order of preference: (a) NMAC has regular sales at major auction locations throughout the United States. NMAC’s highest volume has historically been in the northeast region. From time to time, auction capacity and demand for pre-owned vehicles in the northern markets is insufficient
to absorb the volume. Therefore, NMAC will transport vehicles to different regions where it perceives there to be a greater demand in order to maximize the vehicles’ recovery values. Insurance on the Leased Vehicles NMAC’s form of lease requires that lessees maintain motor vehicle liability and motor vehicle physical damage insurance on the leased vehicle. The motor vehicle liability coverage must provide minimum limits of $100,000 per person and $300,000 combined limit per accident for bodily injury to third parties, and $50,000 for damage to the property of third parties ($30,000 in Hawaii). These limits exceed the statutory minimums required by many states. The insurance policy must name the Titling Trust, or the Titling Trustee, on behalf of the Titling Trust, as an additional insured and loss payee. The motor vehicle physical damage coverage must provide comprehensive and collision coverage for the actual cash value of the vehicle, with maximum deductibles of $1,000 for each 36 such coverage. Since lessees may choose their own insurers to provide the required coverage, the specific terms and conditions of policies vary. NMAC requires lessees to provide evidence that the specified insurance coverage and additional insured loss payee provisions are in effect at the inception of the lease. If a lessee does not have appropriate insurance at the time of registration, NMAC’s policies and procedures require it to repossess the related vehicle. NMAC’s historical experience and expectation is that the number of leased vehicles repossessed as a result of the failure of the lessee to maintain appropriate insurance has not been and will not be material. For vehicle leases originated prior to April 1, 2004, NMAC provided Guaranteed Automobile Protection coverage on all leased vehicles with no additional cost to the lessee. If a lessee’s vehicle is destroyed or irretrievably lost as a result of theft, an accident or other reason that meets NMAC’s published criteria, and NMAC determines that the lessee is not in default, NMAC will accept the actual cash value paid by the lessee’s insurance company as payment in full of the lease balance. If the insurance loss proceeds exceed the lessee’s lease obligations, it is NMAC’s policy not to refund the excess NMAC does not require lessees to carry credit disability, credit life, credit health or other similar insurance coverage, which provides for payments to be made on the leases on behalf of lessees in the event of disability or death. To the extent that the lessee obtains any of these insurance coverages, payments received Contingent and Excess Liability Insurance In addition to the With respect to damage to the leased vehicles, each lessee is required by the related lease to maintain comprehensive and collision insurance. As more fully described under The Servicing Agreement for each Issuing Entity will provide that for so long as any of the related series of Notes are outstanding, neither the Titling Trustee nor NMAC may terminate or cause the termination of any Contingent and Excess Liability Insurance policy unless (i) a replacement insurance policy is obtained that provides coverage against third party claims that may be raised against the Titling Trust, the Trustee on behalf of the Titling Trust or the related Issuing Entity in an amount at least equal to $1 million combined single limit per occurrence and excess coverage of at least $15 million combined single limit each occurrence, without limit on the number of occurrences in any policy period (which insurance policy may be a blanket insurance policy covering the Servicer and one or more of its affiliates), and (ii) each rating agency then rating that series of Notes (each, a “Rating Agency”) receives prior written notice of such termination and any replacement insurance. These obligations of NMAC will survive any termination of NMAC
as Servicer under the related Servicing Agreement, until such time as claims can no longer be brought that would be covered by such insurance policies, whether as a result of the expiration of any applicable statute of limitations period or otherwise. 37 Collection and Repossession Procedures There are NMAC considers a lease to be delinquent when 5% or more of the payment amount is past due. If a lease is delinquent, NMAC will charge a late fee where permissible and not exceeding statutory limits for each month that the lease is delinquent. Since August 2000, NMAC has utilized behavioral based campaigns in its collection activities. The behavioral based campaigns are comprised of two areas in addressing delinquent lessees. The first assesses the risk of the delinquent lessee through a behavioral scoring algorithm. The algorithm Extensions and Pull-Forwards On occasion, NMAC may extend the term of a lease if the lessee requests such extension and is not in default on any of its obligations under the lease and if the lessee agrees to continue to make monthly In the future NMAC may adopt incentive programs that encourage NMAC, as Servicer, may also permit a lessee under a pull-forward program to terminate a lease prior to its maturity in order to allow such lessee, among other things, (i) to enter into a new lease contract for a The
Delinquency, Repossession and Loss Data Information concerning NMAC’s experience pertaining to delinquencies, repossessions and net losses on its portfolio of motor vehicle leases (including leases owned by NMAC or the Titling Trust and leases that have been sold but are still being serviced by NMAC) will be set forth in the applicable Prospectus Supplement. There can be no assurance that the delinquency, repossession and net loss experience on any pool of Leases will be comparable to prior experience or to the information in any Prospectus Supplement. Like Kind Exchange In January 2001, NMAC implemented a like kind exchange(“LKE”)program for its lease portfolio. Previously, NMAC recognized a taxable gain on the resale of most vehicles returned to the Titling Trust upon lease termination. The LKE program is designed to permit NMAC to defer recognition of taxable gain by exchanging Matured Vehicles and Defaulted Vehicles, for new vehicles (the
Because the related SUBI will receive amounts equal to the Reallocation Payments for the Leased Vehicles in the same time frame as if there was no reallocation from that SUBI to the UTI, the LKE program is not anticipated to have any impact on the amounts and timing of payments to be received by the related Issuing Entity from the disposition of the Leased Vehicles. THE LEASES General Each of the Leases allocated to a SUBI will have been originated by a Dealer in the ordinary course of that Dealer’s business and assigned to the Titling Trust on or prior to the related Cutoff Date, in accordance with the underwriting procedures described under
The Servicing Agreement for each Issuing Entity provides that if the Titling Trustee, NMAC, the related Trustees or the Depositor discovers a breach of any representation, warranty or covenant referred to in the preceding paragraph that materially and adversely affects the interest of the Issuing Entity in the related Lease or Leased Vehicles, and such breach is not cured in all material respects on or before the date specified in the applicable Prospectus Supplement, the Lease and related Leased Vehicle will be reallocated to the UTI. In connection with such reallocation, NMAC will be required to remit the Repurchase Payment to the Issuing Entity. Under some circumstances, the Servicer will be required to make Repurchase Payments in respect of Leases as to which the Servicer grants a Term Extension and, in certain circumstances, the Titling Trust, or the Titling Trustee on behalf of the Titling Trust, will be required to make Repurchase Payments in respect of Leases as to which the related lessee changes the domicile of or title to a Leased Vehicle to a Restricted Jurisdiction. See Each Lease will be a closed-end lease.Over the term of each Lease (the
The Contract Residuals paid by lessees to purchase Leased Vehicles and all amounts assessed and collected by the Servicer in connection with the Excess Mileage and Excess Wear and Tear Charges upon return of the Leased Vehicles will be available to the Issuing Entity to make payments on the related series of Notes. As a consequence of the frequency of prepayments by lessees prior to the related Lease Maturity Dates, NMAC does not expect many of the Leases to run to their full terms. See Early Termination In most instances, a Lease will allow the related lessee to terminate the Lease before the related Lease Maturity Date (each, a 40 Credit Termination Each Lease also allows the lessor to terminate the Lease and repossess the related Leased Vehicle upon a lessee default (each, a
If the lessor terminates a Lease early due to a Credit Termination, the lessee will owe an amount determined by adding the following:
A Lease may also terminate prior to its Lease Maturity Date if the related Leased Vehicle has been lost, stolen or damaged beyond economic repair (each, a 41 Security Deposits The Titling Trust’s rights related to the Leases allocated to a SUBI will include all rights under those Leases to the refundable security deposit paid by the lessees at the time the Leases are originated (the Representations, Warranties and Covenants The Leases and Leased Vehicles allocated to a SUBI for a particular Issuing Entity will be described in a schedule appearing as an exhibit to the related SUBI Supplement that will identify for each Lease:
In the Servicing Agreement for each Issuing Entity, NMAC will make representations and warranties with respect to each Lease and related Leased Vehicle as described generally in the first paragraph under Upon such payment, the related Lease and Leased Vehicle will no longer constitute assets of the related SUBI. The foregoing payment obligation will survive any termination of NMAC as Servicer under the related Servicing Agreement. Under some circumstances, the Servicer will be required to make Repurchase Payments in respect of Leases as to which the Servicer grants a Term Extension and, in certain circumstances, the Titling Trust, or the Titling Trustee on behalf of the Titling Trust, will be required to make Repurchase Payments in respect of Leases as to which the related lessee changes the domicile of or title to a Leased Vehicle to a Restricted Jurisdiction. See MATURITY, PREPAYMENT AND YIELD CONSIDERATIONS General Information regarding maturity and prepayment considerations with respect to each series of Notes is set forth under 42 A prepayment of a Lease in full (including payment in respect of the Contract Residual of the related Leased Vehicle) may be in the form of:
The rate of prepayment on the Leases (including payment in respect of the Contract Residual of the related Leased Vehicle) may be influenced by a variety of economic, social and other factors, including the availability of competing lease programs and the conditions in the used motor vehicle market. In general, prepayments of Leases will shorten the weighted average life of the related series of Notes, which is the average amount of time during which each dollar of the principal amount of the Notes is outstanding. As the rate of payment of principal on a series of Notes will depend primarily on the rate of payment — including prepayments — of the related Leases, the final payment of principal of a class or a series of Notes could occur significantly earlier than the applicable final
scheduled payment date. If Lease prepayments cause the principal of the related class or series of Notes to be paid earlier than anticipated, the related Noteholders will bear the risk of being able to reinvest principal payments at interest rates at least equal to the interest rates payable on the Notes. Historical levels of lease delinquencies and defaults, leased vehicle repossessions and losses and residual value losses are discussed under The effective yield on, and average life of, a series of Notes will depend upon, among other things, the amount of scheduled and unscheduled payments on or in respect of the related Leases and Leased Vehicles and the rate at which such payments are paid to the holders of the Notes. In the event of prepayments of the Leases (and payment of the Contract Residual of the related Leased Vehicles), Noteholders who receive such amounts may be unable to reinvest the related payments received on their Notes at yields as high as the interest rate payable on the Notes. The timing of changes in the rate of prepayments on the Leases and payments in respect of the related Leased Vehicles may also significantly affect an investor’s actual yield to maturity and the average life of the related series of Notes. A substantial increase in the rate of payments on or in respect of the Leases and related Leased Vehicles (including prepayments and liquidations of the Leases) may shorten the final maturity of, and may significantly affect the yield on, the related series of Notes. The yield to an investor who purchases Notes of a series in the secondary market at a price other than par will vary from the anticipated yield if the rate of prepayment on the Leases is actually different than the rate the investor anticipates at the time it purchases those Notes. 43 In sum, the following factors will affect an investor’s expected yield:
These factors do not operate independently, but are interrelated. For example, if the rate of prepayments on the Leases and the related Leased Vehicles is slower than anticipated, the investor’s yield will be lower if interest rates exceed the investor’s expectations and higher if interest rates fall below the investor’s expectations. Conversely, if the rate of prepayments on or in respect of the Leases and the related Leased Vehicles is faster than anticipated, the investor’s yield will be higher if interest rates surpass the investor’s expectations and lower if interest rates fall below the investor’s expectations. In addition, if not previously paid prior to such time, the Notes of a series will be prepaid in full if the Servicer has an option to purchase the related SUBI Certificate and other assets of the Issuing Entity and exercises that option. See NOTE FACTORS AND TRADING INFORMATION The Each Note Factor will initially be 1.0000000 and thereafter the Note Factor will decline to reflect reductions in the outstanding principal amount of the applicable class of Notes. A Noteholder’s portion of the aggregate outstanding principal amount of the related class of Notes is the product of (1) the original denomination of that Noteholder’s Note and (2) the applicable Note Factor. Noteholders of a series will receive monthly reports concerning payments received on the related Leases and Leased Vehicles, the Note Factor for each class of Notes, if applicable, and various other items of information. See
THE NOTES General Each Issuing Entity will issue one or more classes (each, a Each class of Notes will initially be represented by one or more Notes, in each case registered in the name of Cede & Co.(“Cede”), as nominee of The Depository Trust Company(“DTC”), except as set forth below. Notes will be available for purchase in the denominations specified in the applicable Prospectus Supplement in book-entry form only. No holder of record of the Notes (each, a 44 Notes, for distribution to Noteholders in accordance with DTC’s procedures. See Principal of and Interest on the Notes The applicable Prospectus Supplement will describe the timing and priority of payment, seniority, allocations of losses, interest rate and amount of or method of determining payments of principal and interest on each class of Notes of a given series. The rights of holders of any class of Notes to receive payments of principal and interest may be senior or subordinate to the rights of holders of any other class or classes of Notes of that series. Payments of interest on the Notes will generally be made prior to payments of principal. A series may include one or more classes of Notes (the One or more classes of Notes of a given series may have fixed principal payment schedules, in the manner and to the extent set forth in the applicable Prospectus Supplement. Noteholders of those Notes would be entitled to receive as payments of principal and interest on the dates specified in the applicable Prospectus Supplement (each, a One or more classes of Notes of a given Issuing Entity may have targeted scheduled Payment Dates, in the manner and to the extent set forth in the applicable Prospectus Supplement. Such Notes will be paid in full on their respective targeted scheduled Payment Dates to the extent the related Issuing Entity is able to issue certain variable pay term notes in sufficient principal amounts. The proceeds of issuance of such variable pay term notes, which may be issued publicly or privately, will be applied to pay the specified class of Notes, in the manner set forth in the applicable Prospectus Supplement, and such variable pay term notes will receive principal payments in the amounts and with the priority specified in the applicable Prospectus Supplement. Payments of interest to Noteholders of all classes within a series will generally have the same priority. Under some circumstances, on any Payment Date, the amount available for those payments could be less than the amount of interest payable on the Notes. If this is the case, each class of Noteholders will receive its ratable share (based upon the aggregate amount of interest due to that class of Noteholders) of the aggregate amount of interest available for payment on the Notes. If a series of Notes includes two or more classes of Notes, the sequential order and priority of payment in respect of principal and interest, and any schedule or formula or other provisions applicable to the determination thereof, of each of those classes will be set forth in the applicable Prospectus Supplement. Payments of principal and interest of any class of Notes will be made on a pro rata basis among all the Noteholders of that class.
ADDITIONAL INFORMATION REGARDING THE NOTES Fixed Rate Notes Any class of Notes (other than some classes of Strip Notes) may bear interest at a fixed rate per annum 45 Floating Rate Notes Each class of Floating Rate Notes will bear interest during each applicable Accrual Period at a rate per annum determined by reference to Each applicable Prospectus Supplement will specify whether the rate of interest on the related Floating Rate Notes will be reset daily, weekly, monthly, quarterly, semiannually, annually or some other specified period (each, an
If any Interest Reset Date for a Floating Rate Note 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 and if that Business Day falls in the next succeeding calendar month, that Interest Reset Date will be the immediately preceding Business Day. Unless specified otherwise in the applicable Prospectus Supplement, If any Payment Date for any Floating Rate Note (other than the final scheduled Payment Date) would otherwise be a day that is not a Business Day, that Payment Date will be the next succeeding day that is a Business Day except that, if that Business Day falls in the next succeeding calendar month, that Payment Date will be the immediately preceding Business Day. If the final scheduled Payment Date of a Floating Rate Note falls on a day that is not a Business Day, the payment of principal, premium, if any, and interest will be made on the next succeeding Business Day, and no interest on that payment will accrue for the period from and after that final scheduled Payment Date.
Each Floating Rate Note will accrue interest on an
46
For Floating Rate Notes calculated on a 30/360 basis, accrued interest for an Accrual Period will be computed on the basis of a 360-day year consisting of twelve 30-day months, irrespective of how many days are actually in that Accrual Period. With respect to any Floating Rate Note that accrues interest on a 30/360 basis, if any Payment Date, including the related final scheduled Payment Date, falls on a day that is not a Business Day, the related payment of principal or interest will be made on the next succeeding Business Day as if made on the date that payment was due, and no interest will accrue on the amount so payable for the period from and after that Payment Date. The As specified in the applicable Prospectus Supplement, Floating Rate Notes of a given class may also have either or both of the following (in each case expressed as a rate per annum): (1) a maximum limitation, or ceiling, on the rate at which interest may accrue during any Accrual Period and (2) a minimum limitation, or floor, on the rate at which interest may accrue during any Accrual Period. In addition to any maximum interest rate that may be applicable to any class of Floating Rate Notes, the interest rate applicable to any class of Floating Rate Notes will in no event be higher than the maximum rate permitted by applicable law, as the same may be modified by United States law of general application. Each Issuing Entity with respect to which a class of Floating Rate Notes will be issued will appoint, and enter into agreements with, a calculation agent (each, a
47 11:00 a.m. London time, on that Interest Determination Date, if at least two offered rates appear (unless, as described above, only a single rate is required) on that Designated LIBOR Page.
Credit Enhancement Credit enhancement for your series or class of Notes may be in the form of overcollateralization (which is effectively subordination of a portion of the interest in the related Issuing Entity’s Assets not allocable to your series or any other series), subordination of other series or classes of Notes, issuance of one or more classes of Certificates that are subordinate to one or more classes of Notes, a reserve account, a demand note, a liquidity agreement, a letter of credit, a surety bond, an insurance policy or any combination of the above. The Prospectus Supplement for each series of Notes will specify the form, amount, limitations and provider of any credit enhancement available to that series or, if applicable, to particular classes of that series. The presence of credit enhancement for the benefit of any class or series of Securities is intended to enhance the likelihood of receipt by the Securityholders of that class or series of the full amount of principal and interest due thereon and to decrease the likelihood that those Securityholders will experience losses. Any form of credit enhancement will have limitations and exclusions from coverage thereunder, which will be described in the applicable Subordination Between Classes If so specified in the applicable Prospectus Supplement, one or more classes of a series will be subordinated as described in the Prospectus Supplement to the extent necessary to fund payments with respect to the Notes that are more senior within that series. The rights of the holders of the subordinated Notes to receive distributions of principal of and/or interest on any Payment Date for that series will be subordinate in right and priority to the rights of the holders of Notes within that series that are more senior, but only to the extent set forth in the Prospectus Supplement. If so specified in the Prospectus Supplement, subordination may apply only in the event of specified types of losses or shortfalls not covered by another credit enhancement. The applicable Prospectus Supplement will also set forth information concerning:
Subordination of Certificates to Notes The Certificates issued by an Issuing Entity will be in definitive form and retained by the Depositor. Payments on the Certificates will be subordinated to payments on the Notes to the extent described in the applicable Prospectus Supplement. The Certificates will not bear interest. Reserve Account If so specified in the Prospectus Supplement, credit enhancement for a series or one or more of the related classes will be provided by the establishment of a segregated trust account, referred to as the reserve account, which will be funded, to the extent provided in the applicable Prospectus Supplement, through an initial deposit and/or through periodic deposits of available excess cash from the related SUBI Assets. The reserve account is intended to assist with the payment of interest and/or principal on the Notes of a series or the related classes and other expenses and amounts of that series or classes in the manner specified in the applicable Prospectus Supplement. 49 Letter of Credit If so specified in the Prospectus Supplement, credit enhancement for a series or one or more of the related classes will be provided by one or more letters of credit. A letter of credit may provide limited protection against specified losses or shortfalls in addition to or in lieu of other credit enhancement. The issuer of the letter of credit will be obligated to honor demands with respect to that letter of credit, to the extent of the amount available thereunder, to provide funds under the circumstances and subject to any
conditions as are specified in the applicable Prospectus Supplement. The maximum liability of an issuer of a letter of credit will be set forth in the applicable Prospectus Supplement. Surety Bond or Insurance Policy If so specified in the Prospectus Supplement, credit enhancement for a series or one or more of the related classes will be provided by one or more insurance companies. The insurance policy will guarantee, with respect to one or more classes of the related series, distributions of interest, principal and other expenses and amounts in the manner and amount specified in the applicable Prospectus Supplement. No Cross-Default The occurrence of an Payments received on the SUBI Certificate for each series of Notes are not available to make payments on other SUBI Certificates or the UTI Certificate. However, each Issuing Entity and the related Indenture Trustee will not have a direct ownership interest in the related SUBI Assets or a perfected security interest in those SUBI Assets (except to the extent of the back-up security interest as discussed in Book-Entry Registration The information in this section concerning DTC and DTC’s book-entry system has been provided by DTC. Neither NMAC nor NALL II has independently verified the accuracy of this information. General Each class of Notes offered by this Prospectus and each 50 No Noteholder will be entitled to receive a certificate representing that person’s interest in the Notes, except as set forth below. Unless and until Notes of a series are issued in fully registered certificated form under the limited circumstances described below, all references in this Prospectus and the
Under a book-entry format, because DTC can only act on behalf of Direct Participants that in turn can only act on behalf of Indirect Participants, the ability of a Noteholder to pledge book-entry securities to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of such book-entry securities, may be limited due to the lack of physical certificates or notes for such book-entry securities. In addition, issuance of the notes in book-entry form may reduce the liquidity of such securities in the secondary market since certain potential investors may be unwilling to purchase securities for which they cannot obtain physical notes. Clearstream Banking Luxembourg and Euroclear will hold omnibus positions on behalf of their participants (referred to herein as “Clearstream Banking Participants” and “Euroclear Participants,” respectively) through customers’ securities accounts in their respective names on the books of their respective depositaries (collectively, the Transfers between Direct Participants will occur in accordance with DTC rules. Transfers between Clearstream Banking Participants and Euroclear Participants will occur in accordance with their applicable rules and operating procedures. Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly through Clearstream Banking Luxembourg or Euroclear Participants, on the other, will be effected in DTC in accordance with DTC rules on behalf of the relevant European international clearing system by its Depositary. However, each of these cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in that system in accordance with its rules and procedures and within its established deadlines (European time). The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its Depositary to take action to effect final settlement on its behalf by delivering or receiving securities in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream Banking Participants and Euroclear Participants may not deliver instructions directly to the Depositaries. Because of time-zone differences, credits of securities received in Clearstream Banking Luxembourg or Euroclear as a result of a transaction with a Direct Participants will be made during subsequent securities settlement processing and dated the business day following the DTC settlement date. Those credits or any transactions in those securities settled during that processing will be reported to the relevant Euroclear or Clearstream Banking Luxembourg participant on that business day. Cash received in Clearstream Banking Luxembourg or Euroclear as a result of sales of Notes by or through a Clearstream Banking Participant or a Euroclear Participant to a Direct Participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream Banking Luxembourg or Euroclear cash account only as of the business day following settlement in DTC. DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York UCC, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. DTC holds and provides asset servicing for over 2 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 85 countries that DTC’s participants 51 eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation Purchases of Notes of one or more series under the DTC system must be made by or through Direct Participants, which will receive a credit for those Notes on DTC’s records. The ownership interest of each actual purchase of each Note
of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interest in the Notes, except in the event that use of the book-entry system for the Notes is discontinued. To facilitate subsequent transfers, all Notes deposited by Direct Participants with DTC will be registered in the name of DTC’s partnership nominee, Cede or such other name as may be requested by an authorized representative of DTC. The deposit of Notes with DTC and their registration in the name of Cede will effect no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Notes; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Notes are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Neither DTC nor Cede (nor such other DTC nominee) will consent or vote with respect to the Notes unless authorized by a Direct Participant in accordance with DTC’s Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the related Indenture Trustee as soon as possible after the record date. The Omnibus Proxy assigns Cede’s consenting or voting rights to those Direct Participants to whose accounts the Notes are credited on the record date (identified in a listing attached to the Omnibus Proxy). Redemption proceeds, distributions, and dividend payments on the Notes will be made to Cede, or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts, upon DTC’s receipt of funds and corresponding detail information from the related Indenture Trustee on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, the related Indenture Trustee, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the related Indenture Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Notes at any time by giving reasonable notice to the related Indenture Trustee. Under such circumstances, in the event that a successor securities depository is not obtained, note certificates are required to be printed and delivered. 52 The Depositor, the Trustee of the related Issuing Entity or the Administrative Agent of a series may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, note certificates will be printed and delivered to DTC. See Clearstream Banking Luxembourg is incorporated under the laws of Luxembourg as a professional depository. Clearstream Banking Luxembourg holds securities for its participating organizations Euroclear was created in 1968 to hold securities for participants of the Euroclear System
to the arrangements for cross-market transfers with DTC described above. The Euroclear System is operated by the Euroclear Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System and applicable Belgian law (collectively, the Payments with respect to Notes held through Clearstream Banking Luxembourg or Euroclear will be credited to the cash accounts of Clearstream Banking Participants or Euroclear Participants in accordance with the relevant system’s rules and procedures, to the extent received by its Depositary. Those payments will be subject to tax withholding in accordance with relevant United States tax laws and regulations. See Although DTC, Clearstream Banking Luxembourg and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of Notes among participants of DTC, Clearstream Banking Luxembourg and Euroclear, they are under no obligation to perform or continue to perform those procedures and those procedures may be discontinued at any time. 53 None of the Servicer, the Depositor, the Administrative Agent, the related Indenture Trustee or Trustee will have any liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of the Notes held by Cede, DTC, Clearstream Banking Luxembourg or Euroclear, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Definitive Notes The Notes of any series will be issued in fully registered, certificated form
Upon the occurrence of any event described in the immediately preceding paragraph, the Indenture Trustee will be required to notify all related Noteholders through DTC’s Direct Participants of the availability of Definitive Notes. Upon surrender by DTC of the definitive certificates representing the corresponding Notes and receipt of instructions for re-registration, the Indenture Trustee will reissue those Notes as Definitive Notes to the Noteholders.
Payments on the Definitive Notes and Certificates will be made by the Indenture Trustee or the Owner Trustee, as the case may be, directly to the holders of the Definitive Notes or Certificates in accordance with the procedures set forth in this Definitive Notes will be transferable and exchangeable at the offices of the Indenture Trustee or of a registrar named in a notice delivered to holders of Definitive Notes. No service charge will be imposed for any registration of transfer or exchange, but each of the related Indenture Trustee or the Owner Trustee may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith. Restrictions on Ownership and Transfer There are no restrictions on ownership or transfer of any Note of a series. However, the Notes of any series are complex investments. Only investors who, either alone or with their financial, tax and legal advisors, have the expertise to analyze the prepayment, reinvestment and default risks, the tax consequences of the investment and the interaction of these factors should consider purchasing any series of Notes. See 54 addition, because the Notes of a series will not be listed on any securities exchange, you could be limited in your ability to resell them. See Certificates of a series will be retained by the Depositor, and may not be sold or transferred unless the Depositor dissolves or is terminated. DESCRIPTION OF THE INDENTURE The following summary describes material terms of the Indenture pursuant to which the Issuing Entity will issue a series of Notes. A form of the Indenture has been filed as an exhibit to the Registration Statement of which this Prospectus forms a part. Additional provisions of any Indenture for a series of Notes will be described in the applicable Prospectus Supplement. This summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, all the provisions of the Indenture. Indenture Defaults With respect to the Notes of a given series,
Noteholders holding at least a majority of the aggregate principal amount of a series of Notes outstanding, voting together as a single class, may waive any past default or Indenture Default prior to the declaration of the acceleration of the maturity of the Notes, except a default in the payment of principal of or interest on the Notes, or in respect of any covenant or provision in the related Indenture that cannot be modified or amended without unanimous consent of the Noteholders. However, the amount of principal required to be paid to Noteholders of that series under the related Indenture will generally be limited to amounts available to be deposited in the related Collection Account. Therefore, the failure to pay any principal on any class of Notes of a series generally will not result in the occurrence of an Indenture Default until the final scheduled payment date for that class of Notes or the payment date fixed for redemption of the Notes of that series. See 55 The Issuing Entity for each series of Notes will be required to give the related Indenture Trustee and each Rating Agency prompt written notice of each Indenture Default on the part of the Administrative Agent under the related Indenture and each Hedge Event of Default on the part of the Cap Provider or Swap Counterparty, as applicable, under the related Hedge Agreement. Remedies Upon an Indenture Default If an Indenture Default occurs and is continuing with respect to a series of Notes, the related Indenture Trustee or the holders of at least a majority of the aggregate principal amount of such Notes, voting as a single class, may declare the principal of the Notes to be immediately due and payable. This declaration may be rescinded by the holders of at least a majority of the then outstanding aggregate principal amount of the Notes of that series, voting together as a single class, before a judgment or decree for payment of the amount due has been obtained by the related Indenture Trustee if:
If the Notes of a series have been declared due and payable following an Indenture Default, the related Indenture Trustee may institute proceedings to collect amounts due, exercise remedies as a secured party, including foreclosure or sale of the related Issuing Entity’s Estate, or elect to maintain that Issuing Entity’s Estate and continue to apply proceeds from that Issuing Entity’s Estate as if there had been no declaration of acceleration. The Indenture Trustee for a series of Notes may not, however, unless it is required to sell the related Issuing Entity’s Estate under the related Trust Agreement as a result of the bankruptcy or insolvency of that Issuing Entity, sell that Issuing Entity’s Estate following an Indenture Default (other than the events described in (1) and (2) under
obligations had not been declared due and payable, and the Indenture Trustee obtains the consent of holders of at least 66 2/3% of the aggregate principal amount of all Notes of that series outstanding, voting together as a single class. |
56
• | holders of such series of Notes previously have given the related Indenture Trustee written notice of a continuing Indenture Default, | ||
• | holder of such series of Notes holding not less than 25% of the aggregate principal amount of the Notes then outstanding of such series have made written request of the related Indenture Trustee to institute that proceeding in its own name as Indenture Trustee, | ||
• | holders of such series of Notes have offered the related Indenture Trustee reasonable indemnity, | ||
• | the related Indenture Trustee has for 60 days failed to institute that proceeding, and | ||
• | no direction inconsistent with that written request has been given to the related Indenture Trustee during that 60-day period by Noteholders holding at least a majority of the aggregate principal amount of the Notes of that series, voting as a single class. |
• | engage in any activities other than financing, acquiring, owning, pledging and managing the related SUBI Certificate as contemplated by the related Indenture and the other Basic Documents relating to that Trust, | ||
• | sell, transfer, exchange or otherwise dispose of any of its assets, including those assets included in the related Issuing Entity’s Estate, except as expressly permitted by the related Indenture and the other Basic Documents applicable to that series, |
5057
• | claim any credit on or make any deduction from the principal of and interest payable on the Notes of the related series — other than amounts withheld under the Internal Revenue Code of 1986, as amended (the | ||
• | permit (1) the validity or effectiveness of the related Indenture to be impaired, (2) any person to be released from any covenants or obligations with respect to those Notes under that Indenture except as may be expressly permitted by that Indenture, (3) any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of that Indenture) to be created on or extend to or otherwise arise upon or burden the assets of that Issuing Entity or any part thereof, or any interest therein or the proceeds therefrom (other than tax liens, mechanics’ liens and other liens arising by operation of law in any of the related SUBI Assets and solely as a result of an action or omission of the related lessee) or (4) except as provided in the Basic Documents, the lien of the related Indenture to not constitute a first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the estate of the Issuing Entity, | ||
• | incur, assume or guarantee any indebtedness other than indebtedness incurred in accordance with the Basic Documents, or | ||
• | except as otherwise permitted in the Basic Documents, dissolve or liquidate in whole or in part. |
• | ceases to be eligible to continue as the Indenture Trustee, | ||
• | is adjudged to be bankrupt or insolvent, | ||
• | commences a bankruptcy proceeding, or | ||
• | otherwise becomes incapable of acting. |
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• | rely, as to the truth of the statements and the correctness of the opinions expressed therein, on certificates or opinions furnished to the Indenture Trustee that conform to the requirements of the related Indenture, and | ||
• | examine any such certificates and opinions that are specifically required to be furnished to an Indenture Trustee by the related Indenture to determine whether or not they conform to the requirements of the related Indenture. |
51
• | pay the related Indenture Trustee from time to time reasonable compensation for its services, | ||
• | reimburse the related Indenture Trustee for all reasonable expenses, advances and disbursements reasonably incurred by it in connection with the performance of its duties as Indenture Trustee, and | ||
• | indemnify the related Indenture Trustee for, and hold it harmless against, any loss, liability or expense, including reasonable attorneys’ fees and expenses, incurred by it in connection with the performance of its duties as Indenture Trustee. |
• | for any error of judgment made by it in good faith, unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts, | ||
• | with respect to any action it takes or omits to take in good faith in accordance with a direction received by it from the related Noteholders in accordance with the terms of the related Indenture, and | ||
• | for interest on any money received by it except as the Indenture Trustee and the related Issuing Entity may agree in writing. |
• | as of each deposit date for that series, within five days after the applicable deposit date and | ||
• | within 30 days after receipt by the Issuing Entity of a written request for that list, as of not more than ten days before that list is furnished. |
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60
53
• | change the Note Final Scheduled Payment Date of or the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the redemption price with respect thereto; | ||
• | reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Noteholders of which is required for any such amendment or supplemental indenture or the consent of the Noteholders of which is required for any waiver of compliance with provisions of the Indenture or Indenture Defaults thereunder and their consequences provided for in the Indenture; | ||
• | reduce the percentage of the aggregate outstanding principal amount of the Notes required to direct the Indenture Trustee to direct the Issuer to sell the Issuing Entity’s Estate pursuant after an Indenture Default, if the proceeds of such sale would be insufficient to pay the aggregate outstanding principal amount of the Notes plus accrued but unpaid interest on the Notes; | ||
• | modify any provision of the section in the Indenture permitting amendments with Noteholder consent, except to increase any percentage specified therein or to provide that certain additional provisions of the Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder of each Outstanding Note affected thereby; | ||
• | modify any of the provisions of the Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation); | ||
• | permit the creation of any lien ranking prior to or on a parity with the lien of the Indenture with respect to any part of the Issuing Entity’s Estate or, except as otherwise permitted or contemplated herein, terminate the lien of the Indenture on any property at any time subject thereto or deprive any Noteholder of the security provided by the lien of the Indenture; or | ||
• | impair the right to institute suit for the enforcement of payment as provided in the Indenture. |
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• | the Servicer under the related Servicing Agreement or the SUBI Trust Agreement, | ||
• | the Depositor under the related Trust Agreement, the Indenture or the SUBI Certificate Transfer Agreement, | ||
• | the Administrative Agent under the Trust Administration Agreement, or | ||
• | the Indenture Trustee under the related Indenture. |
54
• | initiate or settle any claim or lawsuit involving that Issuing Entity, unless brought by the Servicer to collect amounts owed under a Lease, | ||
• | file an amendment to the related Certificate of Trust for an Issuing Entity (unless such amendment is required to be filed under applicable law), | ||
• | |||
• | amend the related Trust Agreement where Certificateholder consent is required, | ||
• | |||
• | amend any | ||
• | appoint a successor Owner Trustee or Indenture Trustee. |
62
55
• | be able to exercise corporate trust powers, | ||
• | be subject to supervision or examination by federal or state authorities, | ||
• | have a combined capital and surplus of at least $50 million, and | ||
• | have a long-term debt rating of “A” or better by Standard & Poor’s and Moody’s or be otherwise acceptable to each Rating Agency. |
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• | any error in judgment of an officer of that Owner Trustee made in good faith, unless it is proved that such officer was negligent in ascertaining the facts, | ||
• | any action taken or omitted to be taken in accordance with the instructions of any related Certificateholder, the related Indenture Trustee, if any, the Depositor, the Administrative Agent or the Servicer, | ||
• | payments on the related series of Securities in accordance with their terms, or | ||
• | the default or misconduct of the Administrative Agent, the Servicer, the Depositor or the related Indenture Trustee, if any. |
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56
65
57
66
58
67
• | for which the Servicer will be liable under the related Servicing Agreement, | ||
• | incurred by reason of the Titling Trustee’s or the Trust Agent’s willful misfeasance, bad faith or negligence, or | ||
• | incurred by reason of the Titling Trustee’s or the Trust Agent’s breach of its respective representations and warranties made in the SUBI Trust Agreement or any Servicing Agreement. |
59
68
60
69
• | all Monthly Payments and Payments Ahead (when such Payments Ahead are received), amounts paid to the Servicer to purchase a Leased Vehicle and other payments under the Leases (other than Administrative Charges), | ||
• | all Repurchase Payments, | ||
• | all Pull-Forward Payments, | ||
• | all Reallocation Payments, |
61
• | all Residual Value Surplus, | ||
• | all Excess Mileage and Excess Wear and Tear Charges, | ||
70
• | all Monthly Sale Proceeds, | ||
• | all Net Liquidation Proceeds, | ||
• | all Net Insurance Proceeds, | ||
• | all Recoveries, | ||
• | all Remaining Net Auction Proceeds, and | ||
• | all Remaining Payoffs. |
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72
63
73
64
74
65
75
66
(a) | any failure by the Servicer to deliver or cause to be delivered any required payment to (i) the related Indenture Trustee for distribution to the Noteholders, (ii) if applicable, the Owner Trustee of the related Issuing Entity for distribution to the Certificateholder, which failure continues unremedied for five Business Days after discovery thereof by an officer of the Servicer or receipt by the Servicer of written notice thereof from the related Indenture Trustee, the Certificateholder or Noteholders evidencing at least a majority interest of the aggregate outstanding principal amount of the outstanding Notes of the related series, voting together as a single class, | ||
76
(b) | any failure by the Servicer to duly observe or perform in any material respect any of its other covenants or agreements in the Servicing Agreement, which failure materially and adversely affects the rights of any holder of the related SUBI Certificate, the Noteholders or the Certificateholder, as applicable, and which continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (1) such failure is capable of remedy within 90 days or less and (2) a majority of the outstanding Notes of the related series, voting as a single class, consents to such longer cure period) after receipt by the Servicer of written notice thereof from the Indenture Trustee or the related holders evidencing at least a majority of the outstanding Notes of the related series, voting as a single class, or such default becomes known to the Servicer, | ||
any representation, warranty or statement of the Servicer made in the Servicing Agreement, any other Basic Document to which the Servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any material respect when made, which failure materially and adversely affects the rights of any holder of the SUBI Certificate, the Noteholders or the Certificateholder of the related series, and continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (1) such failure is capable of remedy within 90 days or less and (2) a majority of the outstanding Notes of the related series, voting as a single class, consents to such longer cure period) after receipt by the Servicer of written notice thereof from the Titling Trustee or the related holders evidencing at least a majority of the outstanding Notes of the related series, voting as a single class, or such incorrectness becomes known to the Servicer, or | |||
the occurrence of certain events of bankruptcy, insolvency, receivership or liquidation respect of the Servicer (in each case, remains unstayed and effect for a period of 90 consecutive days). |
67
77
68
78
69
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7080
• | the specified interest rate for the related payment date minus the Cap Rate, | ||
• | the notional amount of the cap, which may be equal to the total outstanding principal amount of the relevant Notes on the first day of the | ||
• | a fraction, the numerator of which is the actual number of days elapsed from and including the previous payment date, to but excluding the current payment date, or with respect to the first payment date, from and including the Closing Date, to but excluding the first payment date, and the denominator of which is 360 or 365, as specified in the applicable Prospectus Supplement. |
81
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82
72
83
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84
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85
(1) | tax liens arising against the Depositor, NMAC, the Titling Trust, the UTI Beneficiary or the related Issuing Entity; | ||
(2) | liens arising under various federal and state criminal statutes; |
75
(3) | certain liens in favor of the Pension Benefit Guaranty Corporation; and | ||
(4) | judgment liens arising from successful claims against the Titling Trust arising from the operation of the leased vehicles constituting Titling Trust Assets. |
86
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87
• | a court were to conclude that the assets and liabilities of the Titling Trust, the Depositor or the related Issuing Entity should be consolidated with those of NMAC or the UTI Beneficiary in the event of the application of applicable insolvency laws to NMAC or the UTI Beneficiary, | ||
• | a filing were to be made under any insolvency law by or against the Titling Trust, the Depositor or the related Issuing Entity, or | ||
• | an attempt were to be made to litigate any of the foregoing issues. |
• | the automatic stay, which prevents secured creditors from exercising remedies against a debtor in bankruptcy without permission from the court and provisions of the United States Bankruptcy Code that permit substitution of collateral in certain circumstances, | ||
• | certain tax or government liens on NMAC’s or the UTI Beneficiary’s property (that arose prior to the transfer of a Lease to the related Issuing Entity) having a prior claim on collections before the collections are used to make payments on the Notes or | ||
• | the related Issuing Entity not having a perfected security interest in the Leased Vehicles or any cash collections held by NMAC at the time that NMAC becomes the subject of a bankruptcy proceeding. |
77
88
7889
90
79
91
80
(1) the amount and type of all payments due at the time of origination of the lease, (2) a description of the lessee’s liability at the end of the Lease Term, (3) the amount of any periodic payments and manner of their calculation, (4) the circumstances under which the lessee may terminate the lease prior to the end of the Lease Term, (5) the capitalized cost of the vehicle, and (6) a warning regarding possible charges for early termination. |
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84
96
• | an accrual method taxpayer, | ||
• | a bank, | ||
• | a broker or dealer that holds the Note as inventory, | ||
• | a regulated investment company or common trust fund, or | ||
• | the beneficial owner of specified pass-through entities specified in the Code. |
8597
98
86
99
87
88100
30/360 | ||||
account | ||||
Actual/360 | ||||
Actual/Actual | ||||
Administrative Agent | ||||
Administrative Charges | ||||
Administrative Fee | 77 | |||
Administrative Lien | ||||
Advance | ||||
amortizable bond premium | ||||
Auction Proceeds | ||||
banking organization | 50 | |||
Base | ||||
Basic Servicing Agreement | ||||
Beneficial Owner | ||||
Benefit Plan | 98 | |||
Breach of Agreement | ||||
Business Day | ||||
Calculation Agent | ||||
Cap Agreement | ||||
Cap Event of Default | ||||
Cap Provider | ||||
Cap Rate | ||||
Cap Termination | 80 | |||
Cap Termination Event | ||||
Casualty Termination | ||||
Cede | ||||
certificated security | ||||
Certificateholder | ||||
Certificates | ||||
class | ||||
clearing agency | 50 | |||
clearing corporation | 50 | |||
Clearstream Banking Luxembourg | ||||
Clearstream Banking Participants | ||||
Closing Date | ||||
Code | ||||
Collateral | ||||
Collection Account | ||||
Collection Period | ||||
Collections | ||||
constant-yield method | ||||
Contingent and Excess Liability Insurance | ||||
Cooperative | ||||
Credit Termination | ||||
Cutoff Date | ||||
daily portions | ||||
Dealers | ||||
89101
Defaulted Vehicle | 70 | |||
Definitive Notes | 52 | |||
Depositaries | 49 | |||
Depositor | 22 | |||
Designated LIBOR Page | 46 | |||
Direct Participants | 50 | |||
Disposition Amount | 38 | |||
Disposition Expenses | 39 | |||
disqualified persons | 98 | |||
DTC | 42 | |||
DTCC | 50 | |||
Early Lease Terminations | 39 | |||
Early Termination Charge | 38 | |||
Early Termination Purchase Option Price | 69 | |||
EMCC | 50 | |||
ERISA | 98 | |||
Euroclear | 49 | |||
Euroclear Operator | 49 | |||
Euroclear Participants | 51 | |||
Excess Mileage and Excess Wear and Tear Charges | 33 | |||
FICO Scores | 32 | |||
Fixed Rate Notes | 43 | |||
Floating Rate Notes | 43 | |||
floorplan receivables | 31 | |||
Foreign Person | 97 | |||
GSCC | 50 | |||
Hedge Agreement | 78 | |||
Hedge Counterparty | 78 | |||
Hedge Event of Default | 79 | |||
Hedge Termination | 80 | |||
Hedge Termination Event | 80 | |||
Illegality | 80 | |||
Indenture | 42 | |||
Indenture Default | 53 | |||
Index Currency | 46 | |||
Indirect Participants | 50 | |||
insolvency laws | 83 | |||
Insurance Expenses | 41 | |||
Insurance Proceeds | 39 | |||
Interest Reset Date | 44 | |||
Interest Reset Period | 44 | |||
investment company | 80 | |||
IRS | 93 | |||
ISDA | 78 | |||
Issuing Entity | 22 | |||
Issuing Entity’s Estate | 23 | |||
LCN | 33 | |||
Lease Maturity Date | 38 | |||
Lease Rate | 38 | |||
Lease Term | 38 | |||
Leased Vehicles | 22 | |||
Leases | 22 | |||
Lemon Law | 91 | |||
Lessee Initiated Early Termination | 38 | |||
LIBOR | 44 |
102
LIBOR Bloomberg | 46 | |||
LIBOR Reuters | 45 | |||
LIBOR Telerate | 45 | |||
Liquidated Lease | 72 | |||
Liquidation Proceeds | 69 | |||
LKE | 37 | |||
London Business Day | 44 | |||
loss | 66 | |||
market discount rules | 95 | |||
Master Agreement | 78 | |||
Matured Vehicle | 70 | |||
MBSCC | ||||
Merger without Assumption | ||||
Misrepresentation | ||||
Monthly Early Termination Sale Proceeds | ||||
Monthly Payment | ||||
Monthly Payment Advance | ||||
Monthly Sales Proceeds | ||||
Monthly Scheduled Termination Sale Proceeds | ||||
Moody’s | 56 | |||
NALL II | ||||
NARC II | ||||
Net Auction Proceeds | ||||
Net Insurance Proceeds | ||||
Net Liquidation Proceeds | ||||
NMAC | ||||
NMAC Lease Customer Network | ||||
NML | 28 | |||
NNA | ||||
Note Factor | ||||
Noteholder | ||||
Notes | ||||
NSCC | ||||
NWRC II | ||||
OID | ||||
OID Regulations | ||||
Optional Purchase | ||||
Other SUBI | ||||
Other SUBI Assets | ||||
Other SUBI Certificates | ||||
owner | ||||
parties in interest | 98 | |||
Payment Ahead | ||||
Payment Date | ||||
Plan Assets Regulation | ||||
Pooling Agreements | ||||
portfolio interest | ||||
Prepayment Assumption | ||||
Principal Financial Center | ||||
Prospectus | ||||
Prospectus Supplement | ||||
protective | 89 | |||
PTCE | ||||
Pull-Forward |
103
Pull-Forward Payment | ||||
Purchase Agreements | ||||
QI | 37 | |||
Rating Agency | ||||
Rating Agency Condition | 59 | |||
Reallocation Payments | ||||
Receivables | ||||
Recoveries | ||||
Remaining Net Auction Proceeds | ||||
Remaining Payoffs | ||||
Replacement Vehicles | ||||
Repurchase Payments | ||||
Residual Value Surplus | ||||
Restricted Jurisdiction | ||||
retail receivable | ||||
RPM | ||||
Sales Proceeds Advance | ||||
SEC | ||||
Securities | ||||
Securities Act | ||||
Securitization Value | ||||
Securitized Financing | 82 | |||
Security Deposit | ||||
Securityholders | ||||
Servicer | ||||
Servicer Default | ||||
Servicing Agreement | ||||
Servicing Fee | ||||
Servicing Rate | ||||
Spread | ||||
Standard & Poor’s | 50 | |||
stated redemption price at maturity | 94 | |||
street name | 51 | |||
Strip Notes | ||||
SUBI | ||||
SUBI Assets | ||||
SUBI Certificate | ||||
SUBI Certificate Transfer Agreement | ||||
SUBI Supplement | ||||
SUBI Trust Agreement | ||||
Swap Agreement | ||||
Swap Counterparty | ||||
Swap Event of Default | ||||
Swap Termination | 80 | |||
Swap Termination Event | ||||
TARGET system | ||||
Tax Event | ||||
Tax Event Upon Merger | ||||
Term Extension | ||||
Terms and Conditions | ||||
TIA | 56 | |||
Titling Trust | ||||
Titling Trust Agreement | ||||
Titling Trust Assets | ||||
Titling Trustee |
104
Trust Administration Agreement | ||||
Trust Agent | ||||
Trust Agreement | ||||
Trust SUBI Certificate Transfer Agreement | ||||
U.S. Bank | ||||
UCC | ||||
Underwriting Agreement | ||||
UTI | 22 | |||
UTI Assets | ||||
UTI Beneficiary | ||||
UTI Certificates |
90105
Registration Fees | $ | 642,000.00 | ||
Blue Sky Fees and Expenses | $ | 90,000.00 | ||
Printing Fees and Expenses | $ | 280,000.00 | ||
Trustee Fees and Expenses | $ | 64,000.00 | ||
Legal Fees and Expenses | $ | 640,000.00 | ||
Accounting Fees and Expenses | $ | 420,000.00 | ||
Rating Agencies’ Fees | $ | 1,600,000.00 | ||
Miscellaneous | $ | 60,000.00 | ||
Total | $ | 3,796,000.00 |
Securities and Exchange Commission Registration Fee | * | |||
Blue Sky Fees and Expenses | * | |||
Printing Fees and Expenses | * | |||
Trustees’ Fees and Expenses | * | |||
Legal Fees and Expenses | * | |||
Accounting Fees and Expenses | * | |||
Rating Agencies’ Fees | * | |||
Miscellaneous | * | |||
Total | * |
II - 1II-1
II - 2II-2
1.1 | Form of Underwriting Agreement.* | |
4.1 | Form of Indenture by and between Nissan Auto Lease Trust 200[ | |
4.2 | Form of Agreement of Definitions among Nissan Motor Acceptance Corporation, Nissan-Infiniti LT, NILT, Inc., NILT Trust, Nissan Auto Leasing LLC II, Nissan Auto Lease Trust 200[ | |
4.3 | Amended and Restated Trust and Servicing Agreement for Nissan-Infiniti LT, dated August 26, 1998, among NILT Trust, as Grantor and UTI Beneficiary, Nissan Motor Acceptance Corporation, as Servicer, NILT, Inc., as Trustee, Wilmington Trust Company, as Delaware Trustee, and U.S. Bank National Association, as Trust Agent.* | |
4.4 | Form of 200[ | |
4.5 | Servicing Agreement, dated as of March 1, 1999, among Nissan-Infiniti LT, as Titling Trust, NILT Trust, as UTI Beneficiary, and Nissan Motor Acceptance Corporation, as Servicer.* | |
4.6 | First Amendment to Servicing Agreement dated as of January 3, 2001, among Nissan-Infiniti LT, as Titling Trust, NILT Trust, as UTI Beneficiary, and Nissan Motor Acceptance Corporation, as Servicer.* | |
4.7 | Form of 200[ | |
4.8 | Form of Amended and Restated Trust Agreement for Nissan Auto Lease Trust 200[ | |
4.9 | Amended and Restated Trust Agreement for NILT Trust, dated March 1, 1999, among Nissan Motor Acceptance Corporation, as Grantor and Beneficiary, U.S. Bank National Association, as Trustee, Nissan Motor Acceptance Corporation, as Administrator, and Wilmington Trust Company, as Delaware Trustee.* | |
4.10 | Form of Trust Administration Agreement among Nissan Auto Lease Trust 200[ | |
4.11 | Form of Back-Up Security Agreement among Nissan Motor Acceptance Corporation, Nissan-Infiniti LT, NILT Trust, Nissan Auto Leasing LLC II, as Transferor, Nissan Auto Lease Trust 200[ | |
4.12 | Form of Interest Rate [Cap][Swap] Agreement between Nissan Auto Lease Trust 200[ | |
5.1 | Form of Opinion of Mayer Brown | |
8.1 | Form of Opinion of Mayer Brown | |
23.1 | Consent of Mayer Brown | |
24.1 | Powers of Attorney (included on the signatures pages of this Part II). |
II - 3II-3
25.1 | Statement of Eligibility and Qualification of the Indenture Trustee on Form T-1.** | |
99.1 | Form of Control Agreement among Nissan Auto Lease Trust 200[ | |
99.2 | Form of SUBI Certificate Transfer Agreement between NILT Trust, as Transferor, and Nissan Auto Leasing LLC II, as Transferee.* | |
99.3 | Form of Trust SUBI Certificate Transfer Agreement between Nissan Auto Leasing LLC II, as Transferor, and Nissan Auto Lease Trust 200[ |
* | To be filed by amendment. |
** | To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939. |
II - 4II-4
II - 5
II-5
II - 6II-6
NISSAN AUTO LEASING LLC II, a Delaware limited liability company | ||||||||
By: | /s/ Rakesh Kochhar | |||||||
Rakesh Kochhar | ||||||||
Treasurer | ||||||||
Name | Title | Date | ||
/s/ Steven R. Lambert | President and Director | November 20, 2007 | ||
Steven R. Lambert | (Principal Executive Officer) | |||
/s/ | Treasurer and Director | November 20, 2007 | ||
Rakesh Kochhar | (Principal Financial Officer and Principal Accounting Officer) | |||
/s/ | Director | |||
Alan R. Hunn | ||||
/s/ H. Edward Matveld | Director | |||
H. Edward Matveld | ||||
/s/ Cheryl A. Lawrence | Director | |||
Cheryl A. Lawrence |
S- IS-I
NISSAN-INFINITI LT, | ||||||||
a Delaware statutory trust | ||||||||
By: | Nissan Motor Acceptance Corporation, solely as | |||||||
grantor and beneficiary |
By: | /s/ Rakesh Kochhar | |||||||
Rakesh Kochhar Treasurer |
Name | Title | Date | ||
/s/ Steven R. Lambert | President and Director (Principal Executive Officer) | |||
/s/ | Treasurer (Principal Financial Officer and Principal Accounting Officer) | |||
/s/ | Director | |||
Emmanuel Delay | ||||
/s/ | Director | |||
Jeff H. Johns | ||||
/s/ | Director | |||
Joji Tagawa | ||||
/s/ Dominique Thormann | Director | November 20, 2007 | ||
Dominique Thormann |
S- IIS-II