Common use of Compliance with EU Retention Rules Clause in Contracts

Compliance with EU Retention Rules. “NMAC hereby confirms, represents and warrants to and agrees with, and irrevocably and unconditionally undertakes, solely for the benefit of each Applicable Investor, in connection with the EU Retention Rules, on an ongoing basis, so long as any Notes remain Outstanding, that: (a) NMAC, as “originator” for the purposes of the EU Retention Rules, currently retains, and on an ongoing basis will retain, a material net economic interest that is not less than 5% of the nominal value of the securitized exposures, in the form of an originator’s interest in accordance with the text of option (b) of each of Article 405(1) of the CRR, Article 51(1) of the AIFM Regulation and Article 254(2) of the Solvency II Regulation, in each case as in effect on the RR Amendment Effective Date, by holding all the membership interest in NWRC II, which in turn holds all or part of the Transferor Interest (the “Retained Interest”); (b) NMAC will not (and will not permit NWRC II or any of its other affiliates to) sell, hedge or otherwise mitigate its credit risk under or associated with the Retained Interest if, as a result, NMAC would not retain a material net economic interest in an amount that is not less than 5% of the nominal value of the securitized exposures, except to the extent permitted in accordance with the EU Retention Rules; (c) NMAC will not change the manner in which it retains its net economic interest in the securitized exposures while any Notes are outstanding, except under exceptional circumstances in accordance with the EU Retention Rules; and (d) NMAC will provide ongoing confirmation of NMAC’s continued compliance with its obligations described in (a) and (b) above in or concurrently with the delivery of each Payment Date Statement. For purposes of this Section 5.09, the “nominal value of the securitized exposures” means the Adjusted Pool Balance, and the amount of the Retained Interest means the excess of the Adjusted Pool Balance over the sum of the Invested Amounts with respect to all Series. None of the Issuer, the Seller, the Servicer, the Depositor, any other parties to the Transactions Documents and none of their respective Affiliates makes any representations as to whether the matters set forth above in this Section 5.09 are sufficient for compliance with any EU Retention Rules.” (c) The definition of “Eligible Investments” in the Annex of Definitions is hereby amended and restated in full to read as follows:

Compliance with EU Retention Rules. “NMAC hereby confirmsrepresents, represents warrants and warrants to and agrees with, and irrevocably and unconditionally undertakesagrees, solely for the benefit of each Applicable Investorthose holders of beneficial interests in any Notes which are institutional investors to which any of the EU Retention Rules applies, in connection with the EU Retention Rules, on an ongoing basis, so long as any Notes remain Outstanding, that: (a) NMAC, as “originator” for the purposes of the EU Retention Rules, currently retains, and on an ongoing basis will retain, a material net economic interest that is not less than 5% of the nominal value of the securitized exposuresexposures (the “EU Retained Interest”), in the form of an originator’s interest retention of the first loss tranche in accordance with the text of option (bd) of each of Article 405(1) of the CRR, Article 51(1) of the AIFM Regulation and Article 254(2) of the Solvency II Regulation, in each case as in effect on as of the RR Amendment Effective Closing Date, ; as of the Closing Date NMAC holds the EU Retained Interest by holding all the membership interest in NWRC IIthe Depositor, which in turn holds all or part will retain the Trust Certificates to be issued by the Issuing Entity representing at least 5% of the Transferor Interest (aggregate nominal value of the “Retained Interest”)leases and related leased vehicles; (b) NMAC will not (and will not permit NWRC II the Depositor or any of its other affiliates Affiliates to) sell, hedge or otherwise mitigate its credit risk under or associated with the EU Retained Interest if, as a result, NMAC would not retain a material net economic interest in an amount that is not less than 5% of the nominal value of the securitized exposures, except to the extent permitted in accordance with the EU Retention Rules; (c) NMAC will shall not change the manner in which it retains its material net economic interest in the securitized exposures while any Notes are outstandingOutstanding, except under exceptional circumstances in accordance with the EU Retention Rules; and; (d) NMAC will provide ongoing confirmation of NMAC’s continued compliance with its obligations described in (a) and (b) above in or concurrently with the delivery of each Payment Date StatementCertificate. For purposes of this Section 5.09the foregoing, the “nominal value of the securitized exposures” means shall be treated as equal to the Adjusted Pool Balanceaggregate Securitization Value of the leases and leased vehicles allocated to the 2017-B SUBI, and the amount of the EU Retained Interest means shall be treated as equal to the excess of the Adjusted Pool Balance that aggregate Securitization Value over the sum aggregate Outstanding Amount of the Invested Amounts Notes. IN WITNESS WHEREOF, the parties hereto have caused this 2017-B Servicing Supplement to be duly executed by their respective officers duly authorized as of the day and year first above written. NISSAN-INFINITI LT, as Titling Trust By: NILT, INC., as Titling Trustee By: Name: Title: NILT TRUST, as Grantor and UTI Beneficiary By: U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Name: Title: NISSAN MOTOR ACCEPTANCE CORPORATION, as Servicer By: Name: Title: Section 8.11 of the 2017-B Servicing Supplement) The undersigned, duly authorized representative of Nissan Motor Acceptance Corporation (“NMAC”), as Servicer, pursuant to the 2017-B SUBI Servicing Supplement to the Basic Servicing Agreement dated as of March 1, 1999 (as amended and supplemented, or otherwise modified and in effect from time to time, the “2017-B Servicing Supplement”), by and among NISSAN-INFINITI LT, NMAC, as Servicer, and NILT TRUST, does hereby certify that: 1. The undersigned is an Authorized Officer of NMAC. 2. As of the end of NMAC’s preceding fiscal year, with respect to all Series. None Employee Benefit Plans: (a) [Employee Benefit Plan assets exceed the present value of accrued benefits][The present value of the Issueraccrued benefits exceeds plan assets] under each of the Employee Benefit Plans as of the close of the most recent Employee Benefit Plan year, as required to be reported in the Sellerfinancial statements for such Employee Benefit Plan filed with the most recent Form 5500 for such Employee Benefit Plan (the “Most Recent Plan Financial Statements”). [Select from the following statements] (b) [Neither NMAC nor any of its ERISA Affiliates (i) anticipates that the value of the assets of any Employee Benefit Plan it maintains would not be sufficient to cover any Funding Target; or (ii) is contemplating benefit improvements with respect to any Employee Benefit Plan then maintained by any such entity or the establishment of any new Employee Benefit Plan, either of which would cause any such entity to maintain a Employee Benefit Plan with a Funding Target in excess of plan assets. The term “Funding Target” has the Servicer, the Depositor, any other parties to the Transactions Documents and none of their respective Affiliates makes any representations as to whether the matters meaning set forth above in this Section 5.09 are sufficient for compliance with section 430(d) of the Internal Revenue Code.][Describe any EU Retention Rulesfailure of the certifications in clauses (i) and (ii) to be true.” (c) The definition of “Eligible Investments” in the Annex of Definitions is hereby amended and restated in full to read as follows:]

Compliance with EU Retention Rules. “NMAC hereby confirmsrepresents, represents warrants and warrants to and agrees with, and irrevocably and unconditionally undertakesagrees, solely for the benefit of each Applicable Investorthose holders of beneficial interests in any Notes which are institutional investors to which any of the EU Retention Rules applies, in connection with the EU Retention Rules, on an ongoing basis, so long as any Notes remain Outstanding, that: (a) NMAC, as “originator” for the purposes of the EU Retention Rules, currently retains, and on an ongoing basis will retain, a material net economic interest that is not less than 5% of the nominal value of the securitized exposuresexposures (the “EU Retained Interest”), in the form of an originator’s interest retention of the first loss tranche in accordance with the text of option (bd) of each of Article 405(1) of the CRR, Article 51(1) of the AIFM Regulation and Article 254(2) of the Solvency II Regulation, in each case as in effect on as of the RR Amendment Effective Closing Date, ; as of the Closing Date NMAC holds the EU Retained Interest by holding all the membership interest in NWRC IIthe Depositor, which in turn holds all or part will retain the Trust Certificates to be issued by the Issuing Entity representing at least 5% of the Transferor Interest (aggregate nominal value of the “Retained Interest”)leases and related leased vehicles; (b) NMAC will not (and will not permit NWRC II the Depositor or any of its other affiliates Affiliates to) sell, hedge or otherwise mitigate its credit risk under or associated with the EU Retained Interest if, as a result, NMAC would not retain a material net economic interest in an amount that is not less than 5% of the nominal value of the securitized exposures, except to the extent permitted in accordance with the EU Retention Rules; (c) NMAC will shall not change the manner in which it retains its material net economic interest in the securitized exposures while any Notes are outstandingOutstanding, except under exceptional circumstances in accordance with the EU Retention Rules; and; (d) NMAC will provide ongoing confirmation of NMAC’s continued compliance with its obligations described in (a) and (b) above in or concurrently with the delivery of each Payment Date StatementCertificate. For purposes of this Section 5.09the foregoing, the “nominal value of the securitized exposures” means shall be treated as equal to the Adjusted Pool Balanceaggregate Securitization Value of the leases and leased vehicles allocated to the 2018-A SUBI, and the amount of the EU Retained Interest means shall be treated as equal to the excess of the Adjusted Pool Balance that aggregate Securitization Value over the sum aggregate Outstanding Amount of the Invested Amounts Notes. IN WITNESS WHEREOF, the parties hereto have caused this 2018-A Servicing Supplement to be duly executed by their respective officers duly authorized as of the day and year first above written. as Titling Trust By: NILT, INC., as Titling Trustee By: Name: Title: as Grantor and UTI Beneficiary By: U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Name: Title: CORPORATION, as Servicer By: Name: Title: Section 8.11 of the 2018-A Servicing Supplement) The undersigned, duly authorized representative of Nissan Motor Acceptance Corporation (“NMAC”), as Servicer, pursuant to the 2018-A SUBI Servicing Supplement to the Basic Servicing Agreement dated as of March 1, 1999 (as amended and supplemented, or otherwise modified and in effect from time to time, the “2018-A Servicing Supplement”), by and among NISSAN-INFINITI LT, NMAC, as Servicer, and NILT TRUST, does hereby certify that: 1. The undersigned is an Authorized Officer of NMAC. 2. As of the end of NMAC’s preceding fiscal year, with respect to all Series. None Employee Benefit Plans: (a) [Employee Benefit Plan assets exceed the present value of accrued benefits][The present value of the Issueraccrued benefits exceeds plan assets] under each of the Employee Benefit Plans as of the close of the most recent Employee Benefit Plan year, as required to be reported in the Sellerfinancial statements for such Employee Benefit Plan filed with the most recent Form 5500 for such Employee Benefit Plan (the “Most Recent Plan Financial Statements”). [Select from the following statements] (b) [Neither NMAC nor any of its ERISA Affiliates (i) anticipates that the value of the assets of any Employee Benefit Plan it maintains would not be sufficient to cover any Funding Target; or (ii) is contemplating benefit improvements with respect to any Employee Benefit Plan then maintained by any such entity or the establishment of any new Employee Benefit Plan, either of which would cause any such entity to maintain a Employee Benefit Plan with a Funding Target in excess of plan assets. The term “Funding Target” has the Servicer, the Depositor, any other parties to the Transactions Documents and none of their respective Affiliates makes any representations as to whether the matters meaning set forth above in this Section 5.09 are sufficient for compliance with section 430(d) of the Internal Revenue Code.][Describe any EU Retention Rulesfailure of the certifications in clauses (i) and (ii) to be true.” (c) The definition of “Eligible Investments” in the Annex of Definitions is hereby amended and restated in full to read as follows:]

Compliance with EU Retention Rules. “NMAC hereby confirmsrepresents, represents warrants and warrants to and agrees with, and irrevocably and unconditionally undertakesagrees, solely for the benefit of each Applicable Investorthose holders of beneficial interests in any Notes which are institutional investors to which any of the EU Retention Rules applies, in connection with the EU Retention Rules, on an ongoing basis, so long as any Notes remain Outstanding, that: (a) NMAC, as “originator” for the purposes of the EU Retention Rules, currently retains, and on an ongoing basis will retain, a material net economic interest that is not less than 5% of the nominal value of the securitized exposuresexposures (the “EU Retained Interest”), in the form of an originator’s interest retention of the first loss tranche in accordance with the text of option (bd) of each of Article 405(1) of the CRR, Article 51(1) of the AIFM Regulation and Article 254(2) of the Solvency II Regulation, in each case as in effect on as of the RR Amendment Effective Closing Date, ; as of the Closing Date NMAC holds the EU Retained Interest by holding all the membership interest in NWRC IIthe Depositor, which in turn holds all or part will retain the Trust Certificates to be issued by the Issuing Entity representing at least 5% of the Transferor Interest (aggregate nominal value of the “Retained Interest”)leases and related leased vehicles; (b) NMAC will not (and will not permit NWRC II the Depositor or any of its other affiliates Affiliates to) sell, hedge or otherwise mitigate its credit risk under or associated with the EU Retained Interest if, as a result, NMAC would not retain a material net economic interest in an amount that is not less than 5% of the nominal value of the securitized exposures, except to the extent permitted in accordance with the EU Retention Rules; (c) NMAC will shall not change the manner in which it retains its material net economic interest in the securitized exposures while any Notes are outstandingOutstanding, except under exceptional circumstances in accordance with the EU Retention Rules; and; (d) NMAC will provide ongoing confirmation of NMAC’s continued compliance with its obligations described in (a) and (b) above in or concurrently with the delivery of each Payment Date StatementCertificate. For purposes of this Section 5.09the foregoing, the “nominal value of the securitized exposures” means shall be treated as equal to the Adjusted Pool Balanceaggregate Securitization Value of the leases and leased vehicles allocated to the 2018-A SUBI, and the amount of the EU Retained Interest means shall be treated as equal to the excess of the Adjusted Pool Balance that aggregate Securitization Value over the sum aggregate Outstanding Amount of the Invested Amounts Notes. IN WITNESS WHEREOF, the parties hereto have caused this 2018-A Servicing Supplement to be duly executed by their respective officers duly authorized as of the day and year first above written. as Titling Trust By: NILT, INC., as Titling Trustee By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President as Grantor and UTI Beneficiary By: U.S. BANK NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Assistant Vice President CORPORATION, as Servicer By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President Section 8.11 of the 2018-A Servicing Supplement) The undersigned, duly authorized representative of Nissan Motor Acceptance Corporation (“NMAC”), as Servicer, pursuant to the 2018-A SUBI Servicing Supplement to the Basic Servicing Agreement dated as of March 1, 1999 (as amended and supplemented, or otherwise modified and in effect from time to time, the “2018-A Servicing Supplement”), by and among NISSAN-INFINITI LT, NMAC, as Servicer, and NILT TRUST, does hereby certify that: 1. The undersigned is an Authorized Officer of NMAC. 2. As of the end of NMAC’s preceding fiscal year, with respect to all Series. None Employee Benefit Plans: (a) [Employee Benefit Plan assets exceed the present value of accrued benefits][The present value of the Issueraccrued benefits exceeds plan assets] under each of the Employee Benefit Plans as of the close of the most recent Employee Benefit Plan year, as required to be reported in the Sellerfinancial statements for such Employee Benefit Plan filed with the most recent Form 5500 for such Employee Benefit Plan (the “Most Recent Plan Financial Statements”). [Select from the following statements] (b) [Neither NMAC nor any of its ERISA Affiliates (i) anticipates that the value of the assets of any Employee Benefit Plan it maintains would not be sufficient to cover any Funding Target; or (ii) is contemplating benefit improvements with respect to any Employee Benefit Plan then maintained by any such entity or the establishment of any new Employee Benefit Plan, either of which would cause any such entity to maintain a Employee Benefit Plan with a Funding Target in excess of plan assets. The term “Funding Target” has the Servicer, the Depositor, any other parties to the Transactions Documents and none of their respective Affiliates makes any representations as to whether the matters meaning set forth above in this Section 5.09 are sufficient for compliance with section 430(d) of the Internal Revenue Code.][Describe any EU Retention Rulesfailure of the certifications in clauses (i) and (ii) to be true.” (c) The definition of “Eligible Investments” in the Annex of Definitions is hereby amended and restated in full to read as follows:]

Compliance with EU Retention Rules. “NMAC hereby confirmsrepresents, represents warrants and warrants to and agrees with, and irrevocably and unconditionally undertakesagrees, solely for the benefit of each Applicable Investorthose holders of beneficial interests in any Notes which are institutional investors to which any of the EU Retention Rules applies, in connection with the EU Retention Rules, on an ongoing basis, so long as any Notes remain Outstanding, that: (a) NMAC, as “originator” for the purposes of the EU Retention Rules, currently retains, and on an ongoing basis will retain, a material net economic interest that is not less than 5% of the nominal value of the securitized exposuresexposures (the “EU Retained Interest”), in the form of an originator’s interest retention of the first loss tranche in accordance with the text of option (bd) of each of Article 405(1) of the CRR, Article 51(1) of the AIFM Regulation and Article 254(2) of the Solvency II Regulation, in each case as in effect on as of the RR Amendment Effective Closing Date, ; as of the Closing Date NMAC holds the EU Retained Interest by holding all the membership interest in NWRC IIthe Depositor, which in turn holds all or part will retain the Trust Certificates to be issued by the Issuing Entity representing at least 5% of the Transferor Interest (aggregate nominal value of the “Retained Interest”)leases and related leased vehicles; (b) NMAC will not (and will not permit NWRC II the Depositor or any of its other affiliates Affiliates to) sell, hedge or otherwise mitigate its credit risk under or associated with the EU Retained Interest if, as a result, NMAC would not retain a material net economic interest in an amount that is not less than 5% of the nominal value of the securitized exposures, except to the extent permitted in accordance with the EU Retention Rules; (c) NMAC will shall not change the manner in which it retains its material net economic interest in the securitized exposures while any Notes are outstandingOutstanding, except under exceptional circumstances in accordance with the EU Retention Rules; and; (d) NMAC will provide ongoing confirmation of NMAC’s continued compliance with its obligations described in (a) and (b) above in or concurrently with the delivery of each Payment Date StatementCertificate. For purposes of this Section 5.09the foregoing, the “nominal value of the securitized exposures” means shall be treated as equal to the Adjusted Pool Balanceaggregate Securitization Value of the leases and leased vehicles allocated to the 2017-B SUBI, and the amount of the EU Retained Interest means shall be treated as equal to the excess of the Adjusted Pool Balance that aggregate Securitization Value over the sum aggregate Outstanding Amount of the Invested Amounts Notes. IN WITNESS WHEREOF, the parties hereto have caused this 2017-B Servicing Supplement to be duly executed by their respective officers duly authorized as of the day and year first above written. NISSAN-INFINITI LT, as Titling Trust By: NILT, INC., as Titling Trustee By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President NILT TRUST, as Grantor and UTI Beneficiary By: U.S. BANK NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President NISSAN MOTOR ACCEPTANCE CORPORATION, as Servicer By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President Section 8.11 of the 2017-B Servicing Supplement) The undersigned, duly authorized representative of Nissan Motor Acceptance Corporation (“NMAC”), as Servicer, pursuant to the 2017-B SUBI Servicing Supplement to the Basic Servicing Agreement dated as of March 1, 1999 (as amended and supplemented, or otherwise modified and in effect from time to time, the “2017-B Servicing Supplement”), by and among NISSAN-INFINITI LT, NMAC, as Servicer, and NILT TRUST, does hereby certify that: 1. The undersigned is an Authorized Officer of NMAC. 2. As of the end of NMAC’s preceding fiscal year, with respect to all Series. None Employee Benefit Plans: (a) [Employee Benefit Plan assets exceed the present value of accrued benefits][The present value of the Issueraccrued benefits exceeds plan assets] under each of the Employee Benefit Plans as of the close of the most recent Employee Benefit Plan year, as required to be reported in the Sellerfinancial statements for such Employee Benefit Plan filed with the most recent Form 5500 for such Employee Benefit Plan (the “Most Recent Plan Financial Statements”). [Select from the following statements] (b) [Neither NMAC nor any of its ERISA Affiliates (i) anticipates that the value of the assets of any Employee Benefit Plan it maintains would not be sufficient to cover any Funding Target; or (ii) is contemplating benefit improvements with respect to any Employee Benefit Plan then maintained by any such entity or the establishment of any new Employee Benefit Plan, either of which would cause any such entity to maintain a Employee Benefit Plan with a Funding Target in excess of plan assets. The term “Funding Target” has the Servicer, the Depositor, any other parties to the Transactions Documents and none of their respective Affiliates makes any representations as to whether the matters meaning set forth above in this Section 5.09 are sufficient for compliance with section 430(d) of the Internal Revenue Code.][Describe any EU Retention Rulesfailure of the certifications in clauses (i) and (ii) to be true.” (c) The definition of “Eligible Investments” in the Annex of Definitions is hereby amended and restated in full to read as follows:]