Common use of Formation, Name, Location of Office Clause in Contracts

Formation, Name, Location of Office. (a) Effective as of the time of the Conversion, (i) the Certificate of Trust of the Titling Trust, the Origination Trust Agreement and each SUBI Supplement, each as in effect immediately prior to the Conversion, are replaced and superseded in their entirety by the Certificate of Formation, this Agreement and the corresponding Series Supplement, respectively, in respect of all periods beginning on or after the Conversion, (ii) the Trust UTI issued and outstanding immediately prior to the Conversion is hereby converted to the Unallocated Assets Series, and all assets belonging to or allocated to the Trust UTI are hereby allocated to and associated with the Unallocated Assets Series, (iii) each Trust SUBI issued and outstanding immediately prior to the Conversion is hereby converted to the corresponding Series, and all assets belonging to or allocated to such Trust SUBI are hereby allocated to and associated with such Series, (iv) NILT, as holder of the Trust UTI, is hereby automatically admitted as a member of the Company generally and associated with the Unallocated Assets Series, owning 100% of the limited liability company interests in the Company generally and of the Unallocated Assets Series, (v) the holder(s) of each Trust SUBI are hereby automatically designated as Holders of the corresponding Series, owning 100% of such Series, (v) the business of the Titling Trust is continued without dissolution in the form of a Delaware limited liability company governed by this Agreement and each Series Supplement, and (vi) the Company shall constitute a continuation of the existence of the Titling Trust in the form of a Delaware limited liability company and, for all purposes of the laws of the State of Delaware, the Company shall be deemed to be the same entity as the Titling Trust.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Nissan Auto Leasing LLC Ii), Limited Liability Company Agreement (Nissan Auto Leasing LLC Ii), Titling Company Agreement (Nissan Auto Leasing LLC Ii)

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