0001193125-19-112324 Sample Contracts

NISSAN AUTO LEASING LLC II, as Depositor, and as Owner Trustee AMENDED AND RESTATED TRUST AGREEMENT Dated as of [●] [●], 20[●]
Trust Agreement • April 19th, 2019 • Nissan-Infiniti Lt • Asset-backed securities • Delaware

This Amended and Restated Trust Agreement (this “Agreement”), dated as of [●] [●], 20[●], is between Nissan Auto Leasing LLC II, a Delaware limited liability company (“NALL II”), as depositor (the “Depositor”), and [ ], a [ ], as trustee (the “Owner Trustee”).

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NISSAN AUTO LEASE TRUST 20[●]-[●], NISSAN MOTOR ACCEPTANCE CORPORATION, as Administrative Agent, NISSAN AUTO LEASING LLC II, as Depositor, and as Indenture Trustee TRUST ADMINISTRATION AGREEMENT Dated as of [●] [●], 20[●]
Trust Administration Agreement • April 19th, 2019 • Nissan-Infiniti Lt • Asset-backed securities • New York

This Trust Administration Agreement, dated as of [●] [●], 20[●] (this “Agreement”), is among Nissan Auto Lease Trust 20[●]-[●], a Delaware statutory trust (the “Issuing Entity”), Nissan Motor Acceptance Corporation, a California corporation (“NMAC”), as administrative agent (in such capacity, the “Administrative Agent”), Nissan Auto Leasing LLC II, a Delaware limited liability company (“NALL II”), as depositor (the “Depositor”), and [ ], a [ ] (“[ ]”), as indenture trustee (the “Indenture Trustee”).

NISSAN AUTO LEASE TRUST 20[●]-[●] [[●]% Asset Backed Notes, Class A-1] [●]% Asset Backed Notes, Class A-2[a] [LIBOR +] [●]% Asset Backed Notes, Class A-2b] [●]% Asset Backed Notes, Class A-3 [●]% Asset Backed Notes, Class A-4 UNDERWRITING AGREEMENT
Underwriting Agreement • April 19th, 2019 • Nissan-Infiniti Lt • Asset-backed securities • New York

Simultaneously with the issuance of the Notes, the Depositor will cause the Trust to issue $[●] aggregate amount of Asset Backed Certificates (the “Certificates”). The Notes and the Certificates shall collectively be referred to herein as the “Securities.” The Notes will be issued pursuant to an indenture, dated as of [●] [●], 20[●] (the “Indenture”), between the Trust and [ ], as indenture trustee (in such capacity, the “Indenture Trustee”). The Certificates will be issued pursuant to an amended and restated trust agreement, dated as of [●] [●], 20[●] (the “Trust Agreement”), between the Depositor and [ ], as owner trustee (in such capacity, the “Owner Trustee”). Each Note will represent an obligation of, and each Certificate will represent an undivided interest in, the Trust. The Certificates will be subordinated to the Notes to the extent described in the Indenture and the Trust Agreement.

LIMITED LIABILITY COMPANY AGREEMENT OF NISSAN AUTO LEASING LLC II
Limited Liability Company Agreement • April 19th, 2019 • Nissan-Infiniti Lt • Asset-backed securities • Delaware

This Limited Liability Company Agreement of Nissan Auto Leasing LLC II, a Delaware limited liability company (the “Company”), dated as of October 29, 2001, is entered into by Nissan Motor Acceptance Corporation, a California corporation, as the sole member (“NMAC” or the “Member”), and H. Edward Matveld and Cheryl A. Lawrence, as the Independent Managers.

ASSET REPRESENTATIONS REVIEW AGREEMENT among NISSAN AUTO LEASE TRUST 20[●]-[●], as Issuer NISSAN MOTOR ACCEPTANCE CORPORATION, as Sponsor and Servicer and as Asset Representations Reviewer Dated as of [●] [●], 20[●]
Asset Representations Review Agreement • April 19th, 2019 • Nissan-Infiniti Lt • Asset-backed securities • New York

ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of [●] [●], 20[●] (this “Agreement”), among NISSAN AUTO LEASE TRUST 20[●]-[●], a Delaware statutory trust, as Issuer (the “Issuer”), NISSAN MOTOR ACCEPTANCE CORPORATION, a California Corporation (“NMAC”), as Sponsor and Servicer, and [ ], a [ ], as Asset Representations Reviewer (the “Asset Representations Reviewer”).

AGREEMENT OF DEFINITIONS by and among NISSAN MOTOR ACCEPTANCE CORPORATION NISSAN AUTO LEASING LLC II NISSAN AUTO LEASE TRUST 20[●]-[●] NISSAN-INFINITI LT NILT TRUST NILT, INC. WILMINGTON TRUST COMPANY Dated as of [●] [●], 20[●]
Agreement of Definitions • April 19th, 2019 • Nissan-Infiniti Lt • Asset-backed securities • New York

This Agreement of Definitions (this “Agreement of Definitions”), dated as of [●] [●], 20[●], is by and among Nissan Auto Lease Trust 20[●]-[●], as issuer (the “Issuing Entity”), NILT Trust, a Delaware statutory trust, as grantor and initial beneficiary (in such capacity, the “Grantor” and the “UTI Beneficiary,” respectively), and as transferor, Nissan-Infiniti LT, a Delaware statutory trust (the “Titling Trust”), Nissan Motor Acceptance Corporation, a California corporation (“NMAC”), in its individual capacity, as servicer and as administrative agent (in such capacity, the “Servicer” and the “Administrative Agent,” respectively), Nissan Auto Leasing LLC II, a Delaware limited liability company (“NALL II”), NILT, Inc., a Delaware corporation, as trustee to the Titling Trust (the “Titling Trustee”), [ ], a [ ], as owner trustee (the “Owner Trustee”), Wilmington Trust Company, a Delaware corporation with trust powers, as Delaware trustee (the “Delaware Trustee”), U.S. Bank National Associ

NISSAN AUTO LEASING LLC II, as Depositor, and NISSAN AUTO LEASE TRUST 20[●]-[●], as Transferee TRUST SUBI CERTIFICATE TRANSFER AGREEMENT Dated as of [●] [●], 20[●]
Trust Subi Certificate Transfer Agreement • April 19th, 2019 • Nissan-Infiniti Lt • Asset-backed securities • New York

This Trust SUBI Certificate Transfer Agreement, dated as of [●] [●], 20[●] (this “Agreement”), is between Nissan Auto Leasing LLC II, a Delaware limited liability company (“NALL II”), as depositor (the “Depositor”), and Nissan Auto Lease Trust 20[●]-[●], a Delaware statutory trust (the “Issuing Entity”), as transferee (in such capacity, the “Transferee”).

NILT TRUST, as Transferor, and NISSAN AUTO LEASING LLC II, as Transferee SUBI CERTIFICATE TRANSFER AGREEMENT Dated as of [●] [●], 20[●]
Subi Certificate Transfer Agreement • April 19th, 2019 • Nissan-Infiniti Lt • Asset-backed securities • New York

This SUBI Certificate Transfer Agreement, dated as of [●] [●], 20[●] (this “Agreement”), is between NILT Trust, a Delaware statutory trust (“NILT Trust”), as transferor (the “Transferor”), and Nissan Auto Leasing LLC II, a Delaware limited liability company (“NALL II”), as transferee (the “Transferee”).

NILT TRUST, as Grantor and UTI Beneficiary, NISSAN MOTOR ACCEPTANCE CORPORATION, as Servicer, NILT, INC., as Titling Trustee, WILMINGTON TRUST COMPANY, as Delaware Trustee, and U.S. BANK NATIONAL ASSOCIATION, as Trust Agent 20[●]-[●] SUBI SUPPLEMENT...
Supplement • April 19th, 2019 • Nissan-Infiniti Lt • Asset-backed securities • Delaware

This 20[●]-[●] SUBI Supplement, dated as of [●] [●], 20[●] (this “20[●]-[●] SUBI Supplement”), is among NILT Trust, a Delaware statutory trust (“NILT Trust”), as grantor and initial beneficiary (in such capacity, the “Grantor” and the “UTI Beneficiary,” respectively), Nissan Motor Acceptance Corporation, a California corporation (“NMAC”), as servicer, (the “Servicer”), NILT, Inc., a Delaware corporation, as trustee (the “Titling Trustee”), Wilmington Trust Company, a Delaware corporation with trust powers, as Delaware trustee (the “Delaware Trustee”), and U.S. Bank National Association, a national banking association, as trust agent (the “Trust Agent”).

NISSAN-INFINITI LT, as Titling Trust, NILT TRUST, as Grantor and UTI Beneficiary, and NISSAN MOTOR ACCEPTANCE CORPORATION, as Servicer, 20[●]-[●] SUBI SERVICING SUPPLEMENT Dated as of [●] [●], 20[●]
Servicing Supplement • April 19th, 2019 • Nissan-Infiniti Lt • Asset-backed securities • California

This 20[●]-[●] SUBI Servicing Supplement, dated as of [●] [●], 20[●] (this “20[●]-[●] Servicing Supplement”), is among Nissan-Infiniti LT, a Delaware statutory trust (the “Titling Trust”), NILT Trust, a Delaware statutory trust, as grantor and initial beneficiary of the Titling Trust (in such capacities, the “Grantor” and the “UTI Beneficiary,” respectively), and Nissan Motor Acceptance Corporation, a California corporation (“NMAC”), as servicer (the “Servicer”).

NISSAN AUTO LEASE TRUST 20[●]-[●] [●]% Asset Backed Notes, Class A-1 [●]% Asset Backed Notes, Class A-2[a] [[LIBOR +] [●]% Asset Backed Notes, Class A-2b] [●]% Asset Backed Notes, Class A-3 [●]% Asset Backed Notes, Class A-4 NISSAN AUTO LEASE TRUST...
Indenture • April 19th, 2019 • Nissan-Infiniti Lt • Asset-backed securities • New York

This Indenture, dated as of [●] [●], 20[●] (this “Indenture”), is between the Nissan Auto Lease Trust 20[●]-[●], a Delaware statutory trust (the “Issuing Entity”), and [ , a national banking association (“ ”)], as trustee (the “Indenture Trustee”).

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