| ITEM 1.01. | Entry into a Material Definitive Agreement |
On April 9, 2019, Nissan Auto Leasing LLC II (“NALL II”) and Nissan Motor Acceptance Corporation (“NMAC”) entered into an Underwriting Agreement, dated as of April 9, 2019 (the “Underwriting Agreement”), with Citigroup Global Markets Inc., on behalf of itself and as a representative of the several underwriters, for the issuance and sale of notes of Nissan Auto Lease Trust2019-A (the “Issuing Entity”) in the following classes:Class A-1,Class A-2,Class A-3 andClass A-4 Notes (collectively, the “ Notes”). The Notes have an aggregate scheduled principal balance of $1,250,000,000. The Notes have been registered pursuant to the Securities Act of 1933, as amended, under a Registration Statement on FormSF-3, as amended (FileNo. 333-209768). It is anticipated that the Notes will be issued on or about April 15, 2019 (the “Closing Date”).
NILT Inc. (defined below) will create a special unit of beneficial interest (the“2019-A SUBI”) in specified assets of Nissan-Infiniti LT, a Delaware statutory trust (“Nissan-Infiniti LT”), including certainclosed-end retail vehicle lease contracts (the “Leases”), the related Nissan and Infiniti vehicles leased under the Leases (the “Leased Vehicles”) and related property (collectively, the“2019-A SUBI Assets”) pursuant to the Amended and Restated Trust and Servicing Agreement for Nissan-Infiniti LT, dated as of August 26, 1998, by and among NILT Trust, a Delaware statutory trust (“NILT Trust”), as grantor and initial beneficiary, Nissan Motor Acceptance Corporation (“NMAC”), as servicer, NILT, Inc., as trustee to Nissan-Infiniti LT (“NILT, Inc.”), Wilmington Trust Company (“WTC”), as Delaware trustee, and U.S. Bank National Association (“U.S. Bank”), as trust agent, as it will be supplemented on the Closing Date by a2019-A SUBI Supplement (the“2019-A SUBI Supplement”). Also on the Closing Date, NMAC, as servicer, Nissan-Infiniti LT and NILT Trust will enter into a2019-A SUBI Servicing Supplement, dated as of the Closing Date (the“2019-A SUBI Servicing Supplement”) and supplementing the Servicing Agreement, dated as of March 1, 1999, to provide for the servicing obligations of the2019-A SUBI Assets. In connection with the creation of the 2019-A SUBI, Nissan-Infiniti LT will issue to NILT Trust a certificate evidencing a 100 percent beneficial interest in the2019-A SUBI (the“2019-A SUBI Certificate”). On the Closing Date, NILT Trust will sell the2019-A SUBI Certificate to NALL II pursuant to a SUBI Certificate Transfer Agreement by and between NILT Trust, as transferor, and NALL II, as transferee. NALL II will further sell the2019-A SUBI Certificate to the Issuing Entity pursuant to a Trust SUBI Certificate Transfer Agreement by and between NALL II, as transferor, and the Issuing Entity, as transferee. The Issuing Entity was created pursuant to a Trust Agreement, dated as of March 21, 2019, as will be amended and restated by the Amended and Restated Trust Agreement, dated as of the Closing Date (the “Amended and Restated Trust Agreement”), by and between NALL II, as transferor, and Wilmington Trust, National Association (“WTNA”), as owner trustee (the “Owner Trustee”). On the Closing Date, the Issuing Entity will cause the issuance, pursuant to an Indenture, dated as of the Closing Date (the “Indenture”), by and between the Issuing Entity, as issuer, and U.S. Bank, as indenture trustee (the “Indenture Trustee”), of the Notes. The Issuing Entity, NMAC, as administrative agent, NALL II, as transferor, and U.S. Bank, as Indenture Trustee, will enter into that certain Trust Administration Agreement, dated as of the Closing Date (the “Trust Administration Agreement”), relating to the provision by NMAC of certain services relating to the Notes. On the Closing Date, the Issuing Entity, as issuer, NMAC, as sponsor and servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer, will enter into an Asset Representations Review Agreement, to be dated as of the Closing Date (the “Asset Representations Review Agreement”), relating to the review of certain representations relating to the Leases and the Leased Vehicles. The Notes will be sold to Citigroup Global Markets Inc., as the representative of several underwriters (the “Underwriters”), pursuant to the Underwriting Agreement. The Notes have been registered pursuant to the Securities Act of 1933, as amended, under a Registration Statement on FormSF-3, as amended (Commission FileNo. 333-209768). With respect to the foregoing transactions, the Issuing Entity, as issuer, NILT Trust, as grantor and initial beneficiary (in such capacity, the “UTI Beneficiary”), Nissan-Infiniti LT, NMAC, in its individual capacity, as servicer and as administrative agent, NALL II, NILT Inc., as Trustee, WTNA, as Owner Trustee, WTC, as Delaware trustee, U.S. Bank, as trust agent, as Indenture Trustee and as Secured Party, will enter into that certain Agreement of Definitions, dated as of the Closing Date (the “Agreement of Definitions”).
Attached as Exhibit 1.1 is the Underwriting Agreement, as Exhibit 4.1 is the form of Indenture, as Exhibit 10.1 is the form of Agreement of Definitions, as Exhibit 10.2 is the form of2019-A SUBI Supplement, as Exhibit 10.3 is the form of2019-A SUBI Servicing Supplement, as Exhibit 10.4 is the form of Amended and Restated Trust Agreement for the Issuing Entity, as Exhibit 10.5 is the form of Trust Administration Agreement, as Exhibit 10.6 is the form of SUBI Certificate Transfer Agreement, as Exhibit 10.7 is the form of Trust SUBI Certificate Transfer Agreement and as Exhibit 10.8 is the form of Asset Representations Review Agreement.
