ITEM 1.01 ENTRY INTO A DEFINITIVE MATERIAL AGREEMENT.
On April 1, 2021 (the “Amendment Date”), Nissan Auto Lease Trust 2019-A (the “Issuer”), Nissan Motor Acceptance Company LLC (as successor by conversion to Nissan Motor Acceptance Corporation, in its individual capacity or in its capacity as servicer, administrator or administrative agent, as applicable, “NMAC”), Nissan Auto Leasing LLC II (“NALL II”), as depositor, certificateholder or transferee, as applicable, Nissan-Infiniti LT LLC (as successor by conversion to Nissan-Infiniti LT), NILT LLC (as successor by conversion to NILT Trust), U.S. Bank National Association (“U.S. Bank”), as indenture trustee and as titling company registrar, Clayton Fixed Income Services LLC, as asset representations reviewer (“Clayton”), Wilmington Trust, National Association, not in its individual capacity, but solely as owner trustee for the Issuer (the “Owner Trustee”), and solely for the purpose of acknowledging the termination of their roles under the Basic Documents, NILT, Inc., as trustee for Nissan-Infiniti LT, Wilmington Trust Company, not in its individual capacity, but solely as Delaware trustee (the “Delaware Trustee”), U.S. Bank Trust National Association, as trustee for NILT Trust, and U.S. Bank, as trust agent for the Titling Trust, entered into the Omnibus Amendment, Assumption Agreement and Consent (the “Omnibus Amendment”), which amends (i) the Indenture, dated as of April 15, 2019, by and between the Issuer and U.S. Bank as indenture trustee (the “Indenture Trustee”), as supplemented by Supplement No. 1 to Indenture, dated as of March 19, 2021, between the Issuer and the Indenture Trustee, (ii) the Agreement of Definitions, dated as of April 15, 2019, by and between the Issuer, NILT LLC, Nissan Infiniti LT LLC (the “Titling Company”), NMAC, NALL II, the Owner Trustee, the Indenture Trustee, and solely for the purpose of the Omnibus Amendment and Consent, NILT, Inc. and the Delaware Trustee, (iii) 2019-A SUBI Servicing Supplement, dated as of April 15, 2019, by and between the Titling Company, NILT LLC, and NMAC, as Servicer, (iv) the Amended and Restated Trust Agreement for the Issuing Entity, dated as of April 15, 2019, by and between NALL II and the Owner Trustee, (v) the Trust Administration Agreement, dated as of April 15, 2019, by and among the Issuer, NMAC, the Depositor and the Indenture Trustee, (vi) the SUBI Certificate Transfer Agreement, dated as of April 15, 2019, by and between NILT LLC, as transferor, and NALL II as transferee, (vii) the Trust SUBI Certificate Transfer Agreement, dated as of April 15, 2019, by and among NALL II, as transferor, and the Issuer, as transferee and (viii) the Asset Representations Reviewer Agreement, dated as of April 15, 2019, by and among the Issuer, NMAC, and Clayton. The Omnibus Amendment effectuates certain technical amendments to the Basic Documents in connection with the conversion of Nissan Motor Acceptance Corporation, a California corporation to Nissan Motor Acceptance Company LLC, a Delaware limited liability company. The Omnibus Amendment is attached hereto as Exhibit 4.1.
On the Amendment Date, upon the filing of a certificate of conversion, Nissan-Infiniti LT, a Delaware statutory trust converted to Nissan-Infiniti LT LLC, a Delaware limited liability company. In connection with such conversion, (i) NILT LLC, as Member, NMAC, as Administrator, and U.S. Bank, as Titling Company Registrar entered into the Limited Liability Company Agreement of Nissan-Infiniti LLC (the “Limited Liability Company Agreement”) for the purpose of continuing the business of the Titling Trust as a Delaware limited liability company and (ii) NILT LLC, as Member entered into the 2019-A Series Supplement to the Limited Liability Company Agreement for the purpose of establishing the Nissan-Infiniti LT LLC-2019-A Series Interest in the Titling Company through a conversion of the 2019-A SUBI. The 2019-A SUBI was automatically converted to the Nissan-Infiniti LT LLC-2019-A Series Interest and the Leases and Leased Vehicles and other assets allocated to the 2019-A SUBI were automatically allocated to and associated with the Nissan-Infiniti LT LLC-2019-A Series Interest. Further, on the Amendment Date, the Titling Company, NILT LLC, as Member and NMAC as Servicer, entered into the Amended and Restated Servicing Agreement to provide for, among other things, the continued servicing of the assets of the Titling Company.
Attached as Exhibit 3.1 is the Certificate of Conversion of Nissan-Infiniti LT LLC, as Exhibit 3.2 is the Certificate of Formation of Nissan-Infiniti LT LLC., as Exhibit 10.1 is the Limited Liability Company Agreement of Nissan-Infiniti LT LLC, dated as of April 1, 2021, as Exhibit 10.2 is the 2019-A Series Supplement to Limited Liability Company Agreement and as Exhibit 10.3 is the Amended and Restated Servicing Agreement, dated as of April 1, 2021.
