| ITEM 1.01. | Entry into a Material Definitive Agreement |
On October 20, 2021, Nissan Auto Leasing LLC II (“NALL II”) and Nissan Motor Acceptance Company LLC (“NMAC”) entered into an Underwriting Agreement, dated as of October 20, 2021 (the “Underwriting Agreement”), with BofA Securities, Inc., on behalf of itself and as a representative of the several underwriters, for the issuance and sale of notes of Nissan Auto Lease Trust 2021-A (the “Issuing Entity”) in the following classes: Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes (collectively, the “ Notes”). The Notes have an aggregate scheduled principal balance of $1,000,000,000. The Notes have been registered pursuant to the Securities Act of 1933, as amended, under a Registration Statement on Form SF-3, as amended (File No. 333-258304-01). It is anticipated that the Notes will be issued on or about October 26, 2021 (the “Closing Date”).
NILT LLC will create a separate series of limited liability company interest (the “2021-A Series”) in Nissan-Infiniti LT LLC, a Delaware limited liability company (“Nissan-Infiniti LT”) pursuant to the Limited Liability Company Agreement of Nissan-Infiniti LT, dated as of April 1, 2021, between NMAC, as servicer, NILT LLC, as member, and U.S. Bank National Association (“U.S. Bank”), as titling company registrar, as it will be supplemented on the Closing Date by a 2021-A Series Supplement (the “2021-A Series Supplement”). Pursuant to the 2021-A Series Supplement, NILT LLC will direct Nissan-Infiniti LT to identify and allocate to the 2021-A Series certain closed-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 “2021-A Series Assets”).
Also on the Closing Date, NMAC, as servicer, NILT LLC, as member, and Nissan-Infiniti LT will enter into a 2021-A Series Servicing Supplement, dated as of the Closing Date (the “2021-A Series Servicing Supplement”) and supplementing the Amended and Restated Servicing Agreement, dated as of April 1, 2021, to provide for the servicing obligations of the 2021-A Series Assets. In connection with the creation of the 2021-A Series, Nissan-Infiniti LT will issue to NILT LLC a certificate evidencing a 100 percent interest in the 2021-A Series (the “2021-A Series Certificate”). On the Closing Date, NILT LLC will sell the 2021-A Series Certificate to NALL II pursuant to a Series Certificate Sale Agreement by and between NILT LLC, as transferor, and NALL II, as transferee. NALL II will further sell the 2021-A Series Certificate to the Issuing Entity pursuant to a Series 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 October 4, 2021, 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 that certain 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 BofA Securities, 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 Form SF-3, as amended (Commission File No. 333-258304-01).
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 2021-A Series Supplement, as Exhibit 10.2 is the form of 2021-A Series Servicing Supplement, as Exhibit 10.3 is the form of Amended and Restated Trust Agreement for the Issuing Entity, as Exhibit 10.4 is the form of Trust Administration Agreement, as Exhibit 10.5 is the form of Series Certificate Transfer Agreement, as Exhibit 10.6 is the form of Series Certificate Sale Agreement and as Exhibit 10.7 is the form of Asset Representations Review Agreement.
