8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 31, 2021

Nissan Auto Lease Trust 2019-B

(Exact name of Issuing Entity as specified in its charter)

Central Index Key Number: 0001781522

Nissan Auto Leasing LLC II

(Exact name of Depositor as specified in its charter)

Central Index Key Number: 0001244832

Nissan-Infiniti LT LLC

(Exact name of Issuer as specified in its charter with respect to the Series Certificate)

Central Index Key Number: 0001244827

Nissan Motor Acceptance Company LLC

(Exact name of Sponsor as specified in its charter)

Central Index Key Number: 0001540639

Delaware	333-230960-02	38-7228200
(State or Other Jurisdiction of Incorporation of Issuing Entity)	(Commission File Number of Issuing Entity)	(IRS Employer Identification No. of Issuing Entity)
ONE NISSAN WAY ROOM 5-124 FRANKLIN, TENNESSEE		37067
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (615) 725-1121

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

ITEM 1.01 ENTRY INTO A DEFINITIVE MATERIAL AGREEMENT.

On April 1, 2021 (the “Amendment Date”), Nissan Auto Lease Trust 2019-B (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 July 24, 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 July 24, 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-B SUBI Servicing Supplement, dated as of July 24, 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 July 24, 2019, by and between NALL II and the Owner Trustee, (v) the Trust Administration Agreement, dated as of July 24, 2019, by and among the Issuer, NMAC, the Depositor and the Indenture Trustee, (vi) the SUBI Certificate Transfer Agreement, dated as of July 24, 2019, by and between NILT LLC, as transferor, and NALL II as transferee, (vii) the Trust SUBI Certificate Transfer Agreement, dated as of July 24, 2019, by and among NALL II, as transferor, and the Issuer, as transferee and (viii) the Asset Representations Reviewer Agreement, dated as of July 24, 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-B Series Supplement to the Limited Liability Company Agreement for the purpose of establishing the Nissan-Infiniti LT LLC-2019-B Series Interest in the Titling Company through a conversion of the 2019-B SUBI. The 2019-B SUBI was automatically converted to the Nissan-Infiniti LT LLC-2019-B Series Interest and the Leases and Leased Vehicles and other assets allocated to the 2019-B SUBI were automatically allocated to and associated with the Nissan-Infiniti LT LLC-2019-B 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-B 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.

Also, on March 31, 2021, NMAC, as Grantor and Beneficiary, U.S. Bank Trust National Association, as Trustee, NMAC, as Administrator and Wilmington Trust Company, as Delaware Trustee, entered into the Second Amendment to Amended and Restated Trust Agreement to effectuate certain amendments with respect to the conversion of NILT Trust, a Delaware statutory trust to NILT LLC, a Delaware limited liability company. On the Amendment Date, NMAC, as Member and Kevin P. Burns and Cheryl A. Lawrence, as Special Members entered into the Limited Liability Company Agreement of NILT LLC to provide for the governance of NILT LLC.

Attached as Exhibit 10.4 is the Second Amendment to Amended and Restated Trust Agreement and as Exhibit 10.5 is the Limited Liability Company Agreement of NILT LLC.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.

The exhibit number corresponds with Item 601(a) of Regulation S-K.

Exhibit No.	Description
Exhibit 3.1	Certificate of Conversion to Limited Liability Company of Nissan-Infiniti LT LLC.
Exhibit 3.2	Certificate of Formation of Nissan-Infiniti LT LLC.
Exhibit 4.1	Omnibus Amendment, Assumption Agreement and Consent, dated as of April 1, 2021.
Exhibit 10.1	Limited Liability Company Agreement of Nissan-Infiniti LT LLC, dated as of April 1, 2021.
Exhibit 10.2	2019-B Series Supplement, dated as of April 1, 2021.
Exhibit 10.3	Amended and Restated Servicing Agreement, dated as of April 1, 2021.
Exhibit 10.4	Second Amendment to Amended and Restated Trust Agreement of NILT Trust, dated as of March 31, 2021.
Exhibit 10.5	Limited Liability Company Agreement of NILT LLC, dated as of April 1, 2021.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NISSAN AUTO LEASING LLC II
By:	/s/ Douglas E. Gwin, Jr.
	Name: Douglas E. Gwin, Jr.
	Title: Assistant Treasurer

Date: April 6, 2021

EX-3.1

Exhibit 3.1

	State of Delaware
	Secretary of State
	Division of Corporations
CERTIFICATE OF CONVERSION	Delivered 05:47 PM 03/31/2021
	FILED 06:50 PM 03/31/2021
OF	SR 20211129550 - File Number 2918322

NISSAN-INFINITI LT

(a Delaware statutory trust)

TO

NISSAN-INFINITI LT LLC

(a Delaware limited liability company)

Pursuant to Section 18-214 of the Delaware Limited Liability Company Act, as amended, and Section 3821 of the Delaware Statutory Trust Act, as amended, the undersigned hereby certifies the following with respect to the conversion (the “Conversion”) of Nissan-Infiniti LT, a Delaware statutory trust (the “Other Entity”), to Nissan-Infiniti LT LLC, a Delaware limited liability company (the “Company”):

1.) The Other Entity was first formed in the State of Delaware on July 7, 1998. The jurisdiction of formation of the Other Entity immediately prior to the filing of this Certificate of Conversion is Delaware.

2.) The Other Entity is a Delaware statutory trust immediately prior to the filing of this Certificate of Conversion and the name of the Other Entity immediately prior to the filing of this Certificate of Conversion is:

Nissan-Infiniti LT

3.) The name of the limited liability company to which the Other Entity shall be converted, as set forth in the Certificate of Formation of the Company being filed contemporaneously herewith, is:

Nissan-Infiniti LT LLC

4.) The Conversion shall be effective on April 1, 2021 at 3:01 a.m. Eastern Daylight Time.

[ REMAINDER OF PAGE INTENTIONALLY BLANK ]

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Conversion as of this 31^st day of March, 2021.

NISSAN-INFINITI LT
By: Wilmington Trust Company, as Delaware Trustee
By:	/s/ Dorri Costello
Name: Dorri Costello
Title: Vice President

Certificate of Conversion (Nissan-Infiniti LT)

EX-3.2

Exhibit 3.2

CERTIFICATE OF FORMATION

OF

NISSAN-INFINITI LT LLC

1.) The name of the limited liability company (the “LLC”) is:

Nissan-Infiniti LT LLC

2.) The address of the registered office of the LLC in the State of Delaware is 251 Little Falls Drive, in the City of Wilmington, County of New Castle, Delaware 19808. The name of the LLC’s registered agent at such address is Corporation Service Company.

3.) Notice is hereby given pursuant to Section 18-215(b) of the Delaware Limited Liability Company Act that the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series of the LLC shall be enforceable against the assets of such series only and not against the assets of the LLC generally or any other series thereof, and, unless otherwise provided in the limited liability company agreement of the LLC, none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the LLC generally or any other series thereof shall be enforceable against the assets of such series.

4.) This Certificate of Formation shall be effective on April 1, 2021 at 3:01 a.m. Eastern Daylight Time.

[ REMAINDER OF PAGE INTENTIONALLY BLANK ]

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:47 PM 03/31/2021

FILED 06:50 PM 03/31/2021

SR 20211129550 - File Number 2918322

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of the LLC this 31st day of March, 2021.

/s/ Timothy Hauck

Name: Timothy Hauck

Authorized Person

Certificate of Formation (Nissan-Infiniti LT LLC)

EX-4.1

Exhibit 4.1

OMNIBUS AMENDMENT,

ASSUMPTION AGREEMENT

AND CONSENT

(NISSAN AUTO LEASE TRUST 2019-B)

THIS OMNIBUS AMENDMENT, ASSUMPTION AGREEMENT AND CONSENT, dated as of April 1, 2021 (this “Omnibus Amendment and Consent”), is by and among NISSAN AUTO LEASE TRUST 2019-B (the “Issuing Entity”), NISSAN MOTOR ACCEPTANCE COMPANY LLC (successor by conversion to Nissan Motor Acceptance Corporation, a California corporation), a Delaware limited liability company (in its individual capacity or in its capacity as Servicer, Administrator or Administrative Agent, as applicable, “NMAC”), NISSAN AUTO LEASING LLC II, a Delaware limited liability company (“NALL II”), as Depositor, Certificateholder or Transferee, as applicable, NISSAN-INFINITI LT LLC (successor by conversion to Nissan-Infiniti LT, a Delaware statutory trust), a Delaware limited liability company (the “Titling Company”), NILT LLC (successor by conversion to NILT Trust, a Delaware statutory trust), a Delaware limited liability company (“NILT LLC”), 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 Issuing Entity (the “Owner Trustee”), and solely for the purpose of acknowledging the termination of their roles under the Basic Documents, NILT, INC., as trustee for the Titling Trust (the “Titling Trustee”), 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, and is the:

(i) Second Supplement to the Indenture, dated as of July 24, 2019, by and between the Issuing Entity and U.S. Bank as indenture trustee (the “Indenture Trustee”), as supplemented by Supplement No. 1 to Indenture, dated as of March 19, 2021 (“Supplement No. 1”), between the Issuing Entity and the Indenture Trustee (before giving effect to this Omnibus Amendment and Consent, as supplemented by Supplement No. 1, the “Existing 2019-B Indenture” and, as so amended, the “2019-B Indenture”);

(ii) First Amendment to the Agreement of Definitions, dated as of July 24, 2019, by and between the Issuing Entity, NILT LLC, the Titling Company, NMAC, NALL II, the Owner Trustee, the Indenture Trustee, and solely for the purpose of this Omnibus Amendment and Consent, NILT, Inc. and the Delaware Trustee (before giving effect to this Omnibus Amendment and Consent, the “Existing 2019-B Agreement of Definitions” and, as so amended, the “2019-B Agreement of Definitions”);

(iii) First Amendment to 2019-B SUBI Servicing Supplement, dated as of July 24, 2019, by and between the Titling Company, NILT LLC, and NMAC, as Servicer (before giving effect to this Omnibus Amendment and Consent, the “Existing 2019-B SUBI Servicing Supplement” and, as so amended, the “2019-B Series Servicing Supplement”);

(iv) First Amendment to the Amended and Restated Trust Agreement for the Issuing Entity, dated as of July 24, 2019, by and between NALL II and the Owner Trustee (before giving effect to this Omnibus Amendment and Consent, the “Existing 2019-B Trust Agreement” and, as so amended, the “2019-B Trust Agreement”);

(v) First Amendment to the Trust Administration Agreement, dated as of July 24, 2019, by and among the Issuing Entity, NMAC, the Depositor and the Indenture Trustee (before giving effect to this Omnibus Amendment and Consent, the “Existing 2019-B Trust Administration Agreement” and, as so amended, the “2019-B Trust Administration Agreement”);

(vi) First Amendment to the SUBI Certificate Transfer Agreement, dated as of July 24, 2019, by and between NILT LLC, as transferor, and NALL II as transferee (before giving effect to this Omnibus Amendment and Consent, the “Existing 2019-B SUBI Certificate Transfer Agreement” and, as so amended, the “2019-B Series Certificate Transfer Agreement”);

(vii) First Amendment to the Trust SUBI Certificate Transfer Agreement, dated as of July 24, 2019, by and among NALL II, as transferor, and the Issuing Entity, as transferee (before giving effect to this Omnibus Amendment and Consent, the “Existing 2019-B Trust SUBI Certificate Transfer Agreement” and, as so amended, the “2019-B Trust Series Certificate Transfer Agreement”);

(viii) First Amendment to the Asset Representations Reviewer Agreement, dated as of July 24, 2019, by and among the Issuing Entity, NMAC, and Clayton (before giving effect to this Omnibus Amendment and Consent, the “Existing 2019-B ARR Agreement” and, as so amended, the “2019-B ARR Agreement”).

The agreements listed in preceding clauses (i) through (iii) and (v) through (viii), either before or after giving effect to this Omnibus Amendment and Consent, as the context requires, are referred to herein collectively as the “NY Amendment Documents”. The agreements listed in preceding clause (iv), either before or after giving effect to this Omnibus Amendment and Consent, as the context requires, are referred to herein collectively as the “DE Amendment Documents,” and together with the NY Amendment Documents, the “Amendment Documents.” Capitalized terms used but not defined herein have the meanings provided in the 2019-B Agreement of Definitions.

R E C I T A L S

WHEREAS, substantially simultaneously with the effectiveness of this Omnibus Amendment and Consent, the following conversions (each, a “Conversion”) shall occur: (i) Nissan-Infiniti LT, a Delaware statutory trust, is converting to Nissan-Infiniti LT LLC, a Delaware limited liability company (the “Titling Trust”), (ii) NILT Trust, a Delaware statutory trust, is converting to NILT LLC, a Delaware limited liability company, and (iii) Nissan Motor Acceptance Corporation, a California corporation, is converting to Nissan Motor Acceptance Company LLC, a Delaware limited liability company (each of Nissan-Infiniti LT LLC, NILT LLC and Nissan Motor Acceptance Company LLC is sometimes hereinafter referred to as a “Converted Party”);

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WHEREAS, immediately prior to the Conversion of Nissan-Infiniti LT to the Titling Company, the Titling Trustee of Nissan-Infiniti LT will merge with and into Nissan-Infiniti LT (the “Merger”) and upon such Merger and the forgoing Conversion, the Titling Trustee’s separate existence and role under the Basic Documents shall terminate;

WHEREAS, as a result of the Conversion of Nissan-Infiniti LT to the Titling Company, (i) certain Trust Documents (as defined in the Existing Agreement of Definitions) will be replaced with new agreements or amended and restated counterparts of their respective Titling Company Documents (as defined in the Agreement of Definitions), (ii) the roles of the Trust Agent and the Delaware trustee of Nissan-Infiniti LT, and the trustee of NILT Trust, will be eliminated, (iii) NILT LLC will become the sole Member of the Titling Company rather than Grantor and Beneficiary of Nissan-Infiniti LT, (iv) U.S. Bank will become the “Titling Company Registrar” for the Titling Company, and (v) each outstanding “special unit of beneficial interest” (each a “SUBI”) of Nissan-Infiniti LT will be converted to a separate series of limited liability company interest in the Titling Company (each, a “Series Interest”), and in particular, the 2019-B SUBI Certificate acquired by the Issuing Entity under the Existing 2019-B Trust SUBI Certificate Transfer Agreement will be converted to the 2019-B Series Certificate and thereby will continue to be owned by the Issuing Entity and pledged to the Indenture Trustee;

WHEREAS, in connection with the Conversions, each of the Converted Parties (in each case, in every capacity) wishes expressly (i) to confirm all of its rights, remedies, powers and privileges (in every capacity) under, or with respect to, each Amendment Document (as in effect immediately after giving effect to this Omnibus Amendment and Consent) to which it was or is a party (or by which it was or is bound), (ii) to confirm, and to agree to continue to perform, each and every one of its obligations (including without limitation, obligations with respect to indemnities) under, or with respect to, each Amendment Document (as in effect immediately after giving effect to this Omnibus Amendment and Consent) and each other Basic Document to which it was or is a party (or by which it was or is bound), (iii) to continue to be or become a party to (and otherwise be bound by, or subject to) each Amendment Document (as in effect immediately after giving effect to this Omnibus Amendment and Consent) and each other Basic Document to which it was a party (or by which it was bound or to which it was subject) to the same extent as would have been the case had the Conversion not occurred, and (iv) to update its addresses for notices under all of the Basic Documents to the addresses set forth in Schedule II attached hereto;

WHEREAS, the parties to this Omnibus Amendment and Consent desire to amend each Amendment Document, in each case, to the extent it was (or is becoming) a party thereto, to give effect to the events described in the preceding WHEREAS clauses;

WHEREAS, NMAC, NILT LLC, NALL II and the Issuing Entity desire that this Omnibus Amendment and Consent be deemed to satisfy all notice requirements set forth in the Amendment Documents (as in effect immediately before giving effect to this Omnibus Amendment and Consent) resulting from, or related to, the amendments set forth herein, the Conversions and the Merger, and all parties hereto are willing to deem satisfied all such notice requirements; and

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NOW, THEREFORE, based upon the above Recitals, the mutual premises and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

SECTION 1. CONFIRMATION OF ASSUMPTION OF OBLIGATIONS.

(a) Without in any way limiting the generality of any assumption which may occur by operation of law pursuant to which any Converted Party has assumed (or may assume) the obligations of Nissan-Infiniti LT, NILT Trust or Nissan Motor Acceptance Corporation, as applicable, prior to the Conversion, each Converted Party hereby expressly (i) confirms all of its rights, remedies, powers and privileges under, or with respect to, each Amendment Document (as in effect immediately after giving effect to this Omnibus Amendment and Consent) to which it was or is a party (or by which it was or is bound), (ii) confirms, and agrees to continue to perform, each and every one of its obligations (in every capacity, including without limitation, obligations with respect to indemnities) under, or with respect to, each Amendment Document (as in effect immediately after giving effect to this Omnibus Amendment and Consent) and each other Basic Document to which it was or is a party (or by which it was or is bound) and (iii) agrees to continue to be or become a party to (and otherwise be bound by, or subject to) each Amendment Document (as in effect immediately after giving effect to this Omnibus Amendment and Consent) and each other Basic Document to which it was, is or is intended to be a party (or by which it was, is or is intended to be bound) to the same extent as would have been the case had the Conversion not occurred.

SECTION 2. AMENDMENTS TO EXISTING 2019-B INDENTURE.

The parties to the Existing 2019-B Indenture hereby amend the Existing 2019-B Indenture by:

(a) amending the existing references to the various parties, roles, agreements and terms to the new references listed opposite such existing references on Schedule I attached hereto;

(b) in Section 5.04(a)(iv), deleting the words “Section 12.05(b) of”;

(c) in Section 8.02(a), deleting the words “Section 14.01 of”; and

(d) in Section 8.05(a), deleting the words “Section 4.02(a) of the Titling Trust Agreement” and replacing such words with “Section 12 of the 2019-B Series Supplement”.

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SECTION 3. AMENDMENTS TO EXISTING 2019-B AGREEMENT OF DEFINITIONS.

The parties to the Existing 2019-B Agreement of Definitions hereby amend the Existing 2019-B Agreement of Definitions (other than the recitals thereto) by:

(a) amending the existing references to the various parties, roles, agreements and terms to the new references listed opposite such existing references on Schedule I attached hereto;

(b) by deleting the reference to “Section 4.02 of” in the defined term “Collection Account”;

(c) by deleting the defined term “Payment Ahead” in its entirety;

(d) by deleting the defined term “Permitted Investments” in its entirety and replacing it with the following:

“ “Permitted Investments” means, at any time with respect to the Unallocated Assets or any Series, any one or more of the following obligations, instruments or securities:

(i) obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States or any agency thereof, provided such obligations are backed by the full faith and credit of the United States;

(ii) general obligations of or obligations guaranteed by FNMA or any State; provided that, if any related Rated Securities are outstanding, such obligations have the highest available credit rating from each Rating Agency for such obligations;

(iii) securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States or of any State; provided, that if any related Rated Securities are outstanding, at the time of such investment or contractual commitment providing for such investment, either (a) the long-term unsecured debt of such corporation has the highest available rating from each Rating Agency for such obligations or (b) the commercial paper or other short-term debt of such corporation that is then rated has the highest available credit rating of each Rating Agency for such obligations;

(iv) certificates of deposit issued by any depository institution or trust company (including the Titling Company Registrar) incorporated under the laws of the United States or any State and subject to supervision and examination by banking authorities of one or more of such jurisdictions; provided that, if any related Rated Securities are outstanding, the short-term unsecured debt obligations of such depository institution or trust company has the highest available credit rating of each Rating Agency for such obligations;

(v) certificates of deposit that are issued by any bank, trust company, savings bank or other savings institution and fully insured by the FDIC;

(vi) investments in money market funds (including funds for which the Titling Company Registrar or any of its Affiliates is investment manager or advisor) having a rating from S&P of AAA-m or AAAm-G and from Moody’s of Aaa;

(vii) repurchase obligations held by the Titling Company Registrar, with respect to any obligation or security described in clauses (i), (ii) or (viii) hereof or any other obligation or security issued or guaranteed by any other agency or instrumentality of the United States, in either case entered into with a federal agency or a depository institution or trust company (acting as principal) described in clause (iv) above; and

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(viii) such other obligations, instruments or securities as may be directed by the Servicer; provided, that if any Rated Securities are outstanding, such obligations, instruments or securities shall be acceptable to each relevant Rating Agency, as evidenced by a letter from such Rating Agency to the Titling Company Registrar to the effect that investments of such type will not result in a Ratings Effect;

provided, that, each of the foregoing obligations, instruments and securities shall mature no later than the Business Day prior to the Payment Date (other than in the case of the investment of monies in obligations, instruments or securities of which the entity at which the related account is located is the obligor, which may mature on such date), and shall be required to be held to such maturity.

Notwithstanding the foregoing, (i) no Permitted Investment may be purchased at a premium and (ii) no obligation or security may be a “Permitted Investment” unless (a) the Titling Company Registrar has control (within the meaning of Section 8-106 of the UCC) over such obligation or security and (b) at the time such obligation or security was delivered to the Titling Company Registrar or the Titling Company Registrar became the related Entitlement Holder, the Titling Company Registrar did not have notice of any adverse claim with respect thereto within the meaning of Section 8-105 of the UCC.

For purposes of this definition, any reference to the highest available credit rating of an obligation shall mean the highest available credit rating for such obligation (excluding any “+” signs associated with such rating) or such lower credit rating (as approved in writing by each Rating Agency) as will not result in a Rating Event.”;

(e) by deleting the defined term “Proceeding” in its entirety and replacing it with the following:

“ “Proceeding” means any suit or action at law or in equity or any other judicial or administrative proceeding, including any bankruptcy proceeding.”;

(f) by deleting the defined term “Related Beneficiary” in its entirety and replacing it with the following:

“ “Related Beneficiary” has the meaning set forth in the Titling Company Servicing Agreement.”;

(g) by deleting the defined term “Required Deposit Rating” in its entirety and replacing it with the following:

“ “Required Deposit Rating” means, with respect to any entity and any Series Account, that (i) the short-term unsecured debt obligations of such entity are rated in the highest short-term rating category by each Rating Agency (excluding any “+” signs associated with such rating) or (ii) such entity is a depository institution or trust company having a long-term unsecured debt rating acceptable to each Rating Agency and corporate trust powers and the related Series Account is maintained in a segregated trust account in the corporate trust department of the related entity.”;

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(h) by deleting the defined term “Required Related Holders” in its entirety and replacing it with the following:

“ “Required Related Holders” means the Issuing Entity; provided that so long as the Lien of the Indenture is in place, the “Required Related Holders” shall be deemed to be the Indenture Trustee (as Registered Pledgee of the 2019-B Series Certificate), acting at the direction of the Required Percentage of the Noteholders and thereafter, the Owner Trustee, acting at the direction of the Required Percentage of the Trust Certificateholders (which for this purpose shall include the Trust Certificates owned by the Issuing Entity, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and any of their respective Affiliates) until the final distribution is made with respect to the 2019-B Series Assets.”;

(i) by deleting the reference to “Section 4.02 of” in the defined term “SUBI Collection Account”;

(j) by deleting the defined term “UTI” in its entirety and replacing it with the following:

“ “Unallocated Assets” has the meaning set forth in the Titling Company Agreement.”; and

(k) by deleting the defined term “UTI Certificate” in its entirety and replacing it with the following:

“ “Unallocated Assets Certificate” has the meaning set forth in the Titling Company Agreement.”.

SECTION 4. AMENDMENTS TO EXISTING 2019-B SUBI SERVICING SUPPLEMENT.

The parties to the Existing 2019-B SUBI Servicing Supplement hereby amend the Existing 2019-B SUBI Servicing Supplement (other than the recitals thereto) by:

(a) amending the existing references to the various parties, roles, agreements and terms to the new references listed opposite such existing references on Schedule I attached hereto;

(b) notwithstanding clause (a) above, in Sections 8.02(a) and (b), deleting the references to “Titling Trustee” and replacing such references with “Administrator”;

(c) in Section 8.02(e), deleting the reference to “Section 2.06(f)” and replacing such reference with “Section 2.06(b);

7

(d) in Section 8.12(b), deleting the words “ in addition to complying with the notice requirements of Section 4.01(b) of the Basic Servicing Agreement (except that references therein to Registered Pledgees shall mean each Registered Pledgee of the 2019-B SUBI Certificate),”;

(e) in Section 8.12(c), deleting the words “In addition to the provisions of Section 4.01(c) of the Basic Servicing Agreement, if” and replacing such words with “If”;

(f) in Section 8.12(c), deleting the words “Notwithstanding the provisions of Section 4.01(e) of the Basic Servicing Agreement, with respect to any Servicer Default related to the 2019-B SUBI Assets, the Titling Trustee” and replacing such words with “The Titling Company Registrar”;

(g) in Section 8.15, deleting the words “Notwithstanding anything to the contrary in Section 2.03 of the Basic Servicing Agreement, the” and replacing such words with “The”;

(h) deleting Section 9.02 in its entirety and replacing it with the following:

“Governing Law. This 2019-B Servicing Supplement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to any otherwise applicable principles of conflict of laws (other than Section 5-1401 of the New York General Obligations Law).”

(i) deleting Section 9.12 in its entirety and replacing such section with “[Reserved].”.

SECTION 5. AMENDMENTS TO EXISTING 2019-B TRUST AGREEMENT.

The parties to the Existing 2019-B Trust Agreement hereby amend the Existing 2019-B Trust Agreement (other than the recitals thereto) by amending the existing references to the various parties, roles, agreements and terms to the new references listed opposite such existing references on Schedule I attached hereto.

SECTION 6. AMENDMENTS TO EXISTING 2019-B TRUST ADMINISTRATION AGREEMENT.

The parties to the Existing 2019-B Trust Administration Agreement hereby amend the Existing 2019-B Trust Administration Agreement (other than the recitals thereto) by amending the existing references to the various parties, roles, agreements and terms to the new references listed opposite such existing references on Schedule I attached hereto;

SECTION 7. AMENDMENTS TO EXISTING 2019-B SUBI CERTIFICATE TRANSFER AGREEMENT.

The parties to the Existing 2019-B SUBI Certificate Transfer Agreement hereby amend the Existing 2019-B SUBI Certificate Transfer Agreement (other than the recitals thereto) by:

(a) amending the existing references to the various parties, roles, agreements and terms to the new references listed opposite such existing references on Schedule I attached hereto; and

8

(b) deleting Section 2.06 in its entirety and replacing it with the following:

“Release of Claims. Pursuant to Sections 4.1(f), 4.1(g) and 10.1 of the Titling Company Agreement, the Transferee hereby covenants and agrees for the express benefit of the Member and each holder from time to time of the Unallocated Assets Certificate and any Series Certificate that the Transferee shall release all claims to the Unallocated Assets and the related Other Series Assets, respectively, and, in the event such release is not given effect, to subordinate fully all claims it may be deemed to have against the Unallocated Assets or such Other Series Assets, as the case may be.”.

SECTION 8. AMENDMENTS TO EXISTING 2019-B TRUST SUBI CERTIFICATE TRANSFER AGREEMENT.

The parties to the Existing 2019-B Trust SUBI Certificate Transfer Agreement hereby amend the Existing 2019-B Trust SUBI Certificate Agreement (other than the recitals thereto) by:

(a) amending the existing references to the various parties, roles, agreements and terms to the new references listed opposite such existing references on Schedule I attached hereto; and

(b) deleting Section 2.06 in its entirety and replacing it with the following:

“Release of Claims. Pursuant to Sections 4.1(f), 4.1(g) and 10.1 of the Titling Company Agreement, the Transferee hereby covenants and agrees for the express benefit of the Member and each holder from time to time of the Unallocated Assets Certificate and any Series Certificate that the Transferee shall release all claims to the Unallocated Assets and the related Other Series Assets, respectively, and, in the event such release is not given effect, to subordinate fully all claims it may be deemed to have against the Unallocated Assets or such Other Series Assets, as the case may be.”.

SECTION 9. AMENDMENTS TO EXISTING 2019-B ARR AGREEMENT.

The parties to the Existing 2019-B ARR Agreement hereby amend the Existing 2019-B ARR Agreement (other than the recitals thereto) by amending the existing references to the various parties, roles, agreements and terms to the new references listed opposite such existing references on Schedule I attached hereto.

SECTION 10. AMENDMENT DOCUMENTS IN FULL FORCE AND EFFECT, AS AMENDED.

All the terms and conditions of the Amendment Documents and the other Basic Documents (including all obligations of any Converted Party (including without limitation all obligations with respect to indemnities)) shall remain in full force and effect, as amended by this Omnibus Amendment and Consent. All references to the Amendment Documents in any other document or instrument shall be deemed to mean such Amendment Document, as amended by this Omnibus Amendment and Consent. This Omnibus Amendment and Consent shall not constitute a novation of any Amendment Document, but shall constitute an amendment thereto. The parties hereto agree to be bound by the terms and obligations of the Amendment Documents, as amended by this Omnibus Amendment and Consent, as though the terms and obligations of the Amendment Documents were set forth herein.

9

SECTION 11. CONSENTS; NOTICE REQUIREMENTS DEEMED SATISFIED.

(a) The Depositor hereby directs the Issuing Entity to consent to the amendments set forth herein, the replacement or amended documents dated and executed on and as of the date hereof (or such other date specified below), as set forth below, the Merger and each Conversion. The Issuing Entity, at the direction of the Depositor, hereby so consents, which consent with respect to the Second Amendment to the Amended and Restated Trust Agreement of NILT Trust shall be effective as of March 31, 2021.

(b) The parties hereto (to the extent a party whose consent is required under the governing documents of the Titling Trustee and the Titling Trust prior to the Merger and the Conversion) hereby consent, effective as of March 31, 2021, to the Agreement and Plan of Merger, dated as of March 31, 2021 (the “Plan”), between the Titling Trustee and the Titling Trust, substantially in the form attached hereto as Exhibit A. Such parties further agree that upon consummation of the Merger, the Titling Trustee’s separate existence and its role as Titling Trustee under the Titling Trust Agreement will be terminated. In furtherance of the Merger, each of the parties hereto entitled to direct the Delaware Trustee under the Titling Trust Agreement hereby authorizes and instructs the Delaware Trustee, as sole remaining trustee under the Titling Trust Agreement, to execute any all documents on behalf of the Titling Trust necessary to consummate the Merger, including, without limitation, execution and filings of a Certificate of Merger with the Secretary of State of the State of Delaware (the “Secretary of State”).

(c) The parties hereto (to the extent a party whose consent is required under the replaced or amended documents, or to the change or elimination of the capacities of certain parties thereunder) hereby consent to the following replacement or amended documents dated and executed on and as of the date hereof, in each case in the forms delivered to such parties, and to the change or elimination of the capacities of certain parties thereto as provided therein (and in connection therewith, deem satisfied any and all notice requirements relating to such amendments or changes):

(i) Limited Liability Company Agreement of the Titling Company;

(ii) Amended and Restated Servicing Agreement of the Titling Company;

(iii) 2019-B Series Supplement relating to the 2019-B Series Interest and the related 2019-B Series Certificate;

(iv) Second Amendment to the Amended and Restated Trust Agreement of NILT Trust, dated as of March 31, 2021; and

(v) Limited Liability Company Agreement of NILT LLC.

In furtherance of the foregoing, each of the parties hereto entitled to direct the Delaware Trustee under the Titling Trust Agreement hereby authorizes and instructs the Delaware Trustee to execute any all documents on behalf of the Titling Trust necessary to consummate the Conversion of the Titling Trust, including, without limitation, execution and filing of a Certificate of Conversion with the Secretary of State.

10

(d) The parties hereto hereby agree that this the Omnibus Amendment is deemed to satisfy all notice requirements with respect to such party relating thereto set forth in the Amendment Documents (as in effect before giving effect to this Omnibus Amendment and Consent) with respect to the amendments set forth herein and with respect to any changes of name, location or corporate form or otherwise of the various parties, each in connection with its respective Conversion.

(e) For the purposes of Section 11(b) above, NILT Trust, as of March 31, 2021, hereby directs the Titling Trustee, the trustee of NILT Trust, the Delaware Trustee and the Trust Agent to execute this Omnibus Amendment and Consent.

SECTION 12. CONDITIONS TO EFFECTIVENESS; AUTHORITY TO FILE.

The obligations of the parties hereto to enter into this Omnibus Amendment and Consent and the effectiveness of this Omnibus Amendment and Consent is subject to satisfaction of the following conditions, and this Omnibus Amendment and Consent shall be effective immediately after all of the following occur (such date, the “Effective Date”), without further action by any party other than the following:

(a) the Rating Agency Condition shall have been satisfied with respect to the amendments made to the Amendment Documents in this Omnibus Amendment and Consent;

(b) the parties hereto shall have received a duly executed counterpart of this Omnibus Amendment and Consent from each party hereto;

(c) the required opinions and officers’ certificates shall have been delivered to the Indenture Trustee and the Owner Trustee pursuant to the Existing 2019-B Indenture, the Existing 2019-B SUBI Servicing Supplement, the Existing 2019-B Trust Agreement, the Existing 2019-B SUBI Certificate Transfer Agreement and the Existing 2019-B ARR Agreement.

Upon receipt of evidence of satisfaction of the conditions set forth above, NMAC shall provide written notice to the Indenture Trustee, the Owner Trustee and the Delaware Trustee stating that the conditions to effectiveness of this Amendment have been satisfied and identifying the Effective Date.

Upon the Effective Date, the Indenture Trustee hereby authorizes each of NILT LLC, NALL II and the Issuing Entity (or its respective designee), as applicable, to file each of the UCC-1 financing statements and UCC-3 financing statement amendments, in each case with the Secretary of State of Delaware, as may be deemed necessary or desirable to maintain the perfection of the security interest granted to the Indenture Trustee pursuant to the 2019-B Indenture.

11

SECTION 13. MISCELLANEOUS.

(a) This Omnibus Amendment and Consent and any Basic Document may be executed (including by way of electronic or facsimile transmission) in any number of counterparts and by separate parties hereto on separate counterparts, each of which when executed shall be deemed an original, but all counterparts taken together shall constitute one and the same instrument. The parties acknowledge and agree that they may execute this Omnibus Amendment and Consent and any Basic Document and any variation or amendment to the same, by electronic instrument. The parties agree that the electronic signatures appearing on the document shall have the same effect as handwritten signatures and the use of an electronic signature on this Omnibus Amendment and Consent and any Basic Document shall have the same validity and legal effect as the use of a signature affixed by hand and is made with the intention of authenticating this Omnibus Amendment and Consent and any such Basic Document, applicable and evidencing the parties’ intention to be bound by the terms and conditions contained herein and therein. For the purposes of using an electronic signature, the parties authorize each other to the lawful processing of personal data of the signers for contract performance and their legitimate interests including contract management.

(b) The descriptive headings of the various sections of this Omnibus Amendment and Consent are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.

(c) The failure or unenforceability of any provision hereof shall not affect the other provisions of this Omnibus Amendment and Consent.

(d) SOLELY WITH RESPECT TO THE NY AMENDMENT DOCUMENTS, THIS OMNIBUS AMENDMENT AND CONSENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS OMNIBUS AMENDMENT AND CONSENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND SHALL BE SUBJECT TO THE WAIVER OF JURY TRIAL AND NOTICE PROVISIONS OF THE INDENTURE.

(e) SOLELY WITH RESPECT TO THE DE AMENDMENT DOCUMENTS, THIS OMNIBUS AMENDMENT AND CONSENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

(f) It is expressly understood and agreed by the parties hereto that (a) this Omnibus Amendment and Consent is executed and delivered by Wilmington Trust, National Association (“WTNA”), not individually or personally, but solely as Owner Trustee of the Issuing Entity, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as a personal representation, undertaking or agreement by WTNA, but is made and intended for the purpose of binding only the Issuing Entity, (c) nothing herein contained shall be construed

12

as creating any liability on WTNA, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall WTNA be personally liable for the payment of any indebtedness or expenses of the Issuing Entity or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity under this Omnibus Amendment and Consent or any other related documents

(g) Notwithstanding any provision of this Omnibus Amendment and Consent to the contrary, (i) the Titling Company is executing and delivering this Omnibus Amendment and Consent solely on behalf of and with respect to Nissan-Infiniti LT LLC – 2019-B Series, a designated series of the Titling Company, and (ii) any liabilities of the Titling Company arising hereunder will be satisfied only out of the assets that have been allocated to and associated with Nissan-Infiniti LT LLC – 2019-B Series and not against the assets of the Titling Company generally or of any other series of the Titling Company.

[Remainder of Page Intentionally Left Blank]

13

IN WITNESS WHEREOF, the parties have caused this Omnibus Amendment and Consent to be executed by their respective officers thereunto duly authorized, as of the date first written above.

NISSAN MOTOR ACCEPTANCE COMPANY LLC,
in its individual capacity and as Servicer, Administrator and Administrative Agent
By:	/s/ Douglas E. Gwin, Jr.
Name:	Douglas E. Gwin, Jr.
Title:	Assistant Treasurer
NISSAN AUTO LEASING LLC II, as Depositor,
Certificateholder and Transferee
By:	/s/ Douglas E. Gwin, Jr.
Name:	Douglas E. Gwin, Jr.
Title:	Assistant Treasurer
NISSAN-INFINITI LT LLC, as Titling Company
By:	/s/ Douglas E. Gwin, Jr.
Name:	Douglas E. Gwin, Jr.
Title:	Assistant Treasurer
NILT LLC, as Member
By:	/s/ Douglas E. Gwin, Jr.
Name:	Douglas E. Gwin, Jr.
Title:	Assistant Treasurer

[Signature Page to Omnibus Amendment (NALT 2019-B)]

NISSAN AUTO LEASE TRUST 2019-B, as Issuing Entity

By: WILMINGTON TRUST, NATIONAL ASSOCIATION,

not in its individual capacity, but solely as Owner Trustee

By:	/s/ Dorri Costello
Name:	Dorri Costello
Title:	Vice President
WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee
By:	/s/ Dorri Costello
Name:	Dorri Costello
Title:	Vice President

[Signature Page to Omnibus Amendment (NALT 2019-B)]

U.S. BANK NATIONAL ASSOCIATION,
as Indenture Trustee
By:	/s/ Brian W. Kozack
Name:	Brian W. Kozack
Title:	Vice President
U.S. BANK NATIONAL ASSOCIATION,
as Titling Company Registrar
By:	/s/ Brian W. Kozack
Name:	Brian W. Kozack
Title:	Vice President

[Signature Page to Omnibus Amendment (NALT 2019-B)]

CLAYTON FIXED INCOME SERVICES LLC, as
Asset Representations Reviewer
By:	/s/ Susan Connally
Name:	Susan Connally
Title:	Vice President

[Signature Page to Omnibus Amendment (NALT 2019-B)]

Solely with respect to Section 11(b) (to the extent a party whose consent is required) and for the Acknowledgement of Termination of its respective Role under the Basic Documents:
NILT, INC., as Titling Trustee
By:	/s/ Brian W. Kozack
Name:	Brian W. Kozack
Title:	Vice President
U.S. BANK NATIONAL ASSOCIATION, as Trust Agent
By:	/s/ Brian W. Kozack
Name:	Brian W. Kozack
Title:	Vice President
U.S. BANK TRUST NATIONAL ASSOCIATION, as trustee for NILT Trust
By:	/s/ Brian W. Kozack
Name:	Brian W. Kozack
Title:	Vice President
WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Delaware Trustee
By:	/s/ Dorri Costello
Name:	Dorri Costello
Title:	Vice President

[Signature Page to Omnibus Amendment (NALT 2019-B)]

Solely with respect to Section 11(e), prior to the Conversion
NILT TRUST
By: Nissan Motor Acceptance Corporation, as administrator
By:	/s/ Douglas E. Gwin, Jr.
Name:	Douglas E. Gwin, Jr.
Title:	Assistant Treasurer

[Signature Page to Omnibus Amendment (NALT 2019-B)]

SCHEDULE I

Amendments to References

Existing Reference	New Reference
Basic Servicing Agreement	Titling Company Servicing Agreement
Grantor	Member (of Titling Company)
NILT Trust, a Delaware statutory trust	NILT LLC, a Delaware limited liability company
Nissan-Infiniti LT, a Delaware statutory trust	Nissan-Infiniti LT LLC, a Delaware limited liability company
Nissan Motor Acceptance Corporation, a California corporation	Nissan Motor Acceptance Company LLC, a Delaware limited liability company
Servicing Supplement	Series Servicing Supplement
Special unit of beneficial interest	limited liability company interest in the series
SUBI	Series
SUBI Certificate	Series Certificate
SUBI Certificate Transfer Agreement	Series Certificate Transfer Agreement
SUBI Servicing Supplement	Series Servicing Supplement
SUBI Supplement	Series Supplement
SUBI Trust Agreement (Titling Trust Agreement as modified by SUBI Supplement)	Series LLC Agreement (Titling Company Agreement as modified by Series Supplement), or Series Titling Company Agreement
Sub-Trust	Series
Titling Trust	Titling Company
Titling Trust Agreement	Titling Company Agreement
Trust Account	Series Account

Trust Asset	Titling Company Asset
Trust Document	Titling Company Document
UTI	Unallocated Assets
UTI Assets	Unallocated Assets
UTI Beneficiary	Member (of Titling Company)
UTI Certificate	Unallocated Assets Certificate

SCHEDULE II

Amendments to Notice Information

Nissan Motor Acceptance Company LLC

One Nissan Way

Franklin, Tennessee 37067

Attention: Douglas Gwin

E-mail: Doug.gwin@nissan-usa.com

NILT LLC

One Nissan Way

Franklin, Tennessee 37067

Attention: Douglas Gwin

E-mail: Doug.gwin@nissan-usa.com

Nissan-Infiniti LT LLC

One Nissan Way

Franklin, Tennessee 37067

Attention: Douglas Gwin

E-mail: Doug.gwin@nissan-usa.com

EXHIBIT A

Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger (this “Plan”) is made as of March 31, 2021, by and among NILT, Inc., a Delaware corporation (the “Merging Company”) and Nissan-Infiniti LT, a Delaware statutory trust (the “Surviving Entity”).

RECITALS

WHEREAS, the Surviving Entity is a statutory trust duly organized and existing under the laws of the State of Delaware;

WHEREAS, the Merging Company is a corporation duly organized and existing under the laws of the State of Delaware;

WHEREAS, NILT Trust, a Delaware statutory trust (the “Beneficiary”), owns all of the issued and outstanding shares of capital stock of the Merging Company and is sole beneficiary of the Surviving Entity;

WHEREAS, the Beneficiary has approved this Plan, and declared it advisable that the Merging Company merge with and into the Surviving Entity, which shall be the surviving entity, in the manner and upon the terms and conditions hereinafter set forth and with the effect provided by and pursuant to the applicable provisions of Delaware Statutory Trust Act (The “DSTA”) and the Delaware General Corporation Law (the “Act” and, together with the DSTA, the “Law”), which law permits the Merger herein contemplated;

WHEREAS, immediately following the execution and delivery of this Plan by the parties hereto, the Beneficiary will deliver a written consent adopting the Plan in accordance with the applicable provisions of the Law; and

WHEREAS, for United States federal income tax purposes, the parties intend that the Merger (as defined below) qualify as a reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and the parties intend, by executing this Agreement, to adopt a plan of reorganization within the meaning of Section 368 of the Code and the Treasury Regulations promulgated thereunder.

PLAN

NOW, THEREFORE, the parties to this Plan, in consideration of the foregoing and the mutual covenants, agreements and provisions hereinafter contained, do hereby agree as follows:

The Merger. At the Effective Time (as defined below), upon the terms and subject to the conditions set forth in this Plan and in accordance with the applicable provision of the Law, the Merging Company shall be merged with and into the Surviving Entity (the “Merger”), the separate existence of Merging Company shall cease and the existence of the Surviving Entity shall continue unaffected and unimpaired by the merger with all of the rights, privileges, immunities and powers and subject to all the duties and liabilities of a statutory trust organized under the Law.

Effective Time. The Merger shall become effective upon the date and time specified in the certificate of merger filed with the Delaware Secretary of State (the “Effective Time”).

Effects of the Merger. From and after the Effective Time, the Merger shall have the effects set forth in the applicable provision of the Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the properties, rights, privileges, powers and franchises of the Merging Company shall vest in the Surviving Entity, and all debts, liabilities and duties of the Merging Company shall become the debts, liabilities and duties of Surviving Entity. At any time, or from time to time, after the Effective Time, any authorized persons of the Surviving Entity may, in the name of the Merging Company execute and deliver all such proper deeds, assignments and other instruments and take or cause to be taken all such further or other action as the Surviving Entity may deem necessary or desirable in order to (a) vest, perfect or confirm the Surviving Entity’s title to and possession of all of the Merging Company’s property, rights, privileges, powers, franchises, immunities and interests and (b) otherwise carry out the purposes of this Plan.

Outstanding Shares. All of the issued and outstanding shares of capital stock of the Merging Company shall, at the Effective Time, by virtue of the Merger and without any action on the part of the Surviving Entity, be cancelled and cease to exist. All of the beneficial interests in the Surviving Entity shall continue unaffected and unimpaired by the Merger and shall continue to represent 100% of the beneficial interests in the Surviving Entity.

Organizational Documents. The certificate of trust and trust agreement of the Surviving Entity at the Effective Time shall be the certificate of trust and trust agreement of the Surviving Entity, respectively, each in full force and effect, until the same shall be altered or amended as therein provided or as provided by law.

Benefit. This Plan shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

Entire Agreement. This Plan contains the entire agreement between the parties hereto with respect to the Merger and supersedes all prior arrangements or understandings with respect thereto.

Amendment. This Plan may not be amended except by a writing signed by all parties hereto.

Counterpart. This Plan may be signed in counterpart and by facsimile signature or other form of electronic transmission, each of which shall constitute an original and all of which shall constitute one and the same instrument.

Governing Law. This Plan shall be governed by and construed in accordance with the laws of the State of Delaware.

[Remainder of page intentionally left blank; signature page follows.]

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IN WITNESS WHEREOF, the Surviving Entity and the Merging Company have caused this Agreement and Plan of Merger to be signed as of the date first set forth above.

NILT, INC.
By:	/s/ Kevin J. Cullum
Name:	Kevin J. Cullum
Title:	Director
NISSAN-INFINITI LT
By: Nissan Motor Acceptance Corporation, as Servicer
By:	/s/ Kevin J. Cullum
Name:	Kevin J. Cullum
Title:	President

[Signature Page to Agreement and Plan of Merger]

EX-10.1

Exhibit 10.1

LIMITED LIABILITY COMPANY AGREEMENT

of

NISSAN-INFINITI LT LLC,

a Delaware limited liability company

dated as of April 1, 2021

between

NILT LLC,

as Member,

NISSAN MOTOR ACCEPTANCE COMPANY LLC,

as Administrator,

and

U.S. BANK NATIONAL ASSOCIATION,

as Titling Company Registrar

TABLE OF CONTENTS

		Page
ARTICLE I
USAGE AND DEFINITIONS
Section 1.1	General Definitions		2
Section 1.2	Interpretation		2
ARTICLE II
ORGANIZATION
Section 2.1	Formation, Name, Location of Office		3
Section 2.2	Registered Office in Delaware		4
Section 2.3	Registered Agent		4
Section 2.4	Purposes and Powers		4
Section 2.5	Banking Activities		5
Section 2.6	Tax Reporting and Characterization		6
Section 2.7	Execution of Documents		6
Section 2.8	Conduct of Operations		7
Section 2.9	No State Law Partnership		10
Section 2.10	Liability to Third Parties		10
Section 2.11	No Personal Liability of any Holder, Independent Manager, Officer, etc		11
Section 2.12	Limited Liability and Bankruptcy Remoteness		11
Section 2.13	Term		11
ARTICLE III
MANAGEMENT OF THE COMPANY AND EACH SERIES; INDEPENDENT MANAGERS; OFFICERS
Section 3.1	General Management of the Company		11
Section 3.2	Appointment and Term		11
Section 3.3	Independent Managers		12
Section 3.4	Power to Bind Company		13
Section 3.5	Restrictions on the Power of the Administrator		13
Section 3.6	Duties and Obligations of the Administrator		13
Section 3.7	Resignation		14
Section 3.8	Removal of Independent Manager		14
Section 3.9	Filling of Vacancies		14

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TABLE OF CONTENTS

(continued)

		Page
Section 3.10	Independent Manager Compensation		14
Section 3.11	Liability of Independent Managers		15
Section 3.12	Authorized Officers		15
Section 3.13	Duties of Administrator, Independent Managers and Officers		16
Section 3.14	Special Member		16
ARTICLE IV
SERIES INTERESTS; UNALLOCATED ASSETS
Section 4.1	Designation of the Series Interests; Unallocated Assets		17
Section 4.2	Capital Contributions		20
Section 4.3	Allocation of Series Assets; Servicing Agreements		21
Section 4.4	Titling Company Accounts		24
ARTICLE V
THE CERTIFICATES
Section 5.1	Authentication and Delivery; Form		24
Section 5.2	Mutilated, Destroyed, Lost or Stolen Certificates		25
Section 5.3	Persons Deemed Holders		25
Section 5.4	Registration of Transfer and Exchange of Certificates		26
Section 5.5	Maintenance of Office or Agency		26
Section 5.6	Cooperation with Servicers		27
Section 5.7	Registered Pledge		27
Section 5.8	Article 8 Election		27
ARTICLE VI
ACCOUNTING AND REPORTS TO HOLDERS
Section 6.1	Accounting and Reports to Holders, the Internal Revenue Service and Others		28
ARTICLE VII
THE ADMINISTRATOR AND THE TITLING COMPANY REGISTRAR
Section 7.1	Appointment of the Administrator and the Titling Company Registrar; Duties of the Administrator and the Titling Company Registrar		28
Section 7.2	Authorization of the Administrator and Titling Company Registrar		29
Section 7.3	Acceptance of Duties; Limitation of Liability		29
Section 7.4	Action upon Instruction by Holders		31

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TABLE OF CONTENTS

(continued)

		Page
Section 7.5	Furnishing of Documents		31
Section 7.6	Representations and Warranties of the Titling Company Registrar		31
Section 7.7	Representations and Warranties of the Administrator		32
Section 7.8	Reliance; Advice of Counsel		33
Section 7.9	Compensation and Indemnity		34
Section 7.10	Resignation or Removal of Administrator and Titling Company Registrar		34
Section 7.11	Merger or Consolidation		36
Section 7.12	Eligibility Requirements for the Titling Company Registrar		36
Section 7.13	Updating List of Authorized Officers		36
ARTICLE VIII
DISSOLUTION; TERMINATION
Section 8.1	Dissolution of the Company; Termination of Series		37
ARTICLE IX
AMENDMENTS
Section 9.1	Amendments		38
Section 9.2			38
ARTICLE X
LIABILITIES
Section 10.1	Liabilities		39
ARTICLE XI
MISCELLANEOUS
Section 11.1	No Legal Title to Titling Company Assets		40
Section 11.2	Limitations on Rights of Others		40
Section 11.3	Notices		40
Section 11.4	GOVERNING LAW		40
Section 11.5	Severability; Conflict with Act; Limitation on Distributions		40
Section 11.6	Counterparts		41
Section 11.7	Headings		41
Section 11.8	Successors and Assigns		41
Section 11.9	No Recourse		41
Section 11.10	No Petition		41
Section 11.11	Information to be Provided by the Titling Company Registrar		42

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SCHEDULES
Schedule 1	Definitions
EXHIBITS
Exhibit A	Form of Series Supplement
Exhibit B	Form of Series Certificate
Exhibit C	Form of Notice of Registered Pledge
SCHEDULES
Schedule A	Initial Authorized Officers of the Company

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LIMITED LIABILITY COMPANY AGREEMENT of NISSAN-INFINITI LT LLC (the “Company”), dated and effective as of April 1, 2021 (as amended from time to time, this “Agreement”) between NILT LLC, a Delaware limited liability company (“NILT”), as sole member (in such capacity, the “Member”), NISSAN MOTOR ACCEPTANCE COMPANY LLC, a Delaware limited liability company (“NMAC”), as manager (in such capacity, the “Administrator”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“U.S. Bank”), as titling company registrar (in such capacity, the “Titling Company Registrar”). Kevin P. Burns joins in this Agreement as the Independent Manager.

BACKGROUND

WHEREAS, NILT Trust (the predecessor, in interest to NILT LLC) as grantor and UTI beneficiary, NMAC, as servicer, NILT, Inc., as trustee (the “Trustee”), Wilmington Trust Company, as Delaware trustee, and U.S. Bank, as trust agent (the “Trust Agent”), have entered into the Amended and Restated Trust and Servicing Agreement, dated as of August 26, 1998 (the “Origination Trust Agreement”), pursuant to which Nissan-Infiniti LT, a Delaware statutory trust (the “Titling Trust”), was created to, among other things, take assignments and conveyances of and hold in trust various assets (the “Trust Assets”);

WHEREAS, the Titling Trust was comprised of an undivided trust interest (the “Trust UTI”) and one or more special units of beneficial interest (each, a “Trust SUBI”), each of which was established pursuant to a supplement to the Origination Trust Agreement (each a “SUBI Supplement”), each of which constituted a separate series of the Titling Trust under Delaware law, and each of which had allocated to it certain specified Trust Assets;

WHEREAS, this Agreement is made and entered into for the purpose of continuing the business of the Titling Trust as a Delaware limited liability company in accordance with the provisions hereinafter set forth and applicable law;

WHEREAS, NILT Trust, as the Grantor and Beneficiary of the Titling Trust, and U.S. Bank National Association, as the parent entity of NILT, Inc., entered into a Stock Purchase Agreement, dated as of March 31, 2021, pursuant to which U.S. Bank sold all of its right, title and interest to 100% of the equity interests in NILT, Inc. to NILT Trust, and simultaneously with the Conversion (as defined below), pursuant to an Agreement of Merger, dated as of March 31, 2021, NILT, Inc. was merged with and into the Titling Trust.

WHEREAS, on the date hereof, the Titling Trust was converted (the “Conversion”) into the Company pursuant to the Delaware Statutory Trust Act and Section 18-214 of the Act (and other relevant provisions of the Act) by filing of the Certificate of Conversion and a Certificate of Formation of the Company with the office of the Secretary of State of the State of Delaware;

WHEREAS, effective as of the date of the Conversion, (i) the Trust UTI shall be deemed to be converted into the Unallocated Assets Series, which shall own or have allocated to and associated with it the Unallocated Assets (as defined below), and (ii) each outstanding Trust SUBI shall be deemed to be converted into the corresponding Series (as defined below) of the Company, which shall own or have allocated to and associated with it the corresponding Series Assets;

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WHEREAS, for all purposes of the State of Delaware, the Company constitutes a continuation of the existence of the Titling Trust in the form of a Delaware limited liability company.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

USAGE AND DEFINITIONS

Section 1.1 General Definitions. Whenever used in this Agreement, unless the context otherwise requires, capitalized terms shall have the meanings ascribed thereto in Schedule I.

Section 1.2 Interpretation. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, (i) terms used in this Agreement include, as appropriate, all genders and the plural as well as the singular, (ii) references to this Agreement include all Exhibits and Schedules hereto, (iii) references to words such as “herein”, “hereof” and the like shall refer to this Agreement as a whole and not to any particular part, Article or Section herein, (iv) references to an Article or Section such as “Article One” or “Section 1.01” shall refer to the applicable Article or Section of this Agreement, (v) the term “include” and all variations thereof shall mean “include without limitation”, (vi) the term “or” shall include “and/or”, (vii) the term “proceeds” shall have the meaning ascribed to such term in the UCC, (viii) in the computation of a period of time from a specified date to a later specified date, the word “from” shall mean “from and including” and the words “to” and “until” shall mean “to but excluding,” and (ix) references to assets of the Company generally or any Series include assets allocated to and associated with the Company generally or such Series, respectively, and references to assets allocated to and associated with the Company generally or any Series include assets of the Company generally or such Series, respectively. Notwithstanding any provision herein to the contrary, all references in this Agreement to (A) Nissan Motor Acceptance Company LLC, a Delaware limited liability company, shall be deemed to refer to (i) Nissan Motor Acceptance Corporation, a California corporation, for all periods of time prior to the conversion (the “First California Conversion”) of Nissan Motor Acceptance Corporation, a California corporation, to Nissan Motor Acceptance Company LLC, a California limited liability company, or (ii) Nissan Motor Acceptance Company LLC, a California limited liability company, for all periods of time from the effective time of the First California Conversion to the effective time of the conversion of Nissan Motor Acceptance Company LLC, a California limited liability company, to Nissan Motor Acceptance Company LLC, a Delaware limited liability company, and (B) NILT LLC shall be deemed to refer to NILT Trust, a Delaware statutory trust, for all periods of time prior to the conversion of NILT Trust, a Delaware statutory trust, to NILT LLC, a Delaware limited liability company.

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ARTICLE II

ORGANIZATION

Section 2.1 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.

(b) The principal office of the Company is One Nissan Way, Franklin, Tennessee 37067 or such other place or places as the Administrator may designate.

(c) Pursuant to Section 18-215 of the Act and the terms of this Agreement, the Company will issue one or more designated series of limited liability company interests having the rights and preferences set forth in this Agreement and any applicable Series Supplement.

(d) Pursuant to Section 18-215(b) of the Act (i) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series will be enforceable against the assets of such Series only, and not against the assets of the Company generally or the assets of any other Series and (ii) none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Company generally or any other Series thereof will be enforceable against the assets of such Series. The records maintained for each Series shall account for the assets allocated to and associated with such Series separately from the other assets of the Company generally, or any other Series, and assets allocated to and associated with a Series may be held, directly or indirectly, including in the name of such Series, in the name of the Company, through a nominee or otherwise. Records maintained for a Series that reasonably identify the assets allocated to and associated with such Series, including by specific listing, category, type, quantity, computational or allocational formula

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or procedure (including a percentage or share of any asset or assets) or by any other method where the identity of such assets is objectively determinable, will be deemed to account for the assets allocated to and associated with such Series separately from the other assets of the Company or any other Series. The Administrator and the Company shall not commingle the assets of one Series with the assets of any other Series or the assets, if any, of the Company generally.

(e) Tim Hauck is hereby designated as an “authorized person” within the meaning of the Act, and in such capacity has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, such person’s powers as an “authorized person” ceased, and the Member thereupon became the designated “authorized person” and shall continue as the designated “authorized person” within the meaning of the Act. The Member will execute or cause to be executed all other instruments, certificates, notices and documents, and will do or cause to be done all such filing, recording, publishing and other acts, in each case as may be necessary or appropriate to comply with all requirements for the formation and/or operation and, when appropriate, termination of a limited liability company (or any series thereof) in the State of Delaware and all other jurisdictions where the Company (on its own behalf or on behalf of or with respect to any Series) or any Series desires to conduct any activities.

Section 2.2 Registered Office in Delaware. The registered office of the Company in the State of Delaware is located at 251 Little Falls Drive, Wilmington, Delaware 19808.

Section 2.3 Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware 19808.

Section 2.4 Purposes and Powers. The nature of the activities or purpose to be conducted or promoted by the Company (on its own behalf and on behalf of or with respect to each Series) and each Series is to engage exclusively in the following activities, in each case in accordance with the terms of this Agreement, the Act, and any applicable Series Supplement:

(a) originating and holding title to Leases, Leased Vehicles and other Titling Company Assets for the benefit of the Holders of the related Certificates, all in accordance with terms of this Agreement, the Series Supplements and the Servicing Agreements;

(b) at the direction of the Member, issuing Certificates representing a separate Series Interest in accordance with the terms of this Agreement and the related Series Supplement;

(c) entering into and performing its obligations under Permitted Agreements to which the Company (on its own behalf or on behalf of or with respect to any Series) or any Series is to be a party;

(d) assigning or otherwise transferring title to Leases, Leased Vehicles and Titling Company Assets to, or to the order or at the direction of, the related Holders;

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(e) borrowing (directly or indirectly) on a revolving basis or otherwise from NMAC, the Holder of any Series or any Servicer to finance the origination of Leases and related Leased Vehicles, in each case subject to Section 2.1(d);

(f) taking any other action in connection with the qualification, licensing or authorization of the Company (on its own behalf or on behalf of or with respect to any Series) or any Series to engage in activities in any jurisdiction;

(g) engaging in such other activities as may be necessary, convenient or advisable in connection with titling, retitling and holding title to Leased Vehicles and other Titling Company Assets, the management of the Titling Company Assets and the making of distributions to the Holders; and

(h) engaging in any activity and exercising any powers permitted to limited liability companies under the laws of the State of Delaware that are related or incidental to the foregoing and necessary, convenient or advisable to accomplish the foregoing.

Section 2.5 Banking Activities. Without limiting the generality of Section 2.4, each of the Member and the Administrator is authorized to act on behalf of the Company (on its own behalf and on behalf of or with respect to each Series) and each Series and in the name of the Company (on its own behalf and on behalf of or with respect to each Series) or any Series, as the case may be:

(a) to establish bank accounts on behalf of and in the name of the Company (on its own behalf or on behalf of or with respect to each Series) (each, a “Company Account”);

(b) to sign checks, drafts, instruments, bills of exchange, acceptances and/or other orders for the payment of money from any Company Account;

(c) to endorse checks, instruments, evidences of indebtedness, and orders payable, owned or held by the Company (on its own behalf or on behalf of or with respect to each Series) or such Series;

(d) to accept drafts, acceptances, instruments and/or other evidences of indebtedness payable at or through the bank at which any Company Account is maintained (each, a “Bank”);

(e) to waive presentment, demand, protest and notice of protest or dishonor of any check(s), instrument(s), draft(s), acceptance(s), or other evidences of indebtedness made, drawn or endorsed by the Company (on its own behalf or on behalf of or with respect to each Series) or such Series;

(f) otherwise to deal with each Bank in connection with the foregoing activities on behalf of the Company (on its own behalf or on behalf of or with respect to each Series) or such Series;

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(g) to enter into one or more agreements with the Bank, which will be deemed to govern the Company Accounts established at such Bank;

(h) to authorize the purchase, on behalf of the Company (on its own behalf or on behalf of or with respect to each Series) or such Series, short-term investments (e.g., certificates of deposit, money market funds and commercial paper) from each Bank;

(i) to obtain, on behalf of the Company (on its own behalf or on behalf of or with respect to each Series) or such Series, other related services from any Bank, such as the rental of safe deposit boxes from such Bank, obtaining of night depository services, routine cash management services, and the like, which will be governed by night depository agreement(s), safe deposit box lease agreement, and any other such agreement(s) contained on the application or signature cards pertaining to any such services offered to the Company (on its own behalf or on behalf of or with respect to each Series) or such Series by such Bank, as amended from time to time;

(j) to sign and execute signature cards, applications and forms as any Bank will deem appropriate, from time to time, in connection with the opening and maintaining of Company Accounts at such Bank and/or obtaining any of the aforementioned additional related services; and

(k) to execute applications for the issuance of any savings instrument in the name of the Company (on its own behalf or on behalf of or with respect to each Series) or such Series.

Section 2.6 Tax Reporting and Characterization.

(a) To the fullest extent permitted by law, the Member and the Holder of each Series agree that solely for U.S. federal, state and local income and franchise tax purposes it will either treat its interest in the related Series Interest as a direct ownership interest in the related Series Assets or treat the applicable Series as a separate entity under the principles of Treas. Reg. § 301.7701-3 and Treas. Reg. § 301.7701-4 (that is also a separate from any other Series). Under the latter treatment, if an applicable Series has more than one owner for U.S. federal income tax purposes, the Series shall be intended to qualify as a partnership for such tax purposes that has elected out of partnership status under section 761 of the Code (and analogous state tax law).

(b) None of the Holders, the Registered Pledgees or the other parties to or bound by this Agreement will elect or permit an election to be made to treat the Company or any Series as an association taxable as a corporation for U.S. federal income tax purposes pursuant to Treas. Reg. § 301.7701-3. Each party agrees that it will not take any action (including filing any tax return) that is inconsistent with this Section 2.6 unless required to do so by the relevant tax authority.

Section 2.7 Execution of Documents. The Member represents and warrants to the Company, the Titling Company Registrar and each Holder (and their successors and assigns) that (a) it is authorized and empowered to execute and deliver, on behalf of the Company (on its own behalf and on behalf of or with respect to each Series), as attorney-in-fact or otherwise, any and all documents, agreements and other instruments, including any registration statement to be

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filed with the Securities and Exchange Commission or otherwise, on behalf of the Company (on its own behalf and on behalf of or with respect to each Series) and (b) it is authorized and empowered to prepare for filing in connection with such registration statement, balance sheets, income statements and any other financial statements for the Company (on its own behalf and on behalf of or with respect to each Series).

Section 2.8 Conduct of Operations.

(a) This Section 2.8 is being adopted to comply with certain provisions required in order to qualify the Company as a “special purpose entity”.

(b) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, any Series, the Member, the Administrator, any Officer, any Holder or any other Person, so long as any Undertaking is outstanding, none of the Member, the Administrator, any Officer, any Holder or any other Person shall be authorized or empowered on behalf of the Company or any Series to, nor shall they permit the Company or any Series to, and the Company and each Series shall not, without the prior unanimous written consent of the Administrator and all Independent Managers, take any Material Action, provided, however, that so long as any Undertaking is outstanding the Administrator may not vote on, or authorize the taking of, any Material Action, unless there is at least one Independent Manager then serving in such capacity and all such Independent Managers have consented to such action.

(c) Notwithstanding any other provision of this Agreement and any provision of applicable law that otherwise so empowers the Company (on its own behalf or on behalf of or with respect to any Series) or any Series, neither the Company nor any Series may, without unanimous consent of the Administrator and all Independent Managers, do any of the following so long as any Undertaking is outstanding:

(i) guarantee or become obligated for the debts of any other Person, including any Affiliate;

(ii) create, incur or assume any indebtedness or any transactions entered into in connection therewith, in each case except in accordance with this Agreement, any Permitted Agreements and any Permitted Transactions;

(iii) engage, directly or indirectly, in any business other than the actions required or permitted to be performed under this Agreement, any Permitted Agreement and any Permitted Transactions;

(iv) make or suffer to exist any loans or advances to, or extend any credit to, or make any investments (by way of transfer of property, contributions to capital, purchase of stock or securities or evidences of indebtedness, acquisition of the business or assets, or otherwise) in, any Affiliate other than in connection with Permitted Transactions; provided, however, that the Company (on its own behalf or on behalf of or with respect to any Series) and each Series will not be prohibited under this clause (iv) from causing a distribution of cash to the Member or to any Holder;

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(v) enter into any transaction of merger, conversion or consolidation with or into any other entity, or convey its properties and assets substantially as an entirety to any entity, other than with respect to a Permitted Transaction, unless (A) the entity (if other than the Company) formed as a result of or surviving such consolidation or merger, or which acquires the properties and assets of the Company is (i) organized and existing under the laws of a state of the United States, (ii) expressly assumes in writing all of the Company’s obligations under the Titling Company Documents and (iii) is governed under a charter document containing provisions similar in all material respects to Section 2.4 and this Section 2.8; (B) such merger, conversion, consolidation or sale of assets will not conflict with this Agreement; and (C) immediately after giving effect to such merger, consolidation or sale of assets, no default or event of default by or relating to the Company will have occurred and be continuing under any material agreement to which the Company is a party, including any agreement or other document pursuant to which any Security has been issued;

(vi) become party to, or permit any of its properties to be bound by, any indenture, mortgage, instrument, contract, agreement, lease or other undertaking, with the exception of any Certificate, any Notice of Registered Pledge or any other any documents relating to a Permitted Transaction; and

(vii) amend, modify, alter, change or repeal any provision of Section 2.4 or this Section 2.8.

(d) The Company will at all times:

(i) maintain its existence as a limited liability company and remain in good standing under the laws of the State of Delaware;

(ii) observe all limited liability company procedures required by this Agreement and such others, if any, as may be from time to time required by the Act;

(iii) ensure that (x) the activities and affairs of the Company are at all times managed by or under the direction of the Administrator, (y) the Administrator has duly authorized all actions requiring such authorization and (z) when required by applicable law or by this Agreement, the Company has obtained the proper authorization for action from the Member, and, where applicable, each Independent Manager;

(iv) maintain or cause to be maintained the Company’s books, financial statements, accounting records and other limited liability company documents and records separate from those of the Member, any Affiliate of the Member or any other Person;

(v) not commingle the Titling Company Assets with those of the Member or any Affiliate of the Member (other than in connection with the Permitted Transactions (but only to the extent permitted by the related Permitted Agreements) or in connection with the performance by NMAC (or any Affiliate of NMAC) of its obligations as Servicer or as custodian with respect to any Series Interest to the extent permitted by the applicable Servicing Agreement or custody agreement);

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(vi) not hold itself out as being liable for the debts of any other Person;

(vii) maintain its bank accounts and books of account separate from those of its Affiliates, the Holders, the Member or any of the Member’s Affiliates or any other Person; and ensure that its funds and other assets will at all times be readily distinguishable from the funds and other assets of its Affiliates, the Holders, the Member and any of the Member’s Affiliates or any other Person (other than in connection with the performance of any Servicer or custodian of its obligations with respect to any Series Interest to the extent permitted by the applicable Servicing Agreement or custody agreement);

(viii) act solely in its own name and through its own agents so as not to mislead others as to its identity or the identity of any Affiliate and correct any known misunderstanding regarding its separate identity, and conduct all oral and written communications of the Company, including letters, invoices, contracts, statements and applications solely in the name of the Company;

(ix) separately manage its liabilities from those of the Member or any Affiliate thereof and, except as expressly provided herein, pay its own liabilities, including all administrative expenses, from its own separate assets, except that (A) the Member, the Administrator, any Holder, any Servicer or any Affiliate of any of them may pay certain of the organizational costs of the Company, and the Company will reimburse the Member, the Administrator, such Holder, such Servicer or such Affiliate, as the case may be, for its allocable portion of shared expenses paid by such Person, and (B) the Member, the Administrator, any Holder, any Servicer or any Affiliate of any of them may pay reasonable fees and expenses and provide customary indemnification to parties as provided in this Agreement, any Servicing Agreement or any other agreement entered into in connection with the issuance of Securities;

(x) at all times maintain an arm’s length relationship with any Affiliates;

(xi) take such actions as are necessary to ensure that no Independent Manager may at any time serve as a trustee in bankruptcy for the Company or any of its Affiliates;

(xii) not issue, or permit the issuance of, any Security or enter into, or permit to be entered into, any Undertaking, unless such Security or Undertaking contains the provisions described in Section 4.1(f), (g) and (h);

(xiii) have a sufficient number of Authorized Officers and other authorized agents to manage its operations;

(xiv) not form, acquire or hold any subsidiary; and

(xv) maintain adequate capital in light of its contemplated operations.

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(e) The Company will abide by all limited liability company formalities, including the maintenance of current minute books, and the Company will prepare financial statements in a manner that indicates the separate existence of the Company and its (and each Series’) assets and liabilities. To the extent permitted by law, until one year and one day after all Securities are paid in full, the Administrator and each Independent Manager will make decisions with respect to the activities and operations of the Company independent of, and not dictated by, the Member or any Affiliate thereof (without limiting the right of the Member to exercise its rights in such capacity under this Agreement and under the Act).

(f) Notwithstanding any provision in this Agreement to the contrary, the Member in its own capacity (i) may pay fees and expenses of and indemnify trustees relating to the issuance of any Securities and (ii) may indemnify any underwriter, placement agent, initial purchaser for resale or other Person performing similar functions in connection with the issuance of any Securities.

(g) The Company (on its own behalf and on behalf of or with respect to each Series) and each Series is hereby authorized to execute, deliver and perform, and the Administrator or any Authorized Officer is hereby authorized to execute and deliver on behalf of the Company (on its own behalf and on behalf of or with respect to each Series) and each Series, any Titling Company Documents, Dealer Agreements, Permitted Agreements and all other documents, agreements, certificates, or financing statements relating to the Permitted Transactions, all without any further act, vote or approval of any other Person notwithstanding any other provision of this Agreement (including, without limitation, any other provision of this Section 2.8), any Series Supplement, the Act or applicable law. The foregoing authorization is not a restriction on the powers of the Administrator or any Authorized Officer to enter into other agreements on behalf of the Company (on its own behalf and on behalf of or with respect to each Series) and/or any Series.

Section 2.9 No State Law Partnership. Except as expressly contemplated by Section 2.6(a), the Holders intend that each Series will not be a partnership (including a general partnership or a limited partnership) or joint venture, and that neither any Holder nor the Administrator will be a partner of or joint venturer with any Holder with respect to the activities of the related Series for any purposes, and this Agreement will not be construed to suggest otherwise.

Section 2.10 Liability to Third Parties. Except as otherwise expressly provided by the Act or in this Agreement (including Section 10.1), none of the Member, the Administrator, the Titling Company Registrar, any Holder, any Independent Manager or any officer or Affiliate of any such Person (other than the Company or a Series), will be liable for the debts, obligations or liabilities of the Company or any Series (whether arising in contract, tort or otherwise), including, under a judgment, decree or order of a court, solely by reason of being the Member, the Administrator, the Titling Company Registrar, a Holder, an Independent Manager or an officer or Affiliate of any such Person.

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Section 2.11 No Personal Liability of any Holder, Independent Manager, Officer, etc.

(a) To the fullest extent permitted by applicable law, none of the Member, the Administrator, the Titling Company Registrar, any Holder, or any officer, director, employee, or trustee of any of the foregoing, or, except as provided in Section 3.18(j), any Independent Manager or officer of the Company or any Series, will be subject in such capacity to any personal liability whatsoever to any Person bound by this Agreement in connection with the assets or the affairs of the Company or any Series, except for its intentional misconduct, gross negligence or knowing violation of law; and, subject to the provisions of Article X and any provision for indemnification set forth in the related Servicing Agreement, all such Persons will look solely to the assets of the Company or applicable Series for satisfaction of claims of any nature arising in connection with the affairs of the Company or such Series. However, such protection from personal liability will apply to the fullest extent permitted by applicable law, as the same exists or may hereafter be amended.

Section 2.12 Limited Liability and Bankruptcy Remoteness. Without limiting the generality of Section 2.8, the Company will be operated in such a manner as the Administrator and the officers of the Company deem reasonable and necessary or appropriate to preserve (a) the limited liability of the Holders and the Member and their respective Affiliates, (b) the separateness of the Company from the respective businesses of the Holders and the Member and their respective Affiliates and (c) until the expiration of the period of one year and one day after the payment in full of all Securities, the bankruptcy-remote status of the Company.

Section 2.13 Term. Unless dissolved or terminated, as applicable, in accordance with this Agreement, any applicable Series Supplement and the Act, the Company and each Series will have a perpetual existence.

ARTICLE III

MANAGEMENT OF THE COMPANY AND EACH SERIES;

INDEPENDENT MANAGERS; OFFICERS

Section 3.1 General Management of the Company. Subject to Sections 2.8, 3.3 and 3.5, activities, properties and affairs of the Company (on its own behalf and on behalf of or with respect to any Series) and each Series will be managed by the Administrator appointed in accordance with Article VII. Without limiting the generality of the foregoing, the Administrator will have the power to appoint officers of the Company and each Series, to appoint and direct agents, to grant general or limited authority to officers, employees and agents of the Company and each Series, and to make, execute and deliver contracts and other instruments and documents in the name and on behalf of the Company (on its own behalf and on behalf of or with respect to each Series) and each Series, subject to and in accordance with this Agreement.

Section 3.2 Appointment and Term. The Member will be entitled to appoint the Administrator. The Administrator will serve until its successor is appointed by the Member or until its earlier resignation or removal. The Administrator will constitute a “manager” within the meaning of Section 18-101(12) of the Act.

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Section 3.3 Independent Managers.

(a) The Person identified on Schedule A is designated as the initial Independent Manager of the Company.

(b) The Member shall cause the Company to at all times have at least one Independent Manager who will be appointed by the Member. In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor shall have executed a counterpart to this Agreement. The Independent Manager is a “manager” within the meaning of the Act, provided that all right, power and authority of the Independent Manager shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement and the Independent Manager shall otherwise have no authority to bind the Company or any Series. No action requiring the unanimous affirmative vote or written consent of the Independent Managers may be taken unless the Independent Managers approve such action. When voting on matters subject to the vote of the Independent Managers, including those matters specified in Section 3.3(c), notwithstanding that the Company is not then insolvent, each Independent Manager, will, to the fullest extent permitted by law, owe its fiduciary duties to the Company and will take into account the interests of the Company (including its creditors (including the Registered Pledgees), the Member and the Holders).

(c) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Member, the Holders, the Administrator or any Person on behalf of the Company, none of the Company, the Member, the Holders, the Administrator or any other Person on behalf of the Company shall, without the unanimous consent of the Independent Managers, do any of the following while any Security is outstanding unless the Rating Agency Condition is satisfied in connection therewith:

(i) amend Section 2.4 to permit the Company to engage in any activity other than those set forth in Section 2.4 prior to any such amendment;

(ii) engage in any activity other than those set forth in Section 2.4 or Section 2.8(g);

(iii) amend this Section 3.3(c) or any of Section 2.1(c), Section 2.10, Section 2.8, Section 2.11, Section 2.12, Section 2.13, Section 3.3(b), Section 3.5, Article VIII, Section 11.9 or Section 11.10 or any of the defined terms used directly or indirectly in any such Section or Article;

(iv) create, incur or assume any indebtedness, other than pursuant to any transactions entered into in connection with a Permitted Transaction, in each case in accordance with this Agreement, or become or remain liable, directly or contingently, in connection with any indebtedness or other liability of the Member or any of its Affiliates or, except in connection with the Permitted Transactions, any other Person, whether by assumption, guarantee, endorsement (other than endorsements of negotiable instruments for deposit or collection in the ordinary course of business), agreement to purchase, agreement to supply or advance funds, or otherwise;

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(v) to the fullest extent permitted by law, dissolve or liquidate, in whole or in part, consolidate or merge with or into any other Person or convey or transfer its properties and assets substantially as an entirety to any other Person; or

(vi) amend this Agreement or take action, in each case in furtherance of any action described in clauses (i) through (v) above.

Section 3.4 Power to Bind Company. Notwithstanding the last sentence of Section 18-402 of the Act, only the Authorized Officers, the Administrator and the Titling Company Registrar (acting in their respective capacities as such) have the authority to bind, or cause to be bound, the Company (on its own behalf or on behalf of or with respect to any Series) or any Series to any third party with respect to any matter.

Section 3.5 Restrictions on the Power of the Administrator. The Administrator shall have no authority to:

(a) cause the Company to do any acts in violation of or in breach of any agreement entered into by the Company;

(b) take any action in contravention of the Act, the Certificate of Formation or this Agreement;

(c) take any action that would make it impossible to carry on the ordinary activities of the Company;

(d) knowingly perform any act that would subject the Member or any Holder to loss of limited liability in any jurisdiction; or

(e) except as permitted under Section 9.1, take any action to amend or modify the Certificate of Formation or this Agreement.

Section 3.6 Duties and Obligations of the Administrator.

(a) Except with respect to an action taken in accordance with Section 3.3(c)(v), as long as any Securities are outstanding, the Administrator will take all action that may be necessary or appropriate for the continuation of the Company’s valid existence as a limited liability company under the laws of the State of Delaware (and each other jurisdiction in which such existence is necessary to protect the limited liability of the Member, the Holders or any Registered Pledgees or to enable the Company (on its own behalf or on behalf of or with respect to any Series) to engage in the activities in which it is engaged).

(b) The Administrator will devote to the Company’s activities such time as is reasonably necessary to conduct the Company’s activities in an appropriate manner.

(c) The Administrator will, in the conduct of the Company’s activities and business, put all Persons with whom the Company deals on notice that the Member, the Holders and the Registered Pledgees are not liable for the Company’s obligations and all agreements to which the Company is a party will include a statement to the effect that the Company is a limited liability company formed under the Act. However, the failure to include such a statement in an agreement to which the Company (on its own behalf or on behalf of or with respect to a Series) or a Series is a party will not affect the Company’s or such Series’ power and authority or authorization to enter into such agreement.

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(d) The Administrator will prepare or cause to be prepared and will file or cause to be filed on or before the due date (or any extension thereof) any federal, state or local tax returns required to be filed by the Company or any Series. The Administrator will cause the Company or Series to pay any taxes payable by the Company or such Series, as applicable. However, the Administrator will not be required to cause the Company or a Series to pay any tax so long as the Company or such Series is contesting in good faith and by appropriate legal proceedings the validity, applicability or amount of such tax and such contest does not materially endanger any right or interest of the Company, any Holder or such Series.

(e) The Administrator will, from time to time, submit, or cause to be submitted, to any appropriate state securities administrator all documents, papers, statistics and reports required to be filed with or submitted to such state securities administrator.

(f) The Administrator will cause the Company to be qualified to engage in investment activities in connection with Permitted Transactions, or be registered under any applicable assumed or fictitious name statute or similar law in any state in which the Company (on its own behalf or on behalf of any Series) then makes investments or transacts business, if such qualification or registration is necessary or desirable in order to protect the limited liability of the Member or to permit the Company (on its own behalf or on behalf of any Series) lawfully to own or make investments or transact business.

Section 3.7 Resignation. Any Independent Manager may resign at any time upon notice of resignation to the Member. If there is no Independent Manager after such resignation, the Member will promptly appoint another Independent Manager and, until a successor Independent Manager has accepted its appointment as an Independent Manager, no action requiring the unanimous vote or unanimous consent of the Independent Managers may be taken. Any resignation will be effective immediately unless a date certain is specified for it to take effect, in which event it will be effective upon such date, and acceptance of any resignation will not be necessary to make it effective, irrespective of whether the resignation is tendered subject to such acceptance.

Section 3.8 Removal of Independent Manager. The Member may remove any Independent Manager, either for or without cause. If there is no Independent Manager after such removal, the Member will promptly appoint another Independent Manager and, until a successor Independent Manager has accepted its appointment as an Independent Manager, no action requiring the unanimous vote or unanimous consent of the Independent Managers may be taken.

Section 3.9 Filling of Vacancies. In the case of any increase in the number of Independent Managers, the Member will appoint the additional Independent Manager(s).

Section 3.10 Independent Manager Compensation. Any or all Independent Managers may receive such reasonable and customary compensation for their services, whether in the form of salary or otherwise, with expenses, if any, as the Administrator may reasonably determine.

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Section 3.11 Liability of Independent Managers. To the fullest extent permitted by applicable law, no Person will be personally liable to the Company, the Member or any Holder for any breach of its duties as Independent Manager except for acts or omissions which involve intentional misconduct, gross negligence or a knowing violation of the law.

Section 3.12 Authorized Officers.

(a) Appointment. The Administrator may appoint Authorized Officers of the Company and each Series, who will have the title and authority and perform the duties as the Administrator may delegate to them. Each Authorized Officer will hold office for the term that such Authorized Officer is appointed and until his or her successor is duly appointed and qualified or until his or her death, resignation or removal as provided in this Agreement. No Authorized Officer need be the Administrator, the Member, a Delaware resident, or a United States citizen. The Persons identified on Schedule A are designated the initial Authorized Officers of the Company and each Series, each such Person having the office indicated opposite such Person’s name.

(b) Compensation. The Administrator will fix the reasonable and customary compensation, if any, of the Authorized Officers.

(c) Power to Act for the Company. The Authorized Officers may execute instruments, contracts, agreements and other documents to which the Company (on its own behalf or on behalf of or with respect to a Series) or a Series is a party and any document to be delivered in connection with, or pursuant to, this Agreement (other than actions required to be taken by the Administrator, the Titling Company Registrar or the Member pursuant to this Agreement).

(d) Term; Termination. All Authorized Officers will hold office at the pleasure of the Administrator. If any vacancy occurs in any office, the Administrator may appoint a successor to fill such vacancy.

(e) Removal. The Administrator may remove any Authorized Officer at any time, either for or without cause.

(f) Resignation. Any Authorized Officer may resign at any time upon notice of resignation to the Administrator. Any resignation will be effective immediately unless a date certain is specified for it to take effect, in which event it will be effective upon such date, and acceptance of any resignation will not be necessary to make it effective, irrespective of whether the resignation is tendered subject to such acceptance.

(g) Multiple Offices. Any Authorized Officer may hold two or more offices the duties of which can be consistently performed by the same Person.

(h) Duties and Authority. In addition to the foregoing specifically enumerated duties and authority, the Authorized Officers will perform such other duties and may exercise such further authority as the Administrator may determine or may be assigned to them by any superior Authorized Officer.

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(i) Notice to Administrator and Titling Company Registrar. The Administrator will provide prompt notice to the Titling Company Registrar if any additional individual is appointed an Authorized Officer or if any individual will no longer be an Authorized Officer because of such officer’s resignation, removal or otherwise. The Titling Company Registrar will be entitled to rely upon, and will be protected in relying upon, any notice delivered pursuant to this Section 3.12(i).

(j) Liability of Authorized Officers. To the fullest extent permitted by applicable law, no Authorized Officer will be personally liable to the Company, any Series, the Member, any Holder or any other Person bound by this Agreement for any breach of its duties as an Authorized Officer, except for acts or omissions that involve intentional misconduct, gross negligence or a knowing violation of the law.

Section 3.13 Duties of Administrator, Independent Managers and Officers. Except to the extent otherwise provided in this Agreement, the Administrator, each Independent Manager and each Authorized Officer will have a fiduciary duty of loyalty and care similar to that of directors and officers of for profit business organizations organized under the General Corporation Law of the State of Delaware.

Section 3.14 Special Member. Upon the occurrence of any event that causes the last remaining Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) an assignment by such Member of all of its limited liability company interest in the Company and the admission of the transferee or (ii) the resignation of such Member and the admission of an additional member of the Company), each Person acting as an Independent Manager pursuant to Section 3.3(b) shall, without any action of any Person and simultaneously with such Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, and (ii) such successor has also accepted its appointment as Independent Manager pursuant to Section 3.3(b); provided, however, a Special Member shall automatically cease to be a member of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company or any Series and has no right to receive any distributions of Company or Series assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company or any Series and shall not receive a limited liability company interest in the Company or any Series. A Special Member, in its capacity as Special Member, may not bind the Company or any Series. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company or any Series, including, without limitation, the merger, consolidation, division or conversion of the Company. In order to implement the admission to the Company of each Special Member, each Person acting as an Independent Manager pursuant to Section 3.3(b) shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each Person acting as an Independent Manager pursuant to Section 3.3(b) shall not be a member of the Company. For the avoidance of doubt, any Independent Manager that is admitted as a Special Member shall also continue in his or her role as Independent Manager.

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ARTICLE IV

SERIES INTERESTS; UNALLOCATED ASSETS

Section 4.1 Designation of the Series Interests; Unallocated Assets.

(a) The Member may from time to time, pursuant to a Series Supplement, establish and form one or more separate series of limited liability company interests of the Company within the meaning of Section 18-215 of the Act (each, a “Series” or “Series Interest” and the Titling Company Assets allocated thereto and associated therewith, “Series Assets”) to and with which all or any portion of the then Unallocated Assets are allocated and associated, all without the consent of any Holder or any other Person. Upon allocation to and association with a Series Interest, the related Series Assets shall no longer be Unallocated Assets. In connection with the establishment and formation of a Series Interest pursuant to this Section 4.1(a) (other than the Unallocated Assets Series), the Company will issue to, or to the order of, the Holder of such Series Interest one or more certificates that, at any time, will collectively represent all of such Series Interest (each such certificate, a “Certificate” or a “Series Certificate”).

(b) The Titling Company Assets that are not allocated to and associated with a Series established pursuant to Section 4.1(a) shall constitute the Unallocated Assets, and shall be allocated to and associated with the Unallocated Assets Series. For the avoidance of doubt the Unallocated Assets Series shall be a separate Series Interest. The Unallocated Assets Series shall initially be represented by one certificate (the “Unallocated Assets Certificate”) registered in the name of NILT representing 100% of the Unallocated Assets Series.

(c) To establish and form a new Series Interest, on or prior to the Series Issue Date with respect to any Series Interest, the Member will deliver to the Titling Company Registrar a notice (each, a “Series Designation Notice”), which may be in the form of a Series Supplement (rather than a separate notice), setting forth the terms of such Series Interest, including:

(i) the date that the related Series Interest will be issued which, in the case of any Series Interest issued in connection with the Conversion on the date hereof, shall be the date hereof (the “Series Issue Date”);

(ii) that (A) additional Leases and Leased Vehicles may be allocated to and associated with such Series Interest (any such Series Interest, a “Revolving Series Interest”) or (B) no additional Leases and Leased Vehicles may be allocated to and associated with such Series Interest (any such Series Interest, a “Fixed Series Interest”);

(iii) that the Certificates representing such Series Interest will collectively represent the entire Series Interest and either (A) will be issued in more than one class (each, a “Class”) having different rights with respect to the related Series Assets and specifying the terms of each such Class (in which case the Series Designation Notice will also set forth the proposed or expected tax treatment of such multiple Classes of the Series) or (B) will be issued only in a single Class;

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(iv) the Persons to whom the Certificates of such Series Interest initially will be issued;

(v) except in the case of any Series Interest issued in connection with the Conversion on the date hereof, the first date as of which Collections on the related Series Assets will be allocated to and associated with such Series Interest (the “Series Cutoff Date”); and

(vi) a schedule listing the Leases and Leased Vehicles to be initially allocated to and associated with such Series Interest or, in connection with the conversion of the Titling Trust to the Company on the date hereof, a schedule listing the Leases and Leased Vehicles that will be allocated to and associated with such Series as of the date of such conversion (a “Schedule of Leases and Leased Vehicles”).

On the Series Issue Date for a Series Interest, the Company will issue the related Certificates to the Persons named in the Series Designation Notice for such Series Interest. The Company will provide notice of each such issuance to the Titling Company Registrar, and the Titling Company Registrar will record such issuance in the Certificate Register. Each Series Supplement will be substantially in the form of Exhibit A, with such additions, deletions or other modifications thereto upon which the Member and the related Holder may agree.

(d) All Leases, Leased Vehicles and other Titling Company Assets will be allocated to and associated with Series Interests, and no Titling Company Asset may at any time be allocated to and associated with more than one Series Interest (without limiting the right of more than one Series Interest to be a beneficiary of, or named as the loss payee or additional insured with respect to, any insurance policy).

(e) In accordance with Section 18-215 of the Act, the Administrator, acting on behalf of the Company, the Member and the Holders, will maintain separate and distinct records for each Series and the Company generally. The Series Assets allocated to and associated with a Series Interest will be accounted for separately from the Series Assets allocated to and associated with each other Series Interest or any assets of the Company generally. To the fullest extent permitted by law, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a Series Interest will be enforceable against the Series Assets allocated to and associated with such Series Interest only, and not against the assets of the Company generally or the Series Assets allocated to and associated with any other Series Interest and none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Company generally or any other Series Interest will be enforceable against the Series Assets allocated to and associated with such Series Interest.

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(f) Each Security and each Undertaking will include a recitation limiting the obligation represented by such Security or Undertaking to the Series in connection with which the Security or Undertaking was issued or entered into. Except as provided in Section 8.1(a), neither the Unallocated Assets Series nor any Unallocated Assets Certificate shall be transferred or assigned and, to the fullest extent permitted by applicable law, any such purported transfer or assignment shall be deemed null, void and of no effect under this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, the Unallocated Assets Series or one or more Unallocated Assets Certificates may be pledged in connection with a Securitized Financing, and a security interest therein granted, and may be transferred or assigned absolutely to or by the pledgee thereof solely in connection with the exercise of remedies with respect to an event of default under or with respect to such Securitized Financing; provided, that any such pledgee must (i) give a non-petition covenant substantially similar to that set forth in Section 11.10 and (ii) execute an agreement in favor of the Holders from time to time of any Series Certificates to release all Claims to the related Series and, in the event that such release is not given effect, to subordinate fully all Claims such pledgee may be deemed to have against such Series. In addition, each Certificate will include a recitation of the foregoing limitations with respect to any related Security or Undertaking. Notwithstanding the foregoing provisions of this clause (f), the failure to include such a recitation, acknowledgement and/or agreement in any Security or Undertaking to which the Company (on its own behalf or on behalf of or with respect to a Series) or a Series is a party will not affect the Company’s or such Series’ power and authority or authorization to issue or enter into such Security or Undertaking.

(g) No Series or Series Certificate shall be transferred or assigned except to the extent specified in this Agreement or in any related Series Supplement and, to the fullest extent permitted by applicable law, any such purported transfer or assignment other than as so specified shall be deemed null, void and of no effect under this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, any Series Certificate and the Series Interest evidenced thereby may be (i) transferred, assigned or pledged to any Special Purpose Affiliate or (ii) transferred, assigned or pledged by the Holder thereof or a Special Purpose Affiliate to or in favor of (A) a trustee for one or more trusts, (B) a Registered Pledgee or (C) one or more other entities, in either case solely for the purpose of securing or otherwise facilitating one or more Securitized Financings. Notwithstanding the foregoing, the related transferee, assignee or pledgee in each case must (i) give a non-petition covenant substantially similar to that set forth in Section 11.10 and (ii) execute an agreement in favor of each Holder from time to time of an Unallocated Assets Certificate and any Other Series Certificate to release all Claims against the Unallocated Assets Series and the related Other Series, respectively, and, in the event such release is not given effect, to subordinate fully all Claims it may be deemed to have against the Unallocated Assets Series or such Other Series, as the case may be. In addition, each Certificate will include a recitation of the foregoing limitations with respect to any related Security or Undertaking. Notwithstanding the foregoing provisions of this clause (g), the failure to include such a recitation in any Security or Undertaking to which the Company (on its own behalf or on behalf of or with respect to a Series) or a Series is a party will not affect the Company’s or such Series’ power and authority or authorization to issue or enter into such Security or Undertaking.

(h) Each Security and each Undertaking will include a recitation to the effect that each holder of or party to such Security or Undertaking will covenant and agree that prior to the date which is one year and one day after the date upon which all obligations under each Securitized Financing have been paid in full, it will not institute against, or join any other Person in instituting against, the Member, the Company, any Special Purpose Affiliate, any Beneficiary, any general partner of a Beneficiary or of a Special Purpose Affiliate that is a partnership, any member of a Beneficiary or Special Purpose Affiliate (or any of their respective general partners)

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that is a limited liability company or any trustee of a Beneficiary or Special Purpose Affiliate that is a trust, any involuntary bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding or other Proceeding under any federal or state bankruptcy or similar law. Notwithstanding the foregoing provisions of this clause (h), the failure to include such a recitation in any Security or Undertaking to which the Company (on its own behalf or on behalf of or with respect to a Series) or a Series is a party will not affect the Company’s or such Series’ power and authority or authorization to issue or enter into such Security or Undertaking.

(i) Effective as of the effectiveness of the Conversion, each Trust SUBI in the Titling Trust (other than any Trust SUBI terminated at the written direction of the Holder (with the written consent of the Registered Pledgee) on the Conversion Date) shall automatically be converted to a separate Series Interest, and the Leases and Leased Vehicles and other assets allocated to such Trust SUBI shall automatically be allocated to and associated with such Series Interest. In connection with the foregoing, each related certificate representing the Trust SUBI automatically shall be extinguished and cancelled as of the effective time of the Conversion and shall be surrendered to or at the direction of the Company. Promptly after the date of this Agreement, the Company shall deliver, or cause to be delivered, to each Holder (or its Registered Pledgee), as the successor holder of the converted Trust SUBI, a duly executed Series Certificate. In furtherance of the foregoing, the Member shall deliver to the Titling Company Registrar (with a copy to each applicable Holder and Registered Pledgee) a Series Supplement with respect to each Series Interest resulting from the conversion of the related Trust SUBI, concurrently with the execution and delivery of this Agreement.

(j) Effective as of the effectiveness of the Conversion, the Trust UTI in the Titling Trust shall automatically be converted to the Unallocated Assets Series and the Leases and Leased Vehicles and other assets allocated to the Trust UTI shall automatically be allocated to and associated with the Unallocated Assets Series. In connection with the foregoing, the certificate representing the Trust UTI automatically shall be extinguished and cancelled as of the effective time of the Conversion and shall be surrendered to or at the direction of the Company. In furtherance of the foregoing, the Administrator shall deliver to the Titling Company Registrar an Unallocated Assets Supplement with respect to the Unallocated Assets Series resulting from the conversion of the Trust UTI concurrently with the execution and delivery of this Agreement.

(k) For all purposes of the Act, this Agreement, together with each Series Supplement and Series Designation Notice, shall constitute the “limited liability company agreement” of the Company within the meaning of the Act. Notwithstanding any other provision of this Agreement, the terms and provisions of each Series Supplement and Series Designation Notice may have the effect of altering, supplementing or amending the terms and provisions of this Agreement with respect to the Series governed or established thereby, but shall not alter, supplement or amend the terms of this Agreement with respect to any other Series. To the extent that any of the terms or provisions of a Series Supplement or Series Designation Notice conflict with any of the terms or provisions of this Agreement, the terms or provisions of such Series Supplement or Series Designation Notice shall control with respect to such Series.

Section 4.2 Capital Contributions. The Holder of any Series may make capital contributions to the Company, and any such capital contributions will be allocated to and associated with the related Series Interest. Additionally, the Member may make capital contributions to the Company, and such capital contributions will be allocated to and associated with the Unallocated Assets Series.

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Section 4.3 Allocation of Series Assets; Servicing Agreements.

(a) Holder Responsible for Servicing Series Assets. Each respective Holder will cause the Series Assets allocated to and associated with its respective Series to be administered, managed and controlled pursuant to a Servicing Agreement. Each Holder may engage, or cause the Company (on its own behalf or on behalf of or with respect to such Series) or such Series to engage, one or more servicers to administer, manage and control the Series Assets allocated to and associated with such Series; provided, that NMAC shall be the initial Servicer for all Series Interests outstanding as of the date of this Agreement, including the Unallocated Assets Series. The terms and conditions under which any Servicer will perform such functions will be set forth in a Servicing Agreement appointing such Servicer. The Company (on its own behalf or on behalf of or with respect to such Series) or the applicable Series will be a party to or execute an acknowledgment and acceptance of each Servicing Agreement and of the appointment of the Servicer.

(b) Rights of Administrator With Respect to Series Interests. The Administrator, subject to Section 7.1(e) and the rights of any related Registered Pledgee and to the terms of the related Series Supplement or other Securitized Financing Document, the related Servicing Agreement and any other document to which the related Series Interest is subject, will have the exclusive right to administer, manage, and control each Series, including the right to, at any time and, for any reason or for no reason to:

(i) cause the Company (on its own behalf or on behalf of or with respect to the applicable Series) or such Series to assign or otherwise transfer any related Specified Leases, Specified Leased Vehicles or other Series Assets to, or to the order of, the Holder;

(ii) cause the Company (on its own behalf or on behalf of or with respect to the applicable Series) or such Series to (A) retitle any Leased Vehicle allocated to and associated with the related Series Interest in the name of the Holder or any Person designated by such Holder, (B) note a lien on the Certificate of Title therefor in the name of the Holder or any Person designated by such Holder, or (C) transfer possession of any related Certificate of Title to the Holder or any Person designated by such Holder free and clear of the interest of the Company and such Series;

(iii) receive or direct the application of all Collections on the related Series Assets;

(iv) designate, remove and direct the actions of the related Servicer and specify the terms of the related Servicing Agreement in accordance with Section 4.3(a);

(v) cause the Company (on its own behalf or on behalf of or with respect to the applicable Series) or such Series to accept assignment of title to Leases and Leased Vehicles (or instruct the related Servicer, as their agent, to so direct the Company) for allocation to and association with such Series Interest (if designated as a Revolving Series Interest) in accordance with Section 4.3(c); and

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(vi) cause the Company to reallocate and re-associate any related Specified Leases, Specified Leased Vehicles or other Series Assets to the Unallocated Assets Series or a different Series Interest in accordance with Section 4.3(d).

(c) Subsequent Addition of Series Assets to Revolving Series Interests. The Administrator will, or will cause the related Servicer to, identify in accordance with Section 4.3(f) any Leases, Leased Vehicles or other assets that have been acquired or are to be acquired by the Company for allocation to and association with a Revolving Series Interest, and provide to the applicable Holder(s) the following information with respect to any such assets:

(i) the Revolving Series Interest to which such Leases, Leased Vehicles or other assets have been or are to be allocated and associated;

(ii) the date on which such assets have been or are to be allocated to and associated with such Revolving Series Interest; and

(iii) the date as of which Collections on such assets will be allocated to and associated with such Revolving Series Interest.

Effective as of the date set forth in any notice of the foregoing, the Leases, Leased Vehicles or other assets identified therein will be Series Assets allocated to and associated with the applicable Revolving Series Interest.

(d) Assignment and Transfer of Series Assets from the Company. The Administrator will, or will cause the related Servicer to, identify in writing (which may be electronically) in accordance with Section 4.3(f) any Series Assets that have been allocated to and associated with a Series and that are to be assigned or otherwise transferred by the Company (on its own behalf or on behalf of or with respect to the applicable Series) or such Series to a Person other than the Company (on its own behalf or on behalf of or with respect to a Series), and provide to the applicable Holder(s) the following information with respect to such Series Assets:

(i) the Series Interest from which the Series Assets have been or are to be assigned or otherwise transferred;

(ii) the Assignment Date; and

(iii) the date as of which Collections on such Series Assets will cease to be allocated to and associated with such Series Interest.

Effective as of the Assignment Date set forth in any Assignment Notice, the Series Assets identified therein will cease to be Titling Company Assets. The effectiveness of an Assignment Notice that is delivered with respect to any Series Interest will be subject to the rights of any Registered Pledgees with respect to such Series Interest.

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(e) Reallocation of Series Assets from One Series Interest to Another Series. The Administrator will, or will cause the related Servicer to, identify in writing (which may be electronically) in accordance with Section 4.3(f) any Series Assets allocated to and associated with a Series Interest that have been or are to be reallocated to and associated with another existing Series Interest, and provide to the applicable Holder(s) the following information with respect to such Series Assets:

(i) the Series Interest from which the Series Assets have been or are to be reallocated and associated;

(ii) the Series Interest to which the Series Assets have been or are to be reallocated and associated, as applicable;

(iii) the Reallocation Date; and

(iv) the date as of which Collections on such Series Assets will be allocated to and associated with the Series Interest to which such Series Assets have been or are to be reallocated and associated.

Effective as of the Reallocation Date set forth in any Reallocation Notice, the Leases, Leased Vehicles or other assets identified therein will be reallocated to and associated with the Series Interest set forth in the Reallocation Notice. The effectiveness of a Reallocation Notice that is delivered with respect to any Series Interest will be subject to the rights of any Registered Pledgees with respect to such Series Interest.

(f) Identification of Assets. In identifying Leases, Leased Vehicles and other assets to be allocated, acquired, assigned, transferred or reallocated pursuant to Section 4.1(b) and Sections 4.3(c), (d) or (e), the Administrator will identify:

(i) Leases by account number;

(ii) Leased Vehicles by vehicle identification number; and

(iii) any other Titling Company Assets by such description in such form that will permit the Titling Company Registrar to identify such Titling Company Assets separately from any other Titling Company Assets.

(g) Reporting to Holders. The Administrator (or the related Servicer on its behalf) will report to the applicable Holder(s) (with a copy to the Titling Company Registrar) with respect to assets acquired, assigned, transferred, or reallocated pursuant to Section 4.3(c), (d) and (e) at such times, in such manner and in such form as may be agreed to from time to time by the Administrator (or the related Servicer on its behalf) and such Holder(s), which may include any electronic means.

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Section 4.4 Titling Company Accounts.

(a) The Member or the Administrator, for the benefit of the Company or any applicable Series, may establish and maintain in the name of the Company (on its own behalf or on behalf of or with respect to the applicable Series) or such Series, such separate Company Accounts as are necessary from time to time, bearing a designation clearly indicating that the funds deposited therein are held by the Company (on its own behalf or on behalf of or with respect to the applicable Series) or such Series.

(b) If so specified in any Series Supplement, Servicing Agreement or Securitized Financing Document, the Administrator shall in the manner so specified establish and maintain with respect to each Series, one or more separate deposit accounts or securities accounts for the benefit of the Holder of the related Series (any such account, a “Series Account”). The Servicer may make deposits into, make disbursements from and direct the investment of funds in such Series Accounts in accordance with the terms of this Agreement, any Servicing Agreement, any Securitized Financing Document or any other document to which the related Series Assets are subject.

ARTICLE V

THE CERTIFICATES

Section 5.1 Authentication and Delivery; Form.

(a) Each Certificate will be substantially in the form set forth in Exhibit B, subject to modifications as required or permitted by this Agreement or the related Series Supplement. Each Certificate will be executed by manual or electronic signature by an Authorized Officer of the Company on behalf of the Company, and shall be authenticated by the Titling Company Registrar upon receipt of a written direction from the Company. Each Certificate bearing the manual or facsimile signatures of individuals who were authorized to sign on behalf of the Company or the Titling Company Registrar at the time when such signatures were affixed will be valid and binding Certificates representing such Series Interests notwithstanding that any or all of such individuals may have ceased to be so authorized prior to or did not hold such offices at the date of execution, authentication and delivery of such Certificate or thereafter.

(b) Certificates may be typewritten or produced by any other method, all as determined by the Company, as evidenced by the Company’s execution of such Certificates.

(c) No Person may acquire or receive any Certificate, any Series Interest, or become a Holder unless:

(i) such Person is not acquiring its Series Interest through an “established securities market” within the meaning of section 7704(b) of the Code; and

(ii) after giving effect to such acquisition or receipt, there are no more than 80 beneficial owners for U.S. federal income tax purposes of the Company or portion thereof (including for this purpose the Company and all Series together in aggregate), and including indirectly beneficial owners holding through entities that are PTP Pass-Through Entities and further including holders of debt or any similar financial instrument secured by an interest in a Series (or Certificate or Series Interest) for which a “will”-level opinion of nationally recognized tax counsel confirming the characterization of such instrument as debt for U.S. federal income tax purposes, was not rendered.

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For purposes of this clause (c), a “PTP Pass-Through Entity” is any Person that is for U.S. federal income tax purposes a partnership, grantor trust, or S Corporation (or disregarded as an entity separate from but owned by such an entity) as to which, after giving effect to such acquisition or receipt, 50 percent or more of the value of each beneficial ownership interest in such entity (or its owner in the case of a disregarded entity) is at any time attributable to such entity’s interest in the Company (without regard to any Series) or any Series (taking into account debt or financial instruments described in clause (c) above). This Section 5.1(c) shall be applied with the intent to satisfy Section 301.7704-1(h) of the Treasury Regulations, and where any transfer of a Certificate or interest in the Company or a Series would not otherwise be allowable by reason of failing any of the tests in this Section 5.1(c) such transfer shall nonetheless be allowed if the Member has received an opinion of nationally recognized tax counsel to the effect that such transfer will not cause the Company or any Series to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes.

(d) Notwithstanding that a transfer to a Person may be permissible pursuant to subsection (c), such transfer shall not be permitted unless such Person is not subject to withholding under sections 1441, 1442 or 1446 with respect to payments, distributions and allocations from the Company or a Series.

Section 5.2 Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Titling Company Registrar, or the Titling Company Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to the Titling Company Registrar such security or indemnity as may be required by it to indemnify and hold it harmless, then the Company will execute and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a replacement Certificate of the same Class and Series Interest, which replacement Certificate shall be authenticated by the Titling Company Registrar upon receipt of a written direction from the Company. Such substitute Certificate will constitute for all purposes a substitute for the original Certificate and the original Certificate will be deemed canceled and the books and records of the Titling Company Registrar will indicate such cancellation. Any replacement Certificate will be delivered to the Holder of the applicable Series. However, if there is a Registered Pledgee of such Certificate, then a replacement Certificate will be delivered to the Registered Pledgee if the Notice of Registered Pledge so provides.

Section 5.3 Persons Deemed Holders. Prior to due presentation of a Certificate for registration of transfer, the Titling Company Registrar will regard the Person in whose name such Certificate is registered as the Holder for all purposes. The Holder of any Certificate may covenant or enter into agreements with other Persons with respect to the exercise of any or all of its rights as Holder of such Certificate and, subject to Section 5.4(e), upon receipt of notification of such arrangements by the Titling Company Registrar (with a copy to the Administrator), such Persons will be treated as Holders in accordance with and to the extent provided in such agreement.

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Section 5.4 Registration of Transfer and Exchange of Certificates.

(a) The Titling Company Registrar will keep or cause to be kept, at the office or agency maintained pursuant to Section 5.5, a Certificate Register that, subject to such reasonable regulations as it may prescribe, the Titling Company Registrar will provide for the registration of Certificates and of transfers and exchanges of Series Interests. The Titling Company Registrar will not register any transfer, sale, assignment, hypothecation, pledge or other conveyance of any Series Interest unless the request for such transfer, sale, assignment, hypothecation, pledge or other conveyance is accompanied by either (i) in the case of a conveyance that constitutes a Registered Pledge, a Notice of Registered Pledge and the other documentation required under Sections 5.4(e) and 5.7 or (ii) in the case of any other conveyance of a Series Interest subject to a Registered Pledge, evidence that the related Registered Pledgees have consented to such conveyance.

(b) Upon surrender for registration of transfer of any Certificate to the Titling Company Registrar at its Corporate Trust Office, an Authorized Officer of the Company will execute, authenticate, and deliver, in the name of the designated transferee or transferees, one or more new Certificates in a like aggregate amount dated the date of authentication by the Titling Company Registrar.

(c) Every Certificate presented or surrendered for registration of transfer or exchange will be accompanied by an instrument of transfer or exchange in form satisfactory to the Titling Company Registrar duly executed by the Holder, including, with respect to any Certificate subject to a Registered Pledge, the documentation described in Section 5.4(a)(ii). Each Certificate surrendered for registration of transfer and exchange will be canceled and subsequently disposed of by the Titling Company Registrar.

(d) No service charge will be made for any registration of transfer or exchange of Certificates, but the Titling Company Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.

(e) Except to the extent specified in this Agreement or in the related Servicing Agreement, Series Interests may be assigned, pledged or otherwise transferred. Any attempted assignment, pledge, or other transfer in violation of this Section 5.4(e) will, to the fullest extent permitted by law, be void from the beginning. In addition, each assignee, pledgee or other transferee must, prior to or contemporaneously with any such assignment, pledge or other transfer, execute an agreement containing a non-petition covenant substantially similar to that set forth in Section 11.10 and deliver to the Administrator, the Titling Company Registrar and the Member an executed copy of such agreement.

(f) The Titling Company Registrar will deliver, or cause to be delivered, a copy of this Agreement to each Person that becomes a Holder or Registered Pledgee upon written request.

Section 5.5 Maintenance of Office or Agency. The Titling Company Registrar will maintain an office or offices or agency or agencies where Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Titling Company Registrar in respect of the Certificates and this Agreement may be served. The Titling Company Registrar initially designates its Corporate Trust Office as its office for such purposes. The Titling Company Registrar will give prompt notice to the Member, the Administrator, the Holders and any Registered Pledgees of any change in the location of such office.

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Section 5.6 Cooperation with Servicers. The Company will furnish each Servicer with any powers of attorney and such other documents as have been prepared by such Servicer for execution by the Company (on its own behalf or on behalf of or with respect to the applicable Series) or such Series as are necessary or appropriate to enable such Servicer to carry out its duties under the applicable Servicing Agreement.

Section 5.7 Registered Pledge. In the case of a pledge of a Series Interest on or after the date of this Agreement, the Holder will deliver to the Titling Company Registrar (with a copy to the Administrator) a notice of registered pledge substantially in the form of Exhibit C (a “Notice of Registered Pledge”), an executed copy of the related security agreement and any agreements governing the exercise by the pledgee of the rights of a Holder with respect to the applicable Series Interest (any such pledge, a “Registered Pledge”). Each Notice of Registered Pledge will be executed by the Holder of the Certificate evidencing the related Series Interest and each Registered Pledgee of such Certificate and will set forth the following information:

(i) the name of the Holder;

(ii) the name and address of the Registered Pledgee;

(iii) the Series and Class, if applicable, subject to the Registered Pledge;

(iv) any rights of the Holder under this Agreement, the related Series Supplement and the applicable Certificate that the Holder has agreed may be exercised by the Registered Pledgee;

(v) if there is more than one Registered Pledgee of a Series Interest, a brief statement of the relative rights of each Registered Pledgee in such Series Interest; and

(vi) any additional information required by the Administrator or the Titling Company Registrar.

With respect to any pledge of Certificates issued in connection with the conversion of the Titling Trust to the Company on the date hereof, the Member shall provide the Titling Company Registrar with a list of secured parties that are hereby deemed to be Registered Pledgees in form and substance reasonably acceptable to the Titling Company Registrar, and no Notice of Registered Pledge shall be required with respect to such pledge.

Section 5.8 Article 8 Election. The Company irrevocably elects that each limited liability company interest in the Company (including each Series Interest) shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding provisions of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. The Company shall maintain books for the purpose of registering the transfer of limited liability

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company interests. A transfer of limited liability company interests in the Company shall be effected by registering the transfer upon delivery of an endorsed certificate representing the interests being transferred and otherwise in accordance with Section 5.4. This provision may not be amended, and no such purported amendment to this provision will be effective until all outstanding Certificates have been surrendered for cancellation.

ARTICLE VI

ACCOUNTING AND REPORTS TO HOLDERS

Section 6.1 Accounting and Reports to Holders, the Internal Revenue Service and Others. The Administrator will (a) maintain (or cause to be maintained) the books and records of the Company and each Series, (b) deliver to each Holder and Registered Pledgee such information as may be required by the Code and applicable Treasury Regulations or otherwise, including such information as may be required to enable each Holder and Registered Pledgee to prepare its U.S. federal income tax returns, (c) file (or cause to be filed) any tax returns relating to the Company or any Series and make (or cause to be made) such elections as may be required or appropriate under any applicable law, and (d) cause such tax returns to be signed in the manner required by applicable law.

ARTICLE VII

THE ADMINISTRATOR AND THE TITLING COMPANY REGISTRAR

Section 7.1 Appointment of the Administrator and the Titling Company Registrar; Duties of the Administrator and the Titling Company Registrar.

(a) Appointment of the Administrator and the Titling Company Registrar. The Member appoints NMAC as initial Administrator and U.S. Bank as Titling Company Registrar, and NMAC and U.S. Bank accept such appointments. Each Holder of a Certificate, by acceptance thereof, will be deemed to have consented to the appointment of NMAC as Administrator and U.S. Bank as Titling Company Registrar.

(b) Duties of the Titling Company Registrar. The Titling Company Registrar will perform such duties, and only such duties, as are specifically set forth in this Agreement or in any Series Supplement. To the fullest extent permitted by law, no implied covenants or obligations will be read into this Agreement.

(c) Reliance on Certificates and Opinions. In the absence of bad faith, gross negligence or willful misconduct on its part, each of the Administrator and the Titling Company Registrar may conclusively rely in good faith upon certificates or opinions furnished to the Administrator or the Titling Company Registrar, as the case may be, and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein. However, the immediately preceding sentence will not apply unless the Administrator or the Titling Company Registrar, as the case may be, have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement.

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(d) No Duty to Segregate Funds; No Liability for Interest. Subject to Sections 2.1(d), 2.8, 4.1(e) and 4.4, the Administrator is not required to segregate funds received under this Agreement in any manner except to the extent required by applicable law (including Section 18-215 of the Act) and the related Servicing Agreement and may deposit such funds under such general conditions as may be prescribed by applicable law. The Administrator will not be liable to the Company, any Series or any other Person bound by this Agreement for any interest or net investment earnings on any such funds.

(e) Limitation on Direction by Holders. A Holder will not direct the Administrator or the Titling Company Registrar to take any action that:

(i) is inconsistent with any of the Permitted Transactions or any Permitted Agreement;

(ii) would result in the Company’s or any Series’ becoming an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes or that is otherwise inconsistent with the intended tax characterization of the Company or Series and the Titling Company Assets as set forth in Section 2.6; or

(iii) is otherwise inconsistent with any provision of this Agreement.

Section 7.2 Authorization of the Administrator and Titling Company Registrar. The Administrator and the Titling Company Registrar are authorized and directed to execute and deliver this Agreement and each certificate or other document attached as an exhibit to or contemplated by this Agreement to which the Company is to be a party, in such form as the Administrator may approve.

Section 7.3 Acceptance of Duties; Limitation of Liability.

(a) Except as otherwise provided in this Article VII, the Administrator acts solely as Administrator under this Agreement and not in its individual capacity, and the Titling Company Registrar acts solely as registrar under this Agreement and not in its individual capacity, and, to the fullest extent permitted by law, all Persons having any claim against the Administrator or the Titling Company Registrar by reason of the transactions contemplated by this Agreement will be entitled to payment or satisfaction thereof only in the manner and to the extent set forth in Section 7.9. The Administrator and the Titling Company Registrar agree to perform their respective duties under this Agreement but only upon the terms of this Agreement and each Series Supplement. Each of the Administrator and the Titling Company Registrar also agrees to disburse all moneys received by it constituting part of the Titling Company Assets upon the terms of this Agreement, each Series Supplement and each Servicing Agreement.

(b) To the fullest extent permitted by law, neither the Administrator nor the Titling Company Registrar will be liable or accountable under this Agreement under any circumstances, except that neither the Administrator nor the Titling Company Registrar will be relieved from liability (i) for its intentional misconduct, gross negligence or knowing violation of law, (ii) in the case of the Administrator, for a default in the performance of its duties under this Agreement or (iii) to the extent that the loss or damage giving rise to such liability results from the

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failure of any representation or warranty contained in Section 7.7 (in the case of the Administrator) or Section 7.6 (in the case of the Titling Company Registrar) to be true and correct in all material respects as of the date as of which such representation or warranty was made (provided, that the exceptions specified in clauses (i), (ii) and (iii) do not limit any other part of this Article VII). In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence), to the fullest extent permitted by law:

(i) neither the Administrator nor the Titling Company Registrar will be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of any Holder delivered pursuant to Section 7.4 with respect to such Holder’s Series Interest;

(ii) neither the Administrator nor the Titling Company Registrar will be liable for any error of judgment made in good faith by an Authorized Officer of such Person unless it is proved that the Administrator or the Titling Company Registrar, as the case may be, was grossly negligent in ascertaining the pertinent facts; and

(iii) neither the Administrator nor the Titling Company Registrar will be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 7.4.

(c) No provision of this Agreement will require the Titling Company Registrar to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers under this Agreement, if the Titling Company Registrar has reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.

(d) To the fullest extent permitted by law, neither the Administrator nor the Titling Company Registrar will be responsible for or in respect of, and makes no representation as to the validity or sufficiency of, any provision of this Agreement or for the due execution hereof by the Member or for the form, character, genuineness, sufficiency, value or validity of any of the Titling Company Assets or for or in respect of the validity or sufficiency of the Certificates or any related documents, and to the fullest extent permitted by law, neither the Administrator nor the Titling Company Registrar will in any event assume or incur any liability, duty or obligation to any Holder, other than as expressly provided for herein.

(e) To the fullest extent permitted by law, in no event shall the Administrator or Titling Company Registrar be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications systems or services. Further, to the fullest extent permitted by law, neither the Administrator nor the Titling Company Registrar shall be responsible for special, indirect, punitive or consequential damages.

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Section 7.4 Action upon Instruction by Holders.

(a) The Holder of any Series, subject to the rights of the related Registered Pledgee, if any, may direct the Administrator, the Company or the Servicer with respect to the related Series Interest to take action or refrain from taking action with respect to the related Series solely (i) to the extent set forth in the related Series Supplement or Securitized Financing Document and (ii) to the extent such action or inaction would not conflict with the provisions of this Agreement or any document to which the related Titling Company Assets are subject.

(b) Notwithstanding the foregoing, and in accordance with Section 7.3(c), neither the Administrator nor the Titling Company Registrar will be required to take any action or refrain from taking action under this Agreement if the Administrator or the Titling Company Registrar has reasonably determined, or has been advised by counsel, that such action is likely to result in liability on the part of the Administrator or the Titling Company Registrar or is contrary to the terms hereof or is otherwise contrary to applicable law.

(c) Whenever the Administrator or the Titling Company Registrar is unable to decide between alternative courses of action permitted or required by this Agreement, or is unsure as to the application, intent, interpretation or meaning of any provision of this Agreement, the Administrator or the Titling Company Registrar may request an Opinion of Counsel as to such application, intent, interpretation or meaning, or may give notice (in a form appropriate under the circumstances) to the Holders requesting instruction as to the course of action to be adopted, and, to the extent the Administrator or the Titling Company Registrar acts in good faith in accordance with such Opinion of Counsel or any such instruction received from such Holders, as the case may be, the Administrator or the Tilting Company Registrar, as applicable, will not, to the fullest extent permitted by law, be liable on account of such action to any Person bound by this Agreement. If the Administrator or the Titling Company Registrar does not receive an Opinion of Counsel or appropriate instructions within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but will be under no duty to, take or refrain from taking such action that is consistent, in its view, with this Agreement, and as it deems to be in the best interests of the Holders, and, to the fullest extent permitted by law, the Administrator or the Tilting Company Registrar, as applicable, will have no liability to any Person bound by this Agreement for any such action or inaction.

(d) Notwithstanding the foregoing, this Section 7.4 shall not apply with respect to any Material Action to be consented to by the Administrator pursuant to Section 2.8(b).

Section 7.5 Furnishing of Documents. The Administrator will furnish to the Holders and the Titling Company Registrar, promptly upon receipt of a request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Administrator by the Servicer or others.

Section 7.6 Representations and Warranties of the Titling Company Registrar. The Titling Company Registrar represents and warrants to the Member, the Holders and the Registered Pledgees that:

(a) it is a national banking association duly organized and validly existing under the laws of the United States;

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(b) it has full power, authority and legal right to execute, deliver and perform this Agreement, and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement;

(c) the execution, delivery and performance by it of this Agreement (i) does not violate any provision of any law or regulation governing the banking and trust powers of the Titling Company Registrar or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to the Titling Company Registrar or any of its assets, (ii) does not violate any provision of the corporate charter or by-laws of the Titling Company Registrar, and (iii) does not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any Lien on any properties of the Titling Company Registrar pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, violation, default or Lien could reasonably be expected to have a materially adverse effect on the Titling Company Registrar’s performance or ability to perform its duties under this Agreement or on the transactions contemplated in this Agreement;

(d) the execution, delivery and performance by the Titling Company Registrar of this Agreement does not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any Governmental Authority regulating the banking and corporate trust activities of national banking associations; and

(e) this Agreement has been duly executed and delivered by the Titling Company Registrar and constitutes the legal, valid and binding agreement of the Titling Company Registrar, enforceable in accordance with its terms, except as enforceability may be limited by insolvency, bankruptcy, reorganization, or other laws relating to or affecting the enforcement of creditors’ rights and by general equitable principles.

Section 7.7 Representations and Warranties of the Administrator. The Administrator represents and warrants to the Member, the Holders and the Registered Pledgees that:

(a) it is a company duly organized, validly existing and in good standing under the laws of its jurisdiction of formation;

(b) it has full power, authority and legal right to execute, deliver and perform this Agreement, and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement;

(c) the execution, delivery and performance by it of this Agreement (i) does not violate any provision of any law or regulation governing the limited liability company powers of the Administrator or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to the Administrator or any of its assets, (ii) does not violate any provision of the governing documents of the Administrator and (iii) does not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any Lien on any properties of the Administrator pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, violation, default or Lien could reasonably be expected to have a materially adverse effect on the Administrator’s performance or ability to perform its duties under this Agreement or on the transactions contemplated in this Agreement;

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(d) the execution, delivery and performance by the Administrator of this Agreement does not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any Governmental Authority regulating the banking and corporate trust activities of national banking associations; and

(e) this Agreement has been duly executed and delivered by the Administrator and constitutes the legal, valid and binding agreement of the Administrator, enforceable in accordance with its terms, except as enforceability may be limited by insolvency, bankruptcy, reorganization, or other laws relating to or affecting the enforcement of creditors’ rights and by general equitable principles.

Section 7.8 Reliance; Advice of Counsel.

(a) To the fullest extent permitted by law, neither the Administrator nor the Titling Company Registrar will incur liability to any Person bound by this Agreement in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties and need not investigate any fact or matter in any such document. The Administrator and the Titling Company Registrar may accept a certified copy of a resolution of the governing body of any entity as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. If the method of the determination of any fact or matter is not specifically prescribed herein, the Administrator or the Titling Company Registrar, as the case may be, may for all purposes hereof rely on a certificate, signed by an Authorized Officer, the Member, any Holder or by the president or any vice president or by the treasurer or other authorized officers of the relevant party, as to such fact or matter, and such certificate will, to the fullest extent permitted by law, constitute full protection to the Administrator or the Titling Company Registrar, as the case may be, for any action taken or omitted to be taken by it in good faith in reliance thereon.

(b) In the performance of its duties and obligations under this Agreement, the Titling Company Registrar: (i) may act directly or through its agents, attorneys, custodians or nominees pursuant to agreements entered into with any of them, and the Titling Company Registrar will not be liable to any Person bound by this Agreement for the conduct or misconduct of such agents, attorneys, custodians or nominees if such agents, attorneys, custodians or nominees will have been selected by the Titling Company Registrar with reasonable care and (ii) may consult with counsel, accountants and other skilled professionals to be selected with reasonable care and employed by it. To the fullest extent permitted by law, the Titling Company Registrar will not be liable for anything done, suffered or omitted in good faith by it in accordance with any Opinion of Counsel or advice of such accountants or other such skilled professionals and not contrary to this Agreement.

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Section 7.9 Compensation and Indemnity.

(a) Each of the Administrator and the Titling Company Registrar will receive as compensation for its services under this Agreement such reasonable fees as separately agreed upon between the Member and the Administrator or the Titling Company Registrar, as the case may be. Each of the Administrator and the Titling Company Registrar will be entitled to be reimbursed by the Member for its reasonable expenses under this Agreement, including the reasonable compensation, expenses and disbursements of such agents, custodians, nominees, representatives, experts and counsel as the Administrator or the Titling Company Registrar, as the case may be, may employ in connection with the exercise and performance of its rights and its duties under this Agreement. Unless otherwise specified in any Series Supplement, the Administrator will pay the fees and expenses of the Titling Company Registrar to the extent such fees and expenses are not paid by the Member.

(b) To the fullest extent permitted by law, the Administrator will indemnify the Titling Company Registrar against any and all loss, liability or expense (including attorneys’ fees and expenses and the costs and expenses of enforcing the indemnity obligations of the Administrator) incurred by it in connection with the administration of this Agreement and the performance of its duties hereunder. The Titling Company Registrar shall notify the Administrator promptly of any claim for which it may seek indemnity. Failure by the Titling Company Registrar to so notify the Administrator shall not relieve the Administrator of its obligations hereunder. The Administrator shall defend or shall cause the Servicer to defend any such claim, and the Titling Company Registrar may have separate counsel. Neither the Administrator, the Member nor any other Person is required to reimburse any expense or indemnify against any loss, liability or expense incurred by the Titling Company Registrar through the Titling Company Registrar’s own willful misconduct, gross negligence or bad faith.

Section 7.10 Resignation or Removal of Administrator and Titling Company Registrar.

(a) To the fullest extent permitted by law, neither the Administrator nor the Titling Company Registrar may resign without the consent of the Member unless the Administrator or the Titling Company Registrar, as the case may be, ceases to be eligible in accordance with the provisions of Section 7.11 or the Administrator or the Titling Company Registrar, as the case may be, is incapable of acting or it is illegal for the Administrator or the Titling Company Registrar, as the case may be, to act.

(b) The Member may remove the Administrator or the Titling Company Registrar (and will remove the Administrator or the Titling Company Registrar in the case of the occurrence of an event described in clause (ii), (iii) or (iv) and will remove the Titling Company Registrar in the case of the occurrence of an event described in clause (i)):

(i) in the case of the Titling Company Registrar, if the Titling Company Registrar ceases to be eligible in accordance with the provisions of Section 7.12 and fails to resign after a request therefor by the Member;

(ii) if the Administrator or the Titling Company Registrar, as the case may be, is subject to a Bankruptcy;

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(iii) if the Administrator or the Titling Company Registrar, as the case may be, otherwise is incapable of acting or it is illegal for the Administrator or the Titling Company Registrar, as the case may be, to act;

(iv) if the Administrator defaults in the performance of its duties under this Agreement in any material respect, and after notice of such default by the Member or a Holder, the Administrator does not cure such default within 60 days; or

(v) at its discretion, if the Member determines that such removal would not reasonably be expected to materially adversely affect any Holder or Registered Pledgee (such determination to be evidenced by an Officer’s Certificate delivered by the Member to the Administrator or Titling Company Registrar, as applicable).

(c) If the Administrator or the Titling Company Registrar is removed or if a vacancy exists in the office of Administrator or Titling Company Registrar for any reason, the Member will promptly appoint a successor Administrator or Titling Company Registrar, as applicable, by instrument (one copy of which will be delivered to the outgoing Administrator or Titling Company Registrar, as applicable, so removed, one copy to the successor Administrator or Titling Company Registrar, one copy to each Rating Agency then rating any Securities and one copy to each Registered Pledgee with respect to any Series Interest related to a Security not rated by any Rating Agency). Any successor to the Administrator must have experience with respect to the servicing of motor vehicle leases. Any successor to the Titling Company Registrar must satisfy the requirements of Section 7.12. All costs associated with the resignation or removal of the Administrator or the Titling Company Registrar and the appointment of a successor will be borne by the Member and the Holders of the Certificates pro rata based on the Cash Value of the Series Assets in the related Series. However, if the Member (i) consents to the resignation of the Administrator or the Titling Company Registrar pursuant to Section 7.10(a) or (ii) removes the Administrator or the Titling Company Registrar pursuant to Section 7.10(b)(v), all such costs will be borne exclusively by the Member.

(d) Any resignation or removal of the Administrator or the Titling Company Registrar and appointment of a successor Administrator or Titling Company Registrar pursuant to any of the provisions of this Section 7.10 will not, to the fullest extent permitted by law, become effective until an acceptance of appointment is delivered by the successor Administrator or Titling Company Registrar, as the case may be, upon which, the successor Administrator or Titling Company Registrar, as the case may be, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Administrator or Titling Company Registrar, as the case may be. To the fullest extent permitted by law, if a successor Titling Company Registrar does not take office within sixty (60) days after the resignation or removal of the Titling Company Registrar, such resigning or removed Titling Company Registrar may petition any court of competent jurisdiction for the appointment of a successor Titling Company Registrar.

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(e) The predecessor Administrator or Titling Company Registrar, as the case may be, will deliver to the successor Administrator or Titling Company Registrar, as the case may be, all books, records, accounts, documents, statements and monies held by it under this Agreement. The predecessor Administrator or Titling Company Registrar, as the case may be, will execute and deliver such instruments and do such other things as may reasonably be required to fully and certainly vest and confirm in the successor Administrator or Titling Company Registrar, as the case may be, all such rights, powers, duties and obligations. The predecessor Administrator or Titling Company Registrar, as the case may be, will cooperate with the successor Administrator or Titling Company Registrar, as the case may be, in a reasonable manner to ensure that the successor Administrator or Titling Company Registrar, as the case may be, has all books, records, accounts, documents, statements and monies held by it under this Agreement and any other relevant information relating to the Titling Company Assets.

(f) Upon the acceptance by a successor Administrator or Titling Company Registrar, as the case may be, of its appointment pursuant to this Section 7.10, the Member will mail notice of such appointment to each Holder or Registered Pledgee. If the Member fails to mail such notice within 10 days after the successor Administrator or Titling Company Registrar, as the case may be, has accepted its appointment under this Agreement, the successor Administrator or Titling Company Registrar, as the case may be, will cause such notice to be mailed at the expense of the Member.

Section 7.11 Merger or Consolidation.

(a) Any Person that may be merged, converted or consolidated with Titling Company Registrar, or any Person resulting from any merger, conversion or consolidation to which the Titling Company Registrar is a party, or any Person succeeding to all or substantially all of the corporate trust business of the Titling Company Registrar, as the case may be, will be deemed the successor of the Titling Company Registrar, as the case may be, under this Agreement so long as such Person satisfies the requirements of Section 7.12, and without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

(b) Any Person that may be merged, converted or consolidated with Administrator, or any Person resulting from any merger, conversion or consolidation to which the Administrator is a party, or any Person succeeding to all or substantially all of the business of the Administrator, as the case may be, will be deemed the successor of the Administrator, as the case may be, under this Agreement so long as such Person satisfies the requirements of Section 7.10(c), and without the execution or filing of any instrument or any further act on the part of any of the parties hereto.

Section 7.12 Eligibility Requirements for the Titling Company Registrar. The Titling Company Registrar will at all times:

(a) be a corporation or a banking association organized under the laws of the United States or any state thereof;

(b) be authorized to exercise corporate trust powers; and

(c) have, or be a wholly owned subsidiary of an entity that has, a combined capital and surplus of not less than $50,000,000.

Section 7.13 Updating List of Authorized Officers. The Administrator may from time to time designate the individuals who are authorized to act as “Authorized Officers” with respect to the Administrator pursuant to an Officer’s Certificate distributed to the Company and the Member.

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ARTICLE VIII

DISSOLUTION; TERMINATION

Section 8.1 Dissolution of the Company; Termination of Series.

(a) The Company will dissolve, and its affairs shall be wound up, upon the earliest to occur of the following: (i) on the final distribution by the Administrator of all moneys or other property constituting Titling Company Assets, (ii) at the direction of the Member so long as no Undertakings are outstanding, (iii) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the Act, or (iv) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act. Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company, or that causes the last remaining Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) an assignment by such Member of all of its limited liability company interest in the Company and the admission of the transferee, or (ii) the resignation of such Member and the admission of an additional member of the Company), to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of such member in the Company.

(b) A Series shall be terminated, and its affairs wound up, upon the earliest to occur of (i) the dissolution of the Company, (ii) the receipt by the Administrator of direction to such effect signed by the Holder of the related Certificate, with the consent of the Registered Pledgee, if any, or (iii) the entry of a decree of judicial termination of such Series under Section 18-215 of the Act. The termination and winding up of a Series shall not, in it of itself, cause a dissolution of the Company or the termination of any other Series. The termination of a Series shall not affect the limitation on liabilities of such Series or any Other Series provided by this Agreement and the Act. Upon any such termination of a Series Interest, in the event that the Company has not dissolved, the Administrator (at the expense and direction of the related Holder or Registered Pledgee) will reallocate and re-associate the related Series Assets to the Unallocated Assets Series or any other Series, if any, or will, following the satisfaction of the liabilities of such Series in accordance with the Act, distribute to the Holder of the Certificate related to the terminating Series Interest, subject to the rights of any Registered Pledgees, all related Series Assets, including title to the related Specified Leased Vehicles by causing the Certificates of Title with respect thereto to be reregistered in the name of, or at the direction of, such Holder. Upon the dissolution of the Company, following the satisfaction of the liabilities of the Company and applicable Series in accordance with the Act, the Administrator will distribute to each Holder of a Certificate the related Series Assets by causing the Certificates of Title to be reregistered in the name of, or at the direction of, each such Holder.

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(c) In the event of dissolution or termination, as applicable, the Company or applicable Series shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company or such Series in an orderly manner), and the assets of the Company or such Series, as applicable, shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act and this Section 8.1.

(d) The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed in the manner provided for in this Agreement and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act.

(e) Notwithstanding any other provision of this Agreement, the Bankruptcy of a Member or Special Member shall not cause such Member or Special Member, respectively, to cease to be a member of the Company or any Series and upon the occurrence of such an event, the Company shall continue without dissolution and any applicable Series shall continue without termination.

(f) The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation as provided in the Act.

ARTICLE IX

AMENDMENTS

Section 9.1 Amendments. This Agreement may be amended or supplemented by written agreement among the Member, the Administrator and the Titling Company Registrar, with the consent of each Holder materially and adversely affected thereby; provided, however, that the consent of a Beneficiary shall not be required if (i)(A) the purpose of such amendment or supplement is to cure any ambiguity, to correct or supplement any provision of this Agreement that may be inconsistent with any other provision of this Agreement, to add any provision that provides additional rights to Holders or to ensure that none of the Company or any Series or one or more Beneficiaries or Holders is classified as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes and (B) such amendment or supplement will not, in the good faith judgment of the Member and the Administrator, materially and adversely affect the interest of any Holder, (ii) an Opinion of Counsel or an Officer’s Certificate is delivered to the Titling Company Registrar to the effect that such amendment or supplement will not materially and adversely affect the interest of any Holder which has not consented to such amendment or (iii) if the Rating Agency Condition is satisfied with respect to such amendment or supplement; provided, further, that any such amendment shall require such additional approvals, if any, as may be required under each related Series Supplement or Securitized Financing. Nothing in this Section 9.1 shall restrict the entry into or apply to any Series Supplement or any Series Designation Notice entered into in accordance with this Agreement (which Series Supplements and Series Designation Notices may, for the avoidance of doubt, alter, supplement or amend the terms of this Agreement with respect to the particular Series notwithstanding the provisions of this Section 9.1 or any other provision of this Agreement).

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ARTICLE X

LIABILITIES

Section 10.1 Liabilities.

(a) Holder’s Liability Limited to Related Series Interest. Except to the extent required by law or specified in this Agreement or in the related Series Supplement, Series Assets with respect to a particular Series shall not be subject to Liabilities arising from or with respect to the Company generally, the Member, the Administrator, the Titling Company Registrar, or any Other Series. Except to the extent required by law or specified in this Agreement, no creditor or holder of a claim relating to assets allocated to and associated with any Series shall be entitled to maintain any action against or recover any assets allocated to and associated with any Other Series. Notice of the limitation on inter-series liabilities set forth in Section 2.1(d) shall be set forth in the certificate of formation of the Company as filed or to be filed in the Office of the Secretary of State of the State of Delaware pursuant to the Act. The statutory provisions of Section 18-215 of the Act relating to limitations on inter-series liabilities (and the statutory effect under Section 18-215 of setting forth such notice in the certificate of formation) shall be applicable to the Company and each Series. To the extent that a Liability shall be incurred or suffered with respect to, or is attributable to, any Titling Company Assets (the “Affected Assets”) allocated to and associated with one or more Series, each such Series shall, from and to the extent of monies from time to time on deposit in the related collection accounts, bear in full such Liability pro rata in the ratio of the aggregate Cash Value of the Affected Assets in all such Series and, in accordance with Section 18-215 of the Act, all Other Series shall bear none of such Liability; provided, however, that to the extent any such Liability is suffered with respect to all Titling Company Assets generally, each Series shall, from and to the extent of monies on deposit in the related Collection Accounts, bear such Liability in proportion to the ratio of the aggregate Cash Value of the Titling Company Assets in such Series to the aggregate Cash Value of all Titling Company Assets. In each case in which more than one Series is to bear any such Liability, the Administrator shall transfer periodically from each related collection account to the other applicable account the share of such Liability borne by each such Series.

(b) Series Assets Not Subject to Liabilities. To the fullest extent permitted by law, none of the Administrator or any other Indemnified Person will have any recourse against the assets of the Company or any Series, including any Series Assets, with respect to any claim that any such Person may have against the Company, any Series or any Holder, Registered Pledgee, Servicer or Affiliate of any of the foregoing.

(c) If, notwithstanding the provisions of this Agreement and Section 18-215 of the Act, a third party claim against the Company or a Series is satisfied out of the Titling Company Assets in proportions other than as provided in Section 10.01(a), then, notwithstanding anything to the contrary contained herein, the Administrator shall promptly identify and reallocate and re-associate (or cause the Titling Company Registrar to identify and reallocate and re-associate) the remaining Titling Company Assets among each Series such that each Series shall bear the expense of such claim as nearly as possible as if such claim had been allocated as provided in Section 10.01(a).

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ARTICLE XI

MISCELLANEOUS

Section 11.1 No Legal Title to Titling Company Assets. The Holders will not have legal title to any Titling Company Assets unless such Titling Company Assets are transferred to such Holder in accordance with this Agreement and any related Series Supplement.

Section 11.2 Limitations on Rights of Others. This Agreement is solely for the benefit of the Administrator, the Member, each Registered Pledgee and the Holders, and nothing in this Agreement, whether express or implied, will be construed to give to any other Person any legal or equitable right, remedy or claim in the Company, any Series or the Titling Company Assets or under or in respect of this Agreement or any covenants, conditions or provisions contained in this Agreement.

Section 11.3 Notices. All demands, notices and communications hereunder shall be in writing and shall be delivered or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service, by facsimile or electronically by email (if an email address is provided), and addressed in each case as follows: (i) if to the Servicer, at One Nissan Way, Franklin, Tennessee 37067 (email: doug.gwin@nissan-usa.com), Attention: Douglas Gwin; (ii) if to the Member, at One Nissan Way, Franklin, Tennessee 37067 (email: doug.gwin@nissan-usa.com), Attention: Douglas Gwin; (iii) if to the Titling Company Registrar, at 190 South LaSalle Street, 7th Floor, Chicago, IL 60603 (email: brian.kozack@usbank.com), Attention: Nissan-Infiniti LT LLC (iv) if to the Company or any Series, at One Nissan Way, Franklin, Tennessee 37067 (email: doug.gwin@nissan-usa.com), Attention: Douglas Gwin; (v) if to the Administrator, at One Nissan Way, Franklin, Tennessee 37067 (email: doug.gwin@nissan-usa.com), Attention: Douglas Gwin; or (vi) at such other address as shall be designated by any of the foregoing in a written notice to the other parties hereto. Delivery shall occur only when delivered by hand or, in the case of mail, email or facsimile notice, upon actual receipt or reported tender of such communication by an officer of the intended recipient entitled to receive such notices located at the address of such recipient for notices hereunder. Any notice to be delivered to any Holder that is a permitted assignee of a Certificate, will be delivered at the address provided to the Administrator by such Person.

Section 11.4 GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES), ALL RIGHTS AND REMEDIES BEING GOVERNED BY SAID LAWS.

Section 11.5 Severability; Conflict with Act; Limitation on Distributions. If any one or more of the covenants, agreements, provisions or terms of this Agreement is held invalid, illegal or unenforceable, then such covenants, agreements, provisions or terms will be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and will in no way affect the validity, legality or enforceability of the other provisions of this

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Agreement or of the Certificates or any Securities or the rights of any Holders or holders of Securities. If there is a direct conflict between the provisions of this Agreement and any mandatory provision of the Act, then the applicable provision of the Act will control. Notwithstanding any other provision of this Agreement to the contrary, neither the Company nor any Series shall make any distribution, payment or other transfer of assets to a Member or Holder if such distribution, payment or other transfer would violate the Act or other applicable law.

Section 11.6 Counterparts. This Agreement may be executed in any number of counterparts, each of which counterparts will be an original, and all of which counterparts will together constitute one and the same instrument. Executed counterparts may be delivered in physical or electronic form.

Section 11.7 Headings. The headings in this Agreement are included for convenience only and will not affect the meaning or interpretation of any provision of this Agreement.

Section 11.8 Successors and Assigns. All covenants and agreements contained herein are binding upon, and inure to the benefit of, the Member, the Administrator, each Holder, each Registered Pledgee and their respective successors and permitted assigns. Notwithstanding the foregoing, except as otherwise expressly provided herein, the interests of the Member hereunder will not be assigned, pledged, or otherwise transferred unless an Opinion of Counsel, delivered to the Administrator, is rendered (a) that such assignment, pledge or other transfer will not cause the Company to be classified as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes and (b) regarding substantive nonconsolidation matters with respect to the Member and the Company. Any attempted assignment, pledge or other transfer in violation of this Section 11.8 will, to the fullest extent permitted by law, be void from the beginning. Any request, notice, direction, consent, instruction, waiver or other instrument or action by a Holder will bind the successors and assigns of such Holder.

Section 11.9 No Recourse. Each Holder by accepting a Certificate acknowledges that such Holder’s Certificate or Certificates represent Series Interests only and does not represent interests in or obligations of the Member, any other Holder, the Titling Company Registrar, the Administrator, the Company generally or any Other Series or any Affiliate thereof and no recourse may be had against such Persons or their assets, except as may be expressly set forth or contemplated in this Agreement or the Certificates.

Section 11.10 No Petition. Each of the parties hereto covenants and agrees that prior to the date which is one year and one day after the date upon which all obligations under each Securitized Financing have been paid in full, it will not institute against, or join any other Person in instituting against, the Member, the Company, any Special Purpose Affiliate or any Beneficiary, any involuntary bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding or other Proceeding under any federal or state bankruptcy or similar law.

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Section 11.11 Information to be Provided by the Titling Company Registrar. The Titling Company Registrar shall provide the Administrator and the Member (each, a “Nissan Party” and collectively, the “Nissan Parties”) with (i) notification, as soon as practicable and in any event within ten Business Days, of all demands communicated to an Authorized Officer of the Titling Company Registrar for the repurchase or replacement of any Lease or Leased Vehicle pursuant to any Securitized Financing document, and (ii) promptly upon receipt of a written request by a Nissan Party, any other information in its possession reasonably requested by a Nissan Party to facilitate compliance by the Nissan Parties with Rule 15Ga-1 under the Exchange Act and Items 1104(c) and 1121(c) of Regulation AB. In no event shall the Titling Company Registrar be deemed to be a “securitizer” as defined in Section 15G(a) of the Exchange Act, nor shall it have any responsibility for making any filing required to be made by a securitizer under the Exchange Act or Regulation AB.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

NILT LLC,
as Member
By:	/s/ Kevin J. Cullum
Name:	Kevin J. Cullum
Title:	President
NISSAN MOTOR ACCEPTANCE COMPANY LLC,
as Administrator
By:	/s/ Kevin J. Cullum
Name:	Kevin J. Cullum
Title:	President
U.S. BANK NATIONAL ASSOCIATION,
	not in its individual capacity but
	solely as Titling Company Registrar
By:	/s/ Brian W. Kozack
Name:	Brian W. Kozack
Title:	Vice President
Independent Manager Name:
/s/ Kevin P. Burns
Name: Kevin P. Burns

[SIGNATURE PAGE TO NISSAN-INFINITI LT LLC AGREEMENT]

SCHEDULE I

DEFINITIONS

“Act” means the Delaware Limited Liability Company Act (currently Chapter 18 of Title 6, Sections 18-101 through 18-1208 of the Delaware Code), as amended from time to time.

“Adjusted Lease Balance” means, with respect to any Lease and the related Leased Vehicle as of any date, the adjusted capitalized cost (as determined by the Administrator in accordance with its customary practices) minus the aggregate payments actually paid by or on behalf of the related Lessee on or prior to such date that would typically be applied to reduce such capitalized cost.

“Administrator” means NMAC, as manager of the Company and each Series under this Agreement.

“Affected Assets” has the meaning specified in Section 10.1(a).

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with such Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“Assignment Agreement” means an agreement between NMAC (or another finance company) and the Company pursuant to which NMAC (or such finance company) assigns to the Company its rights under each Dealer Agreement described therein.

“Assignment Date” means, with respect to any Series Asset allocated to and associated with any Series Interest, the date as of which such Series Asset is assigned or otherwise transferred pursuant to Section 4.3(d).

“Assignment Notice” means a notice provided to the Administrator pursuant to Section 4.3(d).

“Authorized Officer” means, (a) with respect to the Titling Company Registrar, any officer of the Titling Company Registrar who is authorized to act for the Tiling Company Registrar in matters relating to the Company or any Series, (b) with respect to the Company or any Series, means an officer of the Company or such Series appointed pursuant to Section 3.12 and (c) with respect to the Member or the Administrator, the president, any vice president, the treasurer, any assistant treasurer, the secretary and any assistant secretary of the Member or the Administrator, respectively.

“Bankruptcy” means, with respect to any Person, (A)if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization, arrangement,

composition, readjustment, liquidation or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, or (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or (B) if 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without such Person’s consent or acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated. The foregoing definition of “Bankruptcy” is intended to replace and shall supersede and replace the definition of “Bankruptcy” set forth in Sections 18-101(1) and 18-304 of the Act.

“Bankruptcy Code” means the United States Bankruptcy Code, as set forth in Title 11 of the United States Code, as amended from time to time.

“Beneficiaries” means, with respect to (i) the Unallocated Assets Series, the Member, and (ii) any Series other than the Unallocated Assets Series, the Holder and any other Person or Persons designated as a Beneficiary of such Series in the related Series Supplement, in each case together with their permitted successors and assigns.

“Business Day” means a day other than a Saturday, a Sunday or other day on which commercial banks located in the states of Delaware, New York, Tennessee, Illinois or, with respect to any Series, any other location of a Servicer, indenture trustee or owner trustee for a Permitted Transaction, are authorized or obligated by law, executed order or governmental decree to be closed.

“Cash Value” means, with respect to any or all Titling Company Assets, as the context may require, on any date, the sum of all cash and the aggregate Adjusted Lease Balance of the Leases comprising such Titling Company Assets on such date.

“Certificate” or “Series Certificate” has the meaning specified in Section 4.1(a).

“Certificate of Formation” has the meaning set forth in the Recitals.

“Certificate of Title” means a certificate of title or other evidence of ownership (which may be in electronic form) of a Leased Vehicle issued by the Registrar of Titles in the jurisdiction in which such Leased Vehicle is registered.

“Certificate Register” means the register maintained pursuant to Section 5.4(a).

“Class” has the meaning specified in Section 4.1(b)(iii).

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Collections” means, with respect to any Series Interest, except as otherwise provided in the related Servicing Agreement, all amounts received in respect of the related Series Assets, including all amounts collected from related Lessees on the related Leases, all amounts received with respect to the sale or other disposition of the related Leased Vehicles, all amounts received from Dealers with respect to the related Leases or Leased Vehicles and all Insurance Proceeds of any kind with respect to the related Lessees or Leased Vehicles.

“Company” means Nissan-Infiniti LT LLC, a Delaware limited liability company.

“Company Account” has the meaning set forth in Section 2.5(a).

“Corporate Trust Office” means, with respect to the Titling Company Registrar,

(a) for transfers of Certificates:

U.S. Bank National Association

60 Livingston Avenue

EP-MN-WS2N

Attention: Bondholder Services—Nissan – Infiniti LLC

St. Paul, Minnesota 55107

(b) for all other notices, the office of the Titling Company Registrar, which as of the date of this Agreement is located at:

U.S. Bank National Association

190 South LaSalle Street, Seventh Floor

Chicago, Illinois 60603

Telephone: (312) 332-7821

or at such other address as the Titling Company Registrar may designate by notice to the Administrator, the Member and the Holders.

“Dealer” means a motor vehicle dealer that is party to a Dealer Agreement.

“Dealer Agreement” means an agreement between a Dealer and NMAC, an Affiliate of NMAC, another finance company or the Company, which sets forth the respective rights and obligations of the parties with respect to the origination of lease contracts by the Dealer.

“Fixed Series Interest” has the meaning specified in Section 4.1(c)(ii).

“Governmental Authority” means any nation or government, any State or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Holder” means each holder of a Certificate, as indicated in the Certificate Register. A Holder shall not, solely on account of holding a Certificate or the Series Interest represented thereby, be a member of the Company or any Series.

“Indemnified Person” means each of the Titling Company Registrar, the Beneficiaries, the Holders and any Registered Pledgees, and their respective officers, directors, shareholders, Affiliates, employees and agents.

“Independent Manager” means an individual who was not at any time during the preceding five years (i) a director (other than during his tenure as an Independent Manager of the Company or any Series or as an independent manager or independent director for one or more affiliates of the Company), officer, employee or Affiliate of the Company or any of its affiliates (other than any limited purpose or special purpose corporation or limited liability company similar to the Company or any Special Purpose Affiliate), (ii) a person related to any officer or director of any Affiliate of the Company (other than any limited purpose or special purpose corporation or limited liability company similar to the Company or any Special Purpose Affiliate), (iii) a direct or indirect holder of more than 5% of any voting securities of any Affiliate of the Company, (iv) a person related to a direct or indirect holder of 5% or more of the any voting securities of any Affiliate of the Company, (v) a material creditor, material supplier, family member, manager (other than as an Independent Manager), or contractor of the Company, or (vi) a person who controls (whether directly, indirectly, or otherwise) the Company or its Affiliates or any material creditor, material supplier, employee, officer, director, manager (other than during his tenure as an Independent Manager of the Company or any Series or as an independent manager or independent director for one or more affiliates of the Company), or material contractor of the Company or its Affiliates.

“Lease” means any lease contract or similar arrangement for a Leased Vehicle assigned to the Company (on its own behalf or on behalf of or with respect to a Series) or a Series or entered into between a Lessee and the Company (on its own behalf or on behalf of or with respect to a Series) or a Series.

“Leased Vehicle” means a new or used motor vehicle (including, without limitation, an automobile, sport utility vehicle, minivan, motorcycle or light-duty truck), together with all accessories, parts and additions constituting a part thereof, and all accessions thereto, leased to a Lessee pursuant to a Lease.

“Lessee” means each Person that is a lessee or obligor under a Lease, including any Person that executes a guarantee on behalf of such lessee.

“Lessor” means each Person that is the lessor under a Lease or the assignee thereof, including the Company.

“Liability” means any liability, debt, obligation or expense, including any indemnification obligation.

“Lien” means any security interest, lien, charge, pledge, equity or encumbrance of any kind, other than tax liens, mechanics’ liens, any liens that attach to property by operation of law and statutory purchase liens to the extent not past due.

“Manufacturer” means the manufacturer or vendor of a motor vehicle.

“Material Action” means to consolidate, merge or divide the Company or any Series with or into any Person, or to institute proceedings to have the Company or any Series be adjudicated bankrupt or insolvent, or consent (or fail to object) to the institution of bankruptcy or insolvency proceedings against the Company or any Series or file a voluntary bankruptcy petition or any other petition seeking, or consent to, reorganization or relief with respect to the Company

or any Series under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or any Series or a substantial part of the property of the Company or any Series, or make any assignment for the benefit of creditors of the Company or any Series, or admit in writing the Company’s or any Series’ inability to pay its debts generally as they become due, or take action in furtherance of any such action, or, to the fullest extent permitted by law, dissolve, terminate or liquidate the Company or any Series.

“Member” has the meaning specified in the Preamble. The term “Member” shall not include any Special Member.

“Notice of Registered Pledge” has the meaning specified in Section 5.7.

“Opinion of Counsel” means a written opinion of counsel who may, except as otherwise expressly provided in the Titling Company Documents or related Securitized Financing Documents, be counsel for a Beneficiary, the Servicer or any of their respective Affiliates (including, in each such case, in-house counsel).

“Other Series” means, with respect to a Series, any Series other than such Series.

“Other Series Assets” means all Series Assets allocated to and associated with an Other Series.

“Other Series Certificate” means a Certificate relating to an Other Series.

“Permitted Agreements” means any Lease, any Series Supplement, any Servicing Agreement, any Series Servicing Supplement, any Securitized Financing Document or other document entered into in connection with or otherwise relating to any Securitized Financing, any assignment of Titling Company Assets or rights relating thereto from any Dealer, Manufacturer or other Person, and any intercreditor agreement relating to any Titling Company Assets or any security interest in property of obligors, each as amended, supplemented or otherwise modified from time to time; provided, however, that no agreement shall be a Permitted Agreement if (a) it contains any financial obligation on the part of the Company that may be satisfied out of Titling Company Assets generally unless a Person other than the Company has agreed to be primarily responsible for such financial obligation in a manner not inconsistent with this Agreement or (b) other than a Lease, it contains any nonfinancial obligation which the Servicer, the Administrator, the Titling Company Registrar or similar service provider has not agreed to perform pursuant to a written agreement.

“Permitted Transactions” means the activities described in Section 2.4 and Section 2.5, including, without limitation, Securitized Financings.

“Person” means any individual, corporation, estate, partnership (or any series thereof), limited liability company (or any series thereof), joint venture, association, joint stock company, trust (including any beneficiary thereof) (or any series thereof), unincorporated organization or government or any agency or political subdivision thereof.

“Rating Agency” means each nationally recognized statistical rating organization that has been requested by any Holder or its agent to rate any class of Securities.

“Rating Agency Condition” means, (i) with respect to any event or action and each Rating Agency rating a class of Securities, either (a) written confirmation (which may be in the form of a letter, a press release or other publication, or a change in such Rating Agency’s published ratings criteria to this effect) by such Rating Agency that the occurrence of such event or action will not cause it to downgrade, qualify or withdraw its rating assigned to the applicable Securities or (b) that such Rating Agency shall have been given notice of such event or action at least ten (10) days prior to such event or action (or, if ten (10) days’ advance notice is impracticable, as much advance notice as is practicable) and such Rating Agency shall not have issued any written notice that the occurrence of such event or action will cause it to downgrade, qualify or withdraw its rating assigned to such Securities and (ii) with respect to any event or action and each class of Securities not rated by any Rating Agency, the prior written consent of the holders (and, if applicable, the Registered Pledgees) of such Securities to the occurrence of such event or action.

“Reallocation Date” means, with respect to any Series Asset allocated to and associated with any Series Interest, the date as of which such Series Asset is reallocated to and associated with an Other Series Interest pursuant to Section 4.3(e).

“Reallocation Notice” means a notice provided to the Administrator pursuant to Section 4.3(e).

“Registered Pledge” has the meaning specified in Section 5.7.

“Registered Pledgee” means, with respect to any Certificate, the Person who is listed in the Certificate Register as the registered pledgee of such Certificate.

“Registrar of Titles” means the applicable department, agency or official in a state responsible for accepting applications and maintaining records relating to Certificates of Title and Liens thereon.

“Revolving Series Interest” has the meaning specified in Section 4.1(c)(ii).

“Schedule of Leases and Leased Vehicles” has the meaning specified in Section 4.1(c)(vi).

“Securitized Financing” means any (i) financing transaction undertaken by a Beneficiary or a Special Purpose Affiliate that is secured by, or payable from (directly or indirectly) Series Assets, a Series or any interest therein and any financing undertaken in connection with the issuance, pledge or assignment of a Series and the related Certificate, (ii) any sale, lease or other transfer by a Beneficiary or a Special Purpose Affiliate of a Series Interest or (iii) any other asset securitization, secured loan or similar transaction involving Series Assets or the Company (on its own behalf or on behalf of or with respect to any Series) or any Series.

“Securitized Financing Documents” means, with respect to a Securitized Financing, each indenture, trust agreement, pooling and servicing agreement, loan agreement, credit agreement, purchase agreement, purchase and sale agreement, fee letter, hedge agreement, administration agreement, servicing agreement, program operating lease, assignment or transfer agreement, supplemental agreement of definitions, security agreement and each other operative document related to such Securitized Financing, each as amended, supplemented or otherwise modified from time to time.

“Security” means, with respect to any Series Interest, any security (including an asset-back note or asset-backed certificate) or loan the payments on which are derived in any material part from or collateralized by Collections received with respect to the related Series Assets.

“Security Deposit” means, with respect to any Lease, the refundable security deposit specified in such Lease.

“Series” has the meaning specified in Section 4.1(a).

“Series Account” has the meaning specified in Section 4.4(b).

“Series Assets” has the meaning specified in Section 4.1(a).

“Series Cutoff Date” has the meaning specified in Section 4.1(c)(v).

“Series Designation Notice” has the meaning specified in Section 4.1(c).

“Series Interest” has the meaning specified in Section 4.1(a).

“Series Issue Date” has the meaning specified in Section 4.1(c)(i).

“Series Servicing Supplement” means any supplement or amendment to, or replacement of, the Titling Company Servicing Agreement, including any separate servicing agreement to the extent that by its terms it supersedes the Titling Company Servicing Agreement, entered into from time to time relating to a particular Series or Series Certificate and the servicing of the related Series Assets, which supplement or amendment sets forth any special responsibilities or obligations the applicable Servicer may be required to undertake in connection therewith.

“Series Supplement” means a supplement to this Agreement entered into in accordance with Section 4.1(c) in connection with the establishment and formation of a Series or the conversion of the Titling Trust to the Company on the date hereof in accordance with Section 4.1(i).

“Servicer” means NMAC (or any successor entity named as such in a Servicing Agreement), and its successors and permitted assigns.

“Servicing Agreement” means, with respect to (i) the Unallocated Assets Series, the Titling Company Servicing Agreement, and (ii) any Series, the Titling Company Servicing Agreement, as supplemented or superseded (to the extent so superseded) with respect to such Series Assets by a Series Servicing Supplement.

“Special Member” means, upon such person’s admission to the Company as a member of the Company pursuant to Section 3.14, a person acting as Independent Manager, in such person’s capacity as a member of the Company. A Special Member shall only have the rights and duties expressly set forth in this Agreement.

“Special Purpose Affiliate” means a special purpose entity that is an Affiliate of a Beneficiary and was created for the purposes of one or more Securitized Financings.

“Specified Lease” means, with respect to any Series Interest, a Lease identified (i) in the Schedule of Leases and Leased Vehicles attached to a Series Supplement with respect to such Series Interest, (ii) in an Allocation Notice as having been added to such Series Interest, or (iii) in a Reallocation Notice as having been reallocated to such Series Interest. However, a Lease will no longer be a Specified Lease with respect to any Series Interest as of the date on which (i) such Lease has been transferred by the Company (on its own behalf or on behalf of or with respect to such Series) or such Series pursuant to Section 4.3(d) or (ii) such Lease has been reallocated to and associated with another Series Interest pursuant to Section 4.3(e).

“Specified Leased Vehicle” means, with respect to any Series Interest, a Leased Vehicle identified (i) in the Schedule of Leases and Leased Vehicles attached to a Series Supplement with respect to such Series Interest, (ii) in an Allocation Notice as having been added to such Series Interest, or (iii) in a Reallocation Notice as having been reallocated to such Series Interest. However, a Leased Vehicle will no longer be a Specified Leased Vehicle with respect to any Series Interest as of the date on which (i) such Leased Vehicle has been transferred by the Company pursuant to Section 4.3(d) or (ii) such Leased Vehicle has been reallocated to and associated with another Series Interest pursuant to Section 4.3(e).

“Titling Company Assets” means: (i) cash capital; (ii) the Leases; (iii) the Leased Vehicles and all proceeds thereof, including (A) payments made in respect of the residual values thereof, (B) proceeds of the sale or other disposition of the Leased Vehicles to Lessees or others upon expiration or termination of the Leases and (C) payments in respect of the Leased Vehicles under any Insurance Policy; (iv) the Certificates of Title; (v) all rights (but not obligations) of the Company (on its own behalf or on behalf of or with respect to any Series), any Series, NMAC and the related Lessors or Dealers with respect to the Leases and the Leased Vehicles, including rights to (A) any incentive or other payments made by any Person to fund a portion of the payments made related to a Lease or a Leased Vehicle and (B) proceeds arising from any repurchase obligations arising under any Dealer Agreement or Assignment Agreement; (vi) any Security Deposit related to a Lease to the extent not payable to the Lessee pursuant to such Lease; (vii) all insurance proceeds and liquidation proceeds; (viii) such other assets as may be designated “Titling Company Assets” in a Series Supplement; and (ix) all proceeds of the items described in clauses (i) through (viii).

“Titling Company Documents” means this Agreement, the Certificate of Formation, any Series Supplement, any Servicing Agreement, any Series Servicing Supplement, each Assignment Agreement and each Permitted Agreement to which the Company (on its own behalf or on behalf of or with respect to a Series) or any Series is a party, each as amended, supplemented or otherwise modified from time to time.

“Titling Company Expenses” means, for any period, all expenses of the Company or any Series other than servicing compensation payable to and expenses incurred by the Servicer, including fees and expenses of the Titling Company Registrar or nominee holder of legal title (excluding Taxes payable in respect of income earned by any thereof), and, if not paid by the Servicer, insurance costs and taxes relating to Titling Company Assets, in each case incurred during or with respect to such period.

“Titling Company Registrar” has the meaning specified in the Preamble.

“Titling Company Servicing Agreement” means the Amended and Restated Servicing Agreement, dated as of April 1, 2021, by and between the Company, NILT LLC, as member, and Nissan Motor Acceptance Company LLC, as servicer.

“Titling Trust” has the meaning specified in the Recitals.

“Treasury Regulations” means the regulations promulgated by the U.S. Department of Treasury pursuant to the Code.

“UCC” means the Uniform Commercial Code as from time to time in effect in the applicable jurisdiction or jurisdictions.

“Unallocated Assets” means the Titling Company Assets that are not allocated to and associated with a Series (other than the Unallocated Assets Series) pursuant to a Series Supplement.

“Unallocated Assets Certificate” has the meaning set forth in Section 4.1(b).

“Unallocated Assets Series” means Nissan-Infiniti LT LLC – Unallocated Assets Series, a designated series of limited liability company interests in the Company. For the avoidance of doubt, the Unallocated Assets Series constitutes a “Series” and “Series Interest” hereunder.

“Unallocated Assets Supplement” means a Series Supplement entered into with respect to the Unallocated Assets Series.

“Undertakings” shall mean the Certificates and the Securities.

“U.S. Bank” means U.S. Bank National Association, a national banking association.

EXHIBIT A

[FORM OF SERIES SUPPLEMENT]

NISSAN-INFINITI LT LLC

SERIES SUPPLEMENT

[        ], 20[ ]

To:	U.S. BANK NATIONAL ASSOCIATION,
	as Titling Company Registrar of Nissan-Infiniti LT LLC (the “Company”)
Re:	Designation of [______________]
cc:	[________________], as Registered Pledgee;
	Nissan Motor Acceptance Company LLC, as Administrator

Reference is made to the Limited Liability Company Agreement of the Company, dated as of April 1, 2021 (the “Titling Company Agreement”), between, among others, NILT LLC, as member (in such capacity, the “Member”), Nissan Motor Acceptance Company LLC, as manager (in such capacity, the “Administrator”), and U.S. Bank National Association, a national banking association, as Titling Company Registrar (in such capacity, the “Titling Company Registrar”). Unless otherwise defined herein, all capitalized terms will have the meanings ascribed thereto in the [Insert Description of applicable Securitized Financing transaction document][and, if not defined therein, will have the meanings ascribed thereto in the] Titling Company Agreement, which also contains rules as to usage that are applicable herein.

1. Pursuant to Section 4.1(a) of the Titling Company Agreement, a Series Interest of the Company, to be known as the “Nissan-Infiniti LT LLC [_____] Series Interest” (the “[_____] Series Interest”) is hereby established and formed, and there shall be issued Certificate(s) representing the [_____] Series Interest, substantially in the form of Exhibit A, representing the entire [_____] Series Interest.

2. The [_____] Series Interest is a separate protected series of the Company within the meaning of Section 18-215(b) of the Act.

3. Pursuant to Section 4.1(c)(i) of the Titling Company Agreement, the Series Issue Date of the [_____] Series Interest is [_____].

4. Pursuant to Section 4.1(c)(iv) of the Titling Company Agreement, [ ] is designated as the registered Holder of the entire [_____] Series Interest as of the [ ] Series Issue Date, and you are directed execute and deliver to [ ], or to its order, and authenticate, as of the [ ] Series Issue Date, a single Certificate, designated as [ ] Certificate No. [1], which will represent the entire [_____] Series Interest.¹

5. The [ ] Series Interest will be a [Fixed Series Interest] [Revolving Series Interest].

¹  Revise to contemplate multiple step transfer if Series is issued in connection with a Securitized Financing.

6. The [ ] Certificates will be issued as a single class.

7. Pursuant to Section 4.1(c)(v) of the Titling Company Agreement, the Series Cutoff Date for the [ ] Series Interest will be [        ].

8. Rights in Respect of the [ ] Series: Each Holder and Registered Pledgee of the [_____] Series Interest is a third-party beneficiary of this Series Supplement and the Titling Company Agreement insofar as this Series Supplement and the Titling Company Agreement apply to the [_____] Series Interest, the Holders of the [        ] Series Certificate and the Registered Pledgees of the [    ] Series Certificate. Therefore, to the extent references in the Titling Company Agreement to the ability of (i) a “Holder” or “Related Beneficiary” of a Certificate to take any action shall be deemed to refer to the [Name of Holder] acting at its own instigation, as specified in [insert name of Securitized Financing document] or (ii) after the occurrence of certain specified events as set forth in [insert name of Securitized Financing document], a “Registered Pledgee” of a Series Certificate to take any action shall be deemed to refer to [Name of Holder] acting at the direction of the Registered Pledgee upon the instruction of the requisite voting percentage of [holders of Securities], as specified in the [insert name of Securitized Financing document].

9. Transfer Restrictions:

[(a) The [    ] Series Certificate (or the [_____] Series Interest represented thereby) may not be acquired or held by or on behalf of any Benefit Plan Investor. The [    ] Series Certificate (or [_____] Series Interest represented thereby) may not be acquired or held by or on behalf of a Plan that is subject to Similar Law if the acquisition, holding and disposition of the [        ] Series Certificate (or [_____] Series Interest represented thereby) would result in a violation of Similar Law or would result in the assets of the Company being (i) considered plan assets of such plan or (ii) subject to Similar Law.

(b) Notwithstanding any other provision herein, no transfer or assignment of an interest in the [ ] Series Certificate or the [_____] Series Interest represented thereby will be valid, and any such purported transfer or assignment shall, to the fullest extent permitted by law, be deemed null, void, and of no effect herewith, unless the purported transferee first shall have certified in writing to the Titling Company and the Administrator that, for U.S. federal income tax purposes, the transferee is not a partnership, S Corporation (as defined in the Code), or grantor trust having more than one beneficial owner or having a single beneficial owner that is a partnership or S Corporation.

10. [    ] Series Collection Account:

(a) With respect to the [ ] Series, the [Administrator][Servicer], on or prior to the Closing Date, shall establish and maintain in the name of the [Registered Pledgee] until [no obligations with respect to such Series are outstanding], and thereafter in the name of the [Holder], the [        ] Series Collection Account. The [    ] Series Collection Account initially shall be established with the [Holder][Registered Pledgee]. If the [    ] Series Collection Account shall cease to be an Eligible Account or if the [Administrator][Servicer], in its sole discretion, notifies the [Holder][Registered Pledgee] in writing that the [        ] Series Collection Account should be moved, then the [Administrator][Servicer] shall, with the assistance of the [Holder]Registered Pledgee], as

A-2

necessary, cause such [    ] Series Collection Account to be moved to an alternate institution selected by the [Administrator][Servicer]. The [    ] Series Collection Account shall be related solely to the [ ] Series and the [    ] Series Assets, and funds therein shall not be commingled with any other monies, except as otherwise provided for in, or contemplated by, the Titling Company Agreement or in the Servicing Agreement. All deposits into the [ ] Series Collection Account shall be made as described in the Servicing Agreement.

(b) On each [Deposit Date and Payment Date], pursuant to the instructions from the [Administrator][Servicer], the [Holder][Registered Pledgee] shall make deposits and withdrawals from the [ ] Series Collection Account as set forth in the [    ] Series Servicing Supplement.

(c) Any transfer of funds to a Holder of a [    ] Series Certificate shall be made as directed pursuant to the [Basic Documents].

11. [Insert provisions related to additional accounts related to the [    ] Series.]

12. [If applicable, insert provisions related to investment of funds in [    ] Series accounts.]

13. [Insert Amendment Provisions applicable to the [    ] Series]

14. Governing Law: THIS [    ] SERIES SUPPLEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES), ALL RIGHTS AND REMEDIES BEING GOVERNED BY SAID LAWS.

15. LLC Agreement: For all purposes of the Act, the Titling Company Agreement, together with each Series Supplement (including this [    ] Series Supplement) and Series Designation Notice, shall constitute the “limited liability company agreement” of the Company within the meaning of the Act. The terms and provisions of each Series Supplement (including this Series Supplement) and Series Designation Notice may have the effect of altering, supplementing or amending the terms and provisions of the Titling Company Agreement with respect to the Series governed or established thereby, but shall not alter, supplement or amend the terms of the Titling Company Agreement with respect to any other Series. To the extent that any of the terms or provisions of a Series Supplement or Series Designation Notice conflict with any of the terms or provisions of the Titling Company Agreement, the terms or provisions of such Series Supplement or Series Designation Notice shall control with respect to such Series. The Holder hereby agrees that it is bound by the Titling Company Agreement.

[SIGNATURE PAGE FOLLOWS]

A-3

IN WITNESS WHEREOF, the Member has caused this [ ] Series Supplement to be duly executed and delivered by its officer hereunto duly authorized, as of the date first above written.

NILT LLC,

as Member

By:

Name:

Title:

Acknowledged and Agreed:

[                                                                                                  ]

as Holder

By:

Name:

Title:

A-4

SCHEDULE I

SCHEDULE OF LEASES AND LEASED VEHICLES

A-5

EXHIBIT B

[Form of Certificate]

NISSAN-INFINITI LT LLC

NISSAN-INFINITI LT LLC – SERIES [_____] CERTIFICATE

Certificate No. [ ] Percentage: 100%

(This Certificate does not represent an interest in or obligation of Nissan Motor Acceptance Company LLC, U.S. Bank National Association or any of their respective affiliates, except to the extent described below.)

The Series Interest represented by this Certificate shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding provisions of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.

THIS CERTIFIES THAT [_____] is the registered owner of 100% of Nissan-Infiniti LT LLC [_____] Series Interest, a designated series of limited liability company interests in Nissan-Infiniti LT LLC, a Delaware limited liability company (the “Company”). The Series Interests represented by this Certificate shall be nonassessable and fully paid.

The Company is a Delaware limited liability company governed by the Limited Liability Company Agreement of the Company, dated as of April 1, 2021 (as supplemented or amended from time to time, the “Titling Company Agreement”), between NILT LLC, as member (in such capacity, the “Member”), Nissan Motor Acceptance Company LLC (“NMAC”) as administrator (in such capacity, the “Administrator”), the Independent Manager (as defined therein), and U.S. Bank National Association, a national banking association, as Titling Company Registrar (in such capacity, the “Titling Company Registrar”). Unless otherwise defined herein, all capitalized terms used but not defined in this Certificate will have the meanings ascribed thereto in the Titling Company Agreement, which also contains rules as to usage that are applicable herein. The Holder agrees that it is bound by the Titling Company Agreement.

This Certificate is one of a duly authorized Certificates representing a Series. This Certificate is issued under and is subject to the Titling Company Agreement and the Amended and Restated Servicing Agreement, dated as of April 1, 2021, between the Company, NILT LLC, as Member and NMAC, as Servicer, as supplemented by that certain [____] Series Servicing Supplement, dated as of [•], between the Company, NILT LLC, as Member and NMAC, as Servicer (collectively, the “Servicing Agreement”). [The [_____] Series Interest represented by this Certificate is issued in connection with the conversion of a Trust SUBI in the Titling Trust to the [____] Series Interest and the Leases and Leased Vehicles and other assets allocated to such Trust SUBI as of the effectiveness of the Conversion have been automatically allocated to and associated with the [____] Series Interest.]

SCHEDULE I

Any rights of the Holder of this Certificate are limited to the Series Interest represented hereby (and will include the right to receive [or direct] the application of all Collections on the related Series Assets pursuant to Section 4.3(b)(iii) of the Titling Company Agreement). The Holder of this Certificate, by acceptance of this Certificate, agrees to release all Claims to the Unallocated Assets and any Other Series Assets, respectively, and, in the event such release is not given effect, to subordinate fully all Claims it may be deemed to have against the Unallocated Assets or such Other Series Assets, as the case may be.

Each Holder and Registered Pledgee of this Certificate, by acceptance of this Certificate or pledge thereof, covenants and agrees that prior to the date which is one year and one day after the date upon which all obligations under each Securitized Financing have been paid in full, it will not institute against, or join any other Person in instituting against, the Member, the Company, any Special Purpose Affiliate or any Beneficiary, any involuntary bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding or other Proceeding under any federal or state bankruptcy or similar law. This paragraph shall survive the complete or partial termination of the [____] Series Supplement and the complete or partial resignation or removal of the Servicer.

This Certificate, and the Series Interest represented hereby, may be transferred only in accordance with the Titling Company Agreement.

THIS CERTIFICATE WILL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT WILL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Unless this Certificate is executed by an Authorized Officer of the Company and authenticated by an Authorized Officer of the Titling Company Registrar on behalf of the Titling Company Registrar, this Certificate will not entitle the Holder thereof to any benefit under the Titling Company Agreement or be valid for any purpose.

B-2

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed.

	NISSAN-INFINITI LT LLC
Dated: _____________________, 2021	By:
		Name:
		Title:

B-3

TITLING COMPANY REGISTRAR’S CERTIFICATE OF AUTHENTICATION

This is the [____] Series Certificate referred to in the within mentioned [____] Series Supplement.

U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Titling Company Registrar
By:
	Authorized Officer

FORM OF ASSIGNMENT

_______________, 20___

FOR VALUE RECEIVED, the undersigned transfers and assigns unto _______________ the Nissan-Infiniti LT LLC [_____] Series Interest, and all rights thereunder, irrevocably constituting and appointing _________________ as Attorney to transfer said Nissan-Infiniti LT LLC [_____] Series Interest on the books of the Company, with full power of substitution in the premises. The effectiveness of a transfer pursuant to this irrevocable assignment shall be subject to any and all transfer restrictions referenced on the face of the Certificate or in the organizational documents of the subject company, to the extent they may from time to time exist.

Dated: _____________________ By:

EXHIBIT C

[Form of Notice of Registered Pledge]

NISSAN-INFINITI LT LLC

NOTICE OF REGISTERED PLEDGE

[_______], 20

To: U.S. Bank National Association, as Titling Company Registrar

cc: Nissan Motor Acceptance Company LLC, as Administrator

Re: Pledge of Certificates related to [______] Series to [______]

Reference is made to the Limited Liability Company Agreement of Nissan-Infiniti LT LLC, a Delaware limited liability company (the “Titling Company”), dated as of April 1, 2021 (the “Titling Company Agreement”), between NILT LLC, as member (in such capacity, the “Member”), Nissan Motor Acceptance Company LLC, as administrator (in such capacity, the “Administrator”), U.S. Bank National Association, a national banking association, as Titling Company Registrar (in such capacity, the “Titling Company Registrar”), and the Independent Manager(s) (as defined therein). Unless otherwise defined herein, all capitalized terms will have the meanings ascribed thereto in the Titling Company Agreement, which also contains rules as to usage that are applicable herein.

Each of the undersigned hereby certifies, represents and warrants as follows:

1. Pursuant to Sections 5.4(a), (c) and (e) and Section 5.7 of the Titling Company Agreement, [all of the outstanding Certificates] [Certificates Nos. [__] and [__]] related to the [______] Series[, [Class [__]], and the Series Interests represented thereby (collectively, the “Pledged Interests”), [each] designated pursuant to the Series Supplement dated as of [________], 20__, a true and complete copy of which is attached as Exhibit A, have been pledged by [______] and [______], the [        ] existing registered Holders thereof (collectively, the “Pledgors”), to [______] and [______] (collectively, the “Pledgees”).

2. Attached as Exhibits [B and C] are true and complete copies of the related security agreements and other agreements governing the exercise by the Pledgees of the Pledged Rights with respect to the Pledged Interests: [list documents] (collectively, the “Pledge Documents”).

3. Pursuant to the Pledge Documents, the Pledgors have agreed that the Pledgees may exercise [the following rights: [list rights]][the rights set forth in the Series Supplement] (collectively, the “Pledged Rights”).

4. The pledge of the Pledged Interests by the Pledgors to the Pledgees pursuant to the Pledge Documents, and the exercise by the Pledgees of the Pledged Rights, are each permitted by the Titling Company Agreement, and duly authorized and enforceable by each Pledgee against each Pledgor.

[5. The relative rights of the Pledgees are as follows: [specify if applicable].]

6. Accordingly, you are authorized and directed to cause the Titling Company Registrar to reflect that the Pledgees have become the Registered Pledgees with respect to the Pledged Interests, entitled to exercise the Pledged Rights with respect to the Pledged Interests.

7. [The Administrator will act in accordance with any direction provided by the Registered Pledgee to the Administrator in accordance with Section 7.4 of the Titling Company Agreement.]

8. [Any replacement Certificate with respect to the Pledged Interest will be delivered to the Registered Pledgee.]

C-2

IN WITNESS WHEREOF, each of the undersigned has caused this Notice of Registered Pledge to be duly executed and delivered by its respective officer hereunto duly authorized, as of the date first above written.

[_____________],
as Pledgor
By:
	Name:
	[Title:]
[_____________],
as Pledgor
By:
	Name:
	[Title:]
[_____________],
as Pledgee
By:
	Name:
	[Title:]:
[_____________],
as Pledgee
By:
	Name:
	[Title:]

C-3

Furthermore, each Pledgee covenants that for a period of one year and one day after payment in full of all distributions to all Holders, Registered Pledgees and holders of Securities pursuant to the terms of the Titling Company Agreement and the related Certificates or Securities, as the case may be, it will not institute against, or join any Person in instituting against the Company any involuntary bankruptcy proceeding, under the laws of the United States or any state of the United States.

[_____________],
as Pledgee
By:
	Name:
	[Title:]

C-4

SCHEDULE A

Initial Authorized Officers of Nissan- Infiniti LT LLC

Name	Office
Kevin J. Cullum	President
Jim DeTrude	Vice President
Victor Pausin	Treasurer
Douglas E. Gwin, Jr.	Assistant Treasurer
David R. Killinger, Jr.	Assistant Treasurer
Sean O’Hara	Assistant Treasurer
Ryan L. Nelson	Secretary
Timothy Hauck	Assistant Secretary

Independent Manager:

Kevin P. Burns

S-1

EX-10.2

Exhibit 10.2

NISSAN-INFINITI LT LLC

2019-B SERIES SUPPLEMENT

April 1, 2021

To:	U.S. Bank National Association,
	as Titling Company Registrar of Nissan-Infiniti LT LLC (the “Company”)
Re:	Designation of 2019-B Series Interest
cc:	U.S. Bank National Association, not in its individual capacity, but as Indenture Trustee, as Registered Pledgee;
	Nissan Motor Acceptance Company LLC, as Administrator

Reference is made to the Limited Liability Company Agreement of the Company, dated as of April 1, 2021 (as amended from time to time, the “Titling Company Agreement”), among NILT LLC, as member (in such capacity, the “Member”), Nissan Motor Acceptance Company LLC (“NMAC”), as manager (in such capacity, the “Administrator”), and U.S. Bank National Association, a national banking association, as Titling Company Registrar (in such capacity, the “Titling Company Registrar”). Unless otherwise defined herein, all capitalized terms will have the meanings ascribed thereto in the Agreement of Definitions, dated as of July 24, 2019 (as amended, supplemented or otherwise modified prior to the date hereof, the “Prior Agreement of Definitions” and as amended as of the date hereof, the “Agreement of Definitions”), between Nissan Auto Lease Trust 2019-B, NILT LLC, the Company, Nissan Auto Leasing LLC II, NMAC, Wilmington Trust, National Association, not in its individual capacity, but solely as owner trustee (the “Owner Trustee”), and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”), and, if not defined therein, will have the meanings ascribed thereto in the Titling Company Agreement, which also contains rules as to usage that are applicable herein.

1. Pursuant to Section 4.1(a) and 4.1(i) of the Titling Company Agreement, a new Series Interest, to be known as the “Nissan-Infiniti LT LLC—2019-B Series Interest” (the “2019-B Series Interest”) is hereby established and formed through a conversion of the 2019-B SUBI (as defined in the Prior Agreement of Definitions) to the 2019-B Series Interest as contemplated by Section 4.1(i) of the Titling Company Agreement, and there shall be issued a Certificate representing the 2019-B Series Interest, substantially in the form of Exhibit A, representing the entire 2019-B Series Interest. In connection with the foregoing, the 2019-B SUBI Certificate (as defined in the Prior Agreement of Definitions) shall be deemed to be extinguished as of the date of this Supplement. The 2019-B Series Interest initially shall have the 2019-B SUBI Assets (as defined in the Prior Agreement of Definitions) allocated thereto and associated therewith and hereafter shall have the Series Assets allocated to and associated with from time to time such Series Interest and listed in the Schedule of 2019-B Series Assets.

2. The 2019-B Series Interest is a separate protected series of the Company within the meaning of Section 18-215(b) of the Act.

3. Pursuant to Section 4.1(c)(i) of the Titling Company Agreement, the Series Issue Date of the 2019-B Series Interest is April 1, 2021 (the “2019-B Series Issue Date”), and the issuance date of the original 2019-B SUBI was July 24, 2019.

4. Pursuant to Section 4.1(c)(iv) of the Titling Company Agreement, Nissan Auto Lease Trust 2019-B is designated as the initial registered Holder of the entire 2019-B Series Interest as of the 2019-B Series Issue Date. You are directed to authenticate, as of the 2019-B Series Issue Date, a single Certificate, designated as 2019-B Series Certificate No. 1, which will represent the entire 2019-B Series Interest.

5. The 2019-B Series Interest is a Fixed Series Interest.

6. The 2019-B Series Certificate is issued as a single class.

7. [Reserved].

8. Rights in Respect of the 2019-B Series Interest: Each Holder and Registered Pledgee of the 2019-B Series Certificate is a third-party beneficiary of this Series Supplement and the Titling Company Agreement insofar as this 2019-B Series Supplement and the Titling Company Agreement apply to the 2019-B Series Interest, the Holders of the 2019-B Series Certificate and the Registered Pledgees of the 2019-B Series Certificate. Therefore, to the extent references in the Titling Company Agreement to the ability of a “Holder” or a “Registered Pledgee” of a Series Certificate to take any action shall be deemed to refer to the Indenture Trustee (as Registered Pledgee of the 2019-B Series Certificate), acting at the direction of the Required Percentage of the Noteholders and thereafter, the Owner Trustee, acting at the direction of the Required Percentage of the Trust Certificateholders (which for this purpose shall include the Trust Certificates owned by the Issuing Entity, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and any of their respective Affiliates) until the final distribution is made with respect to the 2019-B Series Assets.

9. Transfer Restrictions:

(a) The 2019-B Series Certificate (or the 2019-B Series Interest represented thereby) may not be acquired or held by or on behalf of any Benefit Plan Investor. The 2019-B Series Certificate (or the 2019-B Series Interest represented thereby) may not be acquired or held by or on behalf of a Plan that is subject to Similar Law if the acquisition, holding and disposition of the 2019-B Series Certificate (or the 2019-B Series Interest represented thereby) would result in a violation of Similar Law or would result in the assets of the Company being (i) considered plan assets of such plan or (ii) subject to Similar Law.

(b) Notwithstanding any other provision herein, no transfer or assignment of the 2019-B Series Certificate or the 2019-B Series Interest represented thereby (other than transfer or assignments to the Depositor or the Issuing Entity and the related pledge to the Indenture Trustee) will be valid, and any such purported transfer or assignment shall, to the fullest extent permitted by law, be deemed null, void, and of no effect herewith, unless the purported transferee first shall have certified in writing to the Titling Company and the Administrator that, for U.S. federal income tax purposes, the transferee is not a partnership, S Corporation (as defined in the Code), or grantor trust having more than one beneficial owner or having a single beneficial owner that is a partnership or S Corporation.

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10. 2019-B Series Collection Account:

(a) With respect to the 2019-B Series Interest, the Servicer established on or prior to the original Closing Date, and shall maintain in the name of the Registered Pledgee until the Outstanding Amount of the Notes is zero, and thereafter in the name of the Holder, the 2019-B SUBI Collection Account (the “2019-B Series Collection Account”). The 2019-B Series Collection Account was initially established with the Registered Pledgee. If the 2019-B Series Collection Account shall cease to be an Eligible Account or if the Servicer, in its sole discretion, notifies the Registered Pledgee in writing that the 2019-B Series Collection Account should be moved, then the Servicer shall, with the assistance of the Registered Pledgee, as necessary, cause such 2019-B Series Collection Account to be moved to an alternate institution selected by the Servicer. The 2019-B Series Collection Account shall be related solely to the 2019-B Series and the 2019-B Series Assets, and funds therein shall not be commingled with any other monies, except as otherwise provided for in, or contemplated by, the Titling Company Agreement or in the Servicing Agreement. All deposits into the 2019-B Series Collection Account shall be made as described in the Servicing Agreement.

(b) On each Deposit Date and Payment Date, pursuant to the instructions from the Servicer, the Registered Pledgee shall make deposits and withdrawals from the 2019-B Series Collection Account as set forth in the 2019-B Series Servicing Supplement.

(c) Any transfer of funds to a Holder of a 2019-B Series Certificate shall be made as directed pursuant to the Basic Documents.

11. 2019-B Reserve Account: Pursuant to Section 5.01(b) of the Trust Agreement, the Servicer, on behalf of the Issuing Entity, established on or prior to the original Closing Date, and shall maintain, the Reserve Account (i) with the Indenture Trustee, until the Outstanding Amount is reduced to zero, and (ii) thereafter with the Owner Trustee. Deposits to and withdrawals from the Reserve Account shall be made as directed pursuant to the Basic Documents, including Section 8.04(c) of the Indenture, Section 8.03 of the 2019-B Series Servicing Supplement and Section 12 of this 2019-B Series Supplement.

12. Investment of Monies in 2019-B Series Accounts: All amounts held in the 2019-B Series Collection Account and the Reserve Account shall be invested in Permitted Investments in accordance with Section 8.05(a) of the Indenture.

13. Termination of 2019-B Series:

(a) If all of the Series Assets allocated to or associated with the 2019-B Series Interest have been liquidated into cash and all such cash shall have been distributed, then, at the direction of the Holder of the 2019-B Series Certificate, the 2019-B Series Interest shall be terminated and the 2019-B Series Certificate shall be returned to the Titling Company Registrar and canceled.

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(b) Upon a written direction to the Administrator from the Holder of the 2019-B Series Certificate (subject to the rights of the Registered Pledgee), the Administrator shall (at the expense of the Holder of the 2019-B SUBI Certificate), subject to the Act, either (i) distribute the 2019-B Series Assets to the Holder of the 2019-B Series Certificate or (ii) allocate to, and associate with, the 2019-B Series Assets to the Unallocated Assets Series or to an Other Series, as directed by such Holder; provided, however, that the 2019-B Series Assets shall not be subject to such distribution or allocation and association prior to the earlier of (x) the acceleration of the Notes under Section 5.2 of the Indenture following an Indenture Default or (y) payment in full of principal of, and accrued interest on, the Notes.

14. Amendments:

(a) Notwithstanding any provision of the Titling Company Agreement, the Titling Company Agreement, as supplemented by this 2019-B Series Supplement, to the extent that it relates solely to the 2019-B Series, may be amended in accordance with this Section 14.

(b) Any term or provision of this 2019-B Series Supplement may be amended by the parties hereto, without the consent of any other Person; provided that (i) either (A) any amendment that materially and adversely affects the Noteholders shall require the consent of Noteholders evidencing not less than a Majority Interest of the Notes voting together as a single class, or (B) such amendment shall not materially and adversely affect the Noteholders, and (ii) any amendment that adversely affects the interests of the Trust Certificateholder, the Indenture Trustee or the Owner Trustee shall require the prior written consent of each Person whose interests are adversely affected. An amendment shall be deemed not to materially and adversely affect the Noteholders if (i) the Rating Agency Condition is satisfied with respect to such amendment, or (ii) the Member delivers an Officer’s Certificate to the Indenture Trustee stating that such amendment shall not materially and adversely affect the Noteholders. The consent of the Trust Certificateholder or the Owner Trustee shall be deemed to have been given if the Member does not receive a written objection from such Person within 10 Business Days after a written request for such consent shall have been given. The Indenture Trustee and the Owner Trustee may, but shall not be obliged to, enter into or consent to any such amendment that affects the Indenture Trustee’s or the Owner Trustee’s own rights, duties, liabilities or immunities under this Series Supplement or otherwise.

(c) Notwithstanding the foregoing, no amendment shall (i) reduce the interest rate or principal amount of any Note, or change the due date of any installment of principal of or interest in any Note, or the Redemption Price with respect thereto, without the consent of the Holder of such Note, or (ii) reduce the Outstanding Amount, the Holders of which are required to consent to any matter without the consent of the Holders of at least a Majority Interest of the Notes which were required to consent to such matter before giving effect to such amendment.

(d) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment, but it shall be sufficient if such Person consents to the substance thereof.

(e) Prior to the execution of any amendment to this 2019-B Series Supplement, the Member shall provide each Rating Agency, the Trust Certificateholder, the Depositor, the Owner Trustee and the Indenture Trustee with written notice of the substance of such amendment. No later than 10 Business Days after the execution of any amendment to this 2019-B Series Supplement, the Member shall furnish a copy of such amendment to each Rating Agency, the Issuing Entity, the Trust Certificateholder, the Indenture Trustee and the Owner Trustee.

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(f) Prior to the execution of any amendment to this 2019-B Series Supplement, the Member shall provide an Opinion of Counsel to the Titling Company Registrar to the effect that after such amendment, for U.S. federal income tax purposes, the Company will not be treated as an association (or a publicly traded partnership) taxable as a corporation and the Notes (other than Tax Retained Notes) will properly be characterized as indebtedness.

(g) The Indenture Trustee shall not be under any obligation to ascertain whether a Rating Agency Condition has been satisfied with respect to any amendment. When the Rating Agency Condition is satisfied with respect to such amendment, the Member shall deliver to a Responsible Officer of the Indenture Trustee an Officer’s Certificate to that effect, and the Indenture Trustee may conclusively rely upon the Officer’s Certificate from the Member that a Rating Agency Condition has been satisfied with respect to such amendment.

15. Governing Law: THIS 2019-B SERIES SUPPLEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES), ALL RIGHTS AND REMEDIES BEING GOVERNED BY SAID LAWS.

16. LLC Agreement: For all purposes of the Act, the Titling Company Agreement, together with each Series Supplement (including this 2019-B Series Supplement) and Series Designation Notice, shall constitute the “limited liability company agreement” of the Company within the meaning of the Act. The terms and provisions of each Series Supplement (including this Series Supplement) and Series Designation Notice may have the effect of altering, supplementing or amending the terms and provisions of the Titling Company Agreement with respect to the Series governed or established thereby, but shall not alter, supplement or amend the terms of the Titling Company Agreement with respect to any other Series. To the extent that any of the terms or provisions of a Series Supplement or Series Designation Notice conflict with any of the terms or provisions of the Titling Company Agreement, the terms or provisions of such Series Supplement or Series Designation Notice shall control with respect to such Series. The Holder hereby agrees that it is bound by the Titling Company Agreement.

17. Third Party Beneficiaries: Each of the Indenture Trustee and the Owner Trustee shall be a third-party beneficiary hereof with the right to enforce this 2019-B Series Supplement to the same extent as if a party hereto.

18. Limitation on Owner Trustee Liability: It is expressly understood and agreed by the parties hereto that (a) this 2019-B Series Supplement is executed and delivered by Wilmington Trust, National Association (“WTNA”), not individually or personally, but solely as Owner Trustee of the Holder, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Holder is made and intended not as a personal representation, undertaking or agreement by WTNA, but is made and intended for the purpose of binding only the Holder, (c) nothing herein contained shall be construed as creating any liability on WTNA, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly

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waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall WTNA be personally liable for the payment of any indebtedness or expenses of the Holder or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Holder under this 2019-B Series Supplement or any other related documents.

19. Counterparts; Electronic Signatures: This 2019-B Series Supplement may be executed (including by way of electronic or facsimile transmission) in any number of counterparts and by separate parties hereto on separate counterparts, each of which when executed shall be deemed an original, but all counterparts taken together shall constitute one and the same instrument. The parties acknowledge and agree that they may execute this 2019-B Series Supplement and any variation or amendment to the same, by electronic instrument. The parties agree that the electronic signatures appearing on the document shall have the same effect as handwritten signatures and the use of an electronic signature on this 2019-B Series Supplement shall have the same validity and legal effect as the use of a signature affixed by hand and is made with the intention of authenticating this 2019-B Series Supplement, and evidencing the parties’ intention to be bound by the terms and conditions contained herein. For the purposes of using an electronic signature, the parties authorize each other to the lawful processing of personal data of the signers for contract performance and their legitimate interests including contract management.

20. Notices: The notice provisions of Section 11.3 of the Titling Company Agreement shall apply equally to this 2019-B Series Supplement. A copy of each notice or other writing required to be delivered pursuant to this 2019-B Series Supplement shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered by hand or, in the case of mail, email (if an email address is provided) or facsimile notice, when actually received by the intended recipient, addressed to the party to be notified, and sent to (i) the Owner Trustee at Wilmington Trust, National Association, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890 (telecopier no. (302) 636-4140) (email: DCostello@wilmingtontrust.com), Attention: Corporate Trust Administration; (ii) the Servicer at One Nissan Way, Franklin, Tennessee 37067 (email: doug.gwin@Nissan-USA.com), Attention: Doug Gwin; (iii) the Titling Company Registrar at 190 South LaSalle Street, 7th Floor, Chicago, Illinois 60603, Attention: NILT LLC (email: brian.kozack@usbank.com); or (iv) at such other address as shall be designated by any of the foregoing in written notice to the other parties hereto; provided, however, any demand, notice or communication to be delivered pursuant to the SUBI Trust Agreement to any Rating Agency shall be deemed to be delivered if a copy of such demand, notice or communication has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240 17g-5(a)(3).

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Member has caused this 2019-B Series Supplement to be duly executed and delivered by its officer hereunto duly authorized, as of the date first above written.

NILT LLC, as Member
By:	/s/ Douglas E. Gwin, Jr.
Name:	Douglas E. Gwin, Jr.
Title:	Assistant Treasurer

Acknowledged and Agreed:

NISSAN AUTO LEASE TRUST 2019-B, as Holder
By:	Wilmington Trust, National Association,
	not in its individual capacity, but solely as
	Owner Trustee
By:	/s/ Dorri Costello
Name:	Dorri Costello
Title:	Vice President

EXHIBIT A

[Form of Certificate]

NISSAN-INFINITI LT LLC

NISSAN-INFINITI LT LLC – SERIES 2019-B CERTIFICATE

Certificate No. [    ] Percentage: 100%

(This Certificate does not represent an interest in or obligation of Nissan Motor Acceptance Company LLC, U.S. Bank National Association or any of their respective affiliates, except to the extent described below.)

The Series Interest represented by this Certificate shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding provisions of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.

THIS CERTIFIES THAT [ ] is the registered owner of 100% of Nissan-Infiniti LT LLC – 2019-B Series Interest (the “2019-B Series Interest”), a designated series of limited liability company interests in Nissan-Infiniti LT LLC, a Delaware limited liability company (the “Company”). The Series Interests represented by this Certificate shall be nonassessable and fully paid.

The Company is a Delaware limited liability company governed by the Limited Liability Company Agreement of the Company, dated as of April 1, 2021 (as supplemented or amended from time to time, the “Titling Company Agreement”), among NILT LLC, as member (in such capacity, the “Member”), Nissan Motor Acceptance Company LLC (“NMAC”) as administrator (in such capacity, the “Administrator”), the Independent Manager (as defined therein), and U.S. Bank National Association, a national banking association, as Titling Company Registrar (in such capacity, the “Titling Company Registrar”). Unless otherwise defined herein, all capitalized terms used but not defined in this Certificate will have the meanings ascribed thereto in the Titling Company Agreement, which also contains rules as to usage that are applicable herein. The Holder agrees that it is bound by the Titling Company Agreement.

This Certificate is one of a duly authorized Certificates. This Certificate is issued under and is subject to the Titling Company Agreement and the Amended and Restated Servicing Agreement, dated as of April 1, 2021, between the Company, NILT LLC, as Member and NMAC, as Servicer, as supplemented by that certain 2019-B Series Servicing Supplement, dated as of July 24, 2019, between the Company, NILT LLC, as Member and NMAC, as Servicer (collectively, the “Servicing Agreement”). The 2019-B Series Interest represented by this Certificate is issued in connection with the conversion of a Trust SUBI in the Titling Trust to the 2019-B Series Interest and the Leases and Leased Vehicles and other assets allocated to such Trust SUBI as of the effectiveness of the Conversion have been automatically allocated to and associated with the 2019-B Series Interest.

Any rights of the Holder of this Certificate are limited to the Series Interest represented hereby (and will include the right to receive all Collections on the related Series Assets pursuant to Section 4.3(b)(iii) of the Titling Company Agreement). The Holder of this Certificate, by acceptance of this Certificate, agrees to release all Claims to the Unallocated Assets and any Other Series Assets, respectively, and, in the event such release is not given effect, to subordinate fully all Claims it may be deemed to have against the Unallocated Assets or such Other Series Assets, as the case may be.

Each Holder and Registered Pledgee of this Certificate, by acceptance of this Certificate or pledge thereof, covenants and agrees that prior to the date which is one year and one day after the date upon which all obligations under each Securitized Financing have been paid in full, it will not institute against, or join any other Person in instituting against, the Member, the Company, any Special Purpose Affiliate or any Beneficiary any involuntary bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding or other Proceeding under any federal or state bankruptcy or similar law.

This Certificate, and the Series Interest represented hereby, may be transferred only in accordance with the Titling Company Agreement.

THIS CERTIFICATE WILL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT WILL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Unless this Certificate is executed by an Authorized Officer of the Company and authenticated by an Authorized Officer of the Titling Company Registrar on behalf of the Titling Company Registrar, this Certificate will not entitle the Holder thereof to any benefit under the Titling Company Agreement or be valid for any purpose.

IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed.

	NISSAN-INFINITI LT LLC
Dated: _____________________, 2021	By:
		Name:
		Title:

TITLING COMPANY REGISTRAR’S CERTIFICATE OF AUTHENTICATION

This is the 2019-B Series Certificate referred to in the within mentioned 2019-B Series Supplement.

U.S. BANK NATIONAL ASSOCIATION,
not in its individual capacity but solely
as Titling Company Registrar
By:
	Authorized Officer

FORM OF ASSIGNMENT

_______________, 20___

FOR VALUE RECEIVED, the undersigned transfers and assigns unto _______________ the Nissan-Infiniti LT LLC—2019-B Series Interest, and all rights thereunder, irrevocably constituting and appointing _________________ as Attorney to transfer said Nissan-Infiniti LT LLC—2019-B Series Interest on the books of the Company, with full power of substitution in the premises. The effectiveness of a transfer pursuant to this irrevocable assignment shall be subject to any and all transfer restrictions referenced on the face of the Certificate or in the organizational documents of the subject company, to the extent they may from time to time exist.

Dated: ______________________ By:___________________________

EX-10.3

Exhibit 10.3

NISSAN-INFINITI LT LLC,

as Titling Company,

NILT LLC,

and

NISSAN MOTOR ACCEPTANCE COMPANY LLC,

as Servicer

AMENDED AND RESTATED

SERVICING AGREEMENT

Dated as of April 1, 2021

		Page
Article I.	DEFINITIONS AND INTERPRETIVE PROVISIONS		2
1.01	General Definitions		2
1.02	Interpretation		2
1.03	Rule of Construction for Certain Series		2
Article II.	ADMINISTRATION AND SERVICING OF LEASES		2
2.01	Duties of Servicer		2
2.02	Records		4
2.03	Custodial Duties of Servicer		5
2.04	Certificates of Title		5
2.05	Initial Funding of Payments to Dealers; Entry into Lease Agreements		6
2.06	Servicer’s Representation Regarding Titles; Purchase Option		6
2.07	Collections, Security Deposits and Other Receipts		7
2.08	Settlement of Accounts		9
2.09	Servicing Compensation		9
2.10	Servicing Expenses and Reimbursement		9
2.11	Repossession, Recovery and Sale of Leased Vehicles		9
2.12	Servicer to Act on Behalf of Titling Company		10
2.13	Liability of Servicer; Indemnities		11
2.15	Insurance		12
Article III.	STATEMENTS AND REPORTS		13
3.01	Reporting by the Servicer; Delivery of Certain Documentation		13
Article IV.	SERVICER DEFAULTS		13
4.01	Servicer Defaults; Termination of Servicer		13
4.02	No Effect on Other Parties		14
Article V.	THE SERVICER		14
5.01	Representations and Warranties		14
5.02	Limitation on Liability of Servicer		15
5.03	Merger		16
5.04	Servicer Not to Resign; Assignment		17

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Article VI.	MISCELLANEOUS	17
6.01	Termination of Agreement; Transfer of Servicing Materials to Successor Servicer	17
6.02	Amendment	18
6.03	Governing Law	19
6.04	Relationship of this Agreement to Other Titling Company Documents	19
6.05	Notices	19
6.06	Severability of Provisions	19
6.07	Inspection and Audit Rights	20
6.08	Binding Effect	20
6.09	Table of Contents and Headings	20
6.10	Counterparts	20
6.11	Further Assurances	20
6.12	Third-Party Beneficiaries	20
6.13	No Waiver; Cumulative Remedies	20
6.14	No Petition	21
6.15	Amendment and Restatement	21

EXHIBITS
Exhibit A -	Definitions	A-1
Exhibit B -	Leased Vehicle Power of Attorney	B-1
Exhibit C -	Filings Power of Attorney	-i-

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AMENDED AND RESTATED SERVICING AGREEMENT

This Amended and Restated Servicing Agreement, dated as of April 1, 2021, is between Nissan-Infiniti LT LLC, a Delaware limited liability (the “Titling Company”), Nissan Motor Acceptance Company LLC (“NMAC”), a Delaware limited liability company, as servicer (the “Servicer”), and NILT LLC, a Delaware limited liability company (“NILT LLC”), as initial member of the Titling Company (in such capacity, the “Member”).

RECITALS

WHEREAS, the Titling Company has been established and exists under its Limited Liability Company Agreement dated as of April 1, 2021 (as amended or supplemented from time to time, the “Titling Company Agreement”), between the Member, NMAC, as administrator of the Titling Company (in such capacity, the “Administrator”) and U.S. Bank, National Association, as registrar of the Titling Company (in such capacity, the “Titling Company Registrar”), for the purpose of, among other things, continuing to take assignments and conveyances of leases and related leased vehicles and the related rights for the benefit of the holders of the limited liability company interests in the Titling Company;

WHEREAS, on the Conversion Date (as defined below), the SUBIs established by Nissan-Infiniti LT will be converted to separate series of limited liability company interests in the Titling Company (each, a “Series”), and the Titling Company may from time to time establish additional Series, each of which constitutes a limited liability company interest solely with respect to Titling Company Assets (as defined in the Titling Company Agreement) from time to time allocated to that Series;

WHEREAS, the parties desire to provide for, among other things, the Servicer to continue to service the assets of the Titling Company after the Conversion pursuant to this Agreement, which amends and restates in its entirety the Amended and Restated Trust and Servicing Agreement, dated as of August 26, 1998 (the “Trust Servicing Agreement”), by and among NILT Trust, Nissan Motor Acceptance Corporation, NILT, Inc., as Trustee, Wilmington Trust Company, as Delaware Trustee, and U.S. Bank National Association, as Trust Agent; and

WHEREAS, the parties acknowledge that, in connection with, among other things, the Unallocated Assets (as defined in the Titling Company Agreement) or the creation of one or more Series, it may be necessary or desirable to enter into supplemental agreements hereto, providing for specific servicing obligations in connection therewith.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Article I.

DEFINITIONS AND INTERPRETIVE PROVISIONS

1.01 General Definitions. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Titling Company Agreement. Whenever used in this Agreement, unless the context otherwise requires, capitalized terms shall have the meanings ascribed thereto in Exhibit A.

1.02 Interpretation. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, (i) terms used in this Agreement include, as appropriate, all genders and the plural as well as the singular, (ii) references to this Agreement include all Exhibits and Schedules hereto, (iii) references to words such as “herein”, “hereof” and the like shall refer to this Agreement as a whole and not to any particular part, Article or Section herein, (iv) references to an Article or Section such as “Article One” or Section 1.01” shall refer to the applicable Article or Section of this Agreement, (v) the term “include” and all variations thereof shall mean “include without limitation”, (vi) the term “or” shall include “and/or”, (vii) the term “proceeds” shall have the meaning ascribed to such term in the UCC, and (viii) in the computation of a period of time from a specified date to a later specified date, the word “from” shall mean “from and including” and the words “to” and “until” shall mean “to but excluding”.

1.03 Rule of Construction for Certain Series. In the case of certain Series, the Leases and other Titling Company Assets allocated to such Series are and will be serviced pursuant to the provisions of a separate servicing agreement, in each of which cases, the provisions of this Agreement shall be superseded to the extent set forth in such separate servicing agreement or to the extent the terms of such separate servicing agreement and this Agreement are inconsistent with respect to the servicing of the Titling Company Assets allocated to such Series.

Article II.

ADMINISTRATION AND SERVICING OF LEASES

2.01 Duties of Servicer.

(a) The Servicer shall service, administer and collect under the Leases and in respect of the Leased Vehicles in accordance with this Agreement and shall have full power and authority, acting alone and subject only to the specific requirements and prohibitions of this Agreement, to do any and all things in connection with such servicing, administration and collection that it may reasonably deem necessary or desirable in the interests of the Titling Company. The duties of the Servicer shall include, among other things, in accordance with this Agreement, the Titling Company Agreement and any applicable Series Supplement or Series Servicing Supplement:

(i) performing on behalf of the Titling Company all obligations on the part of the Lessor under the Leases;

Amended and Restated Titling Company Servicing Agreement

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(ii) collecting and processing payments, responding to inquiries of Lessees, investigating delinquencies, sending payment statements and reporting tax information to Lessees, paying costs of the sale or other disposition of Leased Vehicles related to Liquidated Leases and paying all state and local personal property, use, excise and sales taxes on the Leased Vehicles (to the extent required to be paid by the Lessor under applicable State law) as and when such taxes become due;

(iii) negotiating with the Lessees of Leases nearing their respective Maturity Dates and arranging for extensions of the related Lease or the sale (to the Lessee, a Dealer or any other Person) or other disposition of the related Leased Vehicle in accordance with the Servicer’s customary practices;

(iv) executing and delivering, in its own name or in the name of the Titling Company, any and all instruments, certificates or other documents necessary or advisable in connection with the servicing or administering of or collecting under the Leases and in respect of the Leased Vehicles, including: (A) bills of sale; (B) applications for originals or duplicates of Certificates of Title in the name of the Titling Company, applications for registrations of Leased Vehicles or license plates, applications for transfers of Certificates of Title or registrations for Leased Vehicles or license plates and any instruments, certificates or other documents which the Servicer deems necessary or advisable to record, maintain or release title to or registration of Leased Vehicles in the manner contemplated hereby; (C) consents, amendments, extensions or modifications to any of the Leases; and (D) all other instruments, certificates or other documents similar to the foregoing;

(v) servicing the Leases, including: (A) accounting for collections and furnishing periodic statements to the Titling Company with respect to distributions as set forth herein or in the applicable Series Supplements or Series Servicing Supplements, (B) generating or causing to be generated federal and state tax information and returns on behalf of the Titling Company and (C) filing periodic sales and use tax or property (real or personal) tax reports;

(vi) in connection with the creation and maintenance of each Series, creating, maintaining and amending the Schedule of Leases and Leased Vehicles, and delivering to the Titling Company and the Administrator, from time to time, as provided in a related Series Servicing Supplement, a Schedule of Leases and Leased Vehicles;

(vii) applying for and maintaining licenses, permits and authorizations on behalf of the Titling Company as required by Section 3.6(f) of the Titling Company Agreement; and

(viii) such other activities as shall be necessary or advisable in connection with the foregoing.

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(b) The Servicer shall service, administer and collect with respect to the Leases and the Leased Vehicles using the same degree of care and diligence as (i) NMAC employs in servicing leases and leased vehicles in NMAC’s Portfolio, regardless of whether such leases and leased vehicles are assigned to the Titling Company, or (ii) if NMAC is no longer the Servicer, is customarily exercised by prudent servicers employed to service retail leases of automobiles, sport utility vehicles, minivans or light-duty trucks, as applicable, for themselves or others. The Servicer’s procedures are set forth in the Credit and Collection Policy. The Servicer shall maintain a copy of the Credit and Collection Policy on behalf of the Titling Company and shall promptly incorporate into such copy all material changes thereto.

(c) The Servicer may retain subservicers or agents by agreement, power of attorney or otherwise to assist the Servicer in performing its servicing functions; provided, however, that any delegation of duties to any subservicer or agent shall not relieve the Servicer of any of its obligations hereunder.

(d) The Servicer is authorized to, in its own name or in the name of the Titling Company, commence, defend against or otherwise participate in a Proceeding relating to or involving the protection or enforcement of the interests of the Titling Company, a Holder or a Beneficiary in any Lease, Leased Vehicle or other Titling Company Asset. If the Servicer shall commence, defend against or otherwise participate in a Proceeding in its own name or in the name of the Titling Company, a relevant Holder or a Beneficiary, each such Person shall thereupon be deemed to have automatically assigned its interest in (including legal title to) the related Lease, Leased Vehicle or other Titling Company Assets, as applicable, to the Servicer to the extent necessary for the purposes of such Proceeding. If in any Proceeding it is held that the Servicer may not enforce the rights of the Titling Company, a relevant Holder or a relevant Beneficiary in a Lease, Leased Vehicle or other Titling Company Assets on the grounds that it is not the real party in interest or a holder entitled to enforce such Lease or other relevant document or instrument, the Titling Company shall, at the direction of the Servicer, take steps to enforce the interest of each related entity in such Lease, Leased Vehicle or other Titling Company Assets, including bringing suit in its own name or in the name of any of the foregoing.

(e) The Titling Company shall furnish the Servicer with all powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing, administration and collection duties hereunder and under each applicable Series Supplement or Series Servicing Supplement.

2.02 Records.

(a) Except as otherwise provided in a related Series Servicing Supplement, the Servicer shall maintain accurate and complete accounts, records and computer systems with respect to (i) all funds and other receipts with respect to the Unallocated Assets and the Series Assets, (ii) the Titling Company Assets and (iii) all matters related directly to the servicing of the Leases in each case, as are consistent with the customary servicing procedures of the Servicer. Such accounts, records and computer systems shall indicate the Series to which each Lease, Leased Vehicle or other Titling Company Asset is allocated and reflect the interest of the Related Beneficiary therein. Except where otherwise noted in the definition of “Lease Documents”, the Servicer may maintain each Lease Document as an image, fiche or electronic record rather than in original form. The Servicer shall not be required to physically segregate the Lease Documents and related accounts, records and computer systems from leases, vehicle information and related documentation for other leases, loans or vehicles serviced by the Servicer. The Servicer shall conduct, or cause to be conducted, periodic examinations of a representative sample of the Lease Documents for the Leases and of the related accounts, records and computer systems to verify compliance with the Credit and Collection Policy.

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(b) The Servicer shall make available to the Titling Company or its duly authorized representatives, attorneys or auditors the Lease Documents and the related accounts, records and computer systems maintained by the Servicer or any subservicer or agent of the Servicer at such times as the Titling Company shall reasonably instruct.

(c) The Servicer shall promptly report to the Titling Company any material failure on the part of the Servicer to hold or retain possession of the Lease Documents and maintain its accounts, records and computer systems in accordance with the requirements of this Agreement. The Servicer shall promptly take appropriate action to remedy any such failure.

(d) To the extent that the Servicer has Lease Documents in its possession, the Servicer shall hold such Lease Documents, as agent and bailee for the benefit of the Titling Company and all present and future Holders and Beneficiaries.

(e) In the exercise of its duties and powers hereunder, the Servicer may release any Lease Document to or at the direction of the Titling Company or its agent or designee, as the case may be, at such place or places as the Titling Company may designate. The Servicer shall not be responsible for any Loss occasioned by the failure of the Titling Company to return any document or for any delay in doing so.

2.03 Custodial Duties of Servicer. The Servicer shall serve as custodian of the Lease Documents for the benefit of the Titling Company. The Lease Documents are hereby constructively delivered to the Titling Company with respect to each Lease and Leased Vehicle. In its capacity as custodian, the Servicer shall maintain possession of the Lease Documents as agent and bailee for the benefit of the Titling Company and all present and future Holders and Beneficiaries. The Servicer shall hold such Lease Documents (to the extent in tangible form) in the United States and, upon request, shall promptly provide a list of such locations to the requesting Holder or Registered Pledgee.

2.04 Certificates of Title.

(a) In connection with the filing of the application for each Certificate of Title, the Servicer shall arrange for the related Registrar of Titles to issue and deliver to or upon the order of the Servicer a Certificate of Title identifying the Titling Company (or NILT, Inc., as the trustee for the Titling Trust, the predecessor in interest to the Titling Company) as the owner of the related Leased Vehicle. The Certificates of Title shall be held by the Servicer. The Servicer shall direct each Dealer or other entity assigning Leases or causing Leases to be assigned to the Titling Company to cause each Certificate of Title to identify (i) the owner of the Leased Vehicle as “Nissan-Infiniti LT LLC”, or such other designation as may be agreed upon by the Servicer and the Related Beneficiary from time to time that is acceptable to the related Registrar of Titles, and (ii) if Administrative Liens are used, such first lienholder as may be agreed upon by the Servicer and the Related Beneficiary from time to time and that is acceptable to the applicable Registrar of Titles.

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(b) Upon transfer to or from the Titling Company of legal title to any Leased Vehicle, the Servicer shall cause all applicable Taxes to be paid and will comply with all applicable federal and State law requirements related to the transfer of title to such Leased Vehicle.

2.05 Initial Funding of Payments to Dealers; Entry into Lease Agreements.

(a) In the ordinary course of its business, NMAC shall maintain or enter into Dealer Agreements with Dealers eligible to generate Eligible Leases. In addition, NMAC may enter into agreements with Manufacturers on behalf of the Titling Company so long as such agreements are Permitted Agreements, pursuant to which the Titling Company may acquire vehicles from time to time and enter into the related Leases. Pursuant to an Assignment Agreement, NMAC shall direct each Dealer (i) to assign to the Titling Company all Eligible Leases and the related Leased Vehicles and (ii) to apply for the Certificates of Title to the Leased Vehicles related to Leases originated by such Dealer to be issued with the name on the Certificate of Title as specified by the Servicer in accordance with Section 2.04. Pursuant to each Assignment Agreement, NMAC will instruct the related Dealer to deliver the applicable Lease Documents to or upon the order of the Servicer. The obligations of the Servicer pursuant to this Section shall survive any partial or complete termination of NMAC as Servicer pursuant to this Agreement.

(b) The Member or, if permitted by the applicable Series Supplement, the Holder of the related Series Certificate, may make Capital Contributions to the Titling Company in the amounts required to pay to the relevant Dealers or Manufacturer the purchase price for Leases and Leased Vehicles that NMAC has caused such Dealers to assign to the Titling Company from time to time pursuant to the Assignment Agreement and the related Dealer Agreements or which the Titling Company has acquired directly from the Manufacturer, respectively. In lieu of paying Capital Contributions to the Titling Company and having the Titling Company pay the Dealers or Manufacturer, the Member or such Holder, as applicable, may, on behalf of the Titling Company, pay or cause to be paid the amounts of such Capital Contributions directly to the Dealers or Manufacturer to whom payment is due.

2.06 Servicer’s Representation Regarding Titles; Purchase Option.

(a) The Servicer hereby represents and warrants to the other parties hereto and the parties to the Titling Company Agreement that, as to each Lease and the related Leased Vehicle, that the Servicer has satisfied, or has directed the related Dealer or other entity, as applicable, to satisfy, the provisions of Section 2.04 with respect to such Lease and the application for the related Certificate of Title. The Titling Company shall rely on such representation and warranty in accepting each Lease and Leased Vehicle. Such representation and warranty shall survive the transfer of each Lease and the related Leased Vehicle, and delivery of the related Lease Documents to the Titling Company pursuant to the Titling Company Agreement and this Agreement.

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(b) Notwithstanding the foregoing, the Servicer may purchase a Matured Vehicle at any time. If such Leased Vehicle is allocated to (i) the Unallocated Assets, the purchase price shall equal the net book value of such Lease as of the related Maturity Date or (ii) a Series, the purchase price shall be determined as set forth in the related Series Servicing Supplement.

2.07 Collections, Security Deposits and Other Receipts.

(a) The Servicer shall use commercially reasonable efforts to (i) collect all payments required under each Lease and (ii) cause each Lessee to make all payments required under its Lease. Consistent with the foregoing, unless otherwise specified in a Series Servicing Supplement, the Servicer may in its discretion waive any Administrative Charges, in whole or in part, in connection with delinquent payments on a Lease. The Servicer shall account to the Titling Company for the Titling Company Assets related to each Series separately in accordance with this Agreement, the Titling Company Agreement and the related Series Servicing Supplement or Series Supplement.

(b) To the extent required by a related Series Supplement or Series Servicing Supplement, the Servicer shall transfer from the related Collection Account such funds as are required to be so transferred in connection with any Titling Company Asset Transfer.

(c) With respect to any Collections received by the Servicer:

(i) Within two Business Days after receiving any check or other receipt related to a Lease, the Servicer shall enter into its computer system the following information, to the extent available: (A) the amount of the receipt, (B) the lease number to which such receipt relates, (C) the nature of the payment, (D) the date of receipt of such payment and (E) if applicable, the Series to which such Lease has been allocated (collectively, the “Payment Information”).

(ii) As to any such funds received by the Servicer for which the Servicer does not have all Payment Information, the Servicer shall enter into its computer system all available Payment Information and use its commercially reasonable efforts to obtain all missing Payment Information as soon as practicable and shall enter the remaining Payment Information into its computer system upon receipt thereof.

(iii) The Servicer shall cause the portions of the Administrative Charge representing allocations of taxes to pay all such amounts as are contemplated by the related Lease.

(iv) By the later of the close of business on (A) the second Business Day after identification or (B) the day on which all related Payment Information is received by the Servicer, the Servicer shall, except as otherwise provided in a related Series Servicing Supplement, either (1) deposit into the related Collection Account all such funds other than (x) Administrative Charges and (y) Disposition Expenses, Liquidation Expenses and Insurance Expenses to be reimbursed to the Servicer pursuant to Section 2.11, or (2) appropriately segregate and designate such funds on its records, pending application thereof pursuant to this Agreement.

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(d) With respect to Security Deposits:

(i) Subject to Section 6.01(b), the Servicer shall treat all Security Deposits remitted to it (or deemed remitted to it) in accordance with its customary servicing procedures as agent, custodian and bailee for the Titling Company and as proceeds of the Leases, pending application of the proceeds thereof pursuant to clause (ii) below.

(ii) The Servicer shall apply the proceeds of each Security Deposit in accordance with applicable law and the terms of the related Lease, including payment of shortfalls resulting from the related Lessee’s default or failure to make payments required by the related lease or from damage to the related Leased Vehicle. Upon termination of a Lease, the Servicer shall return to the related Lessee any portion of the related Security Deposit remaining after deducting any amounts permitted under applicable law and the related Lease. To the extent permitted by applicable law and the related Lease, if a Lease becomes a Liquidated Lease, then the related Security Deposit shall become Liquidation Proceeds, which the Servicer shall apply (net of any Liquidation Expenses) to amounts owed by the related Lessee under such Lease.

(iii) The Servicer shall not be required to segregate Security Deposits from its own funds (except as otherwise required by applicable law). Any income earned from any investment on the Security Deposits by the Servicer shall be for the account of the Servicer as additional compensation (except as otherwise required by applicable law).

(e) With respect to any other funds received by the Servicer related to any Titling Company Asset, upon receipt the Servicer shall either (i) deposit such funds to the related Collection Account or (ii) appropriately segregate and designate such funds on its records, pending application thereof pursuant to this Agreement.

(f) The Servicer shall from time to time, in accordance with the Titling Company Agreement or an applicable Series Supplement or Series Servicing Supplement, (i) identify and allocate on the books and records of the Titling Company certain Leases and Leased Vehicles into one or more Series, either upon the initial creation of such Series or periodically following its creation, and (ii) direct the Titling Company to transfer periodically from and to the related Company Accounts and Series Accounts, as applicable, (A) such funds as are provided for in such Series Supplement or Series Servicing Supplement in connection with any Titling Company Asset Transfer and (B) such Series’ appropriate share of the Liabilities of the Titling Company, as determined in accordance with the Titling Company Agreement and such Series Supplement or Series Servicing Supplement.

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2.08 Settlement of Accounts.

(a) The Servicer shall prepare and deliver (i) with respect to any Series, to the related Holders and any Registered Pledgee of such Series, the reports required and at the times required in the related Series Servicing Supplement and (ii) with respect to the Unallocated Assets, any reports reasonably requested by the Member.

(b) The Servicer shall, as and when required in connection with the Titling Company Agreement or any Series Supplement, Series Servicing Supplement or Securitized Financing, transfer the amounts from and to the designated accounts or recipients as required pursuant to the foregoing.

2.09 Servicing Compensation.

(a) As compensation for the performance of its obligations under this Agreement, and subject to any applicable Series Servicing Supplement, the Servicer shall be entitled to receive with respect to (i) the Unallocated Assets, a servicing fee agreed to from time to time between the Member and the Servicer, and (ii) a Series, such servicing fee and such additional compensation as may be provided for in the related Series Servicing Supplement. The servicing compensation for any Titling Company Assets allocated to a Series or with respect to Unallocated Assets shall be calculated based only on such Titling Company Assets so allocated or the Unallocated Assets, respectively, and shall be deemed to be an expense incurred only with respect to such Series or the Unallocated Assets, as the case may be.

(b) Unless otherwise provided in a Series Servicing Supplement, the Servicer shall be entitled to additional servicing compensation with respect to the related Titling Company Assets in the form of Administrative Charges to the extent not required for the payment of insurance premiums, taxes or similar charges allocable to the Leases.

2.10 Servicing Expenses and Reimbursement. Subject to any applicable Series Servicing Supplement, the Servicer shall pay all expenses incurred by it in connection with its servicing activities and shall not be entitled to reimbursement of such expenses except for unpaid Disposition Expenses, Insurance Expenses, Liquidation Expenses and Reimbursable Expenses. The Servicer shall advance Insurance Expenses, Disposition Expenses, Liquidation Expenses and Reimbursable Expenses to the extent required to service the related Titling Company Assets. The Servicer shall be entitled to be reimbursed for Insurance Expenses, Disposition Expenses and Liquidation Expenses to which it is entitled by depositing only Net Insurance Proceeds, Net Auction Proceeds and Net Liquidation Proceeds to the related Collection Account or by appropriately segregating and designating such funds on its records, pending application thereof.

2.11 Repossession, Recovery and Sale of Leased Vehicles.

(a) Subject to Section 2.11(b), the Servicer shall use commercially reasonable efforts to sell or otherwise dispose of any Matured Vehicle not purchased by the Lessee and to repossess or recover and sell or otherwise dispose of any Liquidated Vehicle. In accordance with the foregoing standards, the Servicer shall follow such practices and procedures as are consistent with the standards set forth in Section 2.01(b), which may include, but is not limited to, (i) engaging in self-help repossession to the extent permitted under applicable law, (ii) exercising reasonable efforts to realize upon Dealer Recourse, (iii) re-leasing a Leased Vehicle or consigning a Leased Vehicle for resale, re-lease or other use for consideration (to the extent permitted by applicable law), (iv) selling a Leased Vehicle at public or private sale in a commercially reasonable manner or (v) commencing and prosecuting Proceedings with respect to such Lease or the related Leased Vehicle, in each case in compliance with the related Lease and all applicable laws.

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(b) The Servicer shall not be required to expend its own funds in repairing a Leased Vehicle that has been damaged unless the Servicer shall reasonably determine that such expenditure is likely to enhance Net Auction Proceeds or Net Liquidation Proceeds, as applicable. The Servicer shall expend funds in connection with the repossession, recovery or sale of any Leased Vehicle (and such expense shall be deemed a Liquidation Expense) only to the extent that it reasonably determines that anticipated Liquidation Expenses will not exceed anticipated Liquidation Proceeds. Except as otherwise provided in the related Series Servicing Supplement, the Servicer shall be reimbursed for Disposition Expenses and Liquidation Expenses as provided in Section 2.10. The Titling Company shall grant to the Servicer a Leased Vehicle Power of Attorney, and the Servicer, as “Grantee” thereunder, with full power of substitution, shall give prompt notice to the Titling Company upon any such substitution.

2.12 Servicer to Act on Behalf of Titling Company.

(a) The Servicer shall be deemed to have received proper instructions with respect to any of the books and records relating to the Titling Company Assets, including any Lease Document, upon receipt of written instructions by a Responsible Officer of the Titling Company or the Titling Company Registrar. A certified copy of a bylaw or a Board Resolution of the Titling Company or the Titling Company Registrar, as applicable, shall constitute conclusive evidence of the authority of any such Responsible Officer to act and shall be considered in full force and effect until receipt by the Servicer of written notice to the contrary given by the Titling Company or the Titling Company Registrar.

(b) The Servicer shall identify from time to time all (i) periodic sales and use tax, income or franchise tax or property (real or personal) tax reports for the Titling Company, (ii) periodic renewals of licenses and permits, (iii) periodic renewals of qualifications to do business and (iv) other periodic governmental filings, returns, registrations or approvals (collectively, “Filings”) arising with respect to or required of the Titling Company, including (in the case of clauses (ii) and (iv)) such licenses, permits and other Filings as are required for the Titling Company, to accept assignments of Leases or Leased Vehicles and to be identified and maintained as the owner of the Leased Vehicles on the related Certificates of Title, as contemplated by Sections 2.04 and 2.05(a). The Servicer shall also identify any surety bonds or other ancillary undertakings required of the Titling Company in respect of any Filing. The Servicer, with, to the extent applicable, the cooperation of the Member or the Titling Company, shall timely prepare and file or cause to be filed, with the appropriate Person each Filing and each such ancillary undertaking, and shall pay any and all fees, Taxes or expenses required to be paid in connection with the foregoing. The Servicer shall provide to the Titling Company a copy of each such Filing or undertaking upon request, other than Consolidated Tax Filings. In connection with this Section, the Titling Company shall grant to the Servicer such authority, including any necessary power of attorney (including a Filings Power of Attorney), as it may require to effect each such Filing or ancillary undertaking. If the Servicer receives notice, or has actual knowledge, of material non-compliance with any Filing requirement, it shall promptly so notify the Titling Company.

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2.13 Liability of Servicer; Indemnities.

(a) The Servicer shall be liable under this Agreement only to the extent of the obligations specifically undertaken by it and shall have no other obligations or liabilities hereunder.

(b) The Servicer shall indemnify, defend and hold harmless the following parties:

(i) the Titling Company, the Titling Company Registrar, the Beneficiaries, the Holders and any Registered Pledgees, and their respective officers, directors, shareholders, Affiliates, employees and agents (each, an “Indemnified Person”), from and against any and all Losses arising out of or resulting from the use or operation of any Leased Vehicle by the Servicer or any Affiliate thereof;

(ii) the Titling Company, the Titling Company Registrar, the Beneficiaries, the Holders and any Registered Pledgees from and against any and all Losses to the extent that such Losses arose out of, or were imposed upon, such Persons by reason of the performance by the Servicer of its duties under this Agreement, the Titling Company Agreement or a Series Servicing Supplement (excluding credit and residual Losses) or by reason of its disregard of its obligations and duties hereunder or thereunder;

(iii) the Titling Company and the Titling Company Registrar from and against any Taxes that may at any time be asserted against the Titling Company, or the Titling Company Registrar with respect to the transactions contemplated by this Agreement, the Titling Company Agreement or a Series Servicing Supplement (other than Taxes based on income payable to such Persons hereunder and thereunder), including any sales, gross receipts, general corporation, tangible personal property, privilege or license Taxes and costs and expenses in defending against the same; and

(iv) the Titling Company Registrar from and against all Losses arising out of or incurred in connection with their acceptance or performance of the trusts and duties contained in this Agreement, a Series Servicing Supplement or any other Titling Company Document, except to the extent that any such Loss (A) is due to the willful misconduct, bad faith or negligence (except for good faith errors in judgment) of the Titling Company Registrar, (B) arises from the material breach by the Titling Company Registrar of any of its obligations, representations or warranties in this Agreement or a Series Servicing Supplement or (C) arises out of or is incurred in connection with the performance by the Titling Company Registrar of the duties of Successor Servicer hereunder.

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(c) If the Servicer has made any indemnity payment pursuant to this Section, it shall be a condition of such payment that if the recipient thereafter collects from the Titling Company, the Titling Company Assets or third parties any amounts with respect to which the Servicer has made an indemnity payment to the recipient hereunder, the Servicer shall be entitled to be reimbursed by the recipient to the extent of such amounts collected, without interest.

(d) The obligations of the Servicer under this Section shall survive (i) any transaction described in Section 5.04 and any acts, occurrences or transactions related thereto whether arising before or after the date of such transaction, (ii) the resignation or removal of the Servicer and (iii) the termination of this Agreement, any related Series Servicing Supplement and the other Titling Company Documents.

2.14 Third Party Claims. The Servicer shall immediately notify the Member, each Related Beneficiary, each related Holder and the Titling Company Registrar, upon learning of a Claim or Lien of whatever kind of a third party that would be likely to have a material adverse impact (not reasonably expected to be covered by insurance) on the Titling Company, any Series or any Titling Company Assets allocated to a particular Series. The Servicer shall be responsible for the defense of any Claim against the Titling Company arising pursuant to or in connection with a Claim or Proceeding (i) contemplated by Sections 2.13(b)(i), (ii) and (iii), subject to the qualifications described therein, (ii) originally commenced by the Servicer to enforce a Lease or (iii) with respect to the servicing of a Lease. If the Servicer is responsible for the defense of such a Proceeding or Claim, the Servicer will provide such information with respect thereto as is reasonably requested by the Member, a Related Beneficiary, a related Holder (including any Registered Pledgees entitled to such information) or the Titling Company, as applicable.

2.15 Insurance.

(a) At the inception of each Lease, the Servicer shall (i) require each Lessee to execute and deliver to the Servicer, on behalf of the Titling Company, an Agreement to Provide Insurance and (ii) in States where so required by the issuer of the Contingent and Excess Liability Insurance Policy, obtain confirmation of the issuance to the Lessee of automotive liability insurance meeting the requirements of such issuer. If a Lessee fails to obtain or maintain required insurance, the Servicer may deem the related Lease to be in default, and the Servicer shall determine whether to repossess or recover the related Leased Vehicle in accordance with Section 2.11 or otherwise to seek enforcement of such Lease.

(b) The Servicer will maintain and pay when due all premiums with respect to, and the Servicer may not terminate or cause the termination of, the Contingent and Excess Liability Insurance Policy unless a replacement insurance policy or policies is obtained providing coverage against third party claims that may be raised against the Titling Company and, except as otherwise provided in a Series Servicing Supplement relating to a Securitized Financing, against any trust created in connection with such Securitized Financing that issues securities, in each case with respect to any Leased Vehicle (or, in the case of any such securitization trust, against the Leased Vehicles allocated to the related Series), in an amount at least equal to $1 million combined single limit per occurrence and excess coverage of $15 million combined single limit each occurrence without limit on the number of occurrences in any policy period (which policy or policies may be a blanket insurance policy or policies covering the Servicer and one or more of its Affiliates) or such other amount required in a Series Servicing

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Supplement relating to a Securitized Financing. On or before March 31 of each year, commencing March 31, 2001, the Servicer shall provide to the Titling Company an Officer’s Certificate certifying that the Insurance Policy the Servicer is required to maintain pursuant to this Section is in full force and effect. The obligations of the Servicer pursuant to this Section with respect to the Titling Company Assets shall survive any termination of the Servicer’s other obligations under this Agreement until such time as Claims can no longer be brought which would be covered by such policies, whether as a result of the expiration of relevant statutes of limitations or otherwise.

Article III.

STATEMENTS AND REPORTS

3.01 Reporting by the Servicer; Delivery of Certain Documentation.

(a) The Servicer shall deliver to the Titling Company, each Beneficiary and each Holder (including any Registered Pledgee entitled thereto) a Settlement Statement for the related Collection Period as and to the extent required by the related Series Servicing Supplement or, with respect to the Unallocated Assets, a settlement statement in form and substance as agreed between the Servicer and the Member.

(b) The Servicer shall provide the reports, information and other deliverables with respect to each Series to the Persons, in the manner and at the times required by the related Series Servicing Supplement or, with respect to the Unallocated Assets, as agreed between the Servicer and the Member.

Article IV.

SERVICER DEFAULTS

4.01 Servicer Defaults; Termination of Servicer.

(a) The Servicer may be terminated and replaced with respect to any Series as set forth in, and in accordance with the provisions of, the related Series Servicing Supplement.

(b) The Member may terminate NMAC as servicer of the Unallocated Assets upon any material breach by the Servicer of its obligations under this Agreement (any such breach, a “Servicer Default”); provided, however, that upon any such termination, the Servicer shall continue to perform its functions as Servicer of the Unallocated Assets and the Titling Company until a Successor Servicer assumes servicing responsibilities hereunder. All reasonable costs and expenses incurred in connection with transferring the servicing of the related Leases and Leased Vehicles to the Successor Servicer and amending this Agreement to reflect such succession as Servicer shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses.

(c) In the event of the partial termination of any, but not all, of the Servicer’s rights and powers hereunder, the Servicer (shall continue to service, administer and collect Leases and Leased Vehicles in unaffected Series and shall have the right to receive servicing compensation in accordance with the related Series Servicing Supplement with respect to all such unaffected Series.

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(d) Any compensation payable to a Successor Servicer may not be in excess of that permitted the predecessor Servicer unless the related Holders bear such excess costs exclusively.

4.02 No Effect on Other Parties. Upon any complete or partial termination of the rights and powers of the Servicer pursuant to Section 6.01 or upon any appointment of a Successor Servicer with respect to all or a portion of the Titling Company Assets, all rights, powers, duties and obligations of the Titling Company under this Agreement or any other Titling Company Document shall remain in full force and effect, except as otherwise expressly provided in this Agreement or in any other Titling Company Document.

Article V.

THE SERVICER

5.01 Representations and Warranties. As of the date hereof, the Servicer makes the following representations and warranties with respect to each Series to the Titling Company, each Related Beneficiary and each Holder:

(a) Organization and Good Standing. The Servicer is duly formed, validly existing, and in good standing under the laws of its state of formation, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and has power, authority and legal right to acquire, own, sell and service the Leases and the Leased Vehicles and to serve as custodian hereunder, except where failure to do so will not have a material adverse effect on the Servicer’s ability to perform its obligations under this Agreement.

(b) Due Qualification. The Servicer is duly qualified to do business as a foreign company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business (including the servicing of the Leases and Leased Vehicles as required by this Agreement) requires such qualifications except when the failure to have any such license, approval or qualification would not be likely to have a material adverse effect on the condition, financial or otherwise, of the Servicer or would not be likely to have a material adverse effect on the ability of the Servicer to perform its obligations under this Agreement.

(c) Power and Authority. The Servicer has the power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement has been duly authorized by the Servicer by all necessary organizational action.

(d) Binding Obligation. This Agreement has been duly executed and delivered by the Servicer and constitutes a legal, valid and binding obligation of the Servicer enforceable against the Servicer in accordance with its terms, except as such enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity or public policy, regardless of whether such enforceability shall be considered in a proceeding in equity or in law.

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(e) No Violation. The consummation of the transactions contemplated by, and the fulfillment of the terms of, this Agreement will not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under the organizational documents of the Servicer, (ii) conflict with or breach any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any material indenture, agreement or other instrument to which the Servicer is a party or by which it is bound, (iii) result in the creation or imposition of any material lien upon any properties of the Servicer pursuant to the terms of any such indenture, agreement or other instrument (other than this Agreement or a related Series Servicing Supplement) or (iv) violate any law or any order, rule or regulation applicable to the Servicer of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or its properties, in each case which breach, default, conflict, lien or violation would be likely to have a material adverse effect on the financial condition of the Servicer.

(f) No Proceedings. There are no Proceedings in which the Servicer has been served, or to the Servicer’s knowledge, Proceedings which are pending or threatened, in each case, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer: (i) asserting the invalidity of this Agreement; (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement; (iii) seeking any determination or ruling that would be likely to materially and adversely affect the performance by the Servicer of its obligations under, or the validity or enforceability of, this Agreement; or (iv) relating to the Servicer and that would be likely to adversely affect the federal income tax attributes of the Titling Company or any Series.

(g) Permits, Licenses, Approvals, Consents. The Servicer has obtained any and all permits, licenses, approvals, orders and consents of and made all necessary registrations with, each Governmental Authority and each other Person required in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.

5.02 Limitation on Liability of Servicer.

(a) Neither the Servicer nor any of its directors, officers, employees or agents shall be under any liability to the Titling Company, the Titling Company Registrar, any Beneficiary, any Holder, any Registered Pledgee or any third party beneficiary of this Agreement or any other Titling Company Document, except as otherwise provided in the applicable Titling Company Document, for any action taken or for refraining from the taking of any action pursuant to this Agreement or any other Titling Company Document, or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such individual against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations or duties under this Agreement or any other Titling Company Document.

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(b) Except as otherwise provided in this Agreement or any other Titling Company Document, the Servicer shall not be under any obligation to appear in, prosecute or defend any Proceeding not incidental to its duties to service the Leases in accordance with this Agreement, and that in its opinion may involve it in any Liability; provided, however, that the Servicer may undertake any reasonable action it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Titling Company, and any reasonable expense related to any such undertaking by the Servicer shall be a Reimbursable Expense.

(c) The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement or any other Titling Company Document.

5.03 Merger.

(a) The Servicer shall not consolidate with or merge into any other entity or convey, transfer or lease all or substantially all of its assets as an entirety to any Person unless (i) the entity formed by such consolidation or into which the Servicer is to be merged or the Person that is to acquire by conveyance, transfer or lease all or substantially all of the assets of the Servicer as an entirety (A) is an entity organized and existing under the laws of the United States or any State and (B) either executes and delivers to the Titling Company an agreement, containing an assumption by such successor entity of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer under this Agreement and the other Titling Company Documents or will be so bound by operation of law or (ii) the Servicer will be the surviving entity resulting from such consolidation or merger.

(b) Any Person (i) into which the Servicer may be merged or consolidated, (ii) that may result from any merger, conversion or consolidation to which the Servicer shall be a party, (iii) that may succeed to all or substantially all of the business of the Servicer or (iv) more than 50% of the voting interests of which is directly or indirectly owned by NMAC or any Affiliate thereof and that is otherwise servicing motor vehicle leases or retail installment sale contracts, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Servicer under the Titling Company Documents, shall be the successor to the Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. The Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section to the Titling Company, the Titling Company Registrar and each Holder and Registered Pledgee. The Servicer may appoint one or more nominees to hold title to any or all of the Titling Company Assets in the name of such nominee title holder for the sole and exclusive benefit of the Titling Company and, upon the appointment of such a nominee title holder, the Titling Company on behalf of the Titling Company, as applicable, shall transfer title to all or such portion of the Titling Company Assets as directed by the Servicer.

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5.04 Servicer Not to Resign; Assignment.

(a) Except as provided in Section 4.01 or 6.01, the Servicer shall not resign from the duties and obligations imposed on it hereby as Servicer except upon a determination by its Board of Directors that by reason of a change in applicable law, the continued performance by the Servicer of its duties as Servicer under this Agreement would cause it to be in violation of such applicable law in a manner that would be likely to result in a material adverse effect on the Servicer or its financial condition, such determination to be evidenced by the delivery to the Titling Company of a Board Resolution to such effect. No such resignation shall become effective until the date upon which the Servicer becomes unable to act as Servicer, as specified in such notice, unless a Successor Servicer has assumed the duties of the Servicer hereunder. If the Servicer is so required to resign, the Servicer shall assist the Titling Company in finding a Successor Servicer, which Person shall enter into a new servicing agreement with the Titling Company, which satisfies the requirements of each Series Servicing Supplement, if any.

(b) The Servicer may not assign this Agreement or any of its rights, powers, duties or obligations hereunder; provided, however, that the Servicer may assign this Agreement in connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 5.03.

(c) Except as otherwise provided in this Section, the duties and obligations of the Servicer under this Agreement shall continue until the Servicer is replaced pursuant to Section 4.01 or until this Agreement shall have been terminated as provided in Section 6.01 and shall survive the exercise by the Titling Company of any right or remedy under this Agreement or the enforcement by the Titling Company of any provision of the other Titling Company Documents.

Article VI.

MISCELLANEOUS

6.01 Termination of Agreement; Transfer of Servicing Materials to Successor Servicer.

(a) This Agreement shall terminate, completely or in part with respect to one or more Series, upon the earlier of (i) the dissolution of the Titling Company, (ii) with respect to the Servicer, but not as to the applicable Successor Servicer, the discharge of the Servicer in accordance with the terms of this Agreement (completely or with regard to any of (A) the Servicer’s obligation to cause the assignment of Leases, Leased Vehicles and related Titling Company Assets to the Titling Company or (B) the Servicer’s servicing obligations with regard to one or more Series) or (iii) the mutual written determination of the parties hereto (completely or in any part as set forth in clause (ii) above). Upon any termination of the Servicer’s servicing obligations hereunder with regard to any Series, upon payment of all amounts due to the Servicer hereunder with respect to such Series (including related accrued Servicing Fees and

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additional servicing compensation payable in respect of such Series and reimbursement of any advances), the Servicer shall pay to or upon the order of the Titling Company or any other Person entitled thereto all monies held by the Servicer on behalf of the Titling Company with respect to such Series. Any termination of the Servicer with respect to one Series shall not thereby effect a termination of the Servicer with respect to any other Series in existence at the time of such termination.

(b) If the rights of the Servicer are terminated hereunder with regard to the Unallocated Assets or any Series, the Servicer shall, upon demand of the Titling Company, deliver to the Titling Company or the applicable Successor Servicer copies of all books and records necessary for the servicing of the related Leases and Leased Vehicles, all monies collected by it and required to be deposited in any Company Account, Series Account or other account relating to the Series (including the transfer of applicable Security Deposits being held by the Servicer), and any related Leased Vehicle in its possession that has been repossessed or recovered and is part of Matured Vehicle Inventory and in either case has not yet been sold or otherwise disposed of pursuant to this Agreement. In addition, the Servicer shall use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the applicable Leases to the Successor Servicer. As promptly as practicable, the Servicer shall provide to the Successor Servicer a current computer tape containing all information required for the servicing of such Leases, together with documentation containing any and all information necessary for use of such computer tape.

6.02 Amendment.

(a) Subject to Section 6.02(b), this Agreement may be amended as it relates to (i) the Titling Company, by written agreement among the Titling Company, the Member, the Servicer and any additional Persons required by any Series Servicing Supplement or (ii) a particular Series, by one or more Series Servicing Supplements among the Titling Company, the Member, the Servicer and any additional Persons required by the related Series Servicing Supplement. A Series Servicing Supplement may provide, among other things, for further specific servicing obligations with respect to the related Series. Such Series Servicing Supplements may permit the termination of this Agreement insofar as it applies to the related Series, upon the terms and conditions set forth therein; provided, that no Series Servicing Supplement shall be effective to authorize or effect the termination of this Agreement insofar as it relates to the Unallocated Assets or any other Series.

(b) This Agreement may be amended at any time by the Member, the Titling Company and the Servicer, without the consent of any Holder or other Beneficiary, (i) to (A) cure any ambiguity, (B) correct or supplement any provision herein that may be inconsistent with any other provision herein, (C) add any provision that provides additional rights to the Holders or (D) ensure that none of the Titling Company, the Beneficiaries or the Holders is classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes; provided, in each case, that such amendment will not, in the good faith judgment of the parties thereto, materially and adversely affect the interest of any Holder or (ii) for any other purpose, provided that an Opinion of Counsel is delivered to the Titling Company and the Titling Company Registrar to the effect that such amendment or supplement will not materially and adversely affect the interest of any Holder.

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(c) Any amendment or supplement effected contrary to the provisions of this Section shall be void.

6.03 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICT OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

6.04 Relationship of this Agreement to Other Titling Company Documents. Unless the context otherwise requires, this Agreement and the other Titling Company Documents shall be interpreted so as to give full effect to all provisions hereof and thereof. The provisions of this Agreement supersede the servicing provisions of the Titling Company Agreement. In the event of any actual conflict between the provisions of this Agreement and (i) the Titling Company Agreement, with respect to the servicing of any Titling Company Assets, the provisions of this Agreement shall prevail and (ii) any Series Servicing Supplement with respect to the servicing of any Series Assets, the provisions of such Series Servicing Supplement shall control with respect to the related Series.

6.05 Notices. All demands, notices and communications hereunder shall be in writing and shall be delivered or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service, or electronically by email (if an email address is provided), and addressed in each case as follows: (i) if to the Servicer, at One Nissan Way, Franklin, Tennessee 37067 (email: doug.gwin@nissan-usa.com), Attention: Douglas Gwin; (ii) if to the Titling Company Registrar, at 190 South LaSalle Street, 7th Floor, Chicago, IL 60603 (email: brian.kozack@usbank.com), Attention: Nissan-Infiniti LT LLC (iii) if to the Titling Company, at One Nissan Way, Franklin, Tennessee 37067 (email: doug.gwin@nissan-usa.com), Attention: Douglas Gwin; (iv) if to the Member, at One Nissan Way, Franklin, Tennessee 37067 (email: doug.gwin@nissan-usa.com), Attention: Douglas Gwin; or (v) at such other address as shall be designated by any of the foregoing in a written notice to the other parties hereto. Delivery shall occur only when delivered by hand or, in the case of mail or email, upon actual receipt or reported tender of such communication by an officer of the intended recipient entitled to receive such notices located at the address of such recipient for notices hereunder.

6.06 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement or any Series Servicing Supplement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement, as supplemented or amended, and shall in no way affect the validity or enforceability of the other covenants, agreements, provisions or terms of this Agreement or any Series Servicing Supplement.

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6.07 Inspection and Audit Rights. The Servicer agrees that, on reasonable prior notice, but subject to any limitations set forth in any Series Servicing Supplement or Securitized Financing, it will permit any representative or designee of the Titling Company Registrar, the Member or Registered Pledgee during the normal business hours of the Servicer, to examine all books of account, records, reports and other papers of the Servicer relating to the Titling Company Assets, to make copies and extracts therefrom, to cause such books to be audited by Independent Accountants selected by the Titling Company Registrar, Member or Registered Pledgee, as applicable, and to discuss the affairs, finances and accounts related to the Titling Company Assets with its officers and employees, all at such reasonable times and as often as may be reasonably requested. Such rights shall include, but shall not be limited to, any offsite storage facilities at which any data (including, without limitation, computerized records), together with all operating software and appropriate documentation, may be held. The Titling Company Registrar, the Member and each Registered Pledgee agree to keep confidential all confidential information of the Servicer acquired during any such examination as if such information were its own confidential information, except to the extent necessary for the purposes of this Agreement or the enforcement thereof.

6.08 Binding Effect. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns.

6.09 Table of Contents and Headings. The Table of Contents and Article and Section headings herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

6.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed and delivered shall be deemed to be an original, but all of which counterparts shall together constitute but one and the same instrument.

6.11 Further Assurances. Each party shall take such acts, and execute and deliver to any other party such additional documents or instruments as may be reasonably requested in order to effect the purposes of this Agreement and to better assure and confirm unto the requesting party its rights, powers and remedies hereunder.

6.12 Third-Party Beneficiaries. The related Beneficiary, the related Holders and any other Person designated as a third party beneficiary in a Series Servicing Supplement shall be third party beneficiaries of this Agreement as supplemented by such Series Servicing Supplement. Except as otherwise provided in this Agreement or a Series Servicing Supplement, no other Person shall have any rights hereunder.

6.13 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of any party hereto, any right, remedy, power or privilege under this Agreement or any Series Servicing Supplement shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges provided in this Agreement and any Series Servicing Supplement are cumulative and not exhaustive of any rights, remedies, powers or privileges provided at law, in equity or otherwise.

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6.14 No Petition. Each of the parties hereto covenants and agrees that prior to the date that is one year and one day after the date on which all obligations under each Securitized Financing have been paid in full, it will not institute against, or join any other Person in instituting against the Titling Company, the Member, any Special Purpose Affiliate, any Beneficiary, any general partner of a Beneficiary or of a Special Purpose Affiliate that is a partnership, any member of a Beneficiary or of a Special Purpose Affiliate (or any of their respective general partners) that is a limited liability company or any trustee of a Beneficiary or of a Special Purpose Affiliate which is a trust, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding or other Proceeding under any federal or State bankruptcy or similar law. This Section shall survive the complete or partial termination of this Agreement or the complete or partial resignation or removal of the Servicer.

6.15 Amendment and Restatement. This amendment and restatement of the Trust Servicing Agreement shall not effectuate a novation or extinguishment of the obligations outstanding under the Trust Servicing Agreement, but rather are an amendment and restatement of certain terms governing such obligations. As of the Conversion Date, all obligations outstanding under the Trust Servicing Agreement shall remain outstanding obligations hereunder subject to the terms of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers duly authorized as of the day and year first above written.

NISSAN-INFINITI LT LLC
By:	/s/ Douglas E. Gwin, Jr.
	Name:   Douglas E. Gwin, Jr.
	Title:     Assistant Treasurer
NILT LLC, as Member
By:	/s/ Douglas E. Gwin, Jr.
	Name:   Douglas E. Gwin, Jr.
	Title:     Assistant Treasurer
NISSAN MOTOR ACCEPTANCE COMPANY LLC, as Servicer
By:	/s/ Douglas E. Gwin, Jr.
	Name:   Douglas E. Gwin, Jr.
	Title:     Assistant Treasurer

Amended and Restated Titling Company Servicing Agreement

EXHIBIT A

DEFINITIONS

“Accountant” means a firm of public accountants of nationally recognized standing.

“Administrative Charge” means, with respect to any Lease, any payment (whether or not part of the fixed monthly payment) payable to the related Lessor representing a late payment fee, a disposition fee, an extension fee, an excess mileage fee, an allocation to the related Lessee of insurance premiums, sales, personal property or excise taxes or any other similar charge.

“Administrative Lien” means a first lien upon any Certificate of Title deemed necessary and useful by the Servicer or by the Member and the Servicer solely to provide for delivery of title documentation to the Titling Company or the Servicer, as its designee.

“Administrator” means NMAC, as administrator of the Titling Company under the Titling Company Agreement.

“Affiliate” of any Person means any other Person that (i) directly or indirectly controls, is controlled by or is under common control with such Person (excluding any trustee under, or any committee with responsibility for administering, any employee benefit plan) or (ii) is an officer, director, member or partner of such Person. For purposes of this definition, a Person shall be deemed to be “controlled by” another Person if such other Person possesses, directly or indirectly, the power (i) to vote 5% or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors, members or managing partners of such Person or (ii) to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“Agreement” means this Servicing Agreement, as amended or supplemented from time to time; provided, however, that except as otherwise provided therein, a supplement hereto with respect to a Series (including the Unallocated Assets Series) will only supplement this Servicing Agreement as it relates to such Series.

“Agreement to Provide Insurance” means the agreement of such name required to be executed by each Lessee as a condition to its Lease in accordance with the Credit and Collection Policy, or any successor to such agreement (including any provision in the related Lease that requires such Lessee to provide insurance covering the related Leased Vehicle).

“Assignment Agreement” means an agreement between NMAC (or another finance company) and the Titling Company pursuant to which NMAC (or such finance company) assigns to the Titling Company its rights under each Dealer Agreement described therein.

“Assignment Date” means, with respect to any Lease or Leased Vehicle, the date such Lease or Leased Vehicle is transferred to the Titling Company.

A-1

“Auction Proceeds” means, with respect to a Collection Period, all amounts received by the Servicer in connection with the sale or disposition of any Vehicle which is sold at auction or otherwise disposed of by the Servicer during such Collection Period, other than Insurance Proceeds.

“Beneficiaries” means, collectively, the Related Beneficiaries of all Series, and “Beneficiary” means any of such Beneficiaries.

“Board Resolution” means, with respect to any Person (which, in the case of a partnership, shall be its managing general partner or, if there is no managing general partner, any general partner thereof and in the case of a trust shall be its beneficiary), a copy of a resolution certified by its Secretary or an Assistant Secretary to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification and delivered to the entity to which such resolution is required to be delivered.

“Business Day” has the meaning set forth in the Titling Company Agreement.

“Capital Contribution” means any capital contribution to the Titling Company (or any Series thereof) made by a Beneficiary, the Servicer, the Member or any of their respective Affiliates.

“Certificate of Title” means a certificate of title or other evidence of ownership of a Leased Vehicle issued by the Registrar of Titles in the jurisdiction in which such Leased Vehicle is registered.

“Claims” means all liabilities, claims and expenses (including reasonable legal and other professional fees and expenses).

“Collection Account” means (i) with respect to the Unallocated Assets, the account identified as the “Collection Account” by the Member and (ii) with respect to a Series, the Collection Account established and maintained with respect to a Series pursuant to the related Series Supplement.

“Collection Account Balance” means, with respect to each Collection Account, as of any date, the balance on deposit in such Collection Account as of the close of business on the immediately preceding Business Day.

“Collection Period” means, except as otherwise provided in the Series Servicing Supplement relating to a Series, each calendar month.

“Collections” means, with respect to any Collection Period and Series, all collections received on or with respect to the related Leases and Leased Vehicles in respect of such Collection Period, including the following: (i) Monthly Payments (including Payments Ahead when received), Payoffs, Administrative Charges and any other payments under the Leases; (ii) Net Auction Proceeds; (iii) Net Liquidation Proceeds not included in Net Auction Proceeds; (iv) any Net Insurance Proceeds; and (iv) any proceeds of Dealer Recourse.

A-2

“Consolidated Tax Filings” means periodic sales and use tax, income or franchise tax or property (real or personal) tax reports for the Titling Company prepared for Nissan North America, Inc. or NMAC and their respective Affiliates on a consolidated basis.

“Contingent and Excess Liability Insurance Policy” means all contingent, excess or umbrella policies from time to time issued with the Titling Company named as an additional insured or loss payee, in each case to the extent applicable to any Lease or Leased Vehicle and, in each case, all replacement or successor policies.

“Conversion” means each of the following conversions: (i) the conversion of Nissan-Infiniti LT, as Delaware statutory trust, to the Titling Company, and the Titling Company will constitute a continuation of the business of Nissan-Infiniti LT, (ii) the conversion of NILT Trust, a Delaware statutory trust, to NILT LLC, a Delaware limited liability company, and NILT LLC will constitute a continuation of the business of NILT Trust and (iii) the conversion of Nissan Motor Acceptance Corporation, a California corporation, to NMAC, and NMAC will constitute a continuation of the business of Nissan Motor Acceptance Corporation.

“Conversion Date” means April 1, 2021.

“Credit and Collection Policy” means the credit and collection policy related to the Leases and Leased Vehicles maintained by the Servicer on behalf of the Titling Company pursuant to Section 2.01(b).

“Dealer” means a motor vehicle dealer that is a party to a Dealer Agreement.

“Dealer Agreement” means an agreement between a Dealer and any one of NMAC, an Affiliate of NMAC, another finance company or the Titling Company, which sets forth the respective rights and obligations of the parties with respect to the origination of lease contracts by the Dealer.

“Dealer Recourse” means, with respect to any Lease, all rights arising under the related Dealer Agreement or otherwise against the Dealer which originated such Lease.

“Deposit Date” means, with respect to a Collection Period, the Business Day immediately preceding the related Payment Date.

“Disposition Expenses” means reasonable out-of-pocket expenses incurred by the Servicer in connection with the sale at auction or other disposition of a Leased Vehicle by the Servicer.

“Distribution Account” means such account as may be established pursuant to a Series Supplement, a Series Servicing Supplement or related Securitized Financing Documents into which distributions to holders of Securities are required to be deposited.

“Dollar” and the sign “$” mean lawful money of the United States of America.

A-3

“Eligible Lease” means (i) with respect to the Unallocated Assets, a Lease, and (ii) with respect to any Lease allocated to a Series, an “Eligible Lease” within the meaning of the related Series Servicing Supplement or Series Supplement.

“Filings” has the meaning set forth in Section 2.12(b).

“Filings Power of Attorney” means a power of attorney granted by the Titling Company to the Servicer pursuant to Section 2.12(b), substantially in the form of Exhibit C.

“Force Majeure Event” means an act beyond the reasonable control of the Servicer, including acts of God, public health emergencies, civil unrest, war, vandalism or sabotage, rioting, accidents, fires, floods, earthquakes, hurricanes, strikes, labor disputes, mechanical breakdowns, malware or ransomware attack, shortages or delays in obtaining suitable parts, equipment, material, labor or transportation, acts of subcontractors, interruption of utility services, acts of any unit of government or any governmental agency or any event similar to the foregoing.

“Holder” means, with respect to any Certificate, the Person listed in the Certificate Register as the registered owner thereof; provided, that a Registered Pledgee shall be entitled to exercise any or all of the rights or powers of a Holder of a Certificate hereunder, but only to the extent such entitlement is set forth in such Holder’s registration of pledge or the documents relating to such pledge.

“Indemnified Person” has the meaning set forth in Section 2.13(b)(i).

“Independent” when used with respect to any Accountant, means such an Accountant, who may also be the Accountant who audits a Beneficiary, NMAC, the Servicer or any of their respective Affiliates, who is Independent with respect to such entity as contemplated by Rule 101 of the Code of Professional Conduct of the American Institute of Certified Public Accountants.

“Insurance Expenses” means any Insurance Proceeds (i) applied to the repair of the related Leased Vehicle, (ii) released to the related Lessee in accordance with applicable law or the customary servicing procedures of the Servicer or (iii) representing other related expenses incurred by the Servicer not otherwise included in Liquidation Expenses or Disposition Expenses and recoverable by the Servicer under this Agreement or any Series Servicing Supplement.

“Insurance Policy” means any insurance policy (including any self-insurance), including any residual value insurance policy, guaranteed automobile protection policy, comprehensive, collision, public liability, physical damage, personal liability, contingent and excess liability, accident, health, credit, life or unemployment insurance or any other form of insurance or self-insurance, to the extent that any such policy or self-insurance covers or applies to the Titling Company, any Series, any Lease, any Leased Vehicle or the ability of a Lessee to make required payments with respect to the related Lease or the related Leased Vehicle.

A-4

“Insurance Proceeds” means, with respect to any Leased Vehicle, Lease or Lessee, recoveries paid to the Servicer or the Titling Company under an Insurance Policy and any rights thereunder or proceeds therefrom (including any self-insurance).

“Lease” means any lease contract or similar arrangement for a Leased Vehicle assigned to the Titling Company or entered into between a Lessee and the Titling Company.

“Lease Documents” means, with respect to each Lease, (i) in the case of each Lease that constitutes tangible chattel paper, the original executed copy of each tangible “record” constituting or forming a part of such Lease; and in the case of each Lease that constitutes electronic chattel paper, the single “authoritative copy” (as such term is used in Section 9-105 of the UCC) of each electronic “record” constituting or forming a part of such Lease, (ii) the Agreement to Provide Insurance and any other documentation of the Lessee’s insurance coverage customarily maintained by the Servicer, (iii) a copy of the application or application information of the related Lessee, together with supporting information customarily maintained by the Servicer which may include factory invoices related to new vehicles, credit scoring information or Dealer purchase documentation and odometer statements required by applicable law, (iv) the original Certificate of Title (or a copy of the application therefor if the Certificate of Title has not yet been delivered by the applicable Registrar of Titles) or such other documents, if any, that the Servicer keeps on file in accordance with its customary practices indicating that title to the related Leased Vehicle is in the name of the Titling Company (or such other name as directed by the Servicer pursuant to Section 2.04(a)) and noting thereon any Administrative Lien, if required, and (v) any and all other documents that the Servicer keeps on file in accordance with its customary practices related to such Lease or the related Leased Vehicle or Lessee, including any written agreements modifying such Lease (including any extension agreements).

“Leased Vehicle” means a new or used motor vehicle (including, without limitation, an automobile, sport utility vehicle, minivan, motorcycle or light-duty truck), together with all accessories, parts and additions constituting a part thereof, and all accessions thereto, leased to a Lessee pursuant to a Lease.

“Leased Vehicle Power of Attorney” means a power of attorney granted by the Titling Company to the Servicer pursuant to Section 2.11(b), substantially in the form of Exhibit B.

“Lessee” means each Person that is a lessee or obligor under a Lease, including any Person that executes a guarantee on behalf of such lessee.

“Lessor” means each Person that is the lessor under a Lease or the assignee thereof, including, in either case, the Titling Company.

“Liability” means any liability or expense, including any indemnification obligation.

“Lien” has the meaning set forth in the Titling Company Agreement.

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“Liquidated Lease” means a Lease (i) which is terminated by the Servicer prior to its Maturity Date following a default thereunder or (ii) with respect to which the related Lessee is no longer obligated to make Monthly Payments.

“Liquidated Vehicle” means the Leased Vehicle related to a Liquidated Lease.

“Liquidation Expenses” means reasonable out-of-pocket expenses incurred by the Servicer in connection with the attempted realization of the full amounts due or to become due under any Liquidated Lease, including expenses of any collection effort (whether or not resulting in a lawsuit against the Lessee under such Lease) or other expenses incurred prior to repossession, recovery or return of the Liquidated Vehicle, expenses incurred in connection with the sale or other disposition of a Liquidated Vehicle that has been repossessed or recovered or has reached its Maturity Date, expenses incurred in connection with making claims under any related Insurance Policy and expenses incurred in connection with making claims for any Liquidation Expenses.

“Liquidation Proceeds” means all amounts received by the Servicer with respect to a Liquidated Lease and the related Liquidated Vehicle in connection with the attempted realization of the full amounts due or to become due under the Lease, including Net Auction Proceeds related to such Liquidated Vehicle, but excluding Insurance Proceeds.

“Loss” means any loss, liability, claim, damage or reasonable expense, including reasonable fees and expenses of counsel and reasonable expenses of litigation.

“Manufacturer” means the manufacturer or vendor of a motor vehicle.

“Matured Vehicle” as of any date means any Leased Vehicle the related Lease of which has reached its Maturity Date or has been terminated by the related Lessee prior to the Maturity Date (and the Lessee is not in default under such Lease), which Leased Vehicle has been returned to the Servicer on behalf of the Titling Company.

“Matured Vehicle Inventory” means, as of any date, all Matured Vehicles that have not yet been sold or otherwise disposed of by the Servicer pursuant to this Agreement and the related Series Servicing Supplement.

“Maturity Date” means, with respect to any Lease, the date on which such Lease is scheduled to terminate as set forth in such Lease at its date of origination or, in the case of an Extended Lease, the revised termination date.

“Member” means NILT LLC, a Delaware limited liability company, as successor by conversion to NILT Trust, a Delaware statutory trust, and its successors.

“Monthly Payment” means, with respect to any Lease, the amount of each scheduled monthly payment payable to the Lessor in accordance with the terms thereof, net of any portion of such scheduled monthly payment that represents an Administrative Charge.

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“Net Auction Proceeds” means Auction Proceeds net of related Disposition Expenses.

“Net Insurance Proceeds” means Insurance Proceeds net of related Insurance Expenses.

“Net Liquidation Proceeds” means Liquidation Proceeds net of related Liquidation Expenses.

“NMAC” means Nissan Motor Acceptance Company LLC, a Delaware limited liability company, as successor by conversion to Nissan Motor Acceptance Corporation, a California corporation, and its successors.

“NMAC’s Portfolio” means, as of any date, all new or used automobiles, sport utility vehicles, minivans, motorcycles, light-duty trucks or other motor vehicles leased to lessees under lease contracts that are serviced by NMAC for itself or others, whether or not such lease contracts have been assigned to the Titling Company.

“Officer’s Certificate” means a certificate signed by the Chairman of the Board of Directors, the President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of any specified Person (which, in the case of a (i) limited liability company, shall be any of the foregoing officers of a member, (ii) partnership, shall be any of the foregoing officers of the managing general partner or, if there is no managing general partner, any general partner or (iii) trust, shall be any of the foregoing officers of the owner of the trust) and delivered to any other specified Person.

“Other Series” means, with respect to a Series, any Series other than such Series.

“Payment Ahead” means any payment of all or a part of one or more Monthly Payments remitted by a Lessee with respect to a Lease in excess of the Monthly Payment due with respect to such Lease, which amount the Lessee has instructed the Servicer to apply to Monthly Payments due in one or more subsequent Collection Periods.

“Payment Date” means, except as otherwise set forth in a Series Servicing Supplement, the twentieth day of each month, or, if such day is not a Business Day, the immediately succeeding Business Day, commencing with the first Payment Date specified in the related Series Servicing Supplement.

“Payment Information” has the meaning set forth in Section 2.07(c)(i).

“Payoff” means amounts paid to the Servicer to purchase a Leased Vehicle.

“Permitted Agreements” means any Lease, any Series Supplement, this Agreement, any Series Servicing Supplement, any Securitized Financing Document or other document entered into in connection with or otherwise relating to any Securitized Financing, any assignment of Titling Company Assets or rights relating thereto from any Dealer, Manufacturer or other Person and any intercreditor agreement relating to any Titling Company Assets or any security interest in property of obligors, each as amended, supplemented or otherwise modified from time to time;

A-7

provided, however, that no agreement shall be a Permitted Agreement if (a) it contains any financial obligation on the part of the Titling Company that may be satisfied out of Titling Company Assets generally unless a Person other than the Titling Company has agreed to be primarily responsible for such financial obligation in a manner not inconsistent with the Titling Company Agreement or (b) other than a Lease, it contains any nonfinancial obligation which the Servicer, the Administrator, the Titling Company Registrar or similar service provider has not agreed to perform pursuant to a written agreement.

“Person” means any legal person, including any individual, corporation, partnership, joint venture, association, limited liability company, joint stock company, trust, business trust, bank, trust company, estate (including any beneficiaries thereof), unincorporated organization or government or any agency or political subdivision thereof.

“Proceeding” means any suit or action at law or in equity or any other judicial or administrative proceeding, including any bankruptcy proceeding.

“Restricted Jurisdiction” means any jurisdiction in which the Company is not qualified and licensed to do business, other than any jurisdiction where the failure to be so qualified and licensed will not have a material adverse effect on any Holder or Registered Pledgee.

“Registered Pledgee” means, with respect to any Certificate, the Person listed in the Certificate Register as the registered pledgee of such Certificate.

“Registrar of Titles” means the applicable department, agency or official in a State responsible for accepting applications and maintaining records relating to Certificates of Title and Liens thereupon.

“Reimbursable Expense” means an amount advanced by the Servicer to pay the allocable share of the Series’ (i) costs or expenses associated with a Proceeding pursuant to Section 2.01(d) or 5.02(b) hereof or (ii) fees or expenses of the Titling Company Registrar pursuant to Section 7.9(a) of the Titling Company Agreement.

“Related Beneficiary” means, with respect to (i) the Unallocated Assets, the Member, and (ii) a Series, the Holder of the related Series Certificate, and each other Person or Persons designated as a Beneficiary of such Series in the related Series Supplement, in each case together with their permitted successors and assigns.

“Responsible Officer” means, when used with respect to any Person, any officer of such Person, including any president, vice president, assistant vice president, trust officer, secretary, assistant secretary or any other officer thereof customarily performing functions similar to those performed by the individuals who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of his or her knowledge of or familiarity with the particular subject.

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“Schedule of Leases and Leased Vehicles” means the list (which may be in electronic or tangible form) of Leases and the related Leased Vehicles that are included as Titling Company Assets, as such list may be revised and supplemented from time to time pursuant to the Titling Company Documents.

“Securitized Financing” means any (i) financing transaction undertaken by a Beneficiary or a Special Purpose Affiliate that is secured by, or payable from (directly or indirectly) Series Assets, a Series or any interest therein and any financing undertaken in connection with the issuance, pledge or assignment of a Series and the related Series Certificate, (ii) any sale, lease or other transfer by a Beneficiary or a Special Purpose Affiliate of an interest in a Series or (iii) any other asset securitization, secured loan or similar transaction involving Series Assets or the Company.

“Securitized Financing Documents” means, with respect to a Securitized Financing, each indenture, trust agreement, pooling and servicing agreement, loan agreement, credit agreement, purchase agreement, purchase and sale agreement, fee letter, hedge agreement, administration agreement, servicing agreement, program operating lease, assignment or transfer agreement, supplemental agreement of definitions, security agreement, and each other operative document related to such Securitized Financing, each as amended, supplemented or otherwise modified from time to time.

“Security” means, with respect to any Series Interest, any security (including an asset-backed note or asset-backed certificate) or loan, the payments on which are derived in any material part from or collateralized by Collections received with respect to the related Series Assets.

“Security Deposit” means, with respect to any Lease, the refundable security deposit specified in such Lease.

“Series” has the meaning set forth in Section 4.1(a) of the Titling Company Agreement.

“Series Collections” shall have the meaning set forth in the related Series Servicing Supplement.

“Series Servicing Supplement” means any supplement or amendment to this Servicing Agreement, including any separate servicing agreement to the extent that by its terms it supersedes this Servicing Agreement, entered into from time to time relating to a particular Series or Series Certificate and the servicing of the related Series Assets which supplement or amendment sets forth any special responsibilities or obligations the Servicer may be required to undertake in connection therewith.

“Series Supplement” means any supplement or amendment to the Titling Company Agreement executed from time to time in connection with the creation and issuance of a particular Series.

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“Series Vehicle” means a Leased Vehicle allocated to a Series.

“Servicer” means NMAC, in its capacity as servicer under this Agreement, and each Person succeeding to the duties of the Servicer hereunder pursuant to Section 4.01, 5.03(b) or Section 5.04.

“Servicer Default” has the meaning set forth in Section 4.01.

“Settlement Statement” has the meaning set forth in the related Series Servicing Supplement.

“State” means any state of the United States, Puerto Rico or the District of Columbia.

“Successor Servicer” means an entity that accepts an appointment to serve as successor Servicer hereunder pursuant to Section 4.01 or Section 5.04 or pursuant to the related Series Servicing Supplement, or, if no such entity accepts an appointment by the effective date of a Servicer’s termination hereunder or under the related Series Servicing Supplement, the Titling Company Registrar until such time as a Successor Servicer accepts an appointment hereunder.

“Tax” or “Taxes” means any and all taxes, including but not limited to, net income, franchise, value added, ad valorem, gross income, gross receipts, sales, use, property (personal and real and tangible and intangible), stamp taxes, levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever, together with any and all penalties, fines, additions to tax and interest imposed by any federal, state, local or foreign government or political subdivision thereof.

“Titling Company” has the meaning set forth in the preamble.

“Titling Company Agreement” means the limited liability company agreement of Nissan-Infiniti LT LLC, dated as of April 1, 2021, between NILT LLC, as member, NMAC, as administrator, and the Titling Company Registrar.

“Titling Company Assets” has the meaning set forth in the Titling Company Agreement.

“Titling Company Assets Transfer” means the allocation, in connection with a Securitized Financing and in accordance with the terms of the related Securitized Financing Documents, of any Leases and Leased Vehicles from the Unallocated Assets to a Series after such Series’ initial creation.

“Titling Company Document” means this Agreement, the Titling Company Agreement, the Certificate of Formation, any Series Supplement, any Series Servicing Supplement, each Assignment Agreement and each Permitted Agreement to which the Company is a party.

“Titling Company Registrar” means U.S. Bank National Association, as titling company registrar under the Titling Company Agreement.

A-10

“Titling Trust” means Nissan-Infiniti LT, a Delaware statutory trust, as predecessor in interest to the Titling Company.

“Trust Servicing Agreement” has the meaning set forth in the Recitals.

“UCC” means the Uniform Commercial Code in effect in the applicable jurisdiction.

“Unallocated Assets” means Titling Company Assets not allocated to a Series in accordance with a Series Supplement.

A-11

EXHIBIT B

LEASED VEHICLE POWER OF ATTORNEY PURSUANT TO

SECTION 2.11(b) OF THE SERVICING AGREEMENT

KNOW ALL MEN BY THESE PRESENTS, that Nissan-Infiniti LT LLC, a Delaware limited liability company (the “Grantor”) located at One Nissan Way, Franklin, Tennessee 37067, does hereby appoint Nissan Motor Acceptance Company LLC, a Delaware limited liability company, located at One Nissan Way, Franklin, Tennessee 37067 (the “Grantee”), as its attorney-in-fact with full power of substitution and hereby authorizes and empowers the Grantee, in the name of and on behalf of the Grantor, to take the following actions from time to time with respect to the motor vehicles referred to as “Leased Vehicles” in the Amended and Restated Servicing Agreement, dated as of April 1, 2021 (the “Servicing Agreement”), between Nissan-Infiniti LT LLC, NILT LLC and Nissan Motor Acceptance Company LLC, such Leased Vehicles being more particularly described in the currently effective “Schedule of Leases and Leased Vehicles”, as defined in the Servicing Agreement (such motor vehicles, the “Leased Vehicles”), a copy of which “Schedule of Leases and Leased Vehicles” is maintained by the Grantee and is incorporated herein by this reference as though fully set forth herein, for the purpose of enabling the Grantee in the name of the Grantor to transfer, liquidate or dispose of the Leased Vehicles, upon such terms and conditions as the Grantee deems advisable, namely to:

(a) sign the Grantor’s name to any bills of sale, certificates of title, assignments of title, transfers of title or registration, applications for title or registration, application for transfer of title or registration, notices of sale, odometer statements or similar forms with respect to the repossession, repair, recovery, sale or other disposition of any of the Leased Vehicles; and

(b) execute and deliver any and all instruments and take any and all further action in the name of or on behalf of the Grantor as may be required or deemed desirable to accomplish any and all of the foregoing and carry out the purposes of this Power of Attorney.

The Grantee is hereby empowered to do any and all lawful acts necessary or desirable to effect the repair or transfer of the Leased Vehicles and the Grantor hereby ratifies and confirms any and all lawful acts that the Grantee shall undertake pursuant to and in conformity with this Power of Attorney.

This Power of Attorney is revocable in whole or in part as to the powers herein granted with respect to the Leased Vehicles related to one or more Series upon notice by the Grantor. If not earlier revoked, this Power of Attorney shall expire, completely or, if so indicated, in part, upon the termination of the Servicing Agreement (completely or with respect to the Servicer’s servicing obligations relating to one or more Series), as each may be amended, restated or supplemented from time to time. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Titling Company Agreement or the Servicing Agreement, as the case may be.

B-1

THIS POWER OF ATTORNEY SHALL BE CREATED UNDER AND GOVERNED AND CONSTRUED UNDER THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICT OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

The Grantor executes this Power of Attorney with the intent to be legally bound hereby, and with the intent that such execution shall have the full dignity afforded by the accompanying witnessing and notarization and all lesser dignity resulting from the absence of such witnessing and notarization or any combination thereof.

Dated as of the ___ day of ____, 20__.

NISSAN-INFINITI LT LLC
By:
	Name:
	Title:

B-2

EXHIBIT C

FILINGS POWER OF ATTORNEY PURSUANT TO

SECTION 2.12(b) OF THE SERVICING AGREEMENT

KNOW ALL MEN BY THESE PRESENTS, that Nissan-Infiniti LT LLC, a Delaware limited liability company (the “Grantor”) located at One Nissan Way, Franklin, Tennessee 37067, does hereby appoint Nissan Motor Acceptance Company LLC, a Delaware limited liability company, located at One Nissan Way, Franklin, Tennessee 37067 (the “Grantee”), as its attorney-in-fact, with full power of substitution and hereby authorizes and empowers the Grantee, in the name of and on behalf of the Grantor, to take the following actions from time to time with respect to certain filings referred to in the Amended and Restated Servicing Agreement, dated as of April 1, 2021 (the “Servicing Agreement”), between Nissan-Infiniti LT LLC, NILT LLC, and Nissan Motor Acceptance Company LLC, for the purposes of enabling the Grantee in the name of the Grantor to:

(a) sign the Grantor’s name to any (i) periodic sales and use tax, income or franchise tax or property (real or personal) tax reports, (ii) periodic renewals of licenses and permits, (iii) periodic renewals of qualification to act as a limited liability company or (iv) other periodic governmental filings, registrations, returns or approvals (collectively, “Filings”) arising with respect to or required of the Grantor; and

(b) identify any surety bonds or other ancillary undertakings required of the Grantor in respect of any Filing, execute and deliver any and all instruments and take any and all further action in the name of and on behalf of the Grantor as may be required or deemed desirable to accomplish any and all of the foregoing and carry out the purposes of this Power of Attorney.

The Grantee is hereby empowered to do any and all lawful acts necessary or desirable to effect such Filings and the payment of such fees, costs and taxes as necessary to complete these actions and the Grantor hereby ratifies and confirms any and all lawful acts that the Grantee shall do pursuant to and in conformity with this Power of Attorney.

This Power of Attorney is revocable in whole or in part as to the powers herein granted with respect to the Leased Vehicles related to one or more Series upon notice by the Grantor. If not earlier revoked, this Power of Attorney shall expire, completely or, if so indicated, in part, upon the termination of the Servicing Agreement (completely or with respect to the Servicer’s servicing obligations relating to one or more Series), as each may be amended, restated or supplemented from time to time. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Titling Company Agreement or the Servicing Agreement, as the case may be.

THIS POWER OF ATTORNEY SHALL BE CREATED UNDER AND GOVERNED AND CONSTRUED UNDER THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICT OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

-i-

The Grantor executes this Power of Attorney with the intent to be legally bound hereby, and with the intent that such execution shall have the full dignity afforded by the accompanying witnessing and notarization and all lesser dignity resulting from the absence of such witnessing and notarization or any combination thereof.

Dated as of the          day of        , 20     ,

NISSAN-INFINITI LT LLC

By:

Name:

Title:

-ii-

EX-10.4

Exhibit 10.4

NISSAN MOTOR ACCEPTANCE CORPORATION,

as Grantor and Beneficiary,

U.S. BANK TRUST NATIONAL ASSOCIATION,

as Trustee,

NISSAN MOTOR ACCEPTANCE CORPORATION,

as Administrator

and

WILMINGTON TRUST COMPANY,

as Delaware Trustee

SECOND AMENDMENT TO

AMENDED AND RESTATED TRUST AGREEMENT

Dated as of March 31, 2021

SECOND AMENDMENT TO AMENDED AND RESTATED TRUST AGREEMENT

This Second Amendment (this “Amendment”) to the Amended and Restated Trust Agreement is dated as of March 31, 2021, and is entered into by and between Nissan Motor Acceptance Corporation (“NMAC”), as Grantor and Beneficiary, and as Administrator, U.S. Bank Trust National Association, as Trustee, and Wilmington Trust Company, as Delaware Trustee. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Amended and Restated Trust Agreement dated as of March 1, 1999 (the “Trust Agreement”), by and between the parties hereto.

RECITALS

WHEREAS, the parties hereto wish to amend the Trust Agreement pursuant to Section 10.01(b) thereof as of the Effective Date (as defined below) in accordance with the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the amendments, agreements, and other provisions herein contained and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1

AMENDMENT OF THE TRUST AGREEMENT

Section 1.01. Amendment of Section 2.07.

(a) Section 2.07 is hereby amended by adding a new paragraph (i) thereto, as follows:

“Notwithstanding anything herein to the contrary, the Trust may convert into another Delaware business entity, in accordance with the terms set forth in Section 10.13 hereof.”

Section 1.02. Amendment of Article Ten.

(a) Article Ten is hereby amended by adding a new Section 10.13 thereto, as follows:

“Section 10.13. Conversion. Upon written authorization of the Beneficiary with the prior written consent of each Holder, the Trust may convert into another Delaware business entity, in accordance with the Relevant Documents, by filing a certificate of conversion with the Secretary of State of the State of Delaware pursuant to Section 3821 of the Delaware Act, and, if any Rated Securities are Outstanding, upon the satisfaction of the Rating Agency Condition. The Beneficiary is hereby authorized and empowered to execute, deliver and file on behalf of the Trust, any and all documents, agreements, and certificates (including

without limitation a Certificate of Conversion with the Delaware Secretary of State) to which the Trust is a party necessary to consummate any such conversion by the Trust into another Delaware business entity. Upon conversion of the Trust to another Delaware business entity, the Delaware Trustee role hereunder shall be terminated and the Delaware Trustee shall have no additional duties, obligations or responsibilities hereunder. Notwithstanding the forgoing, all rights, protections and indemnities of the Delaware Trustee set forth hereunder, including, without limitation pursuant to Article Six, shall survive such conversion of the Trust.”

ARTICLE 2

EFFECTIVE DATE

Section 2.01. Effective Date. Upon receipt by NMAC of counterparts of this Amendment executed by the Grantor, the Beneficiary, the Administrator, the Trustee and the Delaware Trustee, this Amendment shall become effective immediately after all of the following occur (such date, the “Effective Date”), without further action by any party other than the following:

(a) prior written consent of each Holder with respect to this Amendment in accordance with Section 10.01(b) of the Trust Agreement;

(b) satisfaction of the Rating Agency Condition with respect to this Amendment in accordance with Section 10.01(b) of the Trust Agreement; and

(c) receipt by the Trustee of an Opinion of Counsel in accordance with Section 10.01(f) of the Trust Agreement.

Upon receipt of evidence of satisfaction of the conditions set forth above, NMAC shall provide written notice to the Trustee and the Delaware Trustee stating that the conditions to effectiveness of this Amendment have been satisfied and identifying the Effective Date.

ARTICLE 3

MISCELLANEOUS

Section 3.01. Reference to and Effect on the Trust Agreement.

(a) On or after the Effective Date, each reference in the Trust Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of similar import referring the Trust Agreement shall mean and be a reference to the Trust Agreement as amended by this Amendment.

(b) Except as specifically amended by this Amendment, the Trust Agreement shall remain in full force and effect and is hereby ratified and confirmed.

Section 3.02. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Section 3.03. Direction to Delaware Trustee. NMAC hereby requests and directs that Wilmington Trust Company, in its capacity as the Delaware Trustee, execute and deliver this Amendment.

Section 3.04. Counterparts; Electronic Signatures. This Amendment may be executed (including by way of electronic or facsimile transmission) in any number of counterparts and by separate parties hereto on separate counterparts, each of which when executed shall be deemed an original, but all counterparts taken together shall constitute one and the same instrument. The parties acknowledge and agree that they may execute this Amendment and any variation or amendment to the same, by electronic instrument. The parties agree that the electronic signatures appearing on the document shall have the same effect as handwritten signatures and the use of an electronic signature on this Amendment shall have the same validity and legal effect as the use of a signature affixed by hand and is made with the intention of authenticating this Amendment, and evidencing the parties’ intention to be bound by the terms and conditions contained herein. For the purposes of using an electronic signature, the parties authorize each other to the lawful processing of personal data of the signers for contract performance and their legitimate interests including contract management.

[Remainder of the page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective signatories thereunto duly authorized as of the date first written above.

NISSAN MOTOR ACCEPTANCE CORPORATION, as Grantor and Beneficiary
By:	/s/ Douglas E. Gwin, Jr.
Name: Douglas E. Gwin, Jr.
Title: Assistant Treasurer
NISSAN MOTOR ACCEPTANCE CORPORATION, as Administrator
By:	/s/ Douglas E. Gwin, Jr.
Name: Douglas E. Gwin, Jr.
Title: Assistant Treasurer

Signature page to Second Amendment To Amended And Restated Trust Agreement

U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee
By:	/s/ Brian W. Kozack
Name: Brian W. Kozack
Title: Vice President

Signature page to Second Amendment To Amended And Restated Trust Agreement

WILMINGTON TRUST COMPANY, as Delaware Trustee
By:	/s/ Dorri Costello
Name: Dorri Costello
Title: Vice President

Signature page to Second Amendment To Amended And Restated Trust Agreement

EX-10.5

Exhibit 10.5

LIMITED LIABILITY COMPANY AGREEMENT

OF

NILT LLC

This Limited Liability Company Agreement (together with the schedules attached hereto, this “Agreement”) of NILT LLC (the “Company”), is entered into by Nissan Motor Acceptance Company LLC, a Delaware limited liability company (“NMAC”), as the sole equity member (the “Member”), and Kevin P. Burns and Cheryl A. Lawrence, as the Independent Managers (as defined on Schedule A hereto). Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.

WHEREAS, NILT Trust (the “Trust”) was formed as a Delaware statutory trust on July 7, 1998 pursuant to a certificate of trust (the “Certificate of Trust”) and is governed by an Amended and Restated Trust Agreement, dated as of March 1, 1999 (the “Trust Agreement”), by and between NMAC, as grantor and beneficiary, U.S. Bank Trust National Association, as trustee, NMAC, as administrator, and Wilmington Trust Company, as Delaware trustee;

WHEREAS, NMAC, as the sole beneficial owner of the Trust has authorized the conversion of the Trust to a limited liability company and the adoption of this Agreement pursuant to Section 3821 of the Delaware Statutory Trust Act;

WHEREAS, on the date hereof, the Trust was converted to a limited liability company pursuant to Section 18-214 of the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.) (as amended from time to time, the “Act”) and Section 3821 of the Delaware Statutory Trust Act (the “Conversion”), by causing the filing with the Secretary of State of the State of Delaware of a certificate of conversion to limited liability company (the “Certificate of Conversion”) and a certificate of formation of the Company (as amended from time to time, the “Certificate of Formation”); and

WHEREAS, pursuant to this Agreement and the Conversion, the undivided beneficial interest in the Trust held by NMAC as sole beneficiary immediately prior to the Conversion is converted to all of the limited liability company interests in the Company and NMAC is admitted as a member of the Company owning 100% of the limited liability company interests in the Company.

NOW, THEREFORE, the Independent Managers and the Member hereby agree as follows effective as the date hereof:

Section 1. Name.

The name of the limited liability company shall be NILT LLC.

Section 2. Principal Business Office.

The principal business office of the Company shall be located at One Nissan Way, Franklin, Tennessee, 37067, or such other location as may hereafter be determined by the Member.

Section 3. Registered Office.

The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 251 Little Falls Drive, Wilmington, County of New Castle, Delaware 19808.

Section 4. Registered Agent.

The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 251 Little Falls Drive, Wilmington, County of New Castle, Delaware 19808.

Section 5. Members.

(a) The mailing address of the Member is set forth on Schedule B attached hereto.

(b) Subject to Section 9(j), the Member may act by written consent.

(c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 22 and 24, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 23 and 24), each Person acting as an Independent Manager pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, and (ii) such successor has also accepted its appointment as Independent Manager pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation, division or conversion of the Company. In order to implement the admission to the Company of each Special Member, each Person acting as an Independent Manager pursuant to Section 10 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each Person acting as an Independent Manager pursuant to Section 10 shall not be a member of the Company.

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Section 6. Conversion; Certificates.

(a) Effective as of the time of the Conversion, (i) the Certificate of Trust and Trust Agreement of the Trust, each as in effect on the date hereof, are replaced and superseded in their entirety by the Certificate of Formation and this Agreement in respect of all periods beginning on or after the Conversion, (ii) the undivided beneficial interest in the Trust held by NMAC as sole beneficiary immediately prior to the Conversion is converted to all of the limited liability company interests in the Company, (iii) NMAC, as sole beneficiary of the Trust is hereby automatically admitted as a member of the Company owning 100% of the limited liability company interests in the Company, (iv) the Member continues the business of the Trust without dissolution in the form of a Delaware limited liability company governed by this Agreement, and (v) in accordance with Section 18-214(g) of the Act, the Company shall constitute a continuation of the existence of the 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 Trust. All certificates evidencing the beneficial interest in the Trust and outstanding immediately prior to the Conversion shall be surrendered to the Company and shall be canceled on the books and records of the Trust. The rights, duties and liabilities of the Member, Managers and Officers shall be as provided in the Act, except as otherwise provided in this Agreement.

(b) Tim Hauck is hereby designated as an “authorized person” within the meaning of the Act, and in such capacity has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, their powers as an “authorized person” ceased, and the Member thereupon became the designated “authorized person” and shall continue as the designated “authorized person” within the meaning of the Act. The Member or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business.

(c) The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation as provided in the Act.

Section 7. Purposes. (a) The purpose to be conducted or promoted by the Company is to engage in the following activities:

(i) to execute, deliver, enter into and perform (and continue performing) its obligations under the Transaction Documents to which it is a party or by which it is bound;

(ii) to execute, deliver, enter into and perform its obligations under the Titling Company Agreement, and to act as the member of the Titling Company and to acquire, own, hold and, as permitted under the Titling Company Agreement or the Transaction Documents, dispose of or pledge any Series or Series Interest or other interests in the Titling Company, and cause any collections allocable to the Company’s interest in the Titling Company to be distributed to or upon the order of the Company;

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(iii) subject to compliance with the Titling Company Agreement and the Transaction Documents, to engage in such activities as may be required to be taken by the Company (including in its capacity as member of the Titling Company) pursuant to the Transaction Documents and the Titling Company Agreement, including directing the allocation of Titling Company assets to one or more Series and authorizing the issuance of one or more Series Interests, and such other activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith;

(iv) to engage in any of the other activities described or authorized in the Titling Company Agreement, any Transaction Document or any document relating to a Securitized Financing;

(v) subject to compliance with the Titling Company Agreement and the Transaction Documents, to engage in such other activities as may be required in connection with the preservation of the Titling Company assets and directing the making of distributions to or upon the holders or pledgees of any Series; and

(vi) to engage in any lawful act or activity and to exercise any powers permitted to limited liability companies organized under the laws of the State of Delaware that are related or incidental to and necessary, convenient or advisable for the accomplishment of the above-mentioned purposes.

(b) The Company is hereby authorized to execute, deliver and perform, and any Manager or Officer on behalf of the Company is hereby authorized to execute and deliver, the Titling Company Agreement, the Transaction Documents and all documents, agreements, certificates, or financing statements contemplated thereby or related thereto, and take all action that may be necessary or desirable in furtherance of the foregoing, all without any further act, vote or approval of any Member, Manager, Officer or other Person notwithstanding any other provision of this Agreement, the Act or applicable law, rule or regulation. The foregoing authorization shall not be deemed a restriction on the powers of the Member or any Manager or Officer to enter into other agreements on behalf of the Company.

Section 8. Powers.

Subject to Section 9(j), the Company, and the Board of Managers and the Officers of the Company on behalf of the Company, (i) shall have and exercise all powers necessary, convenient or incidental to accomplish its purposes as set forth in Section 7 and (ii) shall have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

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Section 9. Management.

(a) Board of Managers. Subject to Section 9(j), the business and affairs of the Company shall be managed by or under the direction of a Board of one or more Managers designated by the Member. Subject to Section 10, the Member may determine at any time in its sole and absolute discretion the number of Managers to constitute the Board. The authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, upon notice to all Managers, and subject in all cases to Section 10. The initial number of Managers shall be five, two of which shall be Independent Managers pursuant to Section 10. Each Manager elected, designated or appointed by the Member shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation, expulsion or removal. Each Manager shall execute and deliver the Managers’ Agreement. A Manager need not be a Member. As of the date hereof, the Managers designated by the Member are listed on Schedule D hereto. The Member hereby agrees that only the Board of the Company, the Officers of the Company and authorized agents of the Company shall have the authority to bind the Company. The Member shall not have any authority to act for or bind the Company by reason of its status as such, but shall have only the right to vote on and approve the actions herein specified to be voted on or approved by the Member.

(b) Powers. Subject to Section 9(j), the Board of Managers shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise. Subject to Sections 7 and 9, the Board of Managers has the authority to bind the Company.

(c) Meeting of the Board of Managers. The Board of Managers of the Company may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board. Special meetings of the Board may be called by the President on not less than one day’s notice to each Manager by telephone, e-mail, mail or any other means of communication, and special meetings shall be called by the President or Secretary in like manner and with like notice upon the written request of any one or more of the Managers.

(d) Quorum; Acts of the Board. At all meetings of the Board, a majority of the Managers shall constitute a quorum for the transaction of business and, except as otherwise provided in any other provision of this Agreement, the act of a majority of the Managers present at any meeting at which there is a quorum shall be the act of the Board. If a quorum shall not be present at any meeting of the Board, the Managers present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all members of the Board or any such committee, as the case may be, consent thereto in writing other than the Independent Managers unless the consent of the Independent Managers is expressly required hereunder, and the writing or writings are filed with the minutes of proceedings of the Board or such committee, as the case may be.

(e) Electronic Communications. Members of the Board, or any committee designated by the Board, may participate in meetings of the Board, or of any committee, by means of telephone or video conference or similar communications equipment that allows all Persons participating in the meeting to hear each other, and such participation in a meeting shall constitute presence in Person at the meeting. If all the participants are participating by telephone or video conference or similar communications equipment, the meeting shall be deemed to be held at the principal place of business of the Company.

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(f) Committees of Managers.

(i) The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Managers of the Company. The Board may designate one or more Managers as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee.

(ii) In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such members constitute a quorum, may unanimously appoint another member of the Board to act at such meeting in the place of any such absent or disqualified member.

(iii) Any such committee of the Board, to the extent provided in the resolution of the Board, and subject to, in all cases, Sections 9(j) and 10, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board. Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

(g) Compensation of Managers; Expenses. The Board shall have the authority to fix the compensation of Managers. The Managers may be paid their expenses, if any, of attendance at meetings of the Board, which may be a fixed sum for attendance at each meeting of the Board or a stated salary as Manager. No such payment shall preclude any Manager from serving the Company in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

(h) Removal of Managers. Unless otherwise restricted by law and subject to Section 10, any Manager or the entire Board of Managers may be removed or expelled, with or without cause, at any time by the Member, and, subject to Section 10, any vacancy caused by any such removal or expulsion may be filled by action of the Member.

(i) Managers as Agents. To the extent of their powers set forth in this Agreement and subject to Section 9(j), the Managers are agents of the Company for the purpose of the Company’s business, and the actions of the Managers taken in accordance with such powers set forth in this Agreement shall bind the Company. Notwithstanding the last sentence of Section 18-402 of the Act, a Manager may not bind the Company except as provided in this Agreement or in a resolution of the Managers.

(j) Limitations on the Company’s Activities.

(i) This Section 9(j) is being adopted in order to comply with certain provisions required in order to qualify the Company as a “special purpose” entity.

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(ii) The Member shall not, so long as any Obligation is outstanding, amend, alter, change or repeal the definition of “Independent Manager” or Sections 5(c), 7, 8, 9, 10, 16, 21, 22, 23, 24, 25, 26, 27, 31 or 32 or Schedule A of this Agreement without the unanimous written consent of the Board (including all Independent Managers). Subject to this Section 9(j), the Member reserves the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Section 32.

(iii) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Member, the Board, any Officer or any other Person, so long as any Obligation is outstanding, neither the Member nor the Board nor any Officer nor any other Person shall be authorized or empowered on behalf of the Company, nor shall they permit the Company, to, and the Company shall not, without the prior unanimous written consent of the Member and the Board (including all Independent Managers), take any Material Action, provided, however, that so long as any Obligation is outstanding the Board may not vote on, or authorize the taking of, any Material Action, unless there are at least two Independent Managers then serving in such capacity and all such Independent Managers have consented to such action.

(iv) The Board shall cause the Company to do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises; provided, however, that the Company shall not be required to preserve any such right or franchise if: (1) the Board shall determine that the preservation thereof is no longer desirable for the conduct of its business and that the loss thereof is not disadvantageous in any material respect to the Company and (2) the Rating Agency Condition is satisfied. The Board also shall cause the Company to:

(A) maintain its own books and records and bank accounts separate from the Member or any other person;

(B) at all times hold itself out to the public and all other Persons as a legal entity separate from the Member and any other Person;

(C) have a Board of Managers separate from that of the Member and any other Person;

(D) file its own tax returns, if any, as may be required under applicable law, to the extent (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law;

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(E) except as contemplated by the Transaction Documents or the Titling Company Agreement, not commingle its assets with assets of the Member or any other Person;

(F) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence;

(G) maintain separate financial statements;

(H) pay its own liabilities only out of its own funds;

(I) maintain an arm’s length relationship with its Affiliates and the Member;

(J) pay the salaries of its own employees, if any;

(K) not hold out its credit or assets as being available to satisfy the obligations of others;

(L) to the extent its office is located in the offices of any Affiliate, pay fair market rent for its office space located therein, and otherwise allocate fairly and reasonably any overhead expenses shared with any Affiliate, and not engage in any business transaction with any Affiliate unless on an arm’s-length basis;

(M) use separate stationery, invoices and checks;

(N) except as contemplated by the Transaction Documents or the Titling Company Agreement, not pledge its assets for the benefit of any other Person,

(O) correct any known misunderstanding regarding its separate identity;

(P) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities;

(Q) cause its Board of Managers to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe all other Delaware limited liability company formalities;

(R) not acquire any securities of the Member; and

(S) cause the Managers, Officers, agents and other representatives of the Company to act at all times with respect to the Company consistently and in furtherance of the foregoing limitations and in the best interests of the Company.

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Failure of the Company, or the Member or the Board on behalf of the Company, to comply with any of the foregoing covenants or any other covenants contained in this Agreement shall not affect the status of the Company as a separate legal entity or the limited liability of the Member or the Managers.

(v) So long as any Obligation is outstanding, the Board shall not cause or permit the Company to:

(A) except as contemplated by the Transaction Documents or the Titling Company Agreement, guarantee or become obligated for the debts of any Person, including any Affiliate;

(B) engage, directly or indirectly, in any business other than the actions required or permitted to be performed under Section 7, the Titling Company Agreement, the Transaction Documents or this Section 9(j);

(C) incur, create or assume any indebtedness other than as expressly permitted hereunder and under the Titling Company Agreement or the Transaction Documents;

(D) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person (other than the Titling Company or any series thereof), except that the Company may invest in those investments permitted under the Titling Company Agreement or Transaction Documents and may make any advance required or expressly permitted to be made pursuant to any provisions of the Titling Company Agreement or the Transaction Documents and permit the same to remain outstanding in accordance with such provisions;

(E) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, asset sale or transfer of ownership interests other than such activities as are expressly permitted pursuant to any provision of the Titling Company Agreement or the Transaction Documents; or

(F) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) other than the Titling Company and any series thereof.

Section 10. Independent Managers.

As long as any Obligation is outstanding, the Member shall cause the Company at all times to have at least two Independent Managers who will be appointed by the Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Managers shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iii). No resignation or

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removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Manager by a written instrument, which may be a counterpart signature page to the Managers’ Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 5(c). In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. Each Independent Manager is a “manager” of the Company within the meaning of the Act; however, all right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement and the Independent Managers shall otherwise have no authority to bind the Company. Except as provided in the second sentence of this Section 10, in exercising their rights and performing their duties under this Agreement, any Independent Manager shall have fiduciary duties identical to those of a director of a business corporation organized under the DGCL. No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

Section 11. Officers.

(a) Officers. The initial Officers of the Company shall be designated by the Member. The additional or successor Officers of the Company shall be chosen by the Board and shall consist of at least a President, a Secretary and a Treasurer. The Board may also choose one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers. Any number of offices may be held by the same person. The Board may appoint such other Officers and agents as it shall deem necessary or advisable who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. The salaries of all Officers and agents of the Company shall be fixed by or in the manner prescribed by the Board. The Officers of the Company shall hold office until their successors are chosen and qualified. Any Officer may be removed at any time, with or without cause, by the affirmative vote of a majority of the Board. Any vacancy occurring in any office of the Company shall be filled by the Board. As of the date hereof, the Officers of the Company designated by the Member are listed on Schedule E hereto.

(b) President. The President shall be the chief executive officer of the Company, shall preside at all meetings of the Board, shall be responsible for the general and active management of the business of the Company and shall see that all orders and resolutions of the Board are carried into effect. The President or any other Officer authorized by the President or the Board shall execute all bonds, mortgages and other contracts, except: (i) where required or permitted by law or this Agreement to be otherwise signed and executed, including Section 7(b); (ii) where signing and execution thereof shall be expressly delegated by the Board to some other Officer or agent of the Company; and (iii) as otherwise permitted in Section 11(c).

(c) Vice President. In the absence of the President or in the event of the President’s inability to act, the Vice President, if any (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board, or in the absence of any designation, then in the order of their election), shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions imposed upon the President pursuant to this Agreement and the Act. The Vice Presidents, if any, shall perform such other duties and have such other powers as the Board may from time to time prescribe.

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(d) Secretary and Assistant Secretary. The Secretary shall be responsible for filing legal documents and maintaining records for the Company. The Secretary shall attend all meetings of the Board and record all the proceedings of the meetings of the Company and of the Board in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or shall cause to be given, notice of all meetings of the Member, if any, and special meetings of the Board, and shall perform such other duties as may be prescribed by the Board or the President, under whose supervision the Secretary shall serve. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board (or if there be no such determination, then in order of their election), shall, in the absence of the Secretary or in the event of the Secretary’s inability to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board may from time to time prescribe.

(e) Treasurer and Assistant Treasurer. The Treasurer shall have the custody of the Company funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the Company as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and to the Board, at its regular meetings or when the Board so requires, an account of all of the Treasurer’s transactions and of the financial condition of the Company. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of the Treasurer’s inability to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board may from time to time prescribe.

(f) Officers as Agents. The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Board not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and, subject to Section 9(j), the actions of the Officers taken in accordance with such powers shall bind the Company.

(g) Duties of Board and Officers. Except to the extent otherwise provided herein, each Manager and Officer shall have fiduciary duties identical to those of directors and officers of business corporations organized under the DGCL.

Section 12. Limited Liability.

Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and neither the Member nor the Special Members nor any Manager or Officer shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member, Special Member, Manager or Officer of the Company.

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Section 13. Capital Contributions.

The Member contributed property to the Company prior to the date of this Agreement and the current value of all property previously contributed by the Member to the Company is reflected on the books and records of the Member. In accordance with Section 5(c), the Special Members shall not be required to make any capital contributions to the Company.

Section 14. Additional Contributions.

The Member is not required to make any additional capital contribution to the Company. However, the Member may make additional capital contributions to the Company at any time. The provisions of this Agreement, including this Section 14, are intended to benefit the Member and the Special Members and, to the fullest extent permitted by law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor of the Company shall be a third-party beneficiary of this Agreement) and the Member and the Special Members shall not have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement.

Section 15. Allocation of Profits and Losses.

The Company’s profits and losses shall be allocated to the Member.

Section 16. Distributions.

Distributions may be made to the Member at the times and in the aggregate amounts determined by the Board. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a distribution to the Member on account of its interest in the Company if such distribution would violate the Act or any other applicable law or any Transaction Document.

Section 17. Books and Records.

The Board shall keep or cause to be kept complete and accurate books of account and records with respect to the Company’s business. The books of the Company shall at all times be maintained by the Board. The Member and its duly authorized representatives shall have the right to examine the Company books, records and documents during normal business hours. The Company’s books of account shall be kept using the method of accounting determined by the Member. The Company’s independent auditor, if any, shall be an independent public accounting firm selected by the Member.

Section 18. Reports.

(a) Within 60 days after the end of each fiscal quarter, the Board shall cause to be prepared an unaudited report setting forth as of the end of such fiscal quarter:

(i) unless such quarter is the last fiscal quarter, a balance sheet of the Company; and

(ii) unless such quarter is the last fiscal quarter, an income statement of the Company for such fiscal quarter.

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(b) The Board shall use diligent efforts to cause to be prepared and mailed to the Member, within 90 days after the end of each fiscal year, an audited or unaudited report setting forth as of the end of such fiscal year:

(i) a balance sheet of the Company;

(ii) an income statement of the Company for such fiscal year; and

(iii) a statement of the Member’s capital account.

(c) The Board shall, after the end of each fiscal year, use reasonable efforts to cause the Company’s independent accountants, if any, to prepare and transmit to the Member as promptly as possible any such tax information as may be reasonably necessary to enable the Member to prepare its federal, state and local income tax returns relating to such fiscal year. Nothing in this Section 18 shall limit the Company from hiring a person or company to perform its bookkeeping, accounting or other related services.

Section 19. Tax Classification.

It is the intention of the Member that the Company be disregarded as an entity separate from the Member for federal income tax purposes under Section 7701 of the Internal Revenue Code of 1986, as amended, and Treasury Regulation Section 301.7701-2(c)(2)(i) for state income tax purposes under any applicable state or local income tax law or regulation and for similar purposes. Notwithstanding any other provision of this Agreement, unless required by law, no Member shall take any action inconsistent with the classification as a disregarded entity for purposes of Treasury Regulation Section 301.7701-3.

Section 20. Other Business.

Notwithstanding any duty otherwise existing at law or in equity, the Member, the Special Members and any Officer, Manager, employee or agent of the Company and any Affiliate of the Member or the Special Members may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

Section 21. Exculpation and Indemnification.

(a) To the fullest extent permitted by applicable law, neither the Member nor the Special Members nor any Officer, Manager (including any Independent Manager), employee or agent of the Company nor any employee, representative, agent or Affiliate of any of the foregoing (collectively, the “Covered Persons”) shall be liable to the Company or any other Person bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

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(b) To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 20 by the Company shall be provided out of and to the extent of Company assets only, and the Member and the Special Members shall not have personal liability on account thereof; and provided further, that so long as any Obligation is outstanding, no indemnity payment from funds of the Company (as distinct from funds from other sources, such as insurance) of any indemnity under this Section 21 shall be payable from amounts allocable to any other Person pursuant to the Transaction Documents.

(c) To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 21.

(d) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

(e) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Person bound by this Agreement for its good faith reliance on the provisions of this Agreement or any approval or authorization granted by the Company or any other Covered Person. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person to the Company or its Members otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Covered Person.

(f) The foregoing provisions of this Section 21 shall survive any termination of this Agreement.

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Section 22. Assignments.

Subject to Section 24, the Member may assign all of its limited liability company interest in the Company. If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 22, the transferee shall be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Transaction Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

Section 23. Resignation.

So long as any Obligation is outstanding, the Member may not resign, except as permitted under the Transaction Documents and if the Rating Agency Condition is satisfied. If the Member is permitted to resign pursuant to this Section 23, an additional member of the Company shall be admitted to the Company, subject to Section 24, upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission shall be deemed effective immediately prior to the resignation and, immediately following such admission, the resigning Member shall cease to be a member of the Company.

Section 24. Admission of Additional Members.

One or more additional Members of the Company may be admitted to the Company with the written consent of the Member; provided, however, that, notwithstanding the foregoing, so long as any Obligation is outstanding, no additional Member may be admitted to the Company unless the Rating Agency Condition is satisfied.

Section 25. Dissolution.

(a) Subject to Section 9(j) and the following sentence, the Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the Act or (ii) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act. Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company, or that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 22 and 24, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 23 and 24), to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of such member in the Company.

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(b) Notwithstanding any other provision of this Agreement or Section 18-304 of the Act, the Bankruptcy of the Member or a Special Member shall not cause the Member or Special Member, respectively, to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution.

(c) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

(d) The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company (including all Obligations of the Company), shall have been distributed to the Member in the manner provided for in this Agreement and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act.

Section 26. Waiver of Partition; Nature of Interest.

Except as otherwise expressly provided in this Agreement, to the fullest extent permitted by law, each of the Member and the Special Members hereby irrevocably waives any right or power that such Person might have to institute any proceeding at law or in equity to cause the dissolution, liquidation, winding up or termination of the Company. The Member shall not have any interest in any specific assets of the Company, and the Member shall not have the status of a creditor with respect to any distribution pursuant to Section 16 hereof. The interest of the Member in the Company is personal property.

Section 27. Benefits of Agreement; No Third-Party Rights.

None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of the Member or a Special Member except for the provisions of Sections 5(c), 7, 9(j), 10, 21(b), 24, 25(a) and (b) and 32 (such provisions the “Third Party Benefit Provisions”). Nothing in this Agreement other than the Third Party Benefit Provisions shall be deemed to create any right in any Person (other than Covered Persons) not a party hereto, and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third Person (except as provided in Section 30 and except for the Third Party Benefit provisions).

Section 28. Severability of Provisions.

Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

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Section 29. Entire Agreement.

This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.

Section 30. Binding Agreement.

Notwithstanding any other provision of this Agreement, the Member agrees that this Agreement, including, without limitation, Sections 7, 8, 9, 10, 21, 22, 23, 24, 26, 27, 30 and 32, constitutes a legal, valid and binding agreement of the Member, and is enforceable against the Member by the Independent Managers, in accordance with its terms. In addition, the Independent Managers shall be intended beneficiaries of this Agreement.

Section 31. Governing Law.

This Agreement shall be governed by and construed under the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

Section 32. Amendments.

Subject to Section 9(j), this Agreement may be modified, altered, supplemented or amended pursuant to a written agreement executed and delivered by the Member. Notwithstanding anything to the contrary in this Agreement, so long as any Obligation is outstanding, this Agreement (other than Schedule B hereto, which may be amended by the Member without the consent of any other Person) may not be modified, altered, supplemented or amended unless one of the following conditions has been satisfied:

(i) the Member delivers an opinion of counsel to the trustee or other agent for any Securities to the effect that such amendment will not adversely affect in any material respect the interests of any holder of any such Security who has not consented to such amendment; or

(ii) (x) with respect to any Security that is rated, the Rating Agency Condition is satisfied with respect to such amendment; and

(y) with respect to any Security that is not rated, holders of such Security evidencing more than 50% by outstanding principal amount of such Security have consented to such amendment.

Section 33. Counterparts.

This Agreement may be executed by the parties in any number of counterparts, each of which when so executed and delivered shall be deemed an original of this Agreement and all of which together shall constitute one and the same instrument.

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Section 34. Notices.

Any notices required to be delivered hereunder shall be in writing and personally delivered, mailed or sent by electronic mail or other similar form of rapid transmission, and shall be deemed to have been duly given upon receipt (a) in the case of the Company, to the Company at its address in Section 2, (b) in the case of the Member, to the Member at its address as listed on Schedule B attached hereto and (c) in the case of either of the foregoing, at such other address as may be designated by written notice to the other party.

Section 35. Interpretation.

Notwithstanding any provision herein to the contrary, all references in this Agreement to Nissan Motor Acceptance Company LLC, a Delaware limited liability company, shall be deemed to refer to (i) Nissan Motor Acceptance Corporation, a California corporation, for all periods of time prior to the conversion (the “First California Conversion”) of Nissan Motor Acceptance Corporation, a California corporation, to Nissan Motor Acceptance Company LLC, a California limited liability company, or (ii) Nissan Motor Acceptance Company LLC, a California limited liability company, for all periods of time from the effective time of the First California Conversion to the effective time of the conversion of Nissan Motor Acceptance Company LLC, a California limited liability company, to Nissan Motor Acceptance Company LLC, a Delaware limited liability company.

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Agreement as of the 1 day of April, 2021.

MEMBER:
NISSAN MOTOR ACCEPTANCE COMPANY LLC
By:	/s/ Kevin J. Cullum
Name:	Kevin J. Cullum
Title:	President

INDEPENDENT MANAGERS:

/s/ Kevin P. Burns

Name: Kevin P. Burns

/s/ Cheryl A. Lawrence

Name: Cheryl A. Lawrence

SCHEDULE A

Definitions

A. Definitions

When used in this Agreement, the following terms not otherwise defined herein have the following meanings:

“Act” has the meaning set forth in the preamble to this Agreement.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such Person.

“Agreement” means this Limited Liability Company Agreement of the Company, together with the schedules attached hereto, as amended, restated or supplemented or otherwise modified from time to time.

“Bankruptcy” means, with respect to any Person, (A) if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, or (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or (B) if 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, the proceeding has not been dismissed, or if within 90 days after the appointment without such Person’s consent or acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated. The foregoing definition of “Bankruptcy” is intended to replace and shall supersede and replace the definition of “Bankruptcy” set forth in Sections 18-101(1) and 18-304 of the Act.

“Board” or “Board of Managers” means the Board of Managers of the Company.

“Certificate of Conversion” has the meaning set forth in the recitals to this Agreement.

“Certificate of Formation” has the meaning set forth in the recitals to this Agreement.

“Company” means NILT LLC, a Delaware limited liability company (as successor by conversion to NILT Trust).

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities or general partnership or managing member interests, by contract or otherwise. “Controlling” and “Controlled” shall have correlative meanings. Without limiting the generality of the foregoing, a Person shall be deemed to Control any other Person in which it owns, directly or indirectly, a majority of the ownership interests.

Sch A-1

“Conversion” has the meaning set forth in the recitals to this Agreement.

“Covered Persons” has the meaning set forth in Section 21(a).

“Independent Manager” means a natural person who, for the five-year period prior to his or her appointment as Independent Manager has not been, and during the continuation of his or her service as Independent Manager, is not: (i) an employee, director, contractor, stockholder, partner or officer of the Company or any of its Affiliates (other than his or her service as an Independent Manager or similar capacity of the Company or any of its Affiliates); (ii) a creditor, customer or supplier of the Company or any of its Affiliates (other than an Independent Manager provided by a corporate services company that provides Independent Managers in the ordinary course of its business); (iii) any member of the immediate family of a person described in (i) or (ii); or (iv) a direct or indirect legal or beneficial owner in the Company or any of its Affiliates.

“Majority in Interest” means the holders of Securities evidencing more than 50% by outstanding principal amount of all Securities.

“Managers” means the Persons elected to the Board of Managers from time to time by the Member, including the Independent Managers, in their capacity as managers of the Company. A Manager is hereby designated as a “manager” of the Company within the meaning of Section 18-101(12) of the Act.

“Managers’ Agreement” means the agreement of the Managers in the form attached hereto as Schedule C. The Managers’ Agreement shall be deemed incorporated into, and a part of, this Agreement.

“Material Action” means to consolidate or merge the Company with or into any Person, or to institute proceedings to have the Company be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Company or file a voluntary bankruptcy petition or any other petition seeking, or consent to, reorganization or relief with respect to the Company under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its property, or make any assignment for the benefit of creditors of the Company, or admit in writing the Company’s inability to pay its debts generally as they become due, or take action in furtherance of any such action, or, to the fullest extent permitted by law, dissolve or liquidate the Company.

“Member” means Nissan Motor Acceptance Company LLC, as the initial member of the Company, and includes any Person admitted as an additional member of the Company or a substitute member of the Company pursuant to the provisions of this Agreement, each in its capacity as a member of the Company; provided, however, the term “Member” shall not include the Special Members.

Sch A-2

“Obligations” shall mean any Securities and the indebtedness, liabilities and obligations of the Company under or in connection with, the Transaction Documents or any related document in effect as of any date of determination.

“Officer” means an officer of the Company described in Section 11.

“Officer’s Certificate” means a certificate signed by any Officer of the Company who is authorized to act for the Company in matters relating to the Company.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association, joint stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any governmental authority.

“Rating Agency” means any nationally recognized statistical rating organization currently rating any Security.

“Rating Agency Condition” has, with respect to any Security, the meaning set forth in the Securitized Financing Documents pursuant to which such Security was issued.

“Security” means any security (including an asset-backed note or asset-backed certificate) or loan the payments on which are derived in any material part or collateralized by from amounts received with respect to assets owned by the Titling Company and/or allocated to any Series thereof.

“Securitized Financing” has the meaning set forth in the Titling Company Agreement.

“Securitized Financing Documents” has the meaning set forth in the Titling Company Agreement.

“Series” or “Series Interest” means a separate series of limited liability company interests in the Titling Company established and formed pursuant to the Titling Company Agreement, as supplemented by a Series Supplement.

“Series Supplement” has the meaning set forth in the Titling Company Agreement.

“Special Member” means, upon such person’s admission to the Company as a member of the Company pursuant to Section 5(c), a person acting as Independent Manager, in such person’s capacity as a member of the Company. A Special Member shall only have the rights and duties expressly set forth in this Agreement.

“Titling Company” means Nissan-Infiniti LT LLC, a Delaware limited liability company.

“Titling Company Agreement” means the Limited Liability Company Agreement of the Titling Company dated as of April 1, 2021, among the Company, Nissan Motor Acceptance Company LLC, as Administrator, and U.S. Bank National Association, as Titling Company Registrar, as supplemented by each Series Supplement (as defined therein).

Sch A-3

“Transaction Documents” means any Securitized Financing Document and all documents and certificates contemplated thereby or delivered in connection therewith.

B. Rules of Construction

Definitions in this Agreement apply equally to both the singular and plural forms of the defined terms. The words “include” and “including” shall be deemed to be followed by the phrase “without limitation.” The terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section, paragraph or subdivision. The Section titles appear as a matter of convenience only and shall not affect the interpretation of this Agreement. All Section, paragraph, clause, Exhibit or Schedule references not attributed to a particular document shall be references to such parts of this Agreement.

Sch A-4

SCHEDULE B

Member

Name	Mailing Address	Limited Liability Company Interest
Nissan Motor Acceptance Company LLC	Nissan Motor Acceptance Company LLC One Nissan Way Franklin, Tennessee, 37067	100%

Sch B-1

SCHEDULE C

Managers’ Agreement

Dated as of April 1, 2021

NILT LLC

One Nissan Way

Franklin, Tennessee, 37067

Re: Managers’ Agreement – NILT LLC

Ladies and Gentlemen:

For good and valuable consideration, each of the undersigned Persons, who have been designated as managers of NILT LLC, a Delaware limited liability company (the “Company”), in accordance with the Limited Liability Company Agreement of the Company, dated as of April 1, 2021 (as it may be amended, modified, supplemented or amended and restated from time to time, the “LLC Agreement”), hereby agrees as follows:

1. Each of the undersigned accepts such Person’s rights and authority as a Manager under the LLC Agreement and agrees to perform and discharge such Person’s duties and obligations as a Manager under the LLC Agreement, and further agrees that such rights, authorities, duties and obligations under the LLC Agreement shall continue until such Person’s successor as a Manager is designated or until such Person’s resignation or removal as a Manager in accordance with the LLC Agreement. Each of the undersigned agrees and acknowledges that it has been designated as a “manager” of the Company within the meaning of the Delaware Limited Liability Company Act.

2. So long as any Obligation is outstanding, each of the undersigned agrees, solely in its capacity as a creditor of the Company on account of any indemnification or other payment owing to the undersigned by the Company, not to acquiesce, petition or otherwise invoke or cause the Company to invoke the process of any court or governmental authority for the purpose of commencing or sustaining an involuntary case against the Company under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Company or any substantial part of the property of the Company, or ordering the winding up or liquidation of the affairs of the Company.

3. THIS MANAGERS’ AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, AND ALL RIGHTS AND REMEDIES SHALL BE GOVERNED BY SUCH LAWS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

Capitalized terms used and not otherwise defined herein have the meanings set forth in the LLC Agreement.

Sch C-1

This Managers’ Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Managers’ Agreement and all of which together shall constitute one and the same instrument.

[The remainder of this page has been intentionally left blank.]

Sch C-2

IN WITNESS WHEREOF, the undersigned have executed this Managers’ Agreement as of the day and year first above written.

MANAGERS:

Kevin J. Cullum

Victor Pausin

Ryan L. Nelson

Kevin P. Burns, Independent Manager

Cheryl A. Lawrence, Independent Manager

Sch C-3

SCHEDULE D

Managers

1. Kevin J. Cullum

2. Victor Pausin

3. Ryan L. Nelson

4. Kevin P. Burns

5. Cheryl A. Lawrence

Sch E-1

SCHEDULE E

Officers

Officer	Title
Kevin J. Cullum	President and Chairman of the Board
Jim DeTrude	Vice President
Victor Pausin	Treasurer
Douglas E. Gwin, Jr.	Assistant Treasurer
David R. Killinger, Jr.	Assistant Treasurer
Sean O’Hara	Assistant Treasurer
Ryan L. Nelson	Secretary
Timothy Hauck	Assistant Secretary

Sch E-2