TRUST ADMINISTRATION AGREEMENT
This Trust Administration Agreement, dated as of April 15, 2019 (this Agreement), is among Nissan Auto Lease Trust 2019-A, a Delaware statutory trust (the Issuing Entity), Nissan Motor Acceptance Corporation, a California corporation (NMAC), as administrative agent (in such capacity, the Administrative Agent), Nissan Auto Leasing LLC II, a Delaware limited liability company (NALL II), as depositor (the Depositor), and U.S. Bank National Association, a national banking association (U.S. Bank), as indenture trustee (the Indenture Trustee).
WHEREAS, the Issuing Entity was formed pursuant to a trust agreement, dated as of March 21, 2019, as amended and restated by the amended and restated trust agreement, dated as of April 15, 2019 (the Trust Agreement), between the Depositor and Wilmington Trust, National Association, as trustee (the Owner Trustee); and
WHEREAS, the parties desire to enter into this agreement to provide for, among other things, the Administrative Agents provision of certain services to the Issuing Entity and the Owner Trustee.
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:
Section 1.01 Capitalized Terms; Interpretive Provisions.
(a) Capitalized terms used herein that are not otherwise defined shall have the respective meanings ascribed thereto in the Agreement of Definitions, dated as of April 15, 2019, by and among the Issuing Entity, NILT Trust, a Delaware statutory trust, as grantor and initial beneficiary (in such capacity, the Grantor and the UTI Beneficiary, respectively), Nissan-Infiniti LT, a Delaware statutory trust (the Titling Trust), NMAC, in its individual capacity, as Administrative Agent and as servicer (in such capacity, the Servicer), NALL II, NILT, Inc., a Delaware corporation, as trustee to the Titling Trust (the Titling Trustee), the Owner Trustee, Wilmington Trust Company, a Delaware corporation, as Delaware trustee (the Delaware Trustee), U.S. Bank, as trust agent (in such capacity, the Trust Agent) and the Indenture Trustee.
(b) For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, (i) terms used herein include, as appropriate, all genders and the plural as well as the singular, (ii) 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 within this Agreement, (iii) 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, (iv) the term include and all variations thereof shall mean include without limitation, (v) the term or shall include and/or, (vi) the term proceeds shall have the meaning ascribed to such term in the UCC, (vii) references to Persons include their permitted successors and assigns, (viii) references to agreements and other contractual instruments include all subsequent
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