SUBI CERTIFICATE TRANSFER AGREEMENT
This SUBI Certificate Transfer Agreement, dated as of April 15, 2019 (this Agreement), is between NILT Trust, a Delaware statutory trust (NILT Trust), as transferor (the Transferor), and Nissan Auto Leasing LLC II, a Delaware limited liability company (NALL II), as transferee (the Transferee).
A. Nissan-Infiniti LT (the Titling Trust) is a Delaware statutory trust governed by the Amended and Restated Trust and Servicing Agreement, dated as of August 26, 1998 (the Titling Trust Agreement), by and among, NILT Trust, as grantor and initial beneficiary (in such capacity, the Grantor and the UTI Beneficiary, respectively), Nissan Motor Acceptance Corporation, a California corporation (NMAC), as servicer (the Servicer), Wilmington Trust Company, a Delaware corporation with trust powers, as Delaware trustee (the Delaware Trustee), NILT, Inc., a Delaware corporation, as trustee (the Titling Trustee), and U.S. Bank National Association, a national banking association (U.S. Bank), as trust agent (the Trust Agent);
B. Pursuant to the Titling Trust Agreement, the purposes of the Titling Trust include taking assignments and conveyances of and holding in trust various assets (the Trust Assets);
C. The Grantor, the UTI Beneficiary, the Servicer, the Titling Trustee, the Delaware Trustee and the Trust Agent are entering into the 2019-A SUBI Supplement, dated as of April 15, 2019 (the 2019-A SUBI Supplement, and together with the Titling Trust Agreement, the SUBI Trust Agreement), to (i) establish a special unit of beneficial interest (the 2019-A SUBI), and (ii) identify and allocate certain Trust Assets to the 2019-A SUBI;
D. Pursuant to the SUBI Trust Agreement a separate portfolio of leases (the 2019-A Leases), the vehicles that are leased under the 2019-A Leases (the 2019-A Vehicles), and certain other related Trust Assets have been allocated to the 2019-A SUBI;
E. The Titling Trust has issued a certificate evidencing a 100% beneficial interest in the 2019-A SUBI (the 2019-A SUBI Certificate) to the Transferor;
F. The Transferor and the Transferee desire to provide for the sale, transfer and assignment by the Transferor to the Transferee, without recourse, of all of the Transferors right, title and interest in and to the 2019-A SUBI Certificate; and
G. Immediately after the transfer and assignment of the 2019-A SUBI Certificate to the Transferee, the Transferee shall sell, transfer, and assign all of its right, title and interest in the 2019-A SUBI Certificate to Nissan Auto Lease Trust 2019-A, as issuer (the Issuing Entity) in connection with a securitization.
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:
| || || || |
| || ||1 || ||(NALT 2019-A SUBI Certificate Transfer Agreement)|