This Indenture, dated as of January 27, 2020 (this Indenture), is between the Nissan Auto Lease Trust 2020-A, a Delaware statutory trust (the Issuing Entity), and U.S. Bank National Association, a national banking association (U.S. Bank), as trustee (the Indenture Trustee).
Each party agrees as follows for the benefit of the other parties and the holders of the Issuing Entitys Notes:
The Issuing Entity hereby Grants in trust to the Indenture Trustee on the Closing Date, as trustee for the benefit of the Noteholders, all of the Issuing Entitys right, title and interest, whether now owned or hereafter acquired, in and to (i) the Owner Trust Estate, and (ii) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, securities, financial assets and other property that at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the Collateral), in each case as such terms are defined herein.
The Indenture Trustee, as trustee on behalf of the Noteholders, acknowledges the foregoing Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of the Noteholders may be adequately and effectively protected.
SECTION 1.01 Capitalized Terms. Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed thereto in the Agreement of Definitions, dated as of January 27, 2020, 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) and as transferor, Nissan-Infiniti LT, a Delaware statutory trust (the Titling Trust), Nissan Motor Acceptance Corporation, a California corporation (NMAC), in its individual capacity, as servicer and as administrative agent (in such capacity, the Servicer and the Administrative Agent, respectively), Nissan Auto Leasing LLC II, a Delaware limited liability company (NALL II), NILT, Inc., a Delaware corporation, as trustee to the Titling Trust (the Titling Trustee or Trustee), Wilmington Trust, National Association, a national banking association with trust powers, as owner trustee (the Owner Trustee) and Wilmington Trust Company, a Delaware corporation with trust powers, as Delaware trustee (the Delaware Trustee), the Indenture Trustee and U.S. Bank, as trust agent (in such capacity, the Trust Agent).