AMENDED AND RESTATED TRUST AGREEMENT
This Amended and Restated Trust Agreement (this Agreement), dated as of September 29, 2020, is between Nissan Auto Leasing LLC II, a Delaware limited liability company (NALL II), as depositor (the Depositor), and Wilmington Trust, National Association, a national banking association with trust powers (Wilmington Trust), as trustee (the Owner Trustee).
WHEREAS, the parties hereto entered into a trust agreement, dated as of August 31, 2020 (the Initial Trust Agreement) pursuant to which the Nissan Auto Lease Trust 2020-B (the Issuing Entity) was created; and
WHEREAS, in connection with the issuance of the Notes, the parties hereto are entering into this Agreement pursuant to which, among other things, the Initial Trust Agreement will be amended and restated, and the Trust Certificates will be issued.
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 Definitions. Capitalized terms used herein that are not otherwise defined shall have the respective meanings ascribed thereto in the Agreement of Definitions, dated as of September 29, 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), NALL II, NILT, Inc., a Delaware corporation, as trustee to the Titling Trust (the Titling Trustee), Wilmington Trust, as Owner Trustee, Wilmington Trust Company, a Delaware corporation with trust powers, as Delaware trustee (in such capacity, the Delaware Trustee), U.S. Bank National Association, a national banking association (U.S. Bank), as trust agent (in such capacity, the Trust Agent), and U.S. Bank, as indenture trustee (in such capacity, the Indenture Trustee).
Section 1.02 Interpretive Provisions. 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 Twelve or Section 12.01 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
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