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
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 2020-B INDENTURE.
The parties to the Existing 2020-B Indenture hereby amend the Existing 2020-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 2020-B Series Supplement.
SECTION 3. AMENDMENTS TO EXISTING 2020-B AGREEMENT OF DEFINITIONS.
The parties to the Existing 2020-B Agreement of Definitions hereby amend the Existing 2020-B Agreement of Definitions (other than the recitals thereto) by: