LIMITED LIABILITY COMPANY AGREEMENT of NISSAN-INFINITI LT LLC (the Company), dated and effective as of April 1, 2021 (as amended from time to time, this Agreement) between NILT LLC, a Delaware limited liability company (NILT), as sole member (in such capacity, the Member), NISSAN MOTOR ACCEPTANCE COMPANY LLC, a Delaware limited liability company (NMAC), as manager (in such capacity, the Administrator), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (U.S. Bank), as titling company registrar (in such capacity, the Titling Company Registrar). Kevin P. Burns joins in this Agreement as the Independent Manager.
WHEREAS, NILT Trust (the predecessor, in interest to NILT LLC) as grantor and UTI beneficiary, NMAC, as servicer, NILT, Inc., as trustee (the Trustee), Wilmington Trust Company, as Delaware trustee, and U.S. Bank, as trust agent (the Trust Agent), have entered into the Amended and Restated Trust and Servicing Agreement, dated as of August 26, 1998 (the Origination Trust Agreement), pursuant to which Nissan-Infiniti LT, a Delaware statutory trust (the Titling Trust), was created to, among other things, take assignments and conveyances of and hold in trust various assets (the Trust Assets);
WHEREAS, the Titling Trust was comprised of an undivided trust interest (the Trust UTI) and one or more special units of beneficial interest (each, a Trust SUBI), each of which was established pursuant to a supplement to the Origination Trust Agreement (each a SUBI Supplement), each of which constituted a separate series of the Titling Trust under Delaware law, and each of which had allocated to it certain specified Trust Assets;
WHEREAS, this Agreement is made and entered into for the purpose of continuing the business of the Titling Trust as a Delaware limited liability company in accordance with the provisions hereinafter set forth and applicable law;
WHEREAS, NILT Trust, as the Grantor and Beneficiary of the Titling Trust, and U.S. Bank National Association, as the parent entity of NILT, Inc., entered into a Stock Purchase Agreement, dated as of March 31, 2021, pursuant to which U.S. Bank sold all of its right, title and interest to 100% of the equity interests in NILT, Inc. to NILT Trust, and simultaneously with the Conversion (as defined below), pursuant to an Agreement of Merger, dated as of March 31, 2021, NILT, Inc. was merged with and into the Titling Trust.
WHEREAS, on the date hereof, the Titling Trust was converted (the Conversion) into the Company pursuant to the Delaware Statutory Trust Act and Section 18-214 of the Act (and other relevant provisions of the Act) by filing of the Certificate of Conversion and a Certificate of Formation of the Company with the office of the Secretary of State of the State of Delaware;
WHEREAS, effective as of the date of the Conversion, (i) the Trust UTI shall be deemed to be converted into the Unallocated Assets Series, which shall own or have allocated to and associated with it the Unallocated Assets (as defined below), and (ii) each outstanding Trust SUBI shall be deemed to be converted into the corresponding Series (as defined below) of the Company, which shall own or have allocated to and associated with it the corresponding Series Assets;