EX-4.1





 Exhibit 4.1 

OMNIBUS AMENDMENT, 

ASSUMPTION AGREEMENT 
 AND
CONSENT 
 (NISSAN AUTO LEASE TRUST
2019-A) 
 THIS OMNIBUS AMENDMENT, ASSUMPTION AGREEMENT AND CONSENT, dated as of April 1,
2021 (this “Omnibus Amendment and Consent”), is by and among NISSAN AUTO LEASE TRUST 2019-A (the “Issuing Entity”), NISSAN MOTOR ACCEPTANCE COMPANY LLC (successor by
conversion to Nissan Motor Acceptance Corporation, a California corporation), a Delaware limited liability company (in its individual capacity or in its capacity as Servicer, Administrator or Administrative Agent, as applicable,
“NMAC”), NISSAN AUTO LEASING LLC II, a Delaware limited liability company (“NALL II”), as Depositor, Certificateholder or Transferee, as applicable, NISSAN-INFINITI LT LLC (successor by conversion to Nissan-Infiniti
LT, a Delaware statutory trust), a Delaware limited liability company (the “Titling Company”), NILT LLC (successor by conversion to NILT Trust, a Delaware statutory trust), a Delaware limited liability company (“NILT
LLC”), U.S. BANK NATIONAL ASSOCIATION (“U.S. Bank”), as Indenture Trustee and as Titling Company Registrar, CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer (“Clayton”),
WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee for the Issuing Entity (the “Owner Trustee”), and solely for the purpose of acknowledging the termination of their roles under the
Basic Documents, NILT, INC., as trustee for the Titling Trust (the “Titling Trustee”), WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Delaware trustee (the “Delaware Trustee”), U.S. BANK
TRUST NATIONAL ASSOCIATION, as trustee for NILT Trust, and U.S. BANK, as trust agent for the Titling Trust, and is the: 
  

	 	(i)	 Second Supplement to the Indenture, dated as of April 15, 2019, by and between the Issuing Entity and U.S.
Bank as indenture trustee (the “Indenture Trustee”), as supplemented by Supplement No. 1 to Indenture, dated as of March 19, 2021 (“Supplement No. 1”), between the Issuing Entity and the
Indenture Trustee (before giving effect to this Omnibus Amendment and Consent, as supplemented by Supplement No. 1, the “Existing 2019-A Indenture” and, as so amended, the “2019-A Indenture”); 


  

	 	(ii)	 First Amendment to the Agreement of Definitions, dated as of April 15, 2019, by and between the Issuing
Entity, NILT LLC, the Titling Company, NMAC, NALL II, the Owner Trustee, the Indenture Trustee, and solely for the purpose of this Omnibus Amendment and Consent, NILT, Inc. and the Delaware Trustee (before giving effect to this Omnibus Amendment and
Consent, the “Existing 2019-A Agreement of Definitions” and, as so amended, the “2019-A Agreement of Definitions”);
















	 	(iii)	 First Amendment to 2019-A SUBI Servicing Supplement, dated as of
April 15, 2019, by and between the Titling Company, NILT LLC, and NMAC, as Servicer (before giving effect to this Omnibus Amendment and Consent, the “Existing 2019-A SUBI Servicing
Supplement” and, as so amended, the “2019-A Series Servicing Supplement”); 


  

	 	(iv)	 First Amendment to the Amended and Restated Trust Agreement for the Issuing Entity, dated as of April 15,
2019, by and between NALL II and the Owner Trustee (before giving effect to this Omnibus Amendment and Consent, the “Existing 2019-A Trust Agreement” and, as so amended, the “2019-A Trust Agreement”); 


  

	 	(v)	 First Amendment to the Trust Administration Agreement, dated as of April 15, 2019, by and among the
Issuing Entity, NMAC, the Depositor and the Indenture Trustee (before giving effect to this Omnibus Amendment and Consent, the “Existing 2019-A Trust Administration Agreement” and, as so
amended, the “2019-A Trust Administration Agreement”); 


  

	 	(vi)	 First Amendment to the SUBI Certificate Transfer Agreement, dated as of April 15, 2019, by and between
NILT LLC, as transferor, and NALL II as transferee (before giving effect to this Omnibus Amendment and Consent, the “Existing 2019-A SUBI Certificate Transfer Agreement” and, as so amended,
the “2019-A Series Certificate Transfer Agreement”); 


  

	 	(vii)	 First Amendment to the Trust SUBI Certificate Transfer Agreement, dated as of April 15, 2019, by and among
NALL II, as transferor, and the Issuing Entity, as transferee (before giving effect to this Omnibus Amendment and Consent, the “Existing 2019-A Trust SUBI Certificate Transfer Agreement” and,
as so amended, the “2019-A Trust Series Certificate Transfer Agreement”); 


  

	 	(viii)	 First Amendment to the Asset Representations Reviewer Agreement, dated as of April 15, 2019, by and among
the Issuing Entity, NMAC, and Clayton (before giving effect to this Omnibus Amendment and Consent, the “Existing 2019-A ARR Agreement” and, as so amended, the “2019-A ARR Agreement”). 


 The agreements listed in preceding clauses
(i) through (iii) and (v) through (viii), either before or after giving effect to this Omnibus Amendment and Consent, as the context requires, are referred to herein collectively as the “NY Amendment Documents”. The
agreements listed in preceding clause (iv), either before or after giving effect to this Omnibus Amendment and Consent, as the context requires, are referred to herein collectively as the “DE Amendment Documents,” and together with
the NY Amendment Documents, the “Amendment Documents.” Capitalized terms used but not defined herein have the meanings provided in the 2019-A Agreement of Definitions. 

R E C I T A L S 

WHEREAS, substantially simultaneously with the effectiveness of this Omnibus Amendment and Consent, the following conversions (each, a
“Conversion”) shall occur: (i) Nissan-Infiniti LT, a Delaware statutory trust, is converting to Nissan-Infiniti LT LLC, a Delaware limited liability company (the “Titling Trust”), (ii) NILT Trust, a Delaware
statutory trust, is converting to NILT LLC, a Delaware limited liability company, and (iii) Nissan Motor Acceptance Corporation, a California corporation, is converting to Nissan Motor Acceptance Company LLC, a Delaware limited liability
company (each of Nissan-Infiniti LT LLC, NILT LLC and Nissan Motor Acceptance Company LLC is sometimes hereinafter referred to as a “Converted Party”); 

  
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 WHEREAS, immediately prior to the Conversion of Nissan-Infiniti LT to the Titling
Company, the Titling Trustee of Nissan-Infiniti LT will merge with and into Nissan-Infiniti LT (the “Merger”) and upon such Merger and the forgoing Conversion, the Titling Trustee’s separate existence and role under the Basic
Documents shall terminate; 
 WHEREAS, as a result of the Conversion of Nissan-Infiniti LT to the Titling Company, (i) certain
Trust Documents (as defined in the Existing Agreement of Definitions) will be replaced with new agreements or amended and restated counterparts of their respective Titling Company Documents (as defined in the Agreement of Definitions), (ii) the
roles of the Trust Agent and the Delaware trustee of Nissan-Infiniti LT, and the trustee of NILT Trust, will be eliminated, (iii) NILT LLC will become the sole Member of the Titling Company rather than Grantor and Beneficiary of Nissan-Infiniti
LT, (iv) U.S. Bank will become the “Titling Company Registrar” for the Titling Company, and (v) each outstanding “special unit of beneficial interest” (each a “SUBI”) of Nissan-Infiniti LT will be
converted to a separate series of limited liability company interest in the Titling Company (each, a “Series Interest”), and in particular, the 2019-A SUBI Certificate acquired by the Issuing
Entity under the Existing 2019-A Trust SUBI Certificate Transfer Agreement will be converted to the 2019-A Series Certificate and thereby will continue to be owned by
the Issuing Entity and pledged to the Indenture Trustee; 
 WHEREAS, in connection with the Conversions, each of the Converted
Parties (in each case, in every capacity) wishes expressly (i) to confirm all of its rights, remedies, powers and privileges (in every capacity) 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) to confirm, and to agree to continue to perform, each and every one of its obligations (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),
(iii) 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 a
party (or by which it was bound or to which it was subject) to the same extent as would have been the case had the Conversion not occurred, and (iv) to update its addresses for notices under all of the Basic Documents to the addresses set forth
in Schedule II attached hereto; 
 WHEREAS, the parties to this Omnibus Amendment and Consent desire to amend each Amendment
Document, in each case, to the extent it was (or is becoming) a party thereto, to give effect to the events described in the preceding WHEREAS clauses; 

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 

  
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 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
2019-A INDENTURE. 
 The parties to the Existing
2019-A Indenture hereby amend the Existing 2019-A 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 2019-A Series Supplement”. 
 SECTION 3. AMENDMENTS TO
EXISTING 2019-A AGREEMENT OF DEFINITIONS. 
 The parties to the Existing 2019-A Agreement of Definitions hereby amend the Existing 2019-A Agreement of Definitions (other than the recitals thereto) 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; 

  
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 (b) by deleting the reference to “Section 4.02 of” in the defined term
“Collection Account”; 
 (c) by deleting the defined term “Payment Ahead” in its entirety; 

(d) by deleting the defined term “Permitted Investments” in its entirety and replacing it with the following: 

“ “Permitted Investments” means, at any time with respect to the Unallocated Assets or any Series, any one or more of the
following obligations, instruments or securities: 
  

	 	(i)	 obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United
States or any agency thereof, provided such obligations are backed by the full faith and credit of the United States; 


  

	 	(ii)	 general obligations of or obligations guaranteed by FNMA or any State; provided that, if any related Rated
Securities are outstanding, such obligations have the highest available credit rating from each Rating Agency for such obligations; 


  

	 	(iii)	 securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the
United States or of any State; provided, that if any related Rated Securities are outstanding, at the time of such investment or contractual commitment providing for such investment, either (a) the long-term unsecured debt of such corporation
has the highest available rating from each Rating Agency for such obligations or (b) the commercial paper or other short-term debt of such corporation that is then rated has the highest available credit rating of each Rating Agency for such
obligations; 


  

	 	(iv)	 certificates of deposit issued by any depository institution or trust company (including the Titling Company
Registrar) incorporated under the laws of the United States or any State and subject to supervision and examination by banking authorities of one or more of such jurisdictions; provided that, if any related Rated Securities are outstanding, the
short-term unsecured debt obligations of such depository institution or trust company has the highest available credit rating of each Rating Agency for such obligations; 



 

	 	(v)	 certificates of deposit that are issued by any bank, trust company, savings bank or other savings institution
and fully insured by the FDIC; 


  

	 	(vi)	 investments in money market funds (including funds for which the Titling Company Registrar or any of its
Affiliates is investment manager or advisor) having a rating from S&P of AAA-m or AAAm-G and from Moody’s of Aaa; 



 

	 	(vii)	 repurchase obligations held by the Titling Company Registrar, with respect to any obligation or security
described in clauses (i), (ii) or (viii) hereof or any other obligation or security issued or guaranteed by any other agency or instrumentality of the United States, in either case entered into with a federal agency or a depository institution
or trust company (acting as principal) described in clause (iv) above; and 



  
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	 	(viii)	 such other obligations, instruments or securities as may be directed by the Servicer; provided, that if any
Rated Securities are outstanding, such obligations, instruments or securities shall be acceptable to each relevant Rating Agency, as evidenced by a letter from such Rating Agency to the Titling Company Registrar to the effect that investments of
such type will not result in a Ratings Effect; 


 provided, that, each of the foregoing obligations, instruments and
securities shall mature no later than the Business Day prior to the Payment Date (other than in the case of the investment of monies in obligations, instruments or securities of which the entity at which the related account is located is the
obligor, which may mature on such date), and shall be required to be held to such maturity. 
 Notwithstanding the foregoing,
(i) no Permitted Investment may be purchased at a premium and (ii) no obligation or security may be a “Permitted Investment” unless (a) the Titling Company Registrar has control (within the meaning of Section 8-106 of the UCC) over such obligation or security and (b) at the time such obligation or security was delivered to the Titling Company Registrar or the Titling Company Registrar became the related
Entitlement Holder, the Titling Company Registrar did not have notice of any adverse claim with respect thereto within the meaning of Section 8-105 of the UCC. 

For purposes of this definition, any reference to the highest available credit rating of an obligation shall mean the highest
available credit rating for such obligation (excluding any “+” signs associated with such rating) or such lower credit rating (as approved in writing by each Rating Agency) as will not result in a Rating Event.”; 

(e) by deleting the defined term “Proceeding” in its entirety and replacing it with the following: 

“ “Proceeding” means any suit or action at law or in equity or any other judicial or administrative proceeding, including any
bankruptcy proceeding.”; 
 (f) by deleting the defined term “Related Beneficiary” in its entirety and replacing it with the
following: 
 “ “Related Beneficiary” has the meaning set forth in the Titling Company Servicing Agreement.”; 

(g) by deleting the defined term “Required Deposit Rating” in its entirety and replacing it with the following: 

“ “Required Deposit Rating” means, with respect to any entity and any Series Account, that (i) the short-term unsecured
debt obligations of such entity are rated in the highest short-term rating category by each Rating Agency (excluding any “+” signs associated with such rating) or (ii) such entity is a depository institution or trust company having a
long-term unsecured debt rating acceptable to each Rating Agency and corporate trust powers and the related Series Account is maintained in a segregated trust account in the corporate trust department of the related entity.”; 

  
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 (h) by deleting the defined term “Required Related Holders” in its entirety and
replacing it with the following: 
 “ “Required Related Holders” means the Issuing Entity; provided that so long as the Lien
of the Indenture is in place, the “Required Related Holders” shall be deemed to be the Indenture Trustee (as Registered Pledgee of the 2019-A Series Certificate), acting at the direction of the
Required Percentage of the Noteholders and thereafter, the Owner Trustee, acting at the direction of the Required Percentage of the Trust Certificateholders (which for this purpose shall include the Trust Certificates owned by the Issuing Entity,
the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) and any of their respective Affiliates) until the final distribution is made with respect to the 2019-A Series Assets.”; 

(i) by deleting the reference to “Section 4.02 of” in the defined term “SUBI Collection Account”; 

(j) by deleting the defined term “UTI” in its entirety and replacing it with the following: 

“ “Unallocated Assets” has the meaning set forth in the Titling Company Agreement.”; and 

(k) by deleting the defined term “UTI Certificate” in its entirety and replacing it with the following: 

“ “Unallocated Assets Certificate” has the meaning set forth in the Titling Company Agreement.”. 

SECTION 4. AMENDMENTS TO EXISTING 2019-A SUBI SERVICING SUPPLEMENT. 

The parties to the Existing 2019-A SUBI Servicing Supplement hereby amend the Existing 2019-A SUBI Servicing Supplement (other than the recitals thereto) 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) notwithstanding clause (a) above, in Sections 8.02(a) and (b), deleting the references to “Titling Trustee” and replacing
such references with “Administrator”; 
 (c) in Section 8.02(e), deleting the reference to “Section 2.06(f)”
and replacing such reference with “Section 2.06(b); 

  
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 (d) in Section 8.12(b), deleting the words “ in addition to complying with the
notice requirements of Section 4.01(b) of the Basic Servicing Agreement (except that references therein to Registered Pledgees shall mean each Registered Pledgee of the 2019-A SUBI Certificate),”;

 (e) in Section 8.12(c), deleting the words “In addition to the provisions of Section 4.01(c) of the Basic Servicing
Agreement, if” and replacing such words with “If”; 
 (f) in Section 8.12(c), deleting the words “Notwithstanding
the provisions of Section 4.01(e) of the Basic Servicing Agreement, with respect to any Servicer Default related to the 2019-A SUBI Assets, the Titling Trustee” and replacing such words with
“The Titling Company Registrar”; 
 (g) in Section 8.15, deleting the words “Notwithstanding anything to the contrary in
Section 2.03 of the Basic Servicing Agreement, the” and replacing such words with “The”; 
 (h) deleting
Section 9.02 in its entirety and replacing it with the following: 
 “Governing Law. This
2019-A Servicing Supplement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to any otherwise applicable principles of conflict of laws (other
than Section 5-1401 of the New York General Obligations Law).” 
 (i) deleting
Section 9.12 in its entirety and replacing such section with “[Reserved].”. 
 SECTION 5. AMENDMENTS TO EXISTING 2019-A TRUST AGREEMENT. 
 The parties to the Existing
2019-A Trust Agreement hereby amend the Existing 2019-A Trust Agreement (other than the recitals thereto) by 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. 
 SECTION 6.
AMENDMENTS TO EXISTING 2019-A TRUST ADMINISTRATION AGREEMENT. 
 The parties to the
Existing 2019-A Trust Administration Agreement hereby amend the Existing 2019-A Trust Administration Agreement (other than the recitals thereto) by 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; 

SECTION 7. AMENDMENTS TO EXISTING 2019-A SUBI CERTIFICATE TRANSFER AGREEMENT. 

The parties to the Existing 2019-A SUBI Certificate Transfer Agreement hereby amend the Existing 2019-A SUBI Certificate Transfer Agreement (other than the recitals thereto) 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; and 

  
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 (b) deleting Section 2.06 in its entirety and replacing it with the following: 

“Release of Claims. Pursuant to Sections 4.1(f), 4.1(g) and 10.1 of the Titling Company Agreement, the Transferee hereby covenants and
agrees for the express benefit of the Member and each holder from time to time of the Unallocated Assets Certificate and any Series Certificate that the Transferee shall release all claims to the Unallocated Assets and the related Other Series
Assets, respectively, and, in the event such release is not given effect, to subordinate fully all claims it may be deemed to have against the Unallocated Assets or such Other Series Assets, as the case may be.”. 

SECTION 8. AMENDMENTS TO EXISTING 2019-A TRUST SUBI CERTIFICATE TRANSFER AGREEMENT. 

The parties to the Existing 2019-A Trust SUBI Certificate Transfer Agreement hereby amend the Existing 2019-A Trust SUBI Certificate Agreement (other than the recitals thereto) 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; and 

(b) deleting Section 2.06 in its entirety and replacing it with the following: 

“Release of Claims. Pursuant to Sections 4.1(f), 4.1(g) and 10.1 of the Titling Company Agreement, the Transferee hereby covenants and
agrees for the express benefit of the Member and each holder from time to time of the Unallocated Assets Certificate and any Series Certificate that the Transferee shall release all claims to the Unallocated Assets and the related Other Series
Assets, respectively, and, in the event such release is not given effect, to subordinate fully all claims it may be deemed to have against the Unallocated Assets or such Other Series Assets, as the case may be.”. 

SECTION 9. AMENDMENTS TO EXISTING 2019-A ARR AGREEMENT. 

The parties to the Existing 2019-A ARR Agreement hereby amend the Existing 2019-A ARR Agreement (other than the recitals thereto) by 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. 
 SECTION 10. AMENDMENT DOCUMENTS IN FULL FORCE AND EFFECT, AS AMENDED. 

All the terms and conditions of the Amendment Documents and the other Basic Documents (including all obligations of any Converted Party
(including without limitation all obligations with respect to indemnities)) shall remain in full force and effect, as amended by this Omnibus Amendment and Consent. All references to the Amendment Documents in any other document or instrument shall
be deemed to mean such Amendment Document, as amended by this Omnibus Amendment and Consent. This Omnibus Amendment and Consent shall not constitute a novation of any Amendment Document, but shall constitute an amendment thereto. The parties hereto
agree to be bound by the terms and obligations of the Amendment Documents, as amended by this Omnibus Amendment and Consent, as though the terms and obligations of the Amendment Documents were set forth herein. 

  
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 SECTION 11. CONSENTS; NOTICE REQUIREMENTS DEEMED SATISFIED. 

(a) The Depositor hereby directs the Issuing Entity to consent to the amendments set forth herein, the replacement or amended documents dated
and executed on and as of the date hereof (or such other date specified below), as set forth below, the Merger and each Conversion. The Issuing Entity, at the direction of the Depositor, hereby so consents, which consent with respect to the Second
Amendment to the Amended and Restated Trust Agreement of NILT Trust shall be effective as of March 31, 2021. 
 (b) The parties hereto
(to the extent a party whose consent is required under the governing documents of the Titling Trustee and the Titling Trust prior to the Merger and the Conversion) hereby consent, effective as of March 31, 2021, to the Agreement and Plan of
Merger, dated as of March 31, 2021 (the “Plan”), between the Titling Trustee and the Titling Trust, substantially in the form attached hereto as Exhibit A. Such parties further agree that upon consummation of the Merger, the
Titling Trustee’s separate existence and its role as Titling Trustee under the Titling Trust Agreement will be terminated. In furtherance of the Merger, each of the parties hereto entitled to direct the Delaware Trustee under the Titling
Trust Agreement hereby authorizes and instructs the Delaware Trustee, as sole remaining trustee under the Titling Trust Agreement, to execute any all documents on behalf of the Titling Trust necessary to consummate the Merger, including, without
limitation, execution and filings of a Certificate of Merger with the Secretary of State of the State of Delaware (the “Secretary of State”). 

(c) The parties hereto (to the extent a party whose consent is required under the replaced or amended documents, or to the change or
elimination of the capacities of certain parties thereunder) hereby consent to the following replacement or amended documents dated and executed on and as of the date hereof, in each case in the forms delivered to such parties, and to the change or
elimination of the capacities of certain parties thereto as provided therein (and in connection therewith, deem satisfied any and all notice requirements relating to such amendments or changes): 

(i) Limited Liability Company Agreement of the Titling Company; 

(ii) Amended and Restated Servicing Agreement of the Titling Company; 

(iii) 2019-A Series Supplement relating to the
2019-A Series Interest and the related 2019-A Series Certificate; 

(iv) Second Amendment to the Amended and Restated Trust Agreement of NILT Trust, dated as of March 31, 2021; and 

(v) Limited Liability Company Agreement of NILT LLC. 

  
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 In furtherance of the foregoing, each of the parties hereto entitled to direct the Delaware Trustee under
the Titling Trust Agreement hereby authorizes and instructs the Delaware Trustee to execute any all documents on behalf of the Titling Trust necessary to consummate the Conversion of the Titling Trust, including, without limitation, execution and
filing of a Certificate of Conversion with the Secretary of State. 
 (d) The parties hereto hereby agree that this the Omnibus Amendment is
deemed to satisfy all notice requirements with respect to such party relating thereto set forth in the Amendment Documents (as in effect before giving effect to this Omnibus Amendment and Consent) with respect to the amendments set forth herein and
with respect to any changes of name, location or corporate form or otherwise of the various parties, each in connection with its respective Conversion. 

(e) For the purposes of Section 11(b) above, NILT Trust, as of March 31, 2021, hereby directs the Titling Trustee, the trustee of
NILT Trust, the Delaware Trustee and the Trust Agent to execute this Omnibus Amendment and Consent. 
 SECTION 12. CONDITIONS TO
EFFECTIVENESS; AUTHORITY TO FILE. 
 The obligations of the parties hereto to enter into this Omnibus Amendment and Consent and the
effectiveness of this Omnibus Amendment and Consent is subject to satisfaction of the following conditions, and this Omnibus Amendment and Consent shall be effective immediately after all of the following occur (such date, the “Effective
Date”), without further action by any party other than the following: 
 (a) the Rating Agency Condition shall have been satisfied
with respect to the amendments made to the Amendment Documents in this Omnibus Amendment and Consent; 
 (b) the parties hereto shall have
received a duly executed counterpart of this Omnibus Amendment and Consent from each party hereto; 
 (c) the required opinions and
officers’ certificates shall have been delivered to the Indenture Trustee and the Owner Trustee pursuant to the Existing 2019-A Indenture, the Existing 2019-A SUBI
Servicing Supplement, the Existing 2019-A Trust Agreement, the Existing 2019-A SUBI Certificate Transfer Agreement and the Existing
2019-A ARR Agreement. 
 Upon receipt of evidence of satisfaction of the conditions set forth above,
NMAC shall provide written notice to the Indenture Trustee, the Owner Trustee and the Delaware Trustee stating that the conditions to effectiveness of this Amendment have been satisfied and identifying the Effective Date. 

Upon the Effective Date, the Indenture Trustee hereby authorizes each of NILT LLC, NALL II and the Issuing Entity (or its respective
designee), as applicable, to file each of the UCC-1 financing statements and UCC-3 financing statement amendments, in each case with the Secretary of State of Delaware,
as may be deemed necessary or desirable to maintain the perfection of the security interest granted to the Indenture Trustee pursuant to the 2019-A Indenture. 

  
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 SECTION 13. MISCELLANEOUS. 

(a) This Omnibus Amendment and Consent and any Basic Document may be executed (including by way of electronic or facsimile transmission) in any
number of counterparts and by separate parties hereto on separate counterparts, each of which when executed shall be deemed an original, but all counterparts taken together shall constitute one and the same instrument. The parties acknowledge and
agree that they may execute this Omnibus Amendment and Consent and any Basic Document and any variation or amendment to the same, by electronic instrument. The parties agree that the electronic signatures appearing on the document shall have the
same effect as handwritten signatures and the use of an electronic signature on this Omnibus Amendment and Consent and any Basic Document shall have the same validity and legal effect as the use of a signature affixed by hand and is made with the
intention of authenticating this Omnibus Amendment and Consent and any such Basic Document, applicable and evidencing the parties’ intention to be bound by the terms and conditions contained herein and therein. For the purposes of using an
electronic signature, the parties authorize each other to the lawful processing of personal data of the signers for contract performance and their legitimate interests including contract management. 

(b) The descriptive headings of the various sections of this Omnibus Amendment and Consent are inserted for convenience of reference only and
shall not be deemed to affect the meaning or construction of any of the provisions hereof. 
 (c) The failure or unenforceability of any
provision hereof shall not affect the other provisions of this Omnibus Amendment and Consent. 
 (d) SOLELY WITH RESPECT TO THE NY
AMENDMENT DOCUMENTS, THIS OMNIBUS AMENDMENT AND CONSENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS OMNIBUS AMENDMENT AND CONSENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND SHALL BE SUBJECT TO THE
WAIVER OF JURY TRIAL AND NOTICE PROVISIONS OF THE INDENTURE. 
 (e) SOLELY WITH RESPECT TO THE DE AMENDMENT DOCUMENTS, THIS OMNIBUS
AMENDMENT AND CONSENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS. 
 (f) It is expressly understood and agreed by the parties hereto that (a) this Omnibus Amendment and Consent is
executed and delivered by Wilmington Trust, National Association (“WTNA”), not individually or personally, but solely as Owner Trustee of the Issuing Entity, in the exercise of the powers and authority conferred and vested in it,
(b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as a personal representation, undertaking or agreement by WTNA, but is made and intended for the purpose of
binding only the Issuing Entity, (c) nothing herein contained shall be construed 

  
 12 













 
as creating any liability on WTNA, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the
parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall WTNA be personally liable for the payment of any indebtedness or expenses of the Issuing Entity or be liable for the breach
or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity under this Omnibus Amendment and Consent or any other related documents. 

(g) Notwithstanding any provision of this Omnibus Amendment and Consent to the contrary, (i) the Titling Company is executing and
delivering this Omnibus Amendment and Consent solely on behalf of and with respect to Nissan-Infiniti LT LLC – 2019-A Series, a designated series of the Titling Company, and (ii) any liabilities of
the Titling Company arising hereunder will be satisfied only out of the assets that have been allocated to and associated with Nissan-Infiniti LT LLC – 2019-A Series and not against the assets of the
Titling Company generally or of any other series of the Titling Company. 
 [Remainder of Page Intentionally Left Blank] 

  
 13 













 IN WITNESS WHEREOF, the parties have caused this Omnibus Amendment and Consent to be
executed by their respective officers thereunto duly authorized, as of the date first written above. 
  

			
	NISSAN MOTOR ACCEPTANCE COMPANY LLC,
	in its individual capacity and as Servicer, Administrator
	and Administrative Agent


 
			
		
	By:	 	 /s/ Douglas E. Gwin, Jr.

	Name:	 	Douglas E. Gwin, Jr.
	Title:	 	Assistant Treasurer


 
			
	
	NISSAN AUTO LEASING LLC II, as Depositor,
	Certificateholder and Transferee


 
			
		
	By:	 	 /s/ Douglas E. Gwin, Jr.

	Name:	 	Douglas E. Gwin, Jr.
	Title:	 	Assistant Treasurer


 
			
	
	NISSAN-INFINITI LT LLC, as Titling Company


 
			
		
	By:	 	 /s/ Douglas E. Gwin, Jr.

	Name:	 	Douglas E. Gwin, Jr.
	Title:	 	Assistant Treasurer


 
			
	
	NILT LLC, as Member


 
			
		
	By:	 	 /s/ Douglas E. Gwin, Jr.

	Name:	 	Douglas E. Gwin, Jr.
	Title:	 	Assistant Treasurer



  
 [Signature Page to
Omnibus Amendment (NALT 2019-A)] 













 
			
	NISSAN AUTO LEASE TRUST 2019-A, as Issuing Entity
	
	By: WILMINGTON TRUST, NATIONAL
	ASSOCIATION, not in its individual capacity, but solely as Owner Trustee
		
	By:	 	/s/ Dorri Costello
	Name:	 	Dorri Costello
	Title:	 	Vice President
	
	 WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, but

solely as Owner Trustee

		
	By:	 	/s/ Dorri Costello
	Name:	 	Dorri Costello
	Title:	 	Vice President



  
 [Signature Page to
Omnibus Amendment (NALT 2019-A)] 













 
			
	U.S. BANK NATIONAL ASSOCIATION,
	as Indenture Trustee


 
			
		
	By:	 	 /s/ Brian W. Kozack

	Name:	 	Brian W. Kozack
	Title:	 	Vice President


 
			
	
	U.S. BANK NATIONAL ASSOCIATION,
	as Titling Company Registrar


 
			
		
	By:	 	 /s/ Brian W. Kozack

	Name:	 	Brian W. Kozack
	Title:	 	Vice President



  
 [Signature Page to
Omnibus Amendment (NALT 2019-A)] 













 
			
	CLAYTON FIXED INCOME SERVICES LLC, as
	Asset Representations Reviewer


 
			
		
	By:	 	 /s/ Susan Connally

	Name:	 	Susan Connally
	Title:	 	Vice President



  
 [Signature Page to
Omnibus Amendment (NALT 2019-A)] 













 
			
	 Solely with respect to Section 11(b) (to the extent a party whose consent is
required) and for the Acknowledgement of Termination of its respective Role under the Basic Documents:



 
			
	
	NILT, INC., as Titling Trustee


 
			
		
	By:	 	 /s/ Brian W. Kozack

	Name:	 	Brian W. Kozack
	Title:	 	Vice President


 
			
	
	U.S. BANK NATIONAL ASSOCIATION, as Trust Agent


 
			
		
	By:	 	 /s/ Brian W. Kozack

	Name:	 	Brian W. Kozack
	Title:	 	Vice President


 
			
	
	U.S. BANK TRUST NATIONAL ASSOCIATION, as trustee for NILT Trust


 
			
		
	By:	 	 /s/ Brian W. Kozack

	Name:	 	Brian W. Kozack
	Title:	 	Vice President


 
			
	
	WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Delaware Trustee


 
			
		
	By:	 	 /s/ Dorri Costello

	Name:	 	Dorri Costello
	Title:	 	Vice President



  
 [Signature Page to
Omnibus Amendment (NALT 2019-A)] 













 
			
	Solely with respect to Section 11(e), prior to the Conversion
	
	NILT TRUST
	
	By: Nissan Motor Acceptance Corporation, as administrator
		
	By:	 	 /s/ Douglas E. Gwin, Jr.

	Name:	 	Douglas E. Gwin, Jr.
	Title:	 	Assistant Treasurer



  
 [Signature Page to
Omnibus Amendment (NALT 2019-A)] 













 SCHEDULE I 

Amendments to References 
  

			
	 Existing Reference
	  	 New Reference

		
	Basic Servicing Agreement	  	Titling Company Servicing Agreement
		
	Grantor	  	Member (of Titling Company)
		
	NILT Trust, a Delaware statutory trust	  	NILT LLC, a Delaware limited liability company
		
	Nissan-Infiniti LT, a Delaware statutory trust	  	Nissan-Infiniti LT LLC, a Delaware limited liability company
		
	Nissan Motor Acceptance Corporation, a California corporation	  	Nissan Motor Acceptance Company LLC, a Delaware limited liability company
		
	Servicing Supplement	  	Series Servicing Supplement
		
	Special unit of beneficial interest	  	limited liability company interest in the series
		
	SUBI	  	Series
		
	SUBI Certificate	  	Series Certificate
		
	SUBI Certificate Transfer Agreement	  	Series Certificate Transfer Agreement
		
	SUBI Servicing Supplement	  	Series Servicing Supplement
		
	SUBI Supplement	  	Series Supplement
		
	SUBI Trust Agreement (Titling Trust Agreement as modified by SUBI Supplement)	  	Series LLC Agreement (Titling Company Agreement as modified by Series Supplement), or Series Titling Company Agreement
		
	Sub-Trust	  	Series
		
	Titling Trust	  	Titling Company
		
	Titling Trust Agreement	  	Titling Company Agreement
		
	Trust Account	  	Series Account














			
	Trust Asset	  	Titling Company Asset
		
	Trust Document	  	Titling Company Document
		
	UTI	  	Unallocated Assets
		
	UTI Assets	  	Unallocated Assets
		
	UTI Beneficiary	  	Member (of Titling Company)
		
	UTI Certificate	  	Unallocated Assets Certificate













 SCHEDULE II 

Amendments to Notice Information 
 Nissan
Motor Acceptance Company LLC 
 One Nissan Way 
 Franklin,
Tennessee 37067 
 Attention: Douglas Gwin 
 E-mail: Doug.gwin@nissan-usa.com 
 NILT LLC 

One Nissan Way 
 Franklin, Tennessee 37067 

Attention: Douglas Gwin 

E-mail: Doug.gwin@nissan-usa.com 

Nissan-Infiniti LT LLC 
 One Nissan Way 

Franklin, Tennessee 37067 
 Attention: Douglas Gwin 

E-mail: Doug.gwin@nissan-usa.com 












 EXHIBIT A 

Agreement and Plan of Merger 












 AGREEMENT AND PLAN OF MERGER 

This Agreement and Plan of Merger (this “Plan”) is made as of March 31, 2021, by and among NILT, Inc., a Delaware
corporation (the “Merging Company”) and Nissan-Infiniti LT, a Delaware statutory trust (the “Surviving Entity”). 

RECITALS 
 WHEREAS,
the Surviving Entity is a statutory trust duly organized and existing under the laws of the State of Delaware; 
 WHEREAS, the Merging
Company is a corporation duly organized and existing under the laws of the State of Delaware; 
 WHEREAS, NILT Trust, a Delaware statutory
trust (the “Beneficiary”), owns all of the issued and outstanding shares of capital stock of the Merging Company and is sole beneficiary of the Surviving Entity; 

WHEREAS, the Beneficiary has approved this Plan, and declared it advisable that the Merging Company merge with and into the Surviving Entity,
which shall be the surviving entity, in the manner and upon the terms and conditions hereinafter set forth and with the effect provided by and pursuant to the applicable provisions of Delaware Statutory Trust Act (The “DSTA”) and
the Delaware General Corporation Law (the “Act” and, together with the DSTA, the “Law”), which law permits the Merger herein contemplated; 

WHEREAS, immediately following the execution and delivery of this Plan by the parties hereto, the Beneficiary will deliver a written consent
adopting the Plan in accordance with the applicable provisions of the Law; and 
 WHEREAS, for United States federal income tax purposes,
the parties intend that the Merger (as defined below) qualify as a reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and the parties intend, by executing this Agreement, to adopt
a plan of reorganization within the meaning of Section 368 of the Code and the Treasury Regulations promulgated thereunder. 
 PLAN

 NOW, THEREFORE, the parties to this Plan, in consideration of the foregoing and the mutual covenants, agreements and provisions
hereinafter contained, do hereby agree as follows: 
 The Merger. At the Effective Time (as defined below), upon the terms and subject
to the conditions set forth in this Plan and in accordance with the applicable provision of the Law, the Merging Company shall be merged with and into the Surviving Entity (the “Merger”), the separate existence of Merging Company
shall cease and the existence of the Surviving Entity shall continue unaffected and unimpaired by the merger with all of the rights, privileges, immunities and powers and subject to all the duties and liabilities of a statutory trust organized under
the Law. 












 Effective Time. The Merger shall become effective upon the date and time specified in
the certificate of merger filed with the Delaware Secretary of State (the “Effective Time”). 
 Effects of the
Merger. From and after the Effective Time, the Merger shall have the effects set forth in the applicable provision of the Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the properties,
rights, privileges, powers and franchises of the Merging Company shall vest in the Surviving Entity, and all debts, liabilities and duties of the Merging Company shall become the debts, liabilities and duties of Surviving Entity. At any time, or
from time to time, after the Effective Time, any authorized persons of the Surviving Entity may, in the name of the Merging Company execute and deliver all such proper deeds, assignments and other instruments and take or cause to be taken all such
further or other action as the Surviving Entity may deem necessary or desirable in order to (a) vest, perfect or confirm the Surviving Entity’s title to and possession of all of the Merging Company’s property, rights, privileges,
powers, franchises, immunities and interests and (b) otherwise carry out the purposes of this Plan. 
 Outstanding Shares. All
of the issued and outstanding shares of capital stock of the Merging Company shall, at the Effective Time, by virtue of the Merger and without any action on the part of the Surviving Entity, be cancelled and cease to exist. All of the beneficial
interests in the Surviving Entity shall continue unaffected and unimpaired by the Merger and shall continue to represent 100% of the beneficial interests in the Surviving Entity. 

Organizational Documents. The certificate of trust and trust agreement of the Surviving Entity at the Effective Time shall be the
certificate of trust and trust agreement of the Surviving Entity, respectively, each in full force and effect, until the same shall be altered or amended as therein provided or as provided by law. 

Benefit. This Plan shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

 Entire Agreement. This Plan contains the entire agreement between the parties hereto with respect to the Merger and supersedes all
prior arrangements or understandings with respect thereto. 
 Amendment. This Plan may not be amended except by a writing signed by
all parties hereto. 
 Counterpart. This Plan may be signed in counterpart and by facsimile signature or other form of electronic
transmission, each of which shall constitute an original and all of which shall constitute one and the same instrument. 
 Governing
Law. This Plan shall be governed by and construed in accordance with the laws of the State of Delaware. 
 [Remainder of page
intentionally left blank; signature page follows.] 

  
 2 













 IN WITNESS WHEREOF, the Surviving Entity and the Merging Company have caused this Agreement
and Plan of Merger to be signed as of the date first set forth above. 
  

			
	NILT, INC.
		
	By:	 	 /s/ Kevin J. Cullum

	Name:	 	Kevin J. Cullum
	Title:	 	Director
	
	NISSAN-INFINITI LT
	
	By: Nissan Motor Acceptance Corporation, as Servicer
		
	By:	 	 /s/ Kevin J. Cullum

	Name:	 	Kevin J. Cullum
	Title:	 	President


 [Signature Page to Agreement and Plan of Merger]