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Nissan Auto Lease Trust 2020-B

Filed: 24 Sep 20, 4:27pm
Table of Contents

Filed Pursuant to Rule 424(b)(5)
Registration Nos. 333-230960
and 333-230960-04

 

Prospectus

 

 

LOGO

$1,275,000,000

Nissan Auto Lease Trust 2020-B

Issuing Entity

Central Index Key Number: 0001822866

 

Nissan Auto Leasing LLC II,

Depositor

Central Index Key Number: 0001244832

  

Nissan Motor Acceptance Corporation,

Servicer/Sponsor

Central Index Key Number: 0001540639

You should review carefully the factors set forth under “Risk Factors” beginning on page 10 of this prospectus.

The main sources for payments of the notes are a selected portfolio of Nissan and Infiniti lease contracts and the related Nissan and Infiniti leased vehicles, payments due on the lease contracts, proceeds from the sale of the leased vehicles, and monies on deposit in a reserve account. The securities are asset-backed securities issued by, and represent obligations of, the issuing entity only and do not represent obligations of or interests in Nissan Motor Acceptance Corporation, Nissan Auto Leasing LLC II or any of their respective affiliates. Neither the securities nor the leases are insured or guaranteed by any governmental agency.

 

 



ASSET-BACKED NOTES

The issuing entity will issue the notes described in the table below.

 

    
    Principal Balance   Interest Rate   Final Scheduled Payment
Date
 

Class A-1 notes

  $162,400,000    0.18250%    October 15, 2021 

Class A-2 notes

  $537,600,000    0.34%    December 15, 2022 

Class A-3 notes

  $479,400,000    0.43%    October 16, 2023 

Class A-4 notes

  $95,600,000    0.49%    January 15, 2026 
  
    Price to Public(1)   Underwriting Discount(1)   Proceeds to
the depositor(1)
 

Per Class A-1 note

   100.00000%    0.120%    99.88000% 

Per Class A-2 note

   99.99487%    0.210%    99.78487% 

Per Class A-3 note

   99.98971%    0.225%    99.76471% 

Per Class A-4 note

   99.97781%    0.360%    99.61781% 

 

(1)   Total price to the public is $1,274,901,877.22, total underwriting discount is $2,746,650.00 and total proceeds to the depositor are $1,272,155,227.22. If all of the classes of notes are not sold at the initial offering price, the underwriter may change the public offering price and the other selling terms.

 

    

  The issuing entity will also issue certificates that represent fractional undivided beneficial ownership interests in the issuing entity, will not bear interest and are not being offered hereby. Some or all of one or more classes of notes may be initially retained by the depositor or conveyed to affiliates of the depositor.

 

  On the closing date, Nissan-Infiniti LT will issue the 2020-B SUBI certificate, which will be transferred to the issuing entity at the time that the issuing entity issues the notes and certificates. The 2020-B SUBI certificate is not being offered to the public under this prospectus.

 

  The notes will accrue interest from and including the closing date.

 

  The principal of and interest on the notes will generally be payable on the 15th day of each month, unless the 15th day is not a business day, in which case payment will be made on the following business day. The first payment will be made on October 15, 2020.

 

  Credit enhancement for the notes will consist of a reserve account and overcollateralization, as described under “Summary—Credit and Cash Flow Enhancement” in this prospectus.
 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

 

BofA Securities Citigroup HSBC SOCIETE GENERALE
BNP PARIBAS Mizuho Securities TD Securities US Bancorp

The date of this prospectus is September 22, 2020


Table of Contents

TABLE OF CONTENTS

 

IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS

   III 

REPORTS TO NOTEHOLDERS

   IV 

SUMMARY

   1 

RISK FACTORS

   10 

OVERVIEW OF THE TRANSACTION

   37 

THE ISSUING ENTITY

   38 

General

   38 

Capitalization and Liabilities of the Issuing Entity

   39 

Property of the Issuing Entity

   39 

THE OWNER TRUSTEE, THE INDENTURE TRUSTEE AND THE TITLING TRUSTEE

   40 

The Owner Trustee

   40 

The Indenture Trustee

   41 

THE TITLING TRUST

   43 

General

   43 

The UTI Beneficiary

   43 

The Titling Trustee

   44 

Property of the Titling Trust

   44 

Lease Origination and the Titling of Vehicles

   44 

THE SUBI

   45 

General

   45 

Transfers of the SUBI Certificate

   45 

THE DEPOSITOR

   46 

THE SPONSOR

   47 

General

   47 

Securitization

   48 

Lease Underwriting Procedures

   49 

Determination of Residual Values

   49 

Lease Return Process and Remarketing

   50 

Leased Vehicle Maintenance

   50 

Methods of Vehicle Disposal

   50 

Insurance on the Leased Vehicles

   51 

Contingent and Excess Liability Insurance

   52 

Collection and Repossession Procedures

   52 

Modifications of the Leases

   53 

Credit Risk Retention

   54 

EU Securitization Regulation

   57 

THE SERVICER

   58 

THE ORIGINATOR

   59 

THE ASSET REPRESENTATIONS REVIEWER

   60 

THE LEASES

   61 

General

   61 

Tangible and Electronic Contracting

   61 

Early Termination

   62 

Credit Termination

   62 

Security Deposits

   63 

Characteristics of the Leases

   63 

Review of Pool Assets

   71 

Asset Level Information

   71 

STATIC POOL INFORMATION

   72 

MATURITY AND PREPAYMENT CONSIDERATIONS

   72 

PREPAYMENTS, DELINQUENCIES, REPOSSESSIONS AND NET LOSSES

   72 

Prepayment Information

   72 

Delinquency, Repossession and Credit Loss Information

   72 

Residual Value Loss Experience

   78 

WEIGHTED AVERAGE LIFE OF THE NOTES

   81 

REPURCHASES AND REPLACEMENTS

   87 

NOTE FACTORS AND TRADING INFORMATION

   87 

USE OF PROCEEDS

   87 

THE NOTES

   87 

General

   87 

Book-Entry Registration

   88 

Definitive Notes

   90 

Noteholder Communication; List of Noteholders

   90 

Payments of Interest

   91 

Principal

   92 

Bankruptcy Provisions

   93 

Notes Owned by the Issuing Entity, the Depositor, the Servicer and their Affiliates

   93 

DESCRIPTION OF THE CERTIFICATES

   94 

General

   94 

Principal

   94 

SECURITY FOR THE NOTES

   94 

General

   94 

The Accounts

   94 

DISTRIBUTIONS ON THE NOTES

   96 

Determination of Available Funds

   96 

Deposits to the Distribution Accounts; Priority of Payments

   97 

Post-Acceleration Priority of Payments

   98 

Payment Date Certificate

   99 

Optional Purchase

   102 

Advances

   102 

Compensation for Servicer and Administrative Agent

   102 

Fees and Expenses

   104 

DESCRIPTION OF THE INDENTURE

   105 

Events of Default

   105 

Remedies Upon an Event of Default

   105 

Certain Covenants

   107 

Replacement of the Indenture Trustee

   108 

Duties of Indenture Trustee

   108 

Compensation and Indemnity

   108 

Access to Noteholder Lists

   109 

Annual Compliance Statement

   109 

Reports and Documents by Indenture Trustee to Noteholders

   109 

Satisfaction and Discharge of Indenture

   110 

Amendment and Notices

   110 

DESCRIPTION OF THE TRUST AGREEMENT

   111 

Authority and Duties of the Owner Trustee

   112 

Restrictions on Actions by the Owner Trustee

   112 

Actions by Certificateholders and Owner Trustee with Respect to Certain Matters

   112 

Restrictions on Certificateholders’ Powers

   113 

Resignation and Removal of the Owner Trustee

   113 

Termination

   113 
 

 

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TABLE OF CONTENTS

(continued)

 

Liabilities and Indemnification

   113 

Amendment

   114 

DESCRIPTION OF THE SUBI TRUST AGREEMENT

   115 

The SUBI, Other SUBIs and the UTI

   115 

Special Obligations of the UTI Beneficiary

   116 

Titling Trustee Duties and Powers; Fees and Expenses

   116 

Resignation and Removal of the Titling Trustee

   117 

Indemnity of Titling Trustee and Trust Agent Termination

   
117
117
 
 

Issuing Entity as Third-Party Beneficiary Amendment

   
117
118
 
 

DESCRIPTION OF THE SERVICING AGREEMENT

   118 

Representations and Warranties; Remedies

   119 

Asset Representations Review

   119 

Requests to Repurchase and Dispute Resolution

   122 

Custody of Lease Documents and Certificates of Title

   123 

Collections

   123 

Sale and Disposition of Leased Vehicles

   125 

Purchase of Leased Vehicles Before Their Lease Maturity Dates

   125 

Notification of Liens and Claims

   125 

Advances

   125 

Insurance on Leased Vehicles

   126 

Realization Upon Liquidated Leases

   127 

Servicer Records, Determinations and Reports .

   127 

Evidence as to Compliance

   127 

Servicing Compensation

   128 

Servicer Resignation and Termination

   128 

Indemnification by and Limitation of Liability of the Servicer

   129 

Servicer Defaults

   129 

Rights Upon Servicer Default

   130 

Removal or Replacement of the Servicer

   130 

Waiver of Past Defaults

   131 

Termination

   131 

Amendment

   131 

DESCRIPTION OF THE TRUST ADMINISTRATION AGREEMENT

   132 

General

   132 

Amendment

   132 

ADDITIONAL LEGAL ASPECTS OF THE TITLING TRUST AND THE SUBI

   132 

The Titling Trust

   132 

Structural Considerations

   133 

Allocation of Titling Trust Liabilities

   133 

The SUBI

   134 

Insolvency Related Matters

   135 

Dodd-Frank Orderly Liquidation Framework

   137 

ADDITIONAL LEGAL ASPECTS OF THE LEASES AND THE LEASED VEHICLES

   140 
 

 

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Important Notice About Information Presented in this Prospectus

We have started this prospectus with two introductory sections describing the issuing entity and the notes in abbreviated form, followed by a more complete description of the terms of the notes. The introductory sections are:

 

 1.

Summary—gives a brief introduction to the notes to be offered; and

 

 2.

Risk Factors—describes briefly some of the risks to investors of a purchase of the notes.

Cross-references are included in this prospectus that direct you to more detailed descriptions of a particular topic. You can also find references to key topics in the Table of Contents in this prospectus.

You can find a listing of the pages where capitalized terms used in this prospectus are defined under the caption “Index of Principal Terms” beginning on page 162 in this prospectus.

You should rely only on the information contained in or incorporated by reference into this prospectus, including any appendices hereto. We have not authorized anyone to give you different information. We make no claim with respect to the accuracy of the information in this prospectus as of any date other than the date stated on the cover page. We are not offering the notes in any jurisdiction where it is not permitted.

If you have received a copy of this prospectus in electronic format, and if the legal prospectus delivery period has not expired, you may obtain a paper copy of this prospectus from the depositor upon written request to One Nissan Way, Room 5-124, Franklin, Tennessee 37067, or from the underwriters upon request.

In this prospectus, the terms “we,” “us” and “our” refer to Nissan Auto Leasing LLC II.

Whenever we use words like “intends,” “anticipates” or “expects,” or similar words in this prospectus, we are making a forward-looking statement, or a projection of what we think will happen in the future. Forward-looking statements are inherently subject to a variety of circumstances, many of which are beyond our control and could cause actual results to differ materially from what we anticipate. Any forward-looking statements in this prospectus speak only as of the date of this prospectus. We do not assume any responsibility to update or review any forward-looking statement contained in this prospectus to reflect any change in our expectation about the subject of that forward-looking statement or to reflect any change in events, conditions or circumstances on which we have based any forward-looking statement, except to the extent required by law.

 

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Reports to Noteholders

After the notes are issued, unaudited monthly reports containing information concerning the issuing entity, the notes, the leases and the leased vehicles will be prepared by Nissan Motor Acceptance Corporation (“NMAC”), and sent on behalf of the issuing entity to the indenture trustee, who will forward the same to Cede & Co. (“Cede”), as nominee of The Depository Trust Company (“DTC”).

The indenture trustee will also make such reports available to noteholders each month via its Internet website, which is presently located at https://pivot.usbank.com. Assistance in using this Internet website may be obtained by calling the indenture trustee’s customer service desk at (800) 934-6802. The indenture trustee will notify the noteholders in writing of any changes in the address or means of access to the Internet website where the reports are accessible.

The reports do not constitute financial statements prepared in accordance with generally accepted accounting principles. NMAC, the depositor and the issuing entity do not intend to send any of their financial reports to the beneficial owners of the notes. The issuing entity will file with the Securities and Exchange Commission (the “SEC”) all required annual reports on Form 10-K, distribution reports on Form 10-D, monthly asset data files on Form ABS-EE and current reports on Form 8-K. Those reports will be filed with the SEC under the name “Nissan Auto Lease Trust 2020-B” and file number 333-230960-04. The issuing entity incorporates by reference any current reports on Form 8-K filed after the date of this prospectus by or on behalf of the issuing entity before the termination of the offering of the notes. The issuing entity’s annual reports on Form 10-K, distribution reports on Form 10-D, monthly asset data files on Form ABS-EE and current reports on Form 8-K, and amendments to those reports filed with, or otherwise furnished to, the SEC will not be made available on NMAC’s website because those reports are made available to the public on the SEC’s website referred to below.

The depositor and Nissan-Infiniti LT have filed with the SEC a Registration Statement on Form SF-3 that includes this prospectus and certain amendments and exhibits under the Securities Act of 1933, as amended, relating to the offering of the notes described herein. This prospectus does not contain all of the information in the Registration Statement. As a recipient of this prospectus, you may request a copy of any document we incorporate by reference excluding any exhibit to such document (unless such exhibit is specifically incorporated by reference in that document) free of charge, by writing or calling: Nissan Motor Acceptance Corporation, One Nissan Way, Franklin, Tennessee 37067, Attention: Treasury Department, telephone 615-725-1000. The SEC maintains a website (http://www.sec.gov) that contains reports, registration statements, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

 

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NOTICE TO RESIDENTS OF THE UNITED KINGDOM

THIS PROSPECTUS MAY ONLY BE COMMUNICATED OR CAUSED TO BE COMMUNICATED IN THE UNITED KINGDOM TO PERSONS HAVING PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND QUALIFYING AS INVESTMENT PROFESSIONALS UNDER ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “ORDER”), OR TO PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER OR TO ANY OTHER PERSON TO WHOM THIS PROSPECTUS MAY OTHERWISE LAWFULLY BE COMMUNICATED OR CAUSED TO BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”).

NEITHER THIS PROSPECTUS NOR THE NOTES ARE OR WILL BE AVAILABLE IN THE UNITED KINGDOM TO PERSONS WHO ARE NOT RELEVANT PERSONS AND THIS PROSPECTUS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS IN THE UNITED KINGDOM WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR ACTIVITY TO WHICH THIS PROSPECTUS RELATES IS AVAILABLE IN THE UNITED KINGDOM ONLY TO RELEVANT PERSONS AND WILL, IN THE UNITED KINGDOM, BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THE COMMUNICATION OF THIS PROSPECTUS TO ANY PERSON IN THE UNITED KINGDOM WHO IS NOT A RELEVANT PERSON IS UNAUTHORIZED AND MAY CONTRAVENE THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED (THE “FSMA”).

NOTICE TO RESIDENTS OF THE EUROPEAN ECONOMIC AREA AND THE UNITED KINGDOM

THE NOTES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EUROPEAN ECONOMIC AREA OR IN THE UNITED KINGDOM. FOR THESE PURPOSES, A RETAIL INVESTOR MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF DIRECTIVE 2014/65/EU, AS AMENDED (“MIFID II”); OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE (EU) 2016/97 (AS AMENDED), WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II; OR (III) NOT A QUALIFIED INVESTOR AS DEFINED IN THE PROSPECTUS REGULATION (AS DEFINED BELOW) (A “QUALIFIED INVESTOR”). CONSEQUENTLY NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014, AS AMENDED (THE “PRIIPS REGULATION”) FOR OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EUROPEAN ECONOMIC AREA OR IN THE UNITED KINGDOM HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EUROPEAN ECONOMIC AREA OR IN THE UNITED KINGDOM MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION.

THIS PROSPECTUS IS NOT A PROSPECTUS FOR THE PURPOSE OF THE PROSPECTUS REGULATION. THIS PROSPECTUS HAS BEEN PREPARED ON THE BASIS THAT ANY OFFER OF NOTES IN THE EUROPEAN ECONOMIC AREA OR IN THE UNITED KINGDOM WILL BE MADE ONLY TO A QUALIFIED INVESTOR. ACCORDINGLY, ANY PERSON MAKING OR INTENDING TO MAKE AN OFFER IN THE EUROPEAN ECONOMIC AREA OR IN THE UNITED KINGDOM OF NOTES WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED IN THIS PROSPECTUS MAY ONLY DO SO TO ONE OR MORE QUALIFIED INVESTORS. NONE OF THE ISSUING ENTITY, THE DEPOSITOR OR ANY OF THE UNDERWRITERS HAS AUTHORIZED, NOR DO THEY AUTHORIZE, THE MAKING OF ANY OFFER OF NOTES IN THE EUROPEAN ECONOMIC AREA OR IN THE UNITED KINGDOM TO ANY PERSON OR LEGAL ENTITY OTHER THAN A QUALIFIED INVESTOR. THE EXPRESSION “PROSPECTUS REGULATION” MEANS REGULATION (EU) 2017/1129 (AS AMENDED).

 

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TRANSACTION OVERVIEW

LOGO

 

The special unit of beneficial interest, or “SUBI,” represents a beneficial interest in a pool of closed-end vehicle leases and the related Nissan and Infiniti leased vehicles that are owned by the titling trust

The UTI represents titling trust assets not allocated to the SUBI or any other special unit of beneficial interest similar to the SUBI

The issuing entity has no rights in either the UTI assets or the assets of any other SUBI

 

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FLOW OF FUNDS*

 

LOGO

 

*

This chart provides only a simplified overview of the priority of the monthly distributions. The order in which funds will flow each month as indicated above is applicable for so long as no event of default has occurred and the notes have not been accelerated. For more detailed information or for information regarding the flow of funds upon the occurrence of an event of default and acceleration of the notes, please refer to “Distributions on the Notes—Post-Acceleration Priority of Payments” in this prospectus for a further description.

 

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SUMMARY

This summary highlights selected information from this prospectus and may not contain all of the information that you need to consider in making your investment decision. This summary provides an overview of certain information to aid your understanding and is qualified in its entirety by the full description of this information appearing elsewhere in this prospectus. You should carefully read this prospectus in its entirety to understand all of the terms of the offering.

 

Issuing Entity  Nissan Auto Lease Trust 2020-B, or the “issuing entity.” The issuing entity was established by a trust agreement dated as of August 31, 2020, as amended and restated as of the closing date, and will be the entity that issues the notes and the certificates.
Depositor  Nissan Auto Leasing LLC II, or the “depositor.” You may contact the depositor by mail at One Nissan Way, Room 5-124, Franklin, Tennessee 37067 or by calling (615) 725-1121.
Sponsor, Servicer and Administrative Agent  Nissan Motor Acceptance Corporation, or “NMAC.”
Indenture Trustee  U.S. Bank National Association, or the “indenture trustee.”
Owner Trustee  Wilmington Trust, National Association, or the “owner trustee.”
Asset Representations Reviewer  Clayton Fixed Income Services LLC, or the “asset representations reviewer.”
Titling Trust (also the Issuing Entity with respect to the 2020-B SUBI certificate)  Nissan-Infiniti LT.
Titling Trustee  NILT, Inc., or the “titling trustee.”
UTI Beneficiary  NILT Trust.
Cutoff Date  Close of business on August 31, 2020.
Closing Date  On or about September 29, 2020.

 

Offered Notes

The notes will consist of the Class A-1 notes, the Class A-2 notes, the Class A-3 notes and the Class A-4 notes, as described on the cover page of this prospectus.

One or more classes of notes may be retained in whole or in part by the depositor or conveyed to an affiliate of the depositor.

Certificates

The issuing entity will also issue certificates, which represent 100% of the undivided beneficial interest in the issuing entity. The issuing entity is not offering

the certificates hereby. All of the certificates will initially be issued to the depositor but may be sold or otherwise transferred by the depositor on or after the closing date. However, the portion of certificates retained by the depositor to satisfy U.S. and EU credit risk retention rules will not be sold or transferred except as permitted under those rules. See

The Sponsor—Credit Risk Retention” and “—EU Securitization Regulation” in this prospectus.

The certificates will represent fractional undivided interests in the issuing entity and will not bear interest. The issuing entity will not make any distributions to the holders of the certificates on any payment date until all interest on and principal of the

 

 

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notes that is due and payable on that payment date has been paid in full.

Terms of the Notes

Payment Dates:

Interest on and principal of each class of notes will be payable on the 15th day of each month, unless the 15th day is not a business day, in which case the payment will be made on the following business day. The first payment date will be on October 15, 2020.

Denominations:

The notes will be issued in minimum denominations of $25,000 and integral multiples of $1,000 in excess thereof.

Per annum interest rates:

Each class of notes will have a fixed rate of interest, as follows:

 

Class

  Interest Rate 

Class A-1 notes:

   0.18250

Class A-2 notes:

   0.34

Class A-3 notes:

   0.43

Class A-4 notes:

   0.49

Accrual Periods and Payments:

The issuing entity will pay interest on the notes monthly, on the 15th day of each month (or, if that day is not a business day, on the next business day), which we refer to as the “payment date.” The first payment date is October 15, 2020. On each payment date, payments on the notes will be made to holders of record as of the last business day preceding that payment date (except in limited circumstances where definitive notes are issued), which we refer to as the “record date.”

 

  Interest on the Class A-1 notes will accrue from and including the prior payment date (or, with respect to the first payment date, from and including the closing date) to but excluding the following payment date.

 

  Interest on the Class A-2 notes, the Class A-3 notes and the Class A-4 notes will accrue from and including the 15th day of the calendar month preceding each payment date (or, with respect to the first payment date, from and including the closing date) to but excluding the 15th day of the month in which such payment date occurs.
  Interest accrued as of any payment date but not paid on that payment date will be payable on the next payment date, together with interest on such amount at the applicable interest rate (to the extent lawful).

 

  The issuing entity will pay interest on the Class A-1 notes on the basis of the actual number of days elapsed during the period for which interest is payable and a 360-day year. This means that the interest due on each payment date for the Class A-1 notes will be the product of (i) the outstanding principal balance of the Class A-1 notes before giving effect to any payments made on that payment date, (ii) the applicable interest rate and (iii) the actual number of days from and including the previous payment date (or, in the case of the first payment date, from and including the closing date) to but excluding the current payment date divided by 360.

 

  The issuing entity will pay interest on the Class A-2 notes, the Class A-3 notes and the Class A-4 notes on the basis of a 360-day year consisting of twelve 30-day months. This means that the interest due on each payment date for the Class A-2 notes, the Class A-3 notes and the Class A-4 notes will be the product of (i) the outstanding principal balance of the related class of notes before giving effect to any payments made on that payment date, (ii) the applicable interest rate and (iii) 30 (or, in the case of the first payment date, the number of days from and including the closing date to but excluding October 15, 2020 (assuming a 30 day calendar month)), divided by 360.

 

  Interest payments on all classes of notes will have the same priority.

 

  Interest payments on each class of notes will be paid on a pro rata basis.

Principal:

Principal of the notes will be payable on each payment date (other than after the occurrence of an event of default under the indenture and an acceleration of the notes (unless and until the acceleration has been rescinded)) to the Class A-1 notes, until the principal balance thereof is reduced to zero, then to the Class A-2 notes, until the amount thereof is reduced to zero, then to the Class A-3 notes, until the amount thereof is reduced to zero and then to the Class A-4 notes, until the amount thereof is reduced to zero.

Principal payments on the notes will be made from all available amounts after the servicing fee has been

 

 

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paid, certain advances have been reimbursed and after payment of interest on the notes.

Interest and Principal Payments after an Event of Default and Acceleration of the Notes:

On each payment date after the occurrence of an event of default under the indenture and an acceleration of the notes (unless and until the acceleration has been rescinded), available amounts (after the servicing fee has been paid to the servicer and fees and expenses have been paid to the indenture trustee, the owner trustee and the asset representations reviewer) will be applied to pay: (a) first, interest on the Class A-1 notes, the Class A-2 notes, the Class A-3 notes and the Class A-4 notes, on a pro rata basis, based on the amount of the noteholders’ interest distributable amount due to such class, until the accrued interest on such classes has been paid in full, (b) second, principal of the Class A-1 notes, until the outstanding principal balance of the Class A-1 notes has been paid in full, and (c) third, principal of the Class A-2 notes, the Class A-3 notes and the Class A-4 notes, on a pro rata basis, based on the respective outstanding principal balances of those classes of notes, until the outstanding principal balances of those classes of notes have been paid in full.

Final Scheduled Payment Dates:

The outstanding principal balance of each class of notes will be due on the final scheduled payment date for that class listed below:

 

Class

  Final Scheduled
Payment Date
 

A-1

   October 15, 2021 

A-2

   December 15, 2022 

A-3

   October 16, 2023 

A-4

   January 15, 2026 

For more detailed information concerning payments of principal, you should refer to The Notes—Principal and Distributions on the Notes in this prospectus.

Priority of Payments

On each payment date prior to an acceleration of the notes (or after any such acceleration has been rescinded), the servicer will allocate available amounts with respect to the related collection period as described below and will instruct the indenture trustee (or, if the notes have been paid in full, the owner trustee) to make the following deposits and distributions, to the extent of available amounts on deposit in the collection account for such payment date, in the following order of priority:

  to the servicer, for reimbursement of any outstanding advances,

 

  to the servicer, the servicing fees, together with any unpaid servicing fees in respect of one or more prior collection periods,

 

  on a pro rata basis (based on the amounts due to each class) to the noteholders, interest on the notes,

 

  to the noteholders, principal on the notes in the amounts and priority described under “The Notes—Principal,”

 

  to the reserve account, an amount, if any, necessary to increase the balance of funds therein to the reserve account requirement,

 

  to the indenture trustee, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the indenture but only to the extent that such fees, expenses or indemnity payments have been outstanding for at least 60 days,

 

  to the owner trustee, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the trust agreement but only to the extent that such fees, expenses or indemnity payments have been outstanding for at least 60 days,

 

  to the asset representations reviewer, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the asset representations review agreement but only to the extent that such fees, expenses or indemnity payments have been outstanding for at least 60 days, and

 

  to the certificate distribution account for distribution to the certificateholders, any remaining amounts.

Advances

The servicer is required to advance to the issuing entity (i) lease payments that are due but unpaid by the lessees and (ii) estimated proceeds from expected sales on leased vehicles for which the related leases have terminated during the related collection period. The servicer will not be required to make any advance if it determines that it will not be able to recover an advance from future payments on the

 

 

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related lease or disposition proceeds of the related leased vehicle.

For more detailed information on advances and reimbursement of advances, you should refer to “Description of the Servicing Agreement—Advances” in this prospectus.

Events of Default

The occurrence and continuation of any of the following events will be an “event of default” under the indenture:

 

  the issuing entity fails to pay interest on any note within five days after such interest is due;

 

  the issuing entity fails to pay the principal of any note in full on its final scheduled payment date or redemption date;

 

  the issuing entity materially defaults in the observance or performance of any covenant or agreement of the issuing entity, or any representation or warranty of the issuing entity made in the indenture or in any certificate or other writing delivered under the indenture that proves to have been inaccurate in any material respect at the time made, which default or inaccuracy materially and adversely affects the interests of the noteholders, and the continuation of that default or inaccuracy for a period of 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a majority of the outstanding principal balance of the notes, voting as a single class, consent to such longer cure period) after written notice thereof is given to the issuing entity by the indenture trustee or to the issuing entity and the indenture trustee by the holders of notes holding not less than the majority of the aggregate outstanding principal balance of the notes, voting as a single class; or

 

  certain events of bankruptcy, insolvency, receivership or liquidation of the issuing entity (which, if involuntary, remains unstayed for more than 90 days).

If an event of default occurs and is continuing, the indenture trustee or holders of at least a majority of the outstanding principal balance of the notes, voting as a single class, may declare the principal of the notes and all accrued and unpaid interest thereon immediately due and payable. That declaration, under

limited circumstances, may be rescinded by the holders notes voting as a single class. After an event of default and the acceleration of the notes (unless and until such acceleration has been rescinded), funds on deposit in the collection account and the reserve account will be applied to pay principal of and interest on the notes in the order and amounts specified “Distributions on the NotesDeposits to the Distribution Accounts; Priority of Payments” in this prospectus. In addition, after an event of default and acceleration of the notes, the indenture trustee or the noteholders may elect to exercise certain remedies described in “Description of the Indenture—Remedies Upon an Event of Default.”

For more detailed information regarding the events constituting an event of default and the remedies available following such default, you should refer to Description of the Indenture—Events of Default” and —Remedies Upon an Event of Default in this prospectus.

The SUBI Certificate

Motor vehicle dealers in the NMAC network of dealers have assigned closed-end retail lease contracts and have sold the related Nissan and Infiniti leased vehicles—which may include Nissan and Infiniti automobiles, minivans, sport utility vehicles and light-duty trucks—to Nissan-Infiniti LT. The leases have been underwritten using the underwriting criteria described in this prospectus under “The Sponsor—Lease Underwriting Procedures.”

On or before the closing date, Nissan-Infiniti LT will establish a special unit of beneficial interest, which is also called a “SUBI” and allocate to such SUBI (the “2020-B SUBI”) leases and related leased vehicles owned by Nissan-Infiniti LT. Each lease and the related leased vehicle allocated to the 2020-B SUBI will be selected based on the eligibility criteria as described under “Characteristics of the Leases—General” in this prospectus.

The 2020-B SUBI will be represented by a SUBI certificate representing a beneficial interest in the 2020-B SUBI (the “2020-B SUBI certificate”). Upon the creation of the 2020-B SUBI, Nissan-Infiniti LT will issue the 2020-B SUBI certificate to NILT Trust, as UTI Beneficiary. NILT Trust, as UTI Beneficiary, will then sell the 2020-B SUBI certificate to Nissan Auto

 

 

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Leasing LLC II pursuant to a SUBI certificate transfer agreement. The 2020-B SUBI certificate will be resold by Nissan Auto Leasing LLC II to the issuing entity pursuant to a trust SUBI certificate transfer agreement in exchange for the notes and certificates issued by the issuing entity.

The 2020-B SUBI certificate will evidence an indirect beneficial interest, rather than a direct ownership interest, in the related SUBI assets. By holding the 2020-B SUBI certificate, the issuing entity will receive an amount equal to all payments made on or in respect of the SUBI assets, except as described under “Risk Factors—Interests of other persons in the leases and the leased vehicles could be superior to the issuing entity’s interest, which may result in delayed or reduced payment on your notes in this prospectus. Payments made on or in respect of all other titling trust assets will not be available to make payments on the notes and the certificates. The 2020-B SUBI certificate is not offered to you under this prospectus.

Assets of the Issuing Entity

The primary assets of the issuing entity will consist of the 2020-B SUBI certificate representing the beneficial interest in a pool of closed-end Nissan and Infiniti leases, the related Nissan and Infiniti leased vehicles and related assets, including the right to receive all monthly payments under the leases and the amounts realized from all sales of the related leased vehicles received in each case after the close of business on August 31, 2020 (the “cutoff date”), together with amounts in various accounts, including a reserve account.

The leases and the related leased vehicles allocated to the 2020-B SUBI will have the following characteristics as of the close of business on the cutoff date:

 

  an aggregate securitization value of $1,526,947,713.40,

 

  an aggregate discounted base residual value of the related leased vehicles of $914,962,273.81 (approximately 59.92% of the aggregate securitization value),

 

  a weighted average original lease term of approximately 37 months, and

 

  a weighted average remaining term to scheduled maturity of approximately 25 months.

The securitization value of each lease and the related leased vehicle will be the sum of the present value, discounted at the securitization rate of 7.00%, of (i) the remaining monthly payments payable under

the lease, and (ii) the base residual of the leased vehicle.

The base residual is the lowest of (a) the residual value of the related leased vehicle at the scheduled termination of the lease established by Automotive Lease Guide in August 2020 as a “mark-to-market” value without making a distinction between value adding options and non-value adding options, (b) the residual value of the related leased vehicle at the scheduled termination of the lease established by Automotive Lease Guide in August 2020 as a “mark-to-market” value giving only partial credit or no credit for options that add little or no value to the resale price of the vehicle, and (c) the residual value of the related leased vehicle at the scheduled termination of the lease established or assigned by NMAC at the time of origination of the lease.

As described in “The Sponsor—Lease Underwriting Procedures,” under NMAC’s origination process, credit applications are evaluated by NMAC’s computer auto-decisioning system and are either automatically approved, automatically rejected or forwarded for review by an NMAC credit analyst based on NMAC’s auto-decisioning system. Applications that are not either automatically approved or automatically rejected are ultimately reviewed by an NMAC credit analyst with appropriate approval authority. 36,597 leases having an aggregate securitization value of $736,833,510.52 (approximately 48.26% of the aggregate securitization value of the pool of leases and the related leased vehicles allocated to the 2020-B SUBI as of the cutoff date) were automatically approved by NMAC’s auto-decisioning system, while 37,692 leases having an aggregate securitization value of $790,114,202.88 (approximately 51.74% of the aggregate securitization value of the pool of leases and the related leased vehicles allocated to the 2020-B SUBI as of the cutoff date) were evaluated and approved by an NMAC credit analyst with appropriate authority in accordance with NMAC’s written underwriting guidelines. NMAC does not consider any of the leases in the pool of leases and the related leased vehicles described in this prospectus to constitute exceptions to NMAC’s written underwriting guidelines.

For more information regarding the issuing entity’s property, you should refer to The Issuing Entity—Property of the Issuing Entity,” The SUBI and “The Leases in this prospectus.

 

 

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Representations and Warranties

NMAC will make certain representations and warranties regarding the characteristics of the leases as of the cutoff date. A breach of one or more of these representations may, subject to certain conditions, result in NMAC being obligated to repurchase the related lease and leased vehicle, reallocate them to the UTI and make a corresponding payment to the issuing entity. See “Description of the Servicing Agreement—Purchase of Leased Vehicles Before Their Lease Maturity Dates.” This obligation will constitute the sole remedy available to the noteholders or the issuing entity for any uncured breach of those representations and warranties, although the repurchase obligation may be enforced through dispute resolution, as described below.

If the depositor, the issuing entity, the owner trustee (acting at the direction of a certificateholder), the indenture trustee (acting at the direction of an investor) or an investor requests that NMAC reallocate and repurchase any lease due to a breach of representation or warranty as described above, and the request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the requesting party within 180 days of the receipt of notice of the request by NMAC, the requesting party will have the right to refer the matter, at its discretion, to either mediation or third-party arbitration. The terms of the mediation or arbitration, as applicable, are described under “Description of the Servicing Agreement—Requests to Repurchase and Dispute Resolution” in this prospectus.

Review of Asset Representations

If the aggregate amount of delinquent leases exceeds the threshold set forth in “Description of the Servicing Agreement—Asset Representations Review” in this prospectus, then, subject to the conditions specified therein, investors representing at least a majority of the voting investors, voting as a single class, may direct the asset representations reviewer to perform a review of the delinquent leases for compliance with the representations and warranties made by NMAC. See “Description of the Servicing Agreement—Asset Representations Review” in this prospectus.

Servicing/Administration

NMAC will service the titling trust assets, including the SUBI assets. In addition, NMAC will perform the administrative obligations required to be performed by the issuing entity or the owner trustee under the indenture, the trust agreement and certain other basic

documents. On each payment date, NMAC will be paid a fee for performing its servicing and administrative obligations in an amount equal to one-twelfth of 1.00% of the aggregate securitization value of the leases and leased vehicles allocated to the 2020-B SUBI certificate at the beginning of the preceding month, or in the case of the first payment date, at the cutoff date. As additional compensation, the servicer will be entitled to retain administrative fees charged to lessees (to the extent not needed for payment of insurance premiums, taxes or similar charges for the leased vehicles) if any, and any income from investment of funds on deposit in the collection account and the reserve account. The servicing fee will be payable from amounts collected under the leases and amounts realized from sales of the related leased vehicles, and will be paid to the servicer prior to the payment of principal of and interest on the notes.

You should refer to Distributions on the Notes—Compensation for Servicer and Administrative Agent in this prospectus for more detailed information regarding the servicing fees to be paid to NMAC.

Credit and Cash Flow Enhancement

The enhancement for the notes will be overcollateralization and the reserve account. The enhancement is intended to protect you against losses and delays in payments on your notes by absorbing losses on the leases and other shortfalls in cash flows.

Overcollateralization:

Overcollateralization is the amount by which the aggregate securitization value exceeds the aggregate outstanding principal balance of the notes. Overcollateralization means that there will be additional assets generating collections that will be available to cover credit losses on the leases. The initial amount of overcollateralization will be $251,947,713.40, which is approximately 16.50% of the aggregate securitization value of the pool of leases and the related leased vehicles allocated to the 2020-B SUBI as of the cutoff date.

The Reserve Account:

The servicer, on behalf of the issuing entity, will establish a reserve account in the name of the indenture trustee. The reserve account will be funded as follows:

 

  

on the closing date, the depositor will make an initial deposit into the reserve account of an amount equal to $7,634,738.57, which is approximately 0.50% of the aggregate

 

 

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securitization value of the pool of leases and the related leased vehicles allocated to the 2020-B SUBI as of the cutoff date; and

 

  thereafter, on each payment date while the notes remain outstanding, the “reserve account requirement” will be 0.50% of the aggregate securitization value of the pool of leases and the related leased vehicles as of the cutoff date; provided, however, that on any payment date (after taking into account all distributions from the SUBI Collection Account on such date) on which the note balance is zero, the “reserve account requirement” will be an amount equal to $0. On each payment date, excess collections remaining after payment of the servicing fee, reimbursement of servicer advances and payment of principal of and interest on the notes will be deposited into the reserve account to fund and maintain the reserve account requirement.

On each payment date, after all appropriate deposits and withdrawals are made to and from the reserve account, any amounts on deposit in the reserve account in excess of the reserve account requirement will be released to the holders of the certificates, as beneficial owners of the issuing entity.

Funds in the reserve account on each payment date will be available to cover shortfalls in payments on the notes until the amount on deposit in the reserve account is zero. The reserve account will be pledged to the indenture trustee to secure repayment of the notes. See “Distributions on the Notes—Deposits to the Distribution Accounts; Priority of Payments” in this prospectus.

For more information regarding the reserve account, you should refer to “Security for the Notes—The Accounts—The Reserve Account” in this prospectus.

Optional Purchase

NMAC, as servicer, has the option to purchase or cause to be purchased all of the assets of the issuing entity on any payment date on which the aggregate securitization value of the leases and leased vehicles allocated to the 2020-B SUBI is less than or equal to 10% of the initial aggregate securitization value of the leases and leased vehicles allocated to the 2020-B SUBI as of the cutoff date. If the servicer exercises this option, any notes that are outstanding at that time will be prepaid in whole at a redemption price equal to their unpaid principal balance plus accrued and unpaid interest.

For more information regarding the optional purchase, you should refer to “Distributions on the Notes—Optional Purchase” in this prospectus.

Tax Status

On the closing date, Mayer Brown LLP, special federal tax counsel to the issuing entity, will deliver an opinion, subject to the assumptions and qualifications therein, to the effect that the notes (other than such notes beneficially owned by the issuing entity or a person treated as the same person as the issuing entity for U.S. federal income tax purposes) will be characterized as debt for U.S. federal income tax purposes and that the issuing entity will not be classified as an association or publicly traded partnership taxable as a corporation. At closing, the issuing entity will be disregarded as separate from the depositor for U.S. federal income tax purposes but may be treated as a partnership should the depositor transfer any of the certificates to another party (that is not treated as the same person as the depositor for U.S. federal income tax purposes) or should any of the notes be characterized by the Internal Revenue Service as equity of the issuing entity.

The depositor will agree, and the noteholders and beneficial owners will agree by accepting the notes or a beneficial interest therein, to treat the notes as debt for U.S. federal, state and local income and franchise tax purposes.

We encourage you to consult your own tax advisor regarding the U.S. federal income tax consequences of the purchase, ownership and disposition of the notes and the tax consequences arising under the laws of any state or other taxing jurisdiction.

You should refer to “Material U.S. Federal Income Tax Consequences” in this prospectus.

U.S. Employee Benefit Plan Considerations

Subject to the considerations discussed under “Certain U.S. Employee Benefit Plan Considerations,” the notes may be acquired with the assets of an “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of ERISA, a “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”) that is subject to Section 4975 of the Code, or any entity deemed to hold plan assets of either of the foregoing (each a “Benefit Plan Investor”), as well as “governmental plans” (as defined in Section 3(32) of ERISA) or any other employee benefit plans or plans that are not subject to Title I of ERISA or Section 4975 of the Code and any entity deemed to hold plan assets of the foregoing (collectively, with Benefit Plan Investors,

 

 

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referred to as “Plans”). Fiduciaries of Plans are urged to carefully review the matters discussed in this prospectus and consult with their legal advisors before making a decision to invest in the notes. SeeCertain U.S. Employee Benefit Plan Considerations.”

Money Market Investment

The Class A-1 notes have been structured to be “eligible securities” for purchase by money market funds under Rule 2a-7 under the Investment Company Act of 1940, as amended. Rule 2a-7 includes additional criteria for investments by money market funds, including requirements and classifications relating to portfolio credit risk analysis, maturity, liquidity and risk diversification. It is the responsibility solely of the money market fund and its adviser to satisfy those requirements. Money market funds contemplating a purchase of the Class A-1 notes are encouraged to consult their counsel before making a purchase.

Certain Investment Considerations

The issuing entity will be structured so as not to constitute a “covered fund” as defined in the final regulations issued December 10, 2013 implementing the statutory provision commonly known as the “Volcker Rule” (Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act).

Ratings

NMAC, as sponsor, expects that the notes will receive credit ratings from two nationally recognized statistical rating organizations hired by the sponsor to assign ratings on the notes (the “hired rating agencies”). The ratings of the notes will address the likelihood of payment of principal and interest on the notes according to their terms. Although the hired rating agencies are not contractually obligated to do so, we believe that each hired rating agency rating the notes will monitor the ratings using its normal surveillance procedures. Any hired rating agency may change or withdraw an assigned rating at any time. In addition, a rating agency not hired by the sponsor to rate the transaction may provide an unsolicited rating that differs from (or is lower than) the ratings provided by the hired rating agencies. Any rating action taken by a rating agency, whether hired or otherwise, may not necessarily be taken by any other rating agency. No transaction party will be responsible for monitoring any changes to the ratings on the notes. See “Risk Factors—A reduction, withdrawal or qualification of the ratings on your

notes, or the issuance of unsolicited ratings on your notes could adversely affect the market value of your notes and/or limit your ability to resell your notes” in this prospectus.

Credit Risk Retention

The depositor, a wholly owned subsidiary of NMAC, will be the initial holder of the issuing entity’s certificates. NMAC, as sponsor, through its ownership of the depositor, intends to retain an interest in the transaction in the form of the certificates. The certificates represent 100% of the beneficial interest in the issuing entity. For a description of the issuing entity’s assets and liabilities as of the closing date, see “The Issuing Entity—Capitalization and Liabilities of the Issuing Entity” in this prospectus.

Pursuant to the SEC’s credit risk retention rules, codified at 17 C.F.R. Part 246 (“Regulation RR”), NMAC, as sponsor, is required to retain an economic interest in the credit risk of the leases and leased vehicles, either directly or through a majority-owned affiliate. NMAC intends to satisfy this obligation through the retention by the depositor, its wholly-owned affiliate, of an “eligible horizontal residual interest” in an amount equal to at least 5% of the fair value of all of the notes and certificates issued by the issuing entity.

The eligible horizontal residual interest retained by the depositor will consist of the issuing entity’s certificates. NMAC expects such certificates to have a fair value of approximately $303,739,907.77, which is approximately 19.24% of the fair value of all of the notes and certificates issued by the issuing entity. For a description of the valuation methodology used to calculate the fair value of the notes and certificates and of the eligible horizontal residual interest set forth in the preceding sentences, see “The Sponsor—Credit Risk Retention” in this prospectus.

The depositor may transfer all or a portion of the eligible horizontal residual interest to another majority-owned affiliate of NMAC on or after the closing date.

The depositor does not intend to transfer or hedge any portion of the depositor’s retained economic interest that is intended to satisfy the requirements of Regulation RR except as permitted under Regulation RR.

EU Securitization Regulation

On the closing date, NMAC, as “originator,” will agree to retain, upon issuance of the notes and on an

 

 

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ongoing basis, a material net economic interest of not less than 5% in the securitization transaction described in this prospectus, in the form of retention of the first loss tranche in accordance with the text of option (d) of Article 6(3) of the EU Securitization Regulation (as supplemented by Article 8 of Regulation (EU) No 625/2014) as in effect on the closing date, by holding all the membership interest in the depositor (or one or more other wholly-owned special purpose subsidiaries of NMAC), which in turn will retain a portion of the certificates to be issued by the issuing entity, such portion representing at least 5% of the nominal value of the securitized exposures.

The transaction described in this prospectus is not being structured to ensure compliance by any person with the transparency requirements in Article 7 of the EU Securitization Regulation.

Except as described herein, no party to the transaction described in this prospectus intends to take or refrain from taking any action with regard to such transaction in a manner prescribed or contemplated by the EU Securitization Rules, or to take any action for purposes of, or in connection with, facilitating or enabling the compliance by any investor with the EU Due Diligence Requirements.

Each prospective investor is required to independently assess and determine whether the undertaking by NMAC to retain a material net economic interest of not less than 5% in the securitization transaction as described above and in this prospectus generally, the other information in this prospectus and the information to be provided in the monthly reports to noteholders and in the Payment Date Certificates are sufficient for the purposes of complying with the EU Due Diligence Requirements and any corresponding national measures which may be relevant, and none of NMAC, the depositor, the sponsor, the underwriters or any of their respective affiliates or any other party to the transaction described in this prospectus makes any representation that the information described above or in this prospectus generally is sufficient in all circumstances for such purposes or any other purpose or that the structure of the notes, NMAC (including its holding of a material net economic interest of not less than 5% in the securitization transaction as described above and in this prospectus generally) and the transactions described herein are compliant with the EU Securitization Rules or any other applicable legal or regulatory or other requirements and no such person shall have any liability to any prospective investor or any other

person with respect to any deficiency in such information or any failure of the transactions or structure contemplated hereby to comply with or otherwise satisfy such requirements, any subsequent change in law, rule or regulation or any other applicable legal, regulatory or other requirements. See “The Sponsor—EU Securitization Regulation” and “Underwriting—Requirements for Certain European Regulated Investors and Affiliates” in this prospectus.

Registration under the Securities Act

The depositor has filed a registration statement relating to the notes with the SEC on Form SF-3. The depositor has met the requirements for registration on Form SF-3 contained in General Instruction I.A.1 to Form SF-3.

 

 

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RISK FACTORS

You should consider the following risk factors in deciding whether to purchase the notes of any class.

 

Adverse events arising from the global Coronavirus outbreak could result in delays in payment or losses on your notes  

An outbreak of Coronavirus Disease 2019 (“COVID-19”) has spread throughout the world, including to the United States. The outbreak has been declared to be a public health emergency of international concern by the World Health Organization, and the President of the United States has made a declaration of a national emergency under the Robert T. Stafford Disaster Relief and Emergency Assistance Act. A significant number of countries and the majority of state governments have also made emergency declarations related to the outbreak and have attempted to slow community spread of the virus by providing social distancing guidelines, issuing stay-at-home orders and mandating the closure of certain non-essential businesses. The outbreak has led, and will likely continue to lead, to disruptions in global financial markets and the economies of many nations and is resulting in adverse impacts on the economy of the United States (which include a general curtailment of business activity and significant increase in unemployment) and the global economy in general.

 

The long-term impacts of social, economic and financial disruptions caused by the outbreak of COVID-19 are unknown. While the U.S. Federal Reserve has implemented emergency interest rate cuts and liquidity programs for businesses and financial markets and the U.S. government and other governments have implemented other measures in response to concerns surrounding the economic effects of the outbreak, the likelihood of such measures calming the volatility in the financial markets or preventing the occurrence of a longer-term national or global economic downturn cannot be predicted. The United States economy has entered into a recession as a result of the outbreak and it is unclear how prolonged or severe this recession will be or how many lessees have been and will continue to be adversely affected by the outbreak and related efforts by the federal, state and local governments to slow the spread of COVID-19 throughout the nation. As discussed under “—Recent economic developments may adversely affect the performance and market value of your notes,” these occurrences could have a negative impact on the ability of lessees to make timely lease payments. In many jurisdictions, automotive dealers were required (or elected) to temporarily close or restrict their operations, and, even for dealerships that remained open, or have subsequently re-opened, consumer demand for automobiles has deteriorated. As a result, NMAC experienced a significant decline in the origination of auto loans and leases. Additionally, this decline in volume may be exacerbated because Nissan Motor Co., Ltd. (“NML”) suspended production of new vehicles at certain facilities in the United States and Japan in March 2020 and has since resumed production at reduced capacity, which may reduce the availability of new vehicles for Nissan and Infiniti dealers. This decrease in the manufacture, sale or distribution of Nissan or Infiniti vehicles could adversely affect the business of NML and NMAC as discussed under “—Adverse events with respect to NMAC, its affiliates or

 

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third-party service providers to whom NMAC outsources its activities may adversely affect the timing or amount of payments on your notes or may reduce the market value and/or liquidity of your notes” below. Further, certain governmental authorities, including federal, state or local governments, could enact, and in some cases already have enacted, laws, regulations, executive orders or other guidance that allow lessees to forgo making scheduled payments for some period of time, require modifications to the leases, or preclude creditors from exercising certain rights or taking certain actions with respect to collateral, including repossession or liquidation of the leased vehicles.

 

Additionally, the continued spread of COVID-19 may ultimately result in staffing problems in various industries and businesses if staff members become ill or seek to avoid becoming ill. Many businesses are reviewing and adjusting their business continuity plans (or have implemented their business continuity plans) to change how and from where their staff members work in light of the outbreak. Consequently, the ability of NMAC, as originator and servicer, or other transaction parties to perform their respective obligations under the transaction documents could be diminished by regulatory actions related to the outbreak and disruptions in the economy and the financial markets. The economic and operational impact of the outbreak could adversely affect the business of NMAC as discussed under “—Adverse events with respect to NMAC, its affiliates or third-party service providers to whom NMAC outsources its activities may adversely affect the timing or amount of payments on your notes or may reduce the market value and/or liquidity of your notes” below.

 

Furthermore, it is unclear how many lessees have been and will continue to be adversely affected by the outbreak and whether related efforts by the federal, state and local governments will be effective in mitigating the spread of COVID-19 throughout the nation. As discussed under “The Sponsor—Modifications of the Leases,” to the extent the current economic downturn results in increased delinquencies and defaults by lessees on the leases due to financial hardship or otherwise, the servicer may implement a range of action with respect to affected lessees and the related leases in accordance with its customary servicing practices, including permitting an extension on payments due on a lease or deferring payments on a lease. Across the nation, servicers of motor vehicle leases, including NMAC, experienced a significant increase in requests for extensions and modifications related to COVID-19 and a significant number of such extensions and modifications have been granted, including by NMAC. Although the frequency of requests for extensions and modifications has recently declined, a worsening of the outbreak and a resurgence of widespread stay-at-home orders may occur at any time, which could again lead to a sharp increase in requests from lessees for extensions or modifications related to COVID-19 or general economic hardship. Further, the servicer temporarily suspended involuntary repossession activities nationwide as a result of the COVID-19 outbreak. The servicer has resumed involuntary repossession activity where permitted by local law, but may elect (or be required) to again suspend such activity at

 

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any time in the future. Any lease for which the servicer’s records as of the cutoff date indicate that the related lessee received an extension or modification related to COVID-19 has been excluded from the pool of leases and related leased vehicles.

 

Because a pandemic such as COVID-19 has not occurred in recent years, historical loss experience is unlikely to accurately predict the performance of the leases. See “—Credit scores and historical loss experience may not accurately predict the likelihood of losses on the leases and therefore losses on your notes” below. All of the foregoing could have a negative impact on the performance of the leases and, as a result, you may experience delays in payments or losses on your notes.

 

To the extent the COVID-19 pandemic adversely affects the United States economy (including the ability of lessees to make timely monthly lease payments), financial markets or the business or operations of the sponsor or the servicer, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such as those related to the ability of lessees to make timely monthly lease payments, used vehicle values, the performance, market value, credit ratings and secondary market liquidity of your notes, and risks of geographic concentration of the lessees.

Payment priorities increase risk of loss or delay in payment to certain classes of notes  

Based on the priorities described under “Distributions on the Notes in this prospectus, classes of notes that receive payments, particularly principal payments, before other classes will be repaid more rapidly than the other classes of notes. In addition, because principal of each class of notes will be paid sequentially (so long as no event of default has occurred), classes of notes that have higher sequential numerical class designations (i.e., 2 being higher than 1) will be outstanding longer and therefore will be exposed to the risk of losses on the leases during periods after other classes of notes have received most or all amounts payable on their notes, and after which a disproportionate amount of credit enhancement may have been applied and not replenished.

 

Because of the priority of payment on the notes, the yields of the Class A-2 notes, Class A-3 notes and Class A-4 notes will be relatively more sensitive to losses on the leases and leased vehicles related to defaults on the leases or residual value losses, and the timing of such losses than the Class A-1 notes. Accordingly, the Class A-3 and Class A-4 notes will be relatively more sensitive to the losses on the leases and leased vehicles related to defaults on the leases or residual value losses, and the timing of such losses than the Class A-1 notes and the Class A-2 notes. The Class A-4 notes will be relatively more sensitive to the losses on the leases and leased vehicles related to defaults on the leases or residual value losses, and the timing of such losses than the Class A-1 notes, the Class A-2 notes and the Class A-3 notes. If the actual rate and amount of losses exceed your expectations, and if amounts in the reserve account are insufficient to cover the resulting shortfalls, the yield to maturity on your notes may be lower than anticipated, and you could suffer a loss.

 

Classes of notes that receive payments earlier than expected are exposed to greater reinvestment risk, and classes of notes that receive principal

 

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  later than expected are exposed to greater risk of loss. In either case, the yields on your notes could be materially and adversely affected.

You must rely only upon the issuing entity’s assets for repayment, which may not be sufficient to make full payments on your notes

  Your notes are asset backed securities issued by, and represent obligations of, the issuing entity only and do not represent obligations of or interest in NMAC, Nissan Auto Leasing LLC II or any of their respective affiliates. Distributions on the notes will depend solely on the amount and timing of payments and other collections in respect of the related leases, disposition proceeds of the related leased vehicles and the credit enhancement for the notes specified in this prospectus. We cannot assure you that these amounts will be sufficient to make full and timely distributions on your notes. The notes, the leases and the residual values of the leased vehicles will not be insured or guaranteed, in whole or in part, by the United States or any governmental entity or, by any provider of credit enhancement.
You may experience a loss if defaults on the leases or residual value losses exceed the available credit enhancement  

The issuing entity does not have, nor is it permitted or expected to have, any significant assets or sources of funds other than the 2020-B SUBI certificate and available funds in the trust accounts, including the reserve account. The notes represent obligations solely of the issuing entity and will not be insured or guaranteed by any entity. Accordingly, you will rely primarily upon collections on the leases and disposition proceeds of the related leased vehicles allocated to the 2020-B SUBI, and funds on deposit in the collection account and reserve account. Funds on deposit in the reserve account will cover delinquencies on the leases and losses on the leases and leased vehicles up to a certain amount. However, if delinquencies and losses exceed the available credit enhancement you may experience delays in payments due to you and you could suffer a loss. You will have no claim to any amounts properly distributed to the transferor or to others from time to time.

 

The residual values for the leased vehicles allocated to the 2020-B SUBI are future projections by NMAC and/or Automotive Lease Guide, as described under “The Sponsor—Determination of Residual Values in this prospectus. There is no guarantee that the assumptions regarding future events that are used to determine residual values will prove to be correct. If the predicted residual values of the leased vehicles allocated to the 2020-B SUBI are substantially higher than the sales proceeds actually realized upon the sale of the leased vehicles, you may suffer losses if the available credit enhancement is exceeded.

 

For a discussion of factors that may contribute to residual value losses, you should refer to “Risk Factors—The residual value of leased vehicles may be adversely affected by discount pricing incentives, service campaigns, marketing incentive programs, recalls, used car market factors and other market factors, which may increase the risk of loss on your investment in the notes,” “—Increased turn-in rates may increase losses” and “The Sponsor—Determination of Residual Values,” “Risk Factors—The concentration of leased vehicles to particular models could negatively affect the pool assets” and “—The geographic concentration of the leases, economic factors and lease performance could negatively affect the pool assets” in this prospectus.

 

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NMAC’s discretion over the servicing of the leases and disposition of the leased vehicles may impact the amount and timing of funds available to make payments on the notes  NMAC is obligated to service the leases in accordance with its customary practices. NMAC has discretion in servicing the leases, including the ability to grant payment extensions and to determine the timing and method of collection and liquidation procedures. NMAC, in its own discretion, may permit an extension on, or a deferral of, payments due or halt repossession activity on a case-by-case basis or more broadly in accordance with its customary servicing practices, for example, in connection with a natural disaster or public health emergency affecting a large group of lessees. NMAC has experienced a significant increase in requests for extensions and modifications related to COVID-19 nationwide and a significant number of such extensions and modifications have been granted. However, there is no guarantee that an extension or modification granted by NMAC will prevent a future default by a lessee. Further, as a result of the COVID-19 outbreak, NMAC temporarily suspended involuntary repossession activities nationwide, temporarily modified its lease turn-in process to permit vehicle turn-ins at a lessee’s residence while dealerships were closed and provided for flexibility with respect to turn-in dates and temporarily modified its customary servicing practices to address other collections activity for COVID-19 affected customers and in jurisdictions in which the market for the sale of used cars was disrupted as a result of stay-at-home orders and similar directives. The servicer has resumed involuntary repossessions and other collections activities where permitted by local law, but may elect (or be required) to again suspend such activities at any time in the future. See “—Adverse events arising from the global Coronavirus outbreak could result in delays in payment or losses on your notes.” Payment extensions, other modifications to the leases or delays in initiating repossession activity may extend the maturity of the leases, increase the weighted average life of any class of notes and reduce the yield on your notes. Further, absent a breach of an eligibility representation or warranty or a breach of a specific servicing covenant (but, in each case, only if such breach is not cured and materially and adversely affects the interests of the noteholders or the certificateholders in such lease), NMAC will have no obligation to reallocate leases or leased vehicles for which the related lessees were adversely affected by the outbreak of COVID-19 (including leases extended or modified after the cutoff date) unless any payment deferral or extension of a lease extends the term of the lease beyond the latest final scheduled payment date of the notes.
You may experience a loss or a delay in receiving payments on the notes if the assets of the issuing entity are liquidated  If an event of default were to occur and the notes were accelerated, the assets of the issuing entity might be liquidated. If a liquidation were to occur close to the date when one or more classes of notes would otherwise be paid in full, repayment of those classes might be delayed while liquidation of the assets is occurring. It is difficult to predict the length of time that would be required for liquidation of the assets of the issuing entity to be completed. In addition, the amount received from liquidation may be less than the aggregate principal balance of the outstanding notes. In that circumstance, the principal balance of some classes of notes would not be paid in full. Even if liquidation proceeds are sufficient to repay the notes in full, any liquidation that causes the principal of one or more classes of notes to be paid before the related final scheduled payment date would involve the prepayment risks described under “Risk Factors—Returns on your investments may be reduced by prepayments on the leases, events of default, optional

 

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  redemption or reallocation of the leases and the leased vehicles from the 2020-B SUBI” in this prospectus
The timing of principal payments is uncertain  The amount of distributions of principal on the notes and the time when you receive those distributions depend on the rate of payments and losses relating to the leases and leased vehicles allocated to the 2020-B SUBI, which cannot be predicted with certainty. Those principal payments may be regularly scheduled payments or unscheduled payments like those resulting from prepayments or liquidations of the vehicles related to defaulted leases. You will bear any reinvestment risks resulting from a faster or slower rate of payments of the leases and leased vehicles allocated to the 2020-B SUBI.
Returns on your investments may be reduced by prepayments on the leases, events of default, optional redemption or reallocation of the leases and the leased vehicles from the 2020-B SUBI  

You may receive payment of principal of your notes earlier than you expected, including for the reasons set forth below. You may not be able to invest the principal paid to you earlier than you expected at a rate of return that is equal to or greater than the rate of return on your notes.

 

The amount of principal distributed on your notes and the time when you receive those distributions depend on the rate of payments and losses relating to the leases and the leased vehicles. Prepayments, liquidations of the vehicles related to defaulted leases, reallocations from the 2020-B SUBI of leases and the related vehicles that do not meet the eligibility criteria or events of default that result in an acceleration of payments on the notes will shorten the life of the notes to an extent that cannot be fully predicted.

 

The servicer may be required to reallocate from the 2020-B SUBI certain leases and related leased vehicles if there is a breach of the representations and warranties relating to those leases or if the servicer extends the term of those leases beyond the latest final scheduled payment date of the notes. However, absent a breach of an eligibility representation or warranty or a breach of a specific servicing covenant (but, in each case, only if such breach is not cured and materially and adversely affects the interests of the noteholders or certificateholders in such leases), the servicer will have no obligation to reallocate leases or leased vehicles for which the related lessees were adversely affected by the outbreak of COVID-19 (including leases extended or modified after the cutoff date) unless any payment deferral or extension of a lease extends the term of the lease beyond the latest final scheduled payment date of the notes. In connection with such reallocation, the servicer will be obligated to pay the issuing entity an amount equal to (i) the present value of the monthly payments remaining to be made under the affected lease, discounted at the securitization rate, (ii) the residual value of the leased vehicle and (iii) any delinquent payments not paid by the lessee. The servicer will also be entitled to purchase the 2020-B SUBI certificate from the issuing entity when the aggregate securitization value of the leases and leased vehicles allocated to the 2020-B SUBI is less than or equal to 10% of aggregate securitization value of the leases and leased vehicles allocated to the 2020-B SUBI as of the cutoff date.

 

Further, the leases allocated to the 2020-B SUBI may be prepaid, in full or in part, either voluntarily, including as a result of marketing programs introduced by NMAC, or as a result of defaults, theft of or damage to the related leased vehicles or for other reasons, including the recent COVID-19 outbreak. For example, a lessee under certain circumstances

 

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may elect to terminate the lease prior to its maturity in order to enter into a new lease contract for a different Nissan or Infiniti vehicle. In the case of such early termination, any payments due and payable by the lessee will be paid and deposited into the related collection account within the time period required for the servicer to deposit collections into the related collection account.

 

Each of these payments will have the effect of accelerating the payment of principal and shortening the average lives of the notes. For these reasons, the servicer cannot predict the actual prepayment rates for the leases, and NMAC’s historical prepayment experience may not reflect circumstances similar to the current global outbreak of COVID-19. You will bear any reinvestment risks resulting from a faster or slower rate of payments of the leases and the leased vehicles, including the risk that available investments at that time have lower interest rates than the rates offered by your notes.

 

For more information regarding prepayments or delinquencies, you should refer to “Maturity and Prepayment Considerations” and “Prepayments, Delinquencies, Repossessions and Net Losses” in this prospectus. For more information regarding the servicer’s obligation to reallocate leases and leased vehicles from the 2020-B SUBI, you should refer to “Description of the Servicing Agreement—Sale and Disposition of Leased Vehicles” and “—Purchase of Leased Vehicles Before Their Lease Maturity Dates” in this prospectus. For more information regarding the optional purchase by the servicer, you should refer to “Distributions on the Notes—Optional Purchase” in this prospectus. For more detailed information regarding the collection procedures for leases that have terminated, defaulted or become uncollectible, you should refer to “The Sponsor—Collection and Repossession Procedures,” “The Sponsor—Modifications of the Leases,” “The Leases—Early Termination,” and “Description of the Servicing Agreement—Realization Upon Liquidated Leases” in this prospectus.

Interests of other persons in the leases and the leased vehicles could be superior to the issuing entity’s interest, which may result in delayed or reduced payment on your notes  

You will be dependent on payments made on the leases allocated to the 2020-B SUBI and proceeds received in connection with the sale or other disposition of the related leased vehicles for payments on your notes. The issuing entity will not have a direct ownership interest in the leases or a direct ownership interest or perfected security interest in the leased vehicles—which will be titled in the name of the titling trust or the titling trustee on behalf of the titling trust. It is therefore possible that a claim against or lien on the leased vehicles or the other assets of the titling trust could limit the amounts payable in respect of the 2020-B SUBI certificate to less than the amounts received from the lessees of the leased vehicles or received from the sale or other disposition of the leased vehicles allocated to the 2020-B SUBI.

 

Further, liens in favor of and/or enforceable by the Pension Benefit Guaranty Corporation could attach to the leases and leased vehicles owned by the titling trust (including the leases and the leased vehicles allocated to the 2020-B SUBI) and could be used to satisfy unfunded ERISA obligations of any member of a controlled group that includes NMAC and its affiliates. Because these liens could attach directly to the leases and leased vehicles allocated to the 2020-B SUBI and because the issuing entity does not have a prior perfected security interest in the assets of the 2020-B SUBI, these liens could have priority over the

 

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interest of the issuing entity in the assets of the 2020-B SUBI. See “—If ERISA liens are placed on the titling trust assets, you could suffer a loss” in this prospectus.

 

To the extent a third-party makes a claim against, or files a lien on, the assets of the titling trust, including the leased vehicles allocated to the 2020-B SUBI, it may delay the disposition of those leased vehicles or reduce the amount paid to the holder of the 2020-B SUBI certificate. If that occurs, you may experience delays in payment or losses on your investment in the notes.

 

For more information on the effect of third-party claims or liens on payment of the notes, you should refer to “Additional Legal Aspects of the Titling Trust and the SUBI—Allocation of Titling Trust Liabilities,” “—The SUBI,” “Additional Legal Aspects of the Leases and the Leased Vehicles—Security Interests” and “Risk Factors—The titling trust may not have a perfected interest in leases evidenced by electronic contracts” in this prospectus.

The failure to make principal payments on the notes prior to the applicable final scheduled payment date will generally not result in an event of default  The amount of principal required to be paid to you prior to the applicable final scheduled payment date generally will be limited to amounts available for those purposes. Therefore, the failure to pay principal of a note before its final scheduled payment date generally will not result in an event of default.
The geographic concentration of the leases, economic factors and lease performance could negatively affect the pool assets  

The concentration of the leases in specific geographic areas may increase the risk of loss. A deterioration in economic conditions in the states where lessees reside, including high unemployment, interest rates, inflation rates, consumer perceptions of the economy and disruptions caused by directives (such as stay-at-home orders) intended to limit the spread of, or mitigate the effects and related economic hardships of, COVID-19 or other public health emergencies, could adversely affect the ability and willingness of lessees to meet their payment obligations under the leases and may consequently adversely affect the delinquency, default, loss and repossession experience of the issuing entity with respect to the leases and related leased vehicles of the lessees in such states. See “—Recent economic developments may adversely affect the performance and market value of your notes.

 

As of the cutoff date, NMAC’s records indicate that the billing addresses of the lessees in the pool of the leases and the related leased vehicles allocated to the 2020-B SUBI were most highly concentrated in the following states:

 

   

State

  

Percentage of Aggregate Securitization Value

  

New York

  14.75%
  

New Jersey

  14.37%
  

Florida

  10.89%
  

California

  7.81%
  

Pennsylvania

  7.02%
  

Ohio

  5.80%

 

  No other state, based on the billing addresses of the lessees, accounted for more than 5.00% of the aggregate securitization value of the leases as of the cutoff date.

 

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  The effect of economic factors and the effect of natural or man-made disasters, such as hurricanes, pandemics, earthquakes, fires and floods, on the performance of the leases is unclear, but there may be a significant adverse effect on general economic conditions, consumer confidence and general market liquidity. Because of the concentration of the lessees in certain states, any adverse economic conditions or other factors affecting these states in particular, including disruptions caused by directives (such as stay-at-home orders) intended to limit the spread of COVID-19, could adversely affect the delinquency, credit loss, repossession or prepayment experience of the issuing entity more than if the concentration did not exist, which may result in a greater risk of loss to you or your notes.
Credit scores and historical loss experience may not accurately predict the likelihood of losses on the leases and therefore losses on your notes  

Information regarding credit scores for the lessees obtained at the time of origination of the related lease is presented in “The Leases—Characteristics of the Leases—General” in this prospectus. A credit score purports only to be a measurement of the relative degree of risk a borrower represents to a lender, i.e., that a borrower with a higher score is statistically expected to be less likely to default in payment than a borrower with a lower score. Further, credit score models were built prior to the global outbreak of COVID-19, and consequently were not designed to take into account the social, economic and financial disruptions caused by the pandemic. Neither the depositor, the sponsor nor any other party will make any representations or warranties as to any lessee’s current credit score or the actual performance of any lease or that a particular credit score should be relied upon as a basis for an expectation that a lease will be paid in accordance with its terms.

 

Additionally, historical loss and delinquency information set forth in this prospectus under “Prepayments, Delinquencies, Repossessions and Net Losses—Delinquency, Repossession and Credit Loss Information” and “—Residual Value Loss Experience” was affected by several variables, including general economic conditions and market residual values, that are expected to differ in the immediate future, and are likely to differ in the longer term future. Consequently, the net loss experience calculated and presented in this prospectus with respect to NMAC’s managed portfolio of leases may not reflect actual experience with respect to the leases allocated to the 2020-B SUBI. NMAC has experienced variability (including increases) in delinquencies and repossession in its auto lease portfolio, which variability may continue. In particular, the servicer temporarily suspended involuntary repossession activities nationwide as a result of the COVID-19 outbreak. The servicer has resumed involuntary repossession activity where permitted by local law, but may elect (or be required) to again suspend such activity at any time in the future. Further, the prices of used vehicles, including the prices at which the servicer is able to sell repossessed vehicles are variable. Although there has been a recent recovery in such prices in certain cases to near pre-COVID-19 levels, such prices may continue to fluctuate in the future and could decline, which could result in increased credit losses on defaulted leases. In addition, future delinquency rates, rates of repossession, recovery rates or loss experience of the servicer with respect to the leases may be better or worse than that set forth in the static pool information and historical delinquency and loss information contained in this prospectus. Unlike the servicer’s relief options offered for natural disasters, the

 

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COVID-19 outbreak is impacting lessees nationwide and may continue to have a materially more significant impact on portfolio performance (including the performance of the pool of leases and leased vehicles) than even the most severe historical natural disasters during the years reflected in the historical loss and delinquency information set forth in this prospectus.

 

The servicer has experienced a significant increase in requests for extensions and modifications related to COVID-19 nationwide and a significant number of such extensions and modifications have been granted. Further, the servicer temporarily suspended involuntary repossession activities nationwide as a result of the COVID-19 outbreak. The servicer has resumed involuntary repossessions and other collection activities where permitted by local law, but may elect (or be required) to again suspend such activities at any time in the future. The servicer has temporarily modified and may further modify its customary servicing practices to address other collections activity for COVID-19 affected customers and in jurisdictions in which the market for the sale of used cars was disrupted as a result of stay-at-home orders and similar directives.

 

As a result of all of the foregoing, investors may experience increased delinquencies and losses on the leases beyond their expectations, and such increases could be substantial. Consequently, payments on the notes could be adversely affected.

The concentration of leased vehicles to particular models could negatively affect the pool assets  

As of the cutoff date, the Rogue, Sentra, Murano, Altima and Pathfinder models represent approximately 20.95%, 17.97%, 12.06%, 11.53% and 10.34%, respectively, of the aggregate securitization value of the leases and the related leased vehicles allocated to the 2020-B SUBI. No other model accounted for more than 10.00% of the aggregate securitization value of the leases and the related leased vehicles allocated to the 2020-B SUBI.

 

Any adverse change in the value of a specific model type would reduce the proceeds received at disposition of a related leased vehicle. See “Risk Factors—You may experience reduced returns and delays on your notes resulting from a vehicle recall or service campaign” in this prospectus. As a result, you may incur a loss on your investment in the notes.

Risk of loss or delay in payment may result from delays in the transfer of servicing due to the servicing fee structure  Because the servicing fee is structured as a percentage of the aggregate securitization value of the leases and leased vehicles, the amount of the servicing fee payable to the servicer may be considered insufficient by potential replacement servicers if servicing is required to be transferred at a time when much of the aggregate outstanding securitization value of the leases and leased vehicles has been repaid. Due to the reduction in servicing fee as described in the foregoing, it may be difficult to find a replacement servicer. Consequently, the time it takes to effect the transfer of servicing to a replacement servicer under such circumstances may result in delays and/or reductions in the interest and principal payments on your notes.

 

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The residual value of leased vehicles may be adversely affected by discount pricing incentives, service campaigns, marketing incentive programs, recalls, used car market factors and other market factors, which may increase the risk of loss on your investment in the notes  Historical residual value loss experience on leased vehicles is partially attributable to new car pricing policies of all manufacturers. Discount pricing incentives or other marketing incentive programs on new cars by Nissan North America, Inc. or by its competitors that effectively reduce the prices of new vehicles may have the effect of reducing demand by consumers for used vehicles. In addition, the pricing of used vehicles is affected by supply and demand for such vehicles, which in turn is affected by consumer tastes, economic factors, fuel costs, marketing incentives, the introduction and pricing of new vehicle models, vehicle recalls, service campaigns and other factors, including concerns about the viability of the related vehicle manufacturer and/or an actual failure or bankruptcy of the related vehicle manufacturer. In addition, decisions by Nissan North America, Inc. with respect to new vehicle production, pricing and incentives may affect used vehicle prices, particularly those for the same or similar models. For instance, introduction of a new model with additional equipment not reflected in the manufacturer’s suggested retail price may impact the resale value of the existing portfolio of similar model types. The reduced demand for used vehicles resulting from discount pricing incentives, other marketing incentive programs introduced by Nissan North America, Inc. or any of its competitors or other market factors may reduce the prices consumers will be willing to pay for used vehicles, including leased vehicles included in the pool assets at the end of the related leases and thus reduce the residual value of such leased vehicles, particularly those for the same or similar models. If programs are implemented by the United States government to stimulate the sale of new vehicles, this may have the effect of further reducing the values of used vehicles, resulting in increased losses upon disposition of leased vehicles that may result in losses on your notes. Further, the insolvency of NML (or its affiliates) or ratings downgrade of NML (or its affiliates) may negatively affect used vehicle prices for Nissan and Infiniti vehicles. Additionally, the COVID-19 pandemic has created volatility in the supply of new and used vehicles. As new vehicle supply was reduced, used vehicles saw an increase in demand. In particular, the stay-at-home orders enacted across the United States to combat the spread of COVID-19 disrupted dealer and auction activity in many locations and the impact of COVID-19 on the rental car industry has resulted in reduced demand from rental car companies for new and used vehicles. This could impair the servicer’s ability to liquidate leased vehicles, which may adversely impact the resale value for returned or repossessed leased vehicles and/or cause substantial delays in leased vehicle liquidations. Additionally, higher inventories of vehicles among market participants as a result of the COVID-19 pandemic could lead to an increase in the supply of used vehicles in future months, which could adversely affect resale values. Other factors that are beyond the control of the issuing entity, the depositor and the servicer could also have a negative impact on the value of a vehicle. As a result of all of the foregoing, the proceeds received by the issuing entity upon disposition of leased vehicles may be reduced and may not be sufficient to pay amounts owing on the notes, and you may suffer a loss on your investment in the notes.
Lack of liquidity in the secondary market and financial market disruptions may adversely affect your notes  There will be no market for the notes prior to their issuance, and there can be no assurance that a secondary market will develop after such issuance. For several years after the 2008 financial crisis, events in the global financial markets, including the failure, acquisition or

 

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government seizure of several major financial institutions, the establishment of government programs to assist financial institutions, problems related to subprime mortgages and other financial assets, the devaluation of various assets in secondary markets, the forced sale of asset-backed and other securities as a result of the deleveraging of structured investment vehicles, hedge funds, financial institutions and other entities, and the lowering of ratings on certain asset-backed securities, caused a significant reduction in liquidity in the secondary market for asset-backed securities. There can be no assurance that future events will not occur that could have a similar adverse effect on the liquidity of the secondary market. Illiquidity can have a severely adverse effect on the market value of the securities that are especially sensitive to prepayment, credit or interest rate risk, such as the notes. See “Risk Factors—Financial market disruptions and the absence of a secondary market for the notes may make it difficult for you to sell your notes and/or obtain your desired price” in this prospectus.

 

Furthermore, over the past several years, the global financial markets have experienced increased volatility due to uncertainty surrounding the level and sustainability of the sovereign debt of various countries. Concerns regarding sovereign debt may spread to other countries at any time. There can be no assurance that this uncertainty related to the sovereign debt of various countries will not lead to further disruption of the financial and credit markets in the United States, which could adversely affect the market value of your notes.

Financial market disruptions and the absence of a secondary market for the notes may make it difficult for you to sell your notes and/or obtain your desired price  

The issuing entity will not list the notes on any securities exchange. Therefore, in order to sell your notes, you must first locate a willing purchaser. The absence of a secondary market for the notes could limit your ability to resell them. Currently, no secondary market exists for the notes, and a secondary market may not develop. The underwriters intend to make a secondary market for the notes by offering to buy the notes from investors that wish to sell. However, the underwriters are not obligated to offer to buy the notes and may stop making offers at any time. In addition, the underwriters’ offered prices, if any, may not reflect prices that other potential purchasers would be willing to pay were they given the opportunity.

 

Additionally, events in the domestic and global financial markets could affect the performance or market value of your notes and your ability to sell your notes in the secondary market. Recent and continuing events in such markets, including the COVID-19 outbreak, have caused, and may continue to cause, a significant reduction in liquidity in the secondary market for asset-backed securities. Such illiquidity can have a severely adverse effect on the prices of securities that are especially sensitive to prepayment, credit or interest rate risk, such as the notes.

 

The current period of illiquidity may continue, and may even worsen, and may adversely affect the value of your notes. As a result of the foregoing restrictions and circumstances, you may not be able to sell your notes when you want to do so or you may not be able to obtain the price that you wish to receive.

Increased turn-in rates may increase losses  

Losses may be greater as turn-in rates upon the expiration of leases increase because sale prices will be dependent on the market value of such vehicles in the used car market. Under each lease, the lessee or

 

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  grounding dealer may elect to purchase the related vehicle at the expiration of the lease for an amount generally equal to the stated contract residual value established at the inception of the lease. Lessees and dealers who decide not to purchase their related vehicles at lease expiration will expose the issuing entity to possible losses if the sale prices of such vehicles in the used car market are less than their respective stated residual values. The level of turn-ins at termination of the leases could be affected by the convenience of the turn-in process generally (including as a result of temporary modifications to the lease turn-in process implemented in response to COVID-19), lessee views on vehicle quality, the relative attractiveness of new models available to the lessees, sales and lease incentives offered with respect to other vehicles (including those offered by NMAC), the level of the purchase option prices for the related vehicles compared to new and used vehicle prices and economic conditions generally. The early termination of leases by lessees may affect the number of turn-ins in a particular month. If losses resulting from increased turn-ins exceed the credit enhancement available for the notes, you may suffer a loss on your investment in the notes.
Retention of the notes by the depositor or an affiliate of the depositor may reduce the liquidity of such notes  Some or all of one or more classes of notes may be retained by the depositor or conveyed to an affiliate of the depositor. Accordingly, the market for such a retained class of notes may be less liquid than would otherwise be the case. In addition, if any retained notes are subsequently sold in the secondary market, demand and market price for notes of that class already in the market could be adversely affected.
A reduction, withdrawal or qualification of the ratings on your notes, or the issuance of unsolicited ratings on your notes could adversely affect the market value of your notes and/or limit your ability to resell your notes  

The ratings on the notes are not recommendations to purchase, hold or sell the notes and do not address market value or investor suitability. The ratings reflect the hired rating agencies’ assessment of the creditworthiness of the leases, the residual value, the credit enhancement on the notes and the likelihood of repayment of the notes. There can be no assurance that the leases and/or the notes will perform as expected or that the ratings will not be reduced, withdrawn or qualified in the future as a result of a change of circumstances, deterioration in the performance of the leases, errors in analysis or otherwise. None of the depositor, the sponsor or any of their affiliates will have any obligation to replace or supplement any credit enhancement or to take any other action to maintain any ratings on the notes. If the ratings on your notes are reduced, withdrawn or qualified, it could adversely affect the market value of your notes and/or limit your ability to resell your notes.

 

The sponsor has hired two rating agencies and will pay them a fee to assign ratings on the notes. The sponsor has not hired any other nationally recognized statistical rating organization, or “NRSRO,” to assign ratings on the notes and is not aware that any other NRSRO has assigned ratings on the notes. However, under SEC rules, information provided to a hired rating agency for the purpose of assigning or monitoring the ratings on the notes is required to be made available to each NRSRO in order to make it possible for such non-hired NRSROs to assign unsolicited ratings on the notes. An unsolicited rating could be assigned at any time, including prior to the closing date, and none of the depositor, the sponsor, the underwriters or any of their affiliates will have any obligation to inform you of any unsolicited ratings assigned after the date of this prospectus. NRSROs, including

 

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the hired rating agencies, have different methodologies, criteria, models and requirements. If any non-hired NRSRO assigns an unsolicited rating on the notes, there can be no assurance that such rating will not be lower than the ratings provided by the hired rating agencies, which could adversely affect the market value of your notes and/or limit your ability to resell your notes. In addition, if the sponsor fails to make available to the non-hired NRSROs any information provided to any hired rating agencies for the purpose of assigning or monitoring the ratings on the notes, a hired rating agency could withdraw its ratings on the notes, which could adversely affect the market value of your notes and/or limit your ability to resell your notes. Potential investors in the notes are urged to make their own evaluation of the creditworthiness of the leases and the credit enhancement on the notes, and not to rely solely on the ratings on the notes.

Potential rating agency conflict of interest and regulatory scrutiny of the rating agencies could adversely affect the market value of your notes and/or limit your ability to resell the notes  We note that it may be perceived that the hired rating agencies have a conflict of interest that may have affected the ratings assigned to the notes where, as is the industry standard and the case with the ratings of the notes, the sponsor, the depositor or the issuing entity pays the fees charged by the rating agencies for their rating services. The perceived conflict of interest may have an adverse effect on the market value of your notes and your ability to resell your notes.
The titling trust may not have a perfected interest in leases evidenced by electronic contracts  

As described in “The Leases—Tangible and Electronic Contracting in this prospectus NMAC, on behalf of the titling trust, has contracted with a third-party to originate and maintain custody of certain of the contracts in electronic form through the third-party custodian’s technology system. The third-party custodian’s technology system is designed to enable the titling trust to perfect its interest in the leases evidenced by electronic records by satisfying the Uniform Commercial Code’s requirements for “control” of electronic chattel paper. In order for the titling trust to have “control” of an item of electronic chattel paper, (a) there must be a “single authoritative copy” of the electronic record or records comprising such electronic chattel paper that is readily distinguishable from all other copies and which identifies the titling trust as the assignee of the chattel paper, (b) all other copies of the electronic chattel paper must indicate that they are not the “authoritative copy” of the electronic chattel paper, (c) any revisions to the authoritative copy of the electronic chattel paper must be readily identifiable as either authorized or unauthorized revisions and (d) authorized revisions of the electronic chattel paper cannot be made without the participation of the titling trust.

 

However, another person could acquire an interest in an electronic contract that is superior to the interest of the titling trust (and accordingly the issuing entity’s interest), if (a) the titling trust ceases to have “control” over the items of electronic chattel paper that are maintained on behalf of the titling trust by the third-party custodian and (b) another party acquires ownership or a collateral security interest in the electronic chattel paper and perfects its security interest either by filing a financing statement or taking “control” over the electronic chattel paper. The titling trust could also lose “control” over an electronic contract if through fraud, forgery, negligence or error, or as a result of a computer virus or a failure of or weakness in the third-party custodian’s technology system a person other than the titling trust were able to modify or duplicate the authoritative copy of the contract.

 

 

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Although the titling trust’s interest in the electronic contracts has been perfected by filing financing statements, the fact that the titling trust’s interest in the electronic contracts may not be perfected by “control” may affect the priority of the titling trust’s interest in such leases. For example, the issuing entity’s interest in the leases could be junior to another party with a prior perfected security interest in the inventory of the originating dealer, which security interest would attach to the leases as proceeds of the inventory.

 

There can be no assurances that the third-party’s technology system will perform as represented to the servicer in maintaining the systems and controls required to provide assurance that the titling trust maintains “control” over an electronic contract. In that event, there may be delays in obtaining copies of the electronic contract or confirming ownership and “control” of the electronic contract.

 

The issuing entity will represent that the servicer, as an agent of the titling trust, maintains “control” of leases to the extent evidenced by electronic contracts. There is a risk that the systems employed by the third-party to maintain “control” of the electronic contracts may not be sufficient as a matter of law to perfect by “control” the titling trust’s interest (and accordingly, the issuing entity) in the leases evidenced by electronic contracts.

 

The issuing entity has made the representations described above, in part in reliance on opinions of counsel delivered to it and NMAC. However, as a result of the foregoing, the titling trust (and accordingly, the issuing entity) may not have a perfected security interest in certain leases or its security interest, although perfected, could be junior to that of another party. The fact that the titling trust (and accordingly, the issuing entity) may not have a perfected security interest in certain of the leases, or may have a perfected security interest that is junior to that of another party, may affect the titling trust’s ability on behalf of the issuing entity to repossess the underlying leased vehicles. Therefore, you may be subject to delays in payment on your notes and you may incur losses on your investment in the notes.

A depositor, sponsor or UTI beneficiary bankruptcy could delay or limit payments to you  

Following a bankruptcy or insolvency of the depositor, sponsor or the UTI beneficiary, a court could conclude that the 2020-B SUBI certificate is owned by the depositor, sponsor or the UTI beneficiary, instead of the issuing entity. This conclusion could be either because the transfer of the 2020-B SUBI certificate from the UTI beneficiary to the depositor was not a true sale or because the court concluded that the depositor or the issuing entity should be consolidated with the sponsor or the UTI beneficiary for bankruptcy purposes. If this were to occur, you could experience delays in payments due to you, or you may not ultimately receive all amounts due to you as a result of:

 

•  the automatic stay, which prevents a secured creditor from exercising remedies against a debtor in bankruptcy without permission from the court, and provisions of the United States bankruptcy code that permit substitution for collateral in limited circumstances,

 

 

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•  tax or government liens on the servicer’s or the depositor’s property (that arose prior to the transfer of the 2020-B SUBI certificate to the issuing entity) having a prior claim on collections before the collections are used to make payments on the notes, and

 

•  the fact that neither the issuing entity nor the indenture trustee has a perfected security interest in the leases or the leased vehicles allocated to the 2020-B SUBI and may not have a perfected security interest in any cash collections of the leases and leased vehicles allocated to the 2020-B SUBI held by the servicer at the time that a bankruptcy proceeding begins.

 

For a discussion of how a bankruptcy proceeding of the servicer, the depositor or certain related entities may affect the issuing entity and the notes, you should refer to “Additional Legal Aspects of the Titling Trust and the SUBI—Insolvency Related Matters” in this prospectus.

Factors affecting the information management systems of NMAC, including a security breach or cyber-attack, may increase the risk of loss on your investment in the notes  

The success of your investment depends upon the ability of the servicer, NMAC, to store, retrieve, process and manage substantial amounts of information. If the servicer experiences interruptions or losses in its information processing capabilities, including due to attacks by hackers, computer viruses or breaches due to errors or malfeasance by employees, contractors or others who have access to its system and networks, its business, financial conditions, results of operations may be materially and adversely affected.

 

For example, the servicer has been and continues to be subject to the threat of a range of cyber-attacks, which, if successful, could give rise to the loss of significant amounts of sensitive information and the disablement of the information technology systems used to service lessees on the leases and other customers. The risk of a cyber-attack or other security breach may be more likely as a result of the COVID-19 outbreak and transition to remote work for the majority of NMAC’s workforce (and the workforce of NMAC’s vendors). NMAC may incur significant costs in attempting to protect against such attacks or remediate any vulnerability or resulting breach. For example, obligors may have a private right of action against the servicer if the incident results in unauthorized access or disclosure of personal information. If NMAC fails to effectively manage the cyber-security risk or is required to devote significant resources towards doing so, this could materially and adversely affect its business, financial condition and results of operation, as well as its ability to service the leases and leased vehicles, resulting in an increased risk of loss on the notes.

Adverse events with respect to NMAC, its affiliates or third-party service providers to whom NMAC outsources its activities may adversely affect the timing or amount of payments on your notes or may reduce the market value and/or liquidity of your notes  

Adverse events with respect to NMAC, its affiliates or a third-party provider to whom NMAC outsources its activities may result in servicing disruptions or reduce the market value and/or liquidity of your notes. NMAC currently outsources some of its activities as servicer to third-party providers. In the event of a termination and replacement of NMAC as the servicer, or if any third-party provider cannot perform its activities, there may be some disruption of the collection activity with respect to delinquent leases and therefore delinquencies and credit losses could increase. Further, servicing disruptions could result from unanticipated events beyond NMAC’s or a third-party provider’s control, such as natural disasters, civil unrest, public health emergencies

 

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(including COVID-19 or similar outbreaks) and economic disruptions, particularly to the extent such events affected NMAC’s or a third-party provider’s business or operations. For example, if significant portions of NMAC’s or a third-party provider’s workforce are unable to work effectively as a result of the COVID-19 pandemic, including because of illness, stay-at-home orders, facility closures or ineffective remote work arrangements, there may be servicing disruptions, which could result in reduced collection effectiveness. Further, certain third-party providers that NMAC relies on to deliver products and services to support its business have recently indicated that they may be unable to fully perform in a timely manner and similar notifications may be received in the near future, which could adversely impact NMAC’s ability to operate its business or perform its obligations under the transaction documents or could cause a disruption in collection activities with respect to the leases. See “—Adverse events arising from the global Coronavirus outbreak could result in delays in payment or losses on your notes.” As servicer, NMAC will be required to reallocate the leases and related leased vehicles that do not comply with representations and warranties made by the servicer (for example, representations relating to the compliance of the lease contracts with applicable laws), as discussed in “Description of the Servicing Agreement—Representations and Warranties; Remedies—General” in this prospectus. If NMAC becomes unable to reallocate any of those leases or related leased vehicles or make the related payment to the issuing entity, investors could suffer losses.

 

Further, NMAC relies upon its ability to sell securities in the asset backed securities market and upon its ability to access various credit facilities to fund its operations. As discussed under “—Adverse events arising from the global Coronavirus outbreak could result in delays in payment or losses on your notes,” the global credit and financial markets have experienced, and may continue to experience, significant disruption and volatility. Recent government and regulatory actions may not be successful in mitigating the adverse economic effects of COVID-19. Sustained adverse economic effects from the pandemic may also result in downgrades in the credit ratings of the sponsor or adversely affect the interest rate environment. NMAC cannot predict how the COVID-19 outbreak and the legal and regulatory responses to the COVID-19 outbreak and related economic disruptions will continue to affect its businesses, including its liquidity or ability to access the capital markets. If NMAC’s access to funding is reduced or if NMAC’s costs to obtain such funding significantly increase, NMAC’s business, financial condition and results of operations could be materially and adversely affected, which could adversely affect NMAC’s ability to perform its obligations under the transaction documents and the liquidity and market value of your notes.

 

In addition, adverse corporate developments with respect to servicers of asset-backed securities or their affiliates have in some cases also resulted in a reduction in the market value and/or liquidity of the related asset-backed securities. NMAC is an indirect wholly-owned subsidiary of NML, a Japanese corporation. Although neither NML nor NMAC is guaranteeing the obligations of the issuing entity, adverse events affecting NML or NMAC may adversely affect your investment in the notes. For example, if NML ceased to manufacture vehicles or support the sale of vehicles, if the credit rating of NML or NMAC were

 

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downgraded or if NML faced changes to its ongoing strategic alliances or financial, reputational, regulatory or operational difficulties, such as, for example, the resignation of NML’s chief executive officer in September 2019 and the removal in November 2018 of the Chairman of the Board of Directors of NML for alleged misconduct and the related indictments, criminal complaint, SEC inquiry (including the September 2019 settlement with the SEC with respect to disclosures regarding director and executive compensation), civil lawsuits and fines, those events may reduce the market value of Nissan or Infiniti vehicles or the market value and/or liquidity of your notes, and ultimately the amount realized on any Nissan or Infiniti leased vehicle, including the leased vehicles allocated to the 2020-B SUBI.

You may suffer losses on your notes if the servicer holds collections and commingles them with its own funds  

So long as NMAC is the servicer, if each condition to making monthly deposits described in “Security for the Notes—The Accounts” is satisfied, NMAC, as the servicer, may retain all payments on the leases received from the related lessees and all proceeds relating to the leases and the leased vehicles collected during a collection period until the business day preceding the related payment date. Currently, NMAC does not satisfy these conditions. For any period of time during which NMAC does satisfy these conditions, the servicer may invest such amounts at its own risk and for its own benefit and need not segregate such amounts from its own funds. On or before the business day preceding the related payment date, the servicer must deposit into the collection account, all payments on the leases received from the lessees and all proceeds relating to the leases and the leased vehicles collected during the related collection period. If the servicer is unable to deposit these amounts into the collection account, you might incur a loss on your notes.

 

For more information regarding NMAC’s duties with respect to segregation of collections, you should refer to “Description of the Servicing Agreement—Collections—Monthly Remittance Condition” in this prospectus.

Failure to comply with consumer protection laws could result in a loss  

Federal and state consumer protection laws, including the federal Consumer Leasing Act of 1976 and Regulation M enforced by the Consumer Financial Protection Bureau (“CFPB”), impose requirements on retail lease contracts such as the leases. Additionally, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) includes various provisions, such as new requirements affecting credit reporting, designed to protect consumers. The failure by the titling trust to comply with these requirements may give rise to liabilities on the part of the titling trust or the issuing entity (as owner of the 2020-B SUBI certificate). Further, many states have adopted “lemon laws” that provide vehicle users certain rights with respect to substandard vehicles. A successful claim under a lemon law could result in, among other things, the termination of the related lease and/or the requirement that a portion of payment previously paid by the lessee be refunded.

 

NMAC, as servicer, will represent and warrant that each lease complies with applicable law in all material respects. If that representation and warranty relating to any lease allocated to the 2020-B SUBI proves incorrect, materially and adversely affects the interest of the issuing entity, and is not timely cured, NMAC, as servicer, will be required to

 

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repurchase the beneficial interest in the noncompliant lease and repurchase the related leased vehicle from the issuing entity and reallocate the noncompliant lease and related leased vehicle from the 2020-B SUBI to the UTI. To the extent that NMAC fails to make such repurchase and reallocation, or to the extent that a court holds the titling trust or the issuing entity liable for violating consumer protection laws regardless of such a repurchase and reallocation, a failure to comply with consumer protection laws could result in fines or other liability for the titling trust or the issuing entity. If sufficient funds are not available to make both payments to lessees and on your notes, you may suffer a loss on your investment in the notes.

 

For a discussion of federal and state consumer protection laws which may affect the leases, you should refer to “Additional Legal Aspects of the Leases and the Leased Vehicles—Consumer Protection Law” in this prospectus.

Federal or state bankruptcy or debtor relief laws may impede collection efforts or alter the timing and amount of collections, which may result in acceleration of or reduction in payment on your notes  If a lessee sought protection under federal or state bankruptcy or debtor relief laws, a court could reduce or discharge completely the lessee’s obligations to repay amounts due on its lease. As a result, that lease could be written off as uncollectible. It is likely that a higher percentage of lessees will seek protection under bankruptcy or debtor relief laws as a result of financial and economic disruptions related to the outbreak of COVID-19 than is reflected in NMAC’s historical experience. See “—Credit scores and historical loss experience may not accurately predict the likelihood of losses on the leases and therefore losses on your notes.” You could suffer a loss if no funds are available from credit enhancement or other sources and finance charge amounts allocated to the notes are insufficient to cover the applicable default amount.
Risks associated with legal proceedings relating to leases  

From time to time, NMAC is a party to legal proceedings, and is presently a party to, and is vigorously defending, various legal proceedings, including proceedings that are or purport to be class actions. Some of these actions may include claims for rescission and/or set-off, among other forms of relief. NMAC, as servicer, will make representations and warranties relating to the leases’ compliance with law and the issuing entity’s ability to enforce the lease contracts. If there is a breach of any of these representations or warranties, the issuing entity’s sole remedy will be to require NMAC to repurchase and reallocate the affected leases and the related leased vehicles. NMAC believes each such proceeding constitutes ordinary litigation incidental to the business and activities of major lending institutions, including NMAC. However, if NMAC failed to repurchase and reallocate such affected leases and the related leased vehicles in the event of a breach of any of the representations or warranties, or if the issuing entity or titling trust were held liable in any lawsuit by a lessee, you may experience delays in payments or principal losses on your notes.

 

In addition, while historically the arbitration provision in NMAC’s form of lease generally has limited NMAC’s exposure to consumer class action litigation, there can be no assurance that NMAC will be successful in enforcing the arbitration clause in the future. There may also be legislative, administrative or regulatory efforts to directly or indirectly prohibit the use of pre-dispute arbitration clauses, or NMAC may be compelled as a result of competitive pressure or reputational concerns to voluntarily eliminate pre-dispute arbitration clauses.

 

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Federal or state financial regulatory reform could have a significant impact on the servicer, the sponsor, the depositor or the issuing entity and could adversely affect the timing and amount of payments on your notes  

On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) was enacted. The Dodd-Frank Act is extensive and significant legislation that, among other things:

 

•  created a liquidation framework for the resolution of certain bank holding companies and other nonbank financial companies, defined as “covered financial companies,” in the event such a company is in default or in danger of default and the resolution of such a company under other applicable law would have serious adverse effects on financial stability in the United States, and also for the resolution of certain of their respective subsidiaries, defined as “covered subsidiaries,” in the event such a subsidiary is in default or in danger of default and the liquidation of such subsidiary would avoid or mitigate serious adverse effects on financial stability or economic conditions of the United States;

 

•  created a new framework for the regulation of over-the-counter derivatives activities;

 

•  expanded the regulatory oversight of securities and capital markets activities by the SEC; and

 

•  created the CFPB, an agency responsible for, among other things, administering and enforcing the laws and regulations for consumer financial products and services and conducting examinations of certain non-depository institutions and large banks and their affiliates for purposes of assessing compliance with the requirements of consumer financial laws.

 

The Dodd-Frank Act impacts the offering, marketing and regulation of consumer financial products and services offered by financial institutions. The CFPB has supervision, examination and enforcement authority over the consumer financial products and services of certain non-depository institutions and large insured depository institutions and their respective affiliates. In June 2015, the CFPB issued a final rule expanding its authority to larger participants in the automobile financing market. The final rule for the automobile financing market became effective on August 31, 2015. Under the definitions included in the final rule, NMAC is considered a larger participant and certain automobile leases would be considered “financial products or services” subject to oversight by the CFPB. Consequently, NMAC is subject to the supervisory and examination authority of the CFPB. See “Additional Legal Aspects of the Leases and the Leased Vehicles—Consumer Financial Protection Bureau” in this prospectus.

 

The Dodd-Frank Act also increased the regulation of the securitization markets. For example, implementing regulations require securitizers or originators to retain an economic interest in a portion of the credit risk for any asset that they securitize or originate. See “The Sponsor—Credit Risk Retention” in this prospectus. It gives broader powers to the SEC to regulate credit rating agencies and adopt regulations governing these organizations and their activities.

 

Compliance with the implementing regulations under the Dodd-Frank Act and the oversight of the SEC, CFPB or other government entities, as

 

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applicable, have imposed costs on, created operational constraints for, and placed limits on pricing of consumer products with respect to finance companies such as NMAC. Because of the complexity of the Dodd-Frank Act, the ultimate impact of the Dodd-Frank Act and its effects on the financial markets and their participants will not be fully known for several years or longer. Therefore, requirements imposed by the Dodd-Frank Act may have a significant future impact on the servicing of the leases, on the regulation and supervision of the servicer, the sponsor, the originator, the depositor, the issuing entity and/or their respective affiliates. Furthermore, on May 24, 2018, President Trump signed into law the Economic Growth, Regulatory Relief and Consumer Protection Act, which repeals or modifies certain provisions of the Dodd-Frank Act.

 

In addition, the liquidation framework for the resolution of “covered financial companies” or their “covered subsidiaries” may apply to NMAC or its affiliates, the issuing entity or the depositor, and, if it were to apply, may result in a repudiation of any of the transaction documents where further performance is required or an automatic stay or similar power preventing the indenture trustee or other transaction parties from exercising their rights. This repudiation power could also affect certain transfers of the leases as further described under “Additional Legal Aspects of the SUBI and the Titling Trust—Dodd-Frank Orderly Liquidation Framework—FDIC’s Repudiation Power under OLA” in this prospectus. Application of this framework could materially and adversely affect the timing and amount of payments of principal and interest on your notes. See “Additional Legal Aspects of the SUBI and the Titling Trust—Dodd-Frank Orderly Liquidation Framework” in this prospectus.

 

In May 2019, the CFPB issued a proposed rule governing the activities of third-party debt collectors. While the proposed rule did not address first-party debt collectors, the CFPB has previously indicated that it would address this activity in a later rule. It is unclear what changes will be included in any final debt collection rule issued by the CFPB and what effect, if any, such changes would have on the receivables or the servicer’s practices, procedures and other servicing activities relating to the receivables in ways that could reduce the associated recoveries.

 

On March 25, 2020, the CARES Act was signed into law. The CARES Act is extensive and significant legislation, and the majority of implementing regulations have not yet been issued. The potential impact of the CARES Act on NMAC and its affiliates or on the lessees for the leases is not yet known. It is possible that compliance with the implementing regulations under the CARES Act may impose costs on, or create operational constraints for, NMAC and may have an adverse impact on the ability of the servicer to effectively service the leases and leased vehicles. Further, certain governmental authorities, including federal, state or local governments, could enact (and in some cases already have enacted) laws, regulations, executive orders or other guidance that allow lessees to forgo making scheduled payments for some period of time, require modifications to the leases, preclude creditors from exercising certain rights or taking certain actions with respect to collateral, including repossession or liquidation of the leased

 

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  vehicles or mandate limited operations or temporary closures of the servicer or its vendors as “non-essential businesses” or otherwise.
Recent economic developments may adversely affect the performance and market value of your notes  

The United States has entered into a recession of unknown length and severity, which may adversely affect the performance and market value of your notes. See “—Adverse events arising from the global Coronavirus outbreak could result in delays in payment or losses on your notes.” Periods of economic slowdown or recession are often characterized by high unemployment and diminished availability of credit, generally resulting in increases in delinquencies, defaults, repossessions and losses on automobile leases and leased vehicles. Motor vehicle finance companies, including NMAC, and banks have experienced a significant increase in delinquencies and/or requests for extensions, both of which may continue to increase. Further, many motor vehicle finance companies, including NMAC, temporarily suspended involuntary repossession activities in multiple jurisdictions or nationwide as a result of the COVID-19 outbreak. Many motor vehicle finance companies, including NMAC, have resumed involuntary repossession activity where permitted by local law, but may elect to again suspend such activity at any time in the future. Such recent reduction in the repossession rate in connection with forbearance related to COVID-19 and the general limited availability of used car auctions and other markets for the sale of repossessed vehicles have generally resulted in delays and/or decreases in recoveries for non-performing leases. Consequently, if a vehicle is repossessed while the used car auction market is not fully functioning, it is likely that the sale proceeds for such vehicle will be lower than expected, resulting in increased losses that may result in losses on your notes.

 

Further, periods of economic slowdown may also be accompanied by decreased consumer demand for light-duty trucks, SUVs or other vehicles, increased turn-in rates and declining market values of off-lease vehicles, which increases the amount of a loss if a lease default occurs. Significant increases in the inventory of used vehicles during periods of economic slowdown or recession may also depress the prices at which off-lease vehicles may be sold or delay the timing of these sales, which may be heightened due to reduced demand from rental car companies. Vehicle sales and other activity in the consumer automotive market sharply declined following the COVID-19 outbreak and may decline again in the future, especially if directives requiring stay-at-home orders and the closure of “nonessential” businesses in an effort to slow the COVID-19 outbreak continue for a prolonged period of time or are re-implemented. Any of these factors could affect the performance of your notes and your ability to sell your notes in the secondary market.

 

In addition, although fuel prices have recently declined, higher future energy and fuel prices could reduce the amount of disposable income that consumers have available to lease vehicles as well as reduce the demand for vehicles (especially less fuel economical vehicles), thereby reducing the residual value of leased vehicles. Higher energy costs could cause business disruptions, which could cause unemployment and a further or deepening economic downturn. Decreased consumer demand could cause lessees to potentially become delinquent in making payments or default if they are unable to make payments on the leases due to increased energy or fuel bills or unemployment. The issuing entity’s ability to make payments on the notes could be adversely

 

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affected if the related lessees are unable to make timely payments or if the residual values of leased vehicles decline.

 

See “Prepayments, Delinquencies, Repossessions and Net Losses—Delinquency, Repossession, and Credit Loss Information” and “Static Pool Information” in this prospectus for delinquency and loss information regarding certain leases and leased vehicles originated and serviced by NMAC.

Exit of the United Kingdom from the European Union may adversely affect the performance of the leases and related leased vehicles and could result in losses or delays in payments or losses on your notes  

The United Kingdom (“UK”) ceased to be a member of the European Union (“EU”) on January 31, 2020 (such withdrawal from the EU being commonly referred to as “Brexit”). This withdrawal took place by way of a withdrawal agreement, which provides for a transition period until December 31, 2020 (the “Transition Period”). During the Transition Period, EU law will continue to apply to and in the UK, any reference to “member states” in such EU law will be understood as including the UK and the UK will continue to have access to the EU single market.

 

The UK and the EU have commenced negotiations with regard to the terms of their future relationship. There remains considerable uncertainty surrounding how such negotiations may develop and whether they will have a negative impact on the UK, on the broader global economy and on the value of the British pound. The effects of Brexit will in certain respects be dependent on the outcome of these negotiations between the UK and the EU and the extent to which the UK retains access to EU markets at the end of the Transition Period.

 

Following the conclusion of the Transition Period the UK will no longer be considered a “member state” of the EU with respect to EU law and EU law will no longer apply to and in the UK. There is uncertainty as to the scope, nature and terms of the relationship between the UK and the EU that will apply after the end of the Transition Period. The political, legal and regulatory uncertainty surrounding the possibility that no agreement is reached by the end of the Transition Period, or as regards the terms of the future relationship between the UK and the EU if an agreement is reached, has raised concerns that Brexit could adversely affect economic and market conditions in the UK, in the EU and elsewhere, and could introduce potentially significant uncertainty and instability in global financial markets.

 

The results of these events may significantly impact the volatility, liquidity and/or market value of securities and other financial instruments, including the notes.

Natural or man-made disasters (including pandemics or other public health emergencies) may adversely affect the performance of the leases and could result in losses or delays in payments or losses on your notes  

Extreme weather conditions, epidemics, terrorist attacks or other natural or man-made disasters (including pandemics or other public health emergencies such as the recent COVID-19 outbreak) and their immediate consequences could cause substantial business disruptions, economic losses, unemployment and an economic downturn in national or local areas. If any of those events occurred, affected lessees’ ability or willingness to make payments on their leases, the value of used vehicles or the servicer’s ability to administer the leases could be adversely affected and accordingly the issuing entity’s ability to make payments on the notes could be adversely affected. See “—Adverse events arising from the global Coronavirus outbreak could result in delays in payment or losses on your notes,” “—NMAC’s discretion over

 

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  the servicing of the leases and disposition of the leased vehicles may impact the amount and timing of funds available to make payments on the notes,”—Recent economic developments may adversely affect the performance and market value of your notes,” “—The geographic concentration of the leases, economic factors and lease performance could negatively affect the pool assets” and “—Adverse events with respect to NMAC, its affiliates or third-party service providers to whom NMAC outsources its activities may adversely affect the timing or amount of payments on your notes or may reduce the market value and/or liquidity of your notes” for additional information concerning the potential impact of the COVID-19 pandemic.
You may experience reduced returns and delays on your notes resulting from a vehicle recall or service campaign  

From time to time an automobile manufacturer or one of its suppliers may discover a component or feature of a vehicle built or assembled by such manufacturer or containing components supplied by such supplier that might affect the safety, comfort or aesthetics of the vehicle. In such cases the manufacturer may conduct a recall or service campaign concerning such component or feature.

 

Lessees that lease motor vehicles affected by a vehicle recall may be more likely to be delinquent in, or default on, payments on their leases. In addition, significant increases in the inventory of used motor vehicles subject to a recall may also depress the prices at which repossessed or off-lease vehicles may be sold or delay the timing of those sales. If the default rate on the leases increases and the price at which the related vehicles may be sold declines, you may experience losses with respect to your notes. If any of these events materially affect collections on the 2020-B SUBI assets, you may experience delays in payments or principal losses on your notes.

 

In addition, vehicle sales may be realized earlier than expected if lessees request early terminations of leases due to concerns arising from a recall, regardless of whether such vehicle was affected by the recall. As a result, you may receive payment of principal on the notes earlier than you expected.

Because the notes are in book-entry form, your rights can only be exercised indirectly  

Because the notes will be issued in book-entry form, other than in limited circumstances, you will be required to hold your interest in the notes through The Depository Trust Company in the United States, or Clearstream Banking, société anonyme or Euroclear Bank S.A./NV as operator of the Euroclear System in Europe or Asia. Transfers of interests in the notes within The Depository Trust Company, Clearstream Banking, société anonyme or Euroclear Bank/S.A./NV as operator of the Euroclear System must be made in accordance with the usual rules and operating procedures of those systems. So long as the notes are in book-entry form, you will not be entitled to receive a definitive note representing your interest. The notes will remain in book-entry form except in the limited circumstances described under the caption “The Notes—Definitive Notes in this prospectus. Unless and until the notes cease to be held in book-entry form, the indenture trustee will not recognize you as a “noteholder” and the owner trustee will not recognize you as a “Securityholder,” as those terms are used in the indenture, the trust agreement and the servicing agreement. As a result, you will only be able to exercise the rights as a noteholder indirectly through The Depository Trust Company (if in the United States) and its participating organizations, or Clearstream Banking, société anonyme

 

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and Euroclear Bank S.A./NV as operator of the Euroclear System (in Europe or Asia) and their participating organizations. Holding the notes in book-entry form could also limit your ability to pledge or transfer your notes to persons or entities that do not participate in The Depository Trust Company, Clearstream Banking, société anonyme or Euroclear Bank S.A./NV as operator of the Euroclear System. In addition, having the notes in book-entry form may reduce their liquidity in the secondary market because certain potential investors may be unwilling to purchase securities for which they cannot obtain physical notes.

 

Interest on and principal of the notes will be paid by the issuing entity to The Depository Trust Company as the record holder of those notes while they are held in book-entry form. The Depository Trust Company will credit payments received from the issuing entity to the accounts of its participants which, in turn, will credit those amounts to noteholders either directly or indirectly through indirect participants. This process may delay your receipt of principal and interest payments from the issuing entity.

The notes are not suitable investments for all investors  The notes are complex investments that are not a suitable investment if you require a regular predictable schedule of payments. The notes should be considered only by investors who, either alone or with their financial, tax and legal advisors, have the expertise to analyze the prepayment, reinvestment, residual value, default and market risk, the tax consequences of an investment and the interaction of these factors.
If ERISA liens are placed on the titling trust assets, you could suffer a loss  Liens in favor of and/or enforceable by the Pension Benefit Guaranty Corporation could attach to the leases and leased vehicles owned by the titling trust and could be used to satisfy unfunded ERISA obligations of any member of a controlled group that includes NMAC and its affiliates. Because these liens could attach directly to the leases and leased vehicles and because the issuing entity does not have a prior perfected security interest in the assets included in the 2020-B SUBI, these liens could have priority over the interest of the issuing entity in the assets included in the 2020-B SUBI. As of the date of this prospectus, neither NMAC nor any of its affiliates had any material unfunded liabilities with respect to their respective defined benefit pension plans. However, if an ERISA liability were asserted, you may suffer a loss on your investment in the notes.
The return on your notes could be reduced by shortfalls due to military action  

The effect of any current or future military action by or against the United States, as well as any future terrorist attacks, on the performance of the leases is unclear, but there may be an adverse effect on general economic conditions, consumer confidence and general market liquidity. Investors should consider the possible effects on delinquency, default and prepayment experience of the leases and the leased vehicles.

 

The federal Servicemembers Civil Relief Act, as amended, and similar state laws may provide relief to lessees who enter active military service and to lessees in reserve status who are called to active duty after the originations of their leases. Current U.S. military operations may continue to require the active duty deployment of enlisted servicemembers. The Servicemembers Civil Relief Act provides that under some circumstances the lessor may not terminate the lease contract for breach of the terms of the contract, including non-payment.

 

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Furthermore, under the Servicemembers Civil Relief Act, a lessee may terminate a lease of a vehicle at any time after commencement of active duty if (i) the lease is executed by or on behalf of a person who subsequently enters military service under a call or order specifying a period of not less than 180 days; (ii) the lessee, while in the military, executes a lease contract for a vehicle and thereafter receives military orders for a permanent change of station outside of the continental United States or for deployment for active duty for a period of not less than 180 days; or (iii) the lessee, while in military service executes a lease upon receipt of military orders, and thereafter receives a stop movement order in response to a local, national, or global emergency, effective for an indefinite period or for a period of not less than 30 days, which prevents the lessee or the lessee’s dependents, from using the vehicle for personal or business transportation. No early termination charge may be imposed on the lessee. No early termination charges may be imposed on the lessee for such termination. No information can be provided as to the number of leases that may be affected by these laws. In addition, these laws may impose limitations that would impair the ability of the servicer to repossess a defaulted vehicle during the related lessee’s period of active duty and, in some cases, may require the servicer to extend the maturity of the lease contract and readjust the payment schedule for a period of time after the completion of the lessee’s military service. If a lessee’s obligation to make lease payments is adjusted or extended, or if the lease is terminated early and no early termination charge is imposed, the servicer will not be required to advance those amounts. Any resulting shortfalls in interest or principal will reduce the amount available for distribution on the notes and the certificates.

 

For more information regarding the effect of the Servicemembers Civil Relief Act and other similar legislation, you should refer to “Additional Legal Aspects of the Leases and the Leased Vehicles—Consumer Protection Law” in this prospectus.

Vicarious tort liability may result in a loss  

Some states allow a party that incurs an injury involving a vehicle to sue the owner of the vehicle merely because of that ownership. As owner of the vehicles, the titling trust may be subject to these lawsuits. Most, but not all, states, however, either prohibit these vicarious liability suits against leasing companies or limit the lessor’s liability to the amount of liability insurance that the lessee was required to carry under applicable law but failed to maintain.

 

On August 10, 2005, President George W. Bush signed into law the Safe Accountable, Flexible, and Efficient Transportation Equity Act of 2005 (the “Transportation Act”), Pub. L. No. 109-59. The Transportation Act provides that an owner of a motor vehicle that rents or leases the vehicle to a person will not be liable under the law of a state or political subdivision by reason of being the owner of the vehicle, for harm to persons or property that results or arises out of the use, operation, or possession of the vehicle during the period of the rental or lease, if (i) the owner (or an affiliate of the owner) is engaged in the trade or business of renting or leasing motor vehicles; and (ii) there is no negligence or criminal wrongdoing on the part of the owner (or an affiliate of the owner). This provision of the Transportation Act was effective upon enactment and applies to any action commenced on or after August 10, 2005. The Transportation Act is intended to

 

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preempt state and local laws that impose possible vicarious tort liability on entities owning motor vehicles that are rented or leased and to reduce the likelihood of vicarious liability being imposed on the titling trust. State and federal courts considering whether the Transportation Act preempts state laws permitting vicarious liability have generally concluded that such laws are preempted with respect to cases commenced on or after August 10, 2005. One New York lower court, however, has reached a contrary conclusion in a 2006 case involving a leasing trust. This New York court concluded that the preemption provision in the Transportation Act was an unconstitutional exercise of congressional authority under the Commerce Clause of the United States Constitution and, therefore, did not preempt New York law regarding vicarious liability. New York’s appellate court overruled the trial court and upheld the constitutionality of the preemption provision in the Transportation Act. New York’s highest court, the Court of Appeals, dismissed the appeal. In a 2008 decision relating to a case in Florida, the U.S. Court of Appeals for the 11th Circuit upheld the constitutionality of the Transportation Act, and the plaintiffs’ petition seeking review of the decision by the U.S. Supreme Court was denied. In 2010, a similar decision was issued by the U.S. Court of Appeals for the 8th Circuit. While the outcome in these cases upheld federal preemption under the Transportation Act, the outcome of cases that are pending in other jurisdictions and their impact are uncertain at this time.

 

The servicer maintains liability insurance on behalf of the titling trust, and NMAC is a named insured under the titling trust’s applicable insurance policies. However, this coverage is subject to deductibles and claims could be imposed against the assets of the titling trust which could exceed that coverage. In the event the servicer fails to maintain this liability insurance coverage, the deductible is not satisfied or the insurance coverage protecting the titling trust is insufficient to cover, or does not cover, a material claim, that claim could be satisfied out of the proceeds of the leased vehicles and leases allocated to the 2020-B SUBI for your series of notes and you could incur a loss on your investment in the notes.

 

For a discussion of the possible liability of the titling trust in connection with the use or operation of the leased vehicles, you should refer to “Additional Legal Aspects of the Leases and the Leased VehiclesVicarious Tort Liability” in this prospectus.

 

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OVERVIEW OF THE TRANSACTION

Please refer to page vi for a diagram providing an overview of the transaction described in this prospectus. You can find a listing of the pages where the principal terms are defined under “Index of Principal Terms in this prospectus beginning on page 162.

All of the motor vehicle dealers in the Nissan Motor Acceptance Corporation (“NMAC” or, the “sponsor”) network of dealers have entered into agreements with NMAC or Infiniti Financial Services (“IFS”), which is a division of NMAC, pursuant to which they have assigned and will assign retail closed-end motor vehicle lease contracts that have been originated by those dealers and funded by NMAC or IFS to Nissan-Infiniti LT, a Delaware statutory trust (the “titling trust”). The titling trust was created in July 1998 to avoid the administrative difficulty and expense associated with retitling leased vehicles for the securitization of motor vehicle leases. The titling trust issued to NILT Trust (the “UTI Beneficiary”) a beneficial interest in the undivided trust interest (the “UTI”) representing the entire beneficial interest in the unallocated assets of the titling trust. See “The Titling Trust—Property of the Titling Trust in this prospectus. On or prior to the closing date, the UTI Beneficiary will instruct the trustee of the titling trust:

 

  

to establish a special unit of beneficial interest (the “2020-B SUBI”); and

 

  

to allocate from the UTI to the 2020-B SUBI a separate portfolio of leases (the “leases”), the related vehicles leased under the leases (the “leased vehicles”), the cash proceeds associated with such leases, the security deposits made by the lessees, the certificates of title relating to the leased vehicles and the right to receive payments under any insurance policy relating to the leases, the leased vehicles or the related lessees.

The 2020-B SUBI will represent the entire beneficial interest in the leases, leased vehicles and other assets associated with such leases and leased vehicles referenced above (collectively, the “SUBI Assets”). Upon the creation of the 2020-B SUBI, the portfolio of leases and leased vehicles will no longer constitute assets of the titling trust represented by the UTI, and the interest in the titling trust assets represented by the UTI will be reduced accordingly. The 2020-B SUBI will represent an indirect beneficial interest, rather than a direct legal interest, in the related SUBI Assets. The 2020-B SUBI will not represent a beneficial interest in any titling trust assets other than the related SUBI Assets. Payments made on or in respect of any titling trust assets other than the SUBI Assets will not be available to make payments on the notes or the certificates. The UTI Beneficiary may from time to time cause special units of beneficial interest similar to the 2020-B SUBI (each, an “Other SUBI”) to be created. The issuing entity (and, accordingly, the securityholders) will have no interest in the UTI, any Other SUBI or any assets of the titling trust allocated to the UTI or any Other SUBI. See “The Titling Trust and “The SUBI in this prospectus.

On the date of initial issuance of the notes and the certificates (the “closing date”), the titling trust will issue a certificate evidencing the 2020-B SUBI (the “2020-B SUBI certificate”) to or upon the order of the UTI Beneficiary. The UTI Beneficiary will then sell, transfer and assign its beneficial interests in the 2020-B SUBI represented by the 2020-B SUBI certificate to Nissan Auto Leasing LLC II (the “depositor”). The depositor will in turn sell, transfer and assign the 2020-B SUBI certificate to Nissan Auto Lease Trust 2020-B, a Delaware statutory trust (the “issuing entity”). The issuing entity will issue notes (the “notes”) with an aggregate initial principal balance of $1,275,000,000 (the “initial note balance”) and asset backed certificates (the “certificates”) representing the beneficial interest in the issuing entity to the depositor in consideration for the 2020-B SUBI certificate and will pledge the 2020-B SUBI certificate to the indenture trustee as security therefor. The holders of the notes are referred to in this prospectus as the “noteholders,” and the holders of the certificates are referred to herein as the “certificateholders.” The notes and the certificates are collectively referred to in this prospectus as the “securities,” and the holders of the securities are referred to as “securityholders.” Each note will represent an obligation of, and each certificate will represent a fractional beneficial interest in, the issuing entity. Payments in respect of the certificates will be subordinated to payments in respect of one or more classes of notes to the extent described in this prospectus.

The notes are the only securities being offered hereby. The depositor initially will retain all of the certificates.

 

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The sponsor expects that the notes will receive credit ratings from two nationally recognized statistical rating organizations hired by the sponsor to assign ratings on the notes (each, a “hired rating agency”). See “Ratings of the Notes in this prospectus for further information concerning the ratings assigned to the notes, including the limitations of such ratings.

THE ISSUING ENTITY

General

Nissan Auto Lease Trust 2020-B, the issuing entity, is a Delaware statutory trust and will be governed by the amended and restated trust agreement to be dated as of the closing date (the “Trust Agreement”), between Nissan Auto Leasing LLC II, the depositor, and Wilmington Trust, National Association, as owner trustee (the “owner trustee”).

The issuing entity will issue the notes pursuant to an indenture, to be dated as of the closing date (the “Indenture”), between the issuing entity and U.S. Bank National Association, as indenture trustee (the “indenture trustee” and, together with the owner trustee, the “trustees”), and will issue the certificates pursuant to the Trust Agreement.

The issuing entity will not engage in any activity other than as duly authorized in accordance with the terms of the Trust Agreement. On the closing date, the authorized purposes of the issuing entity will be limited to:

 

 1.

issuing the securities;

 

 2.

acquiring the 2020-B SUBI certificate and the other property of the issuing entity and proceeds therefrom;

 

 2.

assigning and pledging the property of the issuing entity to the indenture trustee;

 

 3.

making payments on the notes and the certificates;

 

 4.

entering into and performing its obligations under each Basic Document (as defined below) to which it is a party;

 

 5.

subject to compliance with the Basic Documents, engaging in such other activities as may be required in connection with conservation of the property of the issuing entity (the “issuing entity’s property”) and the making of distributions to the holders of the notes and the certificates; and

 

 6.

engaging in other activities that are necessary, suitable or convenient to accomplish, or that are incidental to or connected with, any of the foregoing activities.

The term “Basic Documents” refers collectively to the Indenture, together with the SUBI Trust Agreement, the Trust Agreement, the Servicing Agreement, the Trust Administration Agreement, the SUBI Certificate Transfer Agreement, the Trust SUBI Certificate Transfer Agreement, the Asset Representations Review Agreement, the Underwriting Agreement, the 2020-B SUBI certificate, the securities, and the Agreement of Definitions dated as of the closing date among the titling trust, NMAC, the depositor, the issuing entity, the UTI Beneficiary, NILT, Inc., the owner trustee and the indenture trustee (the “Agreement of Definitions”).

On the closing date, NMAC will make a capital contribution to the issuing entity to pay for a portion of the cost of acquiring the 2020-B SUBI certificate and the other property of the issuing entity.

The issuing entity may not engage in any additional activities other than in connection with the foregoing purposes or other than as required or authorized by the terms of the Basic Documents.

 

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Securities owned by the issuing entity, the depositor, the servicer and their respective affiliates will be entitled to all benefits afforded to the securities except that they generally will not be deemed to be outstanding for the purpose of making requests, demands, authorizations, directions, notices, consents or other action under the Basic Documents unless all other outstanding securities are owned by the issuing entity, the depositor, the servicer or their respective affiliates.

The issuing entity’s principal office will be in Wilmington, Delaware, in care of the owner trustee, at the address listed below under “The Owner Trustee, the Indenture Trustee and the Titling Trustee.” The fiscal year of the issuing entity ends on March 31 of each year. The depositor, on behalf of the issuing entity, will file with the Securities and Exchange Commission (the “SEC”) periodic reports of the issuing entity required to be filed with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC thereunder. For more information on where you can obtain a copy of these and other reports, you should refer to “Reports to Noteholders” in this prospectus.

Capitalization and Liabilities of the Issuing Entity

The expected capitalization and liabilities of the issuing entity as of the closing date, as if the issuance and sale of the securities had taken place on that date, will be as follows:

Capitalization

 

   Amount 

2020-B SUBI (Securitization Value as of the cutoff date)

  $1,526,947,713.40 

Reserve Account – Initial Balance

  $7,634,738.57 
  

 

 

 

Total

  $1,534,582,451.97 
  

 

 

 

Liabilities

 

   Amount 

Class A-1 notes

  $162,400,000 

Class A-2 notes

  $537,600,000 

Class A-3 notes

  $479,400,000 

Class A-4 notes

  $95,600,000 
  

 

 

 

Total

  $1,275,000,000 
  

 

 

 

Property of the Issuing Entity

On the closing date, the depositor will transfer the 2020-B SUBI certificate to the issuing entity pursuant to the Trust 2020-B SUBI Certificate Transfer Agreement. The issuing entity will then pledge its interest in the 2020-B SUBI certificate to the indenture trustee under the Indenture. See “The SUBI—Transfers of the SUBI Certificate in this prospectus.

After giving effect to the transactions described in this prospectus, the issuing entity’s property will include:

 

  

the 2020-B SUBI certificate, evidencing a 100% beneficial interest in the SUBI Assets, including the lease payments and right to payments received thereunder from the sale or other disposition of the leased vehicles after August 31, 2020 (the “cutoff date”), the SUBI Collection Account and the rights of the issuing entity to funds on deposit from time to time in the SUBI Collection Account and investment earnings, net of losses and investment expenses, on those amounts,

 

  

the Reserve Account and the rights of the issuing entity to funds on deposit from time to time in the Reserve Account (including investment earnings, net of losses and investment expenses, on amounts on deposit therein),

 

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the Note Distribution Account, the rights of the issuing entity to funds on deposit from time to time in the Note Distribution Account and any other account or accounts established pursuant to the Indenture,

 

  

the rights of the depositor, as transferee, under the SUBI Certificate Transfer Agreement,

 

  

the rights of the issuing entity, as transferee, under the Trust SUBI Certificate Transfer Agreement,

 

  

the rights of the issuing entity as a third-party beneficiary of the Servicing Agreement, to the extent relating to the SUBI Assets, and the SUBI Trust Agreement, and

 

  

all proceeds and other property from and relating to the foregoing.

The issuing entity will pledge the issuing entity’s property to the indenture trustee for the benefit of the noteholders and the certificateholders, pursuant to the Indenture.

Holders of the notes and certificates will be dependent on payments made on the leases and proceeds received in connection with the sale or other disposition of the related leased vehicles for payments on the notes and certificates. Because the 2020-B SUBI will represent a beneficial interest in the related SUBI Assets, the issuing entity will not have a direct ownership interest in the leases or a direct ownership interest or perfected security interest in the leased vehicles—which will be titled in the name of the titling trust or the titling trustee on behalf of the titling trust. It is therefore possible that a claim or lien in respect of the leased vehicles or the titling trust could limit the amounts payable in respect of the 2020-B SUBI certificate to less than the amounts received from the lessees of the leased vehicles or received from the sale or other disposition of the leased vehicles. To the extent that a claim or lien were to delay the disposition of the leased vehicles or reduce the amount paid to the holder of the 2020-B SUBI certificate in respect of its beneficial interest in the SUBI Assets, you could experience delays in payment or losses on your investment in the notes. See “Risk Factors—A depositor, sponsor or UTI Beneficiary bankruptcy could delay or limit payments to you,” Risk Factors—Interests of other persons in the leases and the leased vehicles could be superior to the issuing entity’s interest, which may result in delayed or reduced payment on your notes,” “The SUBI,” Additional Legal Aspects of the Titling Trust and the SUBI—The SUBI and “Additional Legal Aspects of the Leases and the Leased Vehicles—Security Interests in this prospectus.

THE OWNER TRUSTEE, THE INDENTURE TRUSTEE AND THE TITLING TRUSTEE

The Owner Trustee

Wilmington Trust, National Association (“WTNA”) (formerly called M & T Bank, National Association) will be the owner trustee under the Trust Agreement. WTNA is a national banking association with trust powers incorporated in 1995. The owner trustee’s principal place of business is located at 1100 North Market Street, Wilmington, Delaware 19890. WTNA is an affiliate of Wilmington Trust Company and both WTNA and Wilmington Trust Company are subsidiaries of Wilmington Trust Corporation. Since 1998, Wilmington Trust Company has served as owner trustee in numerous asset-backed securities transactions involving automobile leases.

On May 16, 2011, after receiving all required shareholder and regulatory approvals, Wilmington Trust Corporation, the parent of WTNA, through a merger, became a wholly-owned subsidiary of M&T Bank Corporation (“M&T”), a New York corporation.

WTNA is subject to various legal proceedings that arise from time to time in the ordinary course of business. WTNA does not believe that the ultimate resolution of any of these proceedings will have a materially adverse effect on its services as owner trustee.

WTNA has provided the above information for purposes of complying with Regulation AB. Other than the above three paragraphs, WTNA has not participated in the preparation of, and is not responsible for, any other information contained in this prospectus.

 

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The fees and expenses and indemnity payments of the owner trustee due pursuant to the Trust Agreement will be paid by the administrative agent under the Trust Agreement.

For a description of the roles and responsibilities of the owner trustee, see “Description of the Trust Agreement and “Description of the Trust Administration Agreement in this prospectus.

The Indenture Trustee

U.S. Bank National Association (“U.S. Bank”), a national banking association, will act as indenture trustee, note registrar and paying agent. U.S. Bancorp, with total assets exceeding $547 billion as of June 30, 2020, is the parent company of U.S. Bank, the fifth largest commercial bank in the United States. As of June 30, 2020, U.S. Bancorp served approximately 18 million customers and operated over 2,700 branch offices in 26 states. A network of specialized U.S. Bancorp offices across the nation provides a comprehensive line of banking, brokerage, insurance, investment, mortgage, trust and payment services products to consumers, businesses, and institutions.

U.S. Bank has one of the largest corporate trust businesses in the country with office locations in 48 domestic and 2 international cities. The Indenture will be administered from U.S. Bank’s corporate trust office located at 190 South LaSalle Street, 7th Floor, Chicago, Illinois 60603.

U.S. Bank has provided corporate trust services since 1924. As of June 30, 2020, U.S. Bank was acting as trustee with respect to over 104,000 issuances of securities with an aggregate outstanding principal balance of over $4.6 trillion. This portfolio includes corporate and municipal bonds, mortgage-backed and asset-backed securities and collateralized debt obligations.

The indenture trustee will make each monthly statement available to the Noteholders via the indenture trustee’s internet website at https://pivot.usbank.com. Noteholders with questions may direct them to the indenture trustee’s bondholder services group at (800) 934-6802.

As of June 30, 2020, U.S. Bank (and its affiliate U.S. Bank Trust National Association) was acting as indenture trustee, note registrar and paying agent on 178 issuances of automobile receivables-backed securities with an outstanding aggregate principal balance of approximately $77,194,400,000.00.

In the last several years, U.S. Bank and other large financial institutions have been sued in their capacity as trustee or successor trustee for certain residential mortgage backed securities (“RMBS”) trusts. The complaints, primarily filed by investors or investor groups against U.S. Bank and similar institutions, allege the trustees caused losses to investors as a result of alleged failures by the sponsors, mortgage loan sellers and servicers to comply with the governing agreements for these RMBS trusts. Plaintiffs generally assert causes of action based upon the trustees’ purported failures to enforce repurchase obligations of mortgage loan sellers for alleged breaches of representations and warranties, notify securityholders of purported events of default allegedly caused by breaches of servicing standards by mortgage loan servicers and abide by a heightened standard of care following alleged events of default.

U.S. Bank denies liability and believes that it has performed its obligations under the RMBS trusts in good faith, that its actions were not the cause of losses to investors, that it has meritorious defenses, and it has contested and intends to continue contesting the plaintiffs’ claims vigorously. However, U.S. Bank cannot assure you as to the outcome of any of the litigation, or the possible impact of these litigations on the trustee or the RMBS trusts.

On March 9, 2018, a law firm purporting to represent fifteen Delaware statutory trusts (the “DSTs”) that issued securities backed by student loans (the “Student Loans”) filed a lawsuit in the Delaware Court of Chancery against U.S. Bank in its capacities as indenture trustee and successor special servicer, and three other institutions in their respective transaction capacities, with respect to the DSTs and the Student Loans. This lawsuit is captioned The National Collegiate Student Loan Master Trust I, et al. v. U.S. Bank National Association, et al., C.A. No. 2018-0167-JRS (Del. Ch.) (the “NCMSLT Action”). The complaint, as amended on June 15, 2018, alleged that the DSTs have been harmed as a result of purported misconduct or omissions by the defendants concerning administration of the trusts and special servicing of the Student Loans. Since the filing of the NCMSLT Action,

 

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certain Student Loan borrowers have made assertions against U.S. Bank concerning special servicing that appear to be based on certain allegations made on behalf of the DSTs in the NCMSLT Action.

U.S. Bank believes that it has performed its obligations as indenture trustee and special servicer in good faith and in compliance in all material respects with the terms of the agreements governing the DSTs, and accordingly that the claims against it in the NCMSLT Action are without merit.

U.S. Bank has filed a motion seeking dismissal of the operative complaint in its entirety with prejudice pursuant to Chancery Court Rules 12(b)(1) and 12(b)(6) or, in the alternative, a stay of the case while other prior filed disputes involving the DSTs and the Student Loans are litigated. On November 7, 2018, the Court ruled that the case should be stayed in its entirety pending resolution of the first-filed cases. On January 21, 2020, the Court entered an order consolidating for pretrial purposes the NCMSLT Action and three other lawsuits pending in the Delaware Court of Chancery concerning the DSTs and the Student Loans (the “Consolidated Action”). U.S. Bank and other parties to the Consolidated Action have briefed and argued motions for judgment on the pleadings pursuant to Chancery Court Rule 12(c) regarding disputed issues of contractual interpretation at issue in one or more of the cases comprising the Consolidated Action, including the NCMSLT Action. The Court has not yet ruled on these motions or on U.S. Bank’s dismissal motion in the NCMSLT Action.

U.S. Bank intends to continue to defend the NCMSLT Action vigorously.

At all times, the indenture trustee or its parent must have a long-term debt rating of Baa3 or its equivalent rating or better, or otherwise acceptable to each of the hired rating agencies. The indenture trustee must at all times satisfy all applicable requirements of the Trust Indenture Act of 1939 (the “TIA”), and in addition, have a combined capital and surplus of at least $50,000,000 (as set forth in its most recently published annual report of condition).

The indenture trustee may resign at any time by so notifying the issuing entity and the servicer at least 30 days before the effective date of such resignation, in which event the issuing entity will be obligated to appoint a successor thereto. Noteholders representing at least a majority of the outstanding principal balance of the notes may remove the indenture trustee at any time and appoint a successor indenture trustee by so notifying the indenture trustee in writing at least 30 days prior to the effective date of such removal. The issuing entity shall remove the indenture trustee with 30 days prior written notice if the indenture trustee becomes insolvent or bankrupt, becomes subject to a receiver that takes charge of it or its property, ceases to be eligible to continue in that capacity under the Indenture, or otherwise becomes legally or practically incapable of fulfilling its duties under the Indenture. In those circumstances, the issuing entity will be obligated to appoint a successor thereto. Any resignation or removal of the indenture trustee and appointment of a successor trustee will not become effective until acceptance of the appointment by the successor.

NMAC, the depositor and their respective affiliates may maintain normal commercial banking relationships with the indenture trustee and its affiliates. Further, the indenture trustee and one of the underwriters, U.S. Bancorp Investments, Inc., are affiliates.

The fees and expenses and indemnity payments of the indenture trustee due pursuant to the Indenture will be paid by the administrative agent under the Indenture. To the extent these fees and expenses and indemnity payments are unpaid for at least 60 days, they will be payable from the SUBI Collection Account solely to the extent described in “Distributions on the Notes—Post-Acceleration Priority of Payments” and “Distributions on the Notes—Deposits to the Distribution Accounts; Priority of Payments” in this prospectus. For a description of the roles and responsibilities of the indenture trustee, see “Description of the Indenture in this prospectus.

The indenture trustee will not be obligated to monitor, supervise or enforce the performance of the depositor or NMAC under the Basic Documents, except as otherwise expressly specified in the Indenture and in the other Basic Documents.

For a description of the roles and responsibilities of the indenture trustee, see “Description of the Indenture” in this prospectus.

 

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THE TITLING TRUST

General

Nissan-Infiniti LT, the titling trust, is a Delaware statutory trust and is governed by an amended and restated trust and servicing agreement, dated as of August 26, 1998 (the “Titling Trust Agreement”), among the UTI Beneficiary, NMAC, as servicer (the “servicer”), NILT, Inc., as trustee (the “titling trustee”), Wilmington Trust Company, as Delaware trustee (the “Delaware trustee”), and U.S. Bank National Association (“U.S. Bank”), as trust agent (in that capacity, the “trust agent”). NMAC is currently contemplating a conversion of the titling trust from a Delaware series statutory trust to a Delaware series limited liability company. To provide for the servicing of the assets of the titling trust, the titling trust, the servicer and the UTI Beneficiary have entered into a Servicing Agreement (the “Basic Servicing Agreement”), dated as of March 1, 1999. The primary business purpose of the titling trust is to take assignments of, and serve as record holder of title to, leases and leased vehicles, in order to facilitate the securitization of the leases and leased vehicles in connection with the issuance of asset backed securities.

Except as otherwise described under “Description of the SUBI Trust Agreement in this prospectus, under the Titling Trust Agreement, the titling trust will not:

 

  

issue beneficial or other interests in the assets of the titling trust, notes or certificates other than (i) the 2020-B SUBI and the 2020-B SUBI certificate, (ii) one or more Other SUBI, (iii) one or more certificates representing each Other SUBI (the “Other SUBI certificates”), and (iv) the UTI and one or more certificates representing the UTI (the “UTI certificates”),

 

  

borrow money, except from NMAC, the UTI Beneficiary or their respective affiliates in connection with funds used to acquire leases and leased vehicles,

 

  

make loans,

 

  

invest in or underwrite securities,

 

  

offer notes and certificates in exchange for assets of the titling trust, with the exception of the 2020-B SUBI certificate, Other SUBI certificates and the UTI certificates,

 

  

repurchase or otherwise reacquire, other than for purposes of cancellation, any UTI certificate or, except as permitted by or in connection with permitted financing transactions, the 2020-B SUBI certificate or Other SUBI certificate, or

 

  

grant any security interest in or lien on any assets of the titling trust.

For more information regarding the titling trust and the servicing of the leases and leased vehicles, you should refer to “Description of the SUBI Trust Agreement” and “Description of the Servicing Agreement” in this prospectus.

The UTI Beneficiary

NILT Trust is the UTI Beneficiary under the Titling Trust Agreement. The sole beneficiary of the UTI Beneficiary is NMAC. The UTI Beneficiary was formed as a Delaware statutory trust in July 1998 for the sole purpose of being initial beneficiary of the titling trust, holding the UTI certificate, acquiring interests in one or more SUBIs, and engaging in related transactions. NMAC is currently contemplating a conversion of the UTI Beneficiary from a Delaware statutory trust to a Delaware limited liability company. So long as any financings involving interests in the titling trust, including the transactions described in this prospectus, are outstanding, NMAC may not transfer its beneficial interest in the UTI Beneficiary. The principal offices of the UTI Beneficiary are located at One Nissan Way, Franklin, Tennessee 37067, and its telephone number is (615) 725-1224.

 

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The Titling Trustee

NILT, Inc. will act as titling trustee of Nissan-Infiniti LT under the Titling Trust Agreement. NILT, Inc. is a Delaware corporation and a wholly-owned subsidiary of U.S. Bank National Association, which is a wholly-owned subsidiary of U.S. Bancorp. U.S. Bancorp, with total assets exceeding $547 billion as of June 30, 2020, is the parent company of U.S. Bank, the fifth largest commercial bank in the United States. As of June 30, 2020, U.S. Bancorp served approximately 18 million customers and operated over 2,700 branch offices in 26 states. A network of specialized U.S. Bancorp offices across the nation provides a comprehensive line of banking, brokerage, insurance, investment, mortgage, trust and payment services products to consumers, businesses and institutions. U.S. Bank has provided origination trustee services for auto lease-backed securities since 1993. It has one of the largest origination trustee businesses in the country. As of June 30, 2020, U.S. Bank, or a subsidiary thereof, was providing origination trustee services for over 20 issuers of auto lease-backed securities. The Titling Trust Agreement will be administered from U.S. Bank’s trust office located at 190 South LaSalle Street, Chicago, Illinois 60603.

Property of the Titling Trust

The assets of the titling trust (the “Titling Trust Assets”) generally consist of:

 

  

leases originated by dealers and assigned to the titling trust and all monies due from the lessees thereunder,

 

  

leased vehicles and all proceeds of those leased vehicles,

 

  

all of the dealers’ rights with respect to those leases and leased vehicles,

 

  

the rights to proceeds from any physical damage, liability or other insurance policies, if any, covering the leases or the related lessees or the leased vehicles, including but not limited to the Contingent and Excess Liability Insurance, and

 

  

all proceeds of the foregoing.

From time to time after the date of this prospectus, dealers may assign additional leases to the titling trust and, as described below, title the related leased vehicles in the name of the titling trust (or a nominee or trustee thereof on behalf of the titling trust).

Lease Origination and the Titling of Vehicles

All leases owned by the titling trust have been or will be underwritten using the underwriting criteria described under “The Sponsor—Lease Underwriting Procedures” in this prospectus. Under each lease, the titling trust (or a nominee or trustee thereof on behalf of the titling trust) will be listed as the owner of the related leased vehicle on the related certificate of title. Except as described below, liens will not be placed on the certificates of title, nor will new certificates of title be issued, to reflect the interest of the issuing entity, as holder of the 2020-B SUBI certificate, in the leased vehicles. The certificates of title to those leased vehicles registered in several states will, however, reflect a first lien held by the titling trust or NMAC (the “Administrative Lien”) that will exist solely to provide for delivery of title documentation of those leased vehicles to the titling trustee or the servicer. Each entity that records an Administrative Lien (other than the titling trust) will enter into an agreement by which it acknowledges that it has no interest in the related leased vehicles and additionally waives, quitclaims and releases any claim that it may have against the leased vehicles by virtue of such liens.

After the sale of the 2020-B SUBI certificate to the issuing entity, the servicer will be obligated, subject to certain conditions, to reallocate from the 2020-B SUBI any leases and related leased vehicles that do not meet certain representations and warranties. Those representations and warranties relate primarily to certain characteristics of the leases and do not typically relate to the creditworthiness of the related lessees or the collectability of the leases. For more information regarding the representations and warranties made by the servicer,

 

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you should refer to “Description of the Servicing AgreementRepresentations and Warranties; Remedies in this prospectus.

All leased vehicles owned by the titling trust will be held for the benefit of entities that from time to time hold beneficial interests in the titling trust. Those interests will be evidenced by one or more SUBIs or the UTI. Entities holding beneficial interests in the titling trust will not have a direct ownership in the related leases or a direct ownership or perfected security interest in the related leased vehicles. For further information regarding the titling of the leased vehicles and the interests of the issuing entity therein, you should refer to “Risk Factors—Interests of other persons in the leases and the leased vehicles could be superior to the issuing entity’s interest, which may result in delayed or reduced payments on your notes in this prospectus.

THE SUBI

General

The 2020-B SUBI will be issued by the titling trust under a 2020-B SUBI supplement to the Titling Trust Agreement (the “SUBI Supplement,” and together with the Titling Trust Agreement, the “SUBI Trust Agreement”), among the UTI Beneficiary, NMAC as servicer, the titling trustee, the Delaware trustee, and the trust agent. To provide for the servicing of the SUBI Assets, the titling trust, the servicer and the UTI Beneficiary will enter into a supplement to the Basic Servicing Agreement (the “Servicing Supplement and together with the Basic Servicing Agreement, the “Servicing Agreement”).

The 2020-B SUBI will represent an indirect beneficial interest, rather than a direct legal interest, in the leases and the leased vehicles allocated to that 2020-B SUBI, proceeds of or payments on or in respect of the leases or leased vehicles received or due after the close of business on the cutoff date, and all other related SUBI Assets, including:

 

  

amounts in the SUBI Collection Account received in respect of the leases or the sale of the leased vehicles,

 

  

certain monies due under or payable in respect of the leases and the leased vehicles after the cutoff date, including the right to receive payments made under insurance policies relating to the leases, the leased vehicles or the related lessees, and

 

  

all proceeds of the foregoing.

The 2020-B SUBI will not represent a beneficial interest in any titling trust assets other than the SUBI Assets. None of the issuing entity, the noteholders and the certificateholder, in such capacity, will have an interest in the UTI, any Other SUBI or any assets of the titling trust evidenced by the UTI or any Other SUBI. Payments made on or in respect of titling trust assets not represented by the 2020-B SUBI will not be available to make payments on the notes or the certificates.

On the closing date, the titling trust will issue the 2020-B SUBI certificate evidencing the 2020-B SUBI to or upon the order of NILT Trust, as UTI Beneficiary. For more information regarding the titling trust, the UTI Beneficiary and the titling trustee, you should refer to “The Titling Trust in this prospectus.

Transfers of the SUBI Certificate

Upon issuance by the titling trust, the 2020-B SUBI certificate will be transferred by the UTI Beneficiary to the depositor and then transferred by the depositor to the issuing entity.

Transfer of the 2020-B SUBI certificate by the UTI Beneficiary to the depositor will be made pursuant to a transfer agreement, to be dated as of the closing date (the “SUBI Certificate Transfer Agreement”). The UTI Beneficiary will covenant to treat the conveyance of the 2020-B SUBI certificate to the depositor as an absolute sale, transfer and assignment for all purposes.

 

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Immediately after the transfer of the 2020-B SUBI certificate to the depositor, the depositor will:

 

  

sell, transfer and assign to the issuing entity, without recourse, all of its right, title and interest in and to the 2020-B SUBI certificate under a transfer agreement, to be dated as of the closing date (the “Trust SUBI Certificate Transfer Agreement”) and

 

  

deliver the 2020-B SUBI certificate to the issuing entity.

In exchange, the issuing entity will transfer to the depositor the notes and the certificates.

Immediately following the transfer of the 2020-B SUBI certificate to the issuing entity, the issuing entity will pledge its interest in the issuing entity’s property, which includes the 2020-B SUBI certificate, to the indenture trustee as security for the notes.

THE DEPOSITOR

Nissan Auto Leasing LLC II (“NALL II”), the depositor, is a special purpose limited liability company that was formed under the laws of Delaware on October 24, 2001. The sole member of the depositor is NMAC. NMAC may not transfer its membership interest in the depositor so long as any financings involving interests held by the depositor at any time in the titling trust, including the transaction described in this prospectus are outstanding.

The limited liability company agreement of the depositor limits its activities to the following purposes:

 

  

acquire from, or sell to, NMAC or its dealers or affiliates its rights and interest in and to (including any beneficial interests in and to) receivables or leases arising out of or relating to the sale or lease of Nissan and Infiniti vehicles, moneys due under the receivables and the leases, security interests in the related financed or leased vehicles and proceeds from claims on the related insurance policies (collectively, the “Receivables”),

 

  

acquire from NMAC or any of its affiliates as the holder of the UTI one or more SUBIs and act as the beneficiary of any such SUBIs, and sell to NMAC or reallocate to the UTI certain of the leased vehicles and related leases comprising such SUBIs,

 

  

acquire, own and assign the Receivables and SUBIs, the collateral securing the Receivables and SUBIs, related insurance policies, agreements with dealers or lessors or other originators or servicers of the Receivables and any proceeds or rights thereto (the “Collateral”),

 

  

transfer the Receivables and SUBIs and/or related Collateral to a trust pursuant to one or more pooling and servicing agreements, sale and servicing agreements or other agreements (the “Transfer Agreements”) to be entered into by, among others, NALL II, the related trustee and the servicer of the Receivables or SUBIs,

 

  

authorize, sell and deliver any class of certificates or notes issued by an issuing entity under the related Transfer Agreements,

 

  

acquire from NMAC the notes and certificates issued by an issuing entity to which NMAC or one of its subsidiaries transferred the Receivables,

 

  

issue and deliver one or more series and classes of notes and certificates secured by or collateralized by one or more pools of the Receivables, the SUBIs or the Collateral,

 

  

sell and issue the notes and certificates secured by the SUBIs or the Receivables and the related Collateral to certain purchasers, pursuant to indentures, purchase agreements or other similar agreements (collectively, the “Purchase Agreements”),

 

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loan to, or borrow from, affiliates or others or otherwise invest or apply funds received as a result of NALL II’s interest in the notes and certificates and any other income,

 

  

perform its obligations under the Transfer Agreements and Purchase Agreements, and

 

  

engage in any activity and exercise any powers permitted by limited liability companies under the laws of the State of Delaware that are related or incidental to the foregoing and necessary, convenient or advisable to accomplish the foregoing.

Since its formation in October 2001, NALL II has been the depositor in each of NMAC’s lease securitization transactions, and has not participated in or been a party to any other financing transactions. For more information regarding NMAC’s lease securitization program, you should refer to “The Sponsor—Securitization” in this prospectus.

On the closing date, the UTI Beneficiary will convey the 2020-B SUBI certificate to the depositor, and the depositor will immediately convey the 2020-B SUBI certificate to the issuing entity in exchange for the notes and certificates. The depositor will then sell the notes to the underwriters pursuant to an underwriting agreement. For more information regarding the transfers of the 2020-B SUBI certificate on the closing date and the sale of the notes to the underwriters, you should refer, respectively, to “The SUBI—Transfers of the SUBI Certificate in this prospectus.

Upon the issuance of the certificates by the issuing entity, the depositor initially will retain all of the certificates. As the holder of the certificates, the depositor will have various rights and obligations under the Trust Agreement, including (i) the ability to direct the owner trustee to remove the servicer upon the occurrence and continuance of a servicer default relating to, and subsequent to the payment in full of, the notes and (ii) appointment of a successor trustee upon resignation and removal of the trustee of the issuing entity. Notwithstanding the foregoing, the rights of the depositor, as holder of the certificates, to take any action affecting the issuing entity’s property will be subject to the rights of the indenture trustee under the Indenture. For more information regarding the rights and obligations of the depositor upon the initial issuance of the notes, you should refer to “Description of the Trust Agreement in this prospectus.

The principal office of the depositor is located at One Nissan Way, Franklin, Tennessee 37067, and its telephone number is (615) 725-1127.

THE SPONSOR

General

NMAC was incorporated in the state of California in November 1981 and began operations in February 1982. NMAC is currently contemplating a conversion of various entities, including itself, the UTI Beneficiary, certain of its special purpose subsidiaries and the Titling Trust from corporations or statutory trusts, as applicable, to limited liability companies. NMAC is a wholly owned subsidiary of Nissan North America, Inc. (“NNA”), the primary distributor of Nissan and Infiniti vehicles in the United States and the District of Columbia. NNA is a direct wholly owned subsidiary of NML, which is a worldwide manufacturer and distributor of motor vehicles and industrial equipment.

NMAC provides indirect retail automobile and light-duty truck sale and lease financing by purchasing retail installment contracts and leases from Dealers in all 50 states of the United States and the District of Columbia. NMAC also provides direct wholesale financing to many of those Dealers by financing inventories and other Dealer activities such as business acquisitions, facilities refurbishment, real estate purchases and working capital requirements. Until April 1, 2019, NMAC also provided indirect retail automobile and light-duty truck sale and lease financing by purchasing retail installment contracts and leases from Dealers in Puerto Rico.

The principal executive offices of NMAC are located at One Nissan Way, Franklin, Tennessee 37067. NMAC also has a centralized operations center in Irving, Texas that performs underwriting, servicing and collection

 

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activities. Certain back office operations with respect to NMAC, including finance, accounting, legal and human resources, have been reorganized as functional departments under NNA. NMAC’s primary telephone number is (214) 596-4000.

NMAC is an indirect wholly-owned subsidiary of NML. Although NML is not guaranteeing the issuing entity’s obligations under the notes, NML’s financial condition may affect NMAC’s ability to service the leases and leased vehicles. See “Risk Factors—Adverse events with respect to NMAC, its affiliates or third-party service providers to whom NMAC outsources its activities may adversely affect the timing or amount of payments on your notes or may reduce the market value and/or liquidity of your notes” in this prospectus.

Securitization

General

Since 2000, one of the primary funding sources for NMAC has been financing wholesale loans, retail installment sales contracts and retail leases through term asset-backed securitization transactions. Generally, these are consumer assets purchased by NMAC or the titling trust from Nissan and Infiniti dealers or are commercial loans made by NMAC to dealers. NMAC generally holds, or ages these assets for an interim period in various special purpose financing entities prior to further transferring them in connection with a term asset-backed securitization transaction. During this interim period, NMAC’s financing needs with respect to such assets are met, in part, through the use of asset-backed commercial paper funded warehouse facilities. These warehouse facilities are provided by a number of financial institutions and provide liquidity to fund NMAC’s acquisition of assets.

A significant portion of NMAC’s financial assets are sold in term asset-backed securitization transactions. These assets support payments on the asset-backed securities and are not available to NMAC’s creditors generally. At June 30, 2020, NMAC has approximately half of its assets pledged in connection with asset-backed securitization transactions. NMAC expects that asset-backed securitization debt offerings will continue to be a material funding source for NMAC. No public securitizations sponsored by NMAC have defaulted or experienced an early amortization triggering event.

Lease Securitization

NMAC’s auto lease asset-backed securitization program was first established and utilized for the Nissan Auto Lease Trust 2000-A (“NALT 2000-A”) transaction. Prior to 2000, NMAC had acquired the leases and titled the related leased vehicles in its own name. In connection with the establishment of the lease asset-backed securitization program, NMAC formed Nissan-Infiniti LT, a Delaware statutory trust, which began titling leased vehicles into it in November 1998. Creating the titling trust allowed NMAC to avoid the administrative difficulty and expense associated with retitling leased vehicles for the securitization of motor vehicle leases.

NMAC is the initial servicer for all of the wholesale loans, retail installment sales contracts and retail leases that it finances. Although NMAC may be replaced or removed as servicer upon the occurrence of certain events, including the occurrence of a servicer default (as defined under the applicable financing documents), NMAC generally expects to service the wholesale loans, retail installment sales contracts and retail leases financed in an asset-backed securitization transaction for the life of that transaction. The servicer may not resign from its obligations and duties under the Servicing Agreement unless it determines that its duties thereunder are no longer permissible by reason of a change in applicable legal requirements and that the continuance of those duties would cause the servicer to be in violation of those legal requirements in a manner that would have a material adverse effect on the servicer or its financial condition. For more information regarding the circumstances under which NMAC may be replaced or removed or may resign as servicer of the leases and the leased vehicles, you should refer to “Description of the Servicing Agreement in this prospectus. If the servicing of any leases and the related leased vehicles were to be transferred from NMAC to another servicer, there may be an increase in overall delinquencies and defaults due to misapplied or lost payments, data input errors or system incompatibilities. Although NMAC expects that any increase in any such delinquencies would be temporary, there can be no assurance as to the duration or severity of any disruption in servicing the leases and the leased vehicles as a result of any servicing transfer. See “Risk Factors—Adverse events with respect to NMAC, its affiliates or third-party service providers to whom NMAC

 

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outsources its activities may adversely affect the timing or amount of payments on your notes or may reduce the market value and/or liquidity of your notes in this prospectus.

For more information regarding NMAC’s experience with respect to its entire portfolio of new and used Nissan motor vehicle leases, including leases owned by NMAC or the titling trust and leases that have been sold but are still being serviced by NMAC, you should refer to “Prepayments, Delinquencies, Repossessions and Net Losses in this prospectus.

Lease Underwriting Procedures

Lease applications are subject to NMAC’s credit policies and procedures. Contracts that are purchased must comply with NMAC’s underwriting standards and other requirements, as described below, under existing agreements between NMAC and the dealers. NMAC’s underwriting standards emphasize the prospective lessee’s ability to pay, as well as the asset value of the motor vehicle to be financed. NMAC’s underwriting, servicing and collection activities are conducted principally at a centralized processing center in Irving, Texas.

NMAC’s credit decision is influenced by, among other things, the applicant’s credit score as obtained by NMAC from one or more of the three national credit bureaus Equifax, Experian and TransUnion. In addition, NMAC requires that lease applications received from the Dealers be signed by the applicant and include the applicant’s name, address, social security number, residential status, source and amount of monthly income and amount of monthly rent or mortgage payment, if applicable, in the application. NMAC uses the lessee’s monthly self-reported gross income, including any income reported by a co-obligor, on the application at origination, for purposes of calculating the lessee’s payment-to-income ratio. A lease application may be reviewed by the credit officers within NMAC’s consumer credit department. Depending on their level and experience, credit officers may have the authority to approve or deny certain types of lease applications.

Upon receipt, lease applications are first processed through NMAC’s computer auto-decisioning system. The auto-decisioning system considers an applicant’s FICO®1 score, as well as related metrics of the lease (such as the minimum number of positive credit items or maximum level of derogatory credit items on an applicant’s credit history) when selecting applications to approve, reject or forward for review by an NMAC credit analyst. An application may be forwarded for review by an NMAC credit analyst because, for example, one or more credit-related criteria are not within certain guidance levels that are needed for auto-approval (even if the applicant’s criteria are generally within NMAC’s underwriting guidelines). After receiving the application for review, the NMAC credit analyst will evaluate the application in accordance with NMAC’s written underwriting guidelines and then either approve the application, reject the application or forward the application for review by an NMAC credit analyst with higher approval authority, depending on the circumstances and the authority level and experience of the credit analyst. Because any applications approved by a credit analyst (including credit analysts with the highest approval authority) must still be within NMAC’s underwriting guidelines, NMAC does not consider any such approved applications to be exceptions to its underwriting criteria.

NMAC makes its final credit decision based upon its assessment of the degree of credit risk with respect to each lease applicant. NMAC also uses a repeat customer algorithm to grant pre-approvals to existing lease customers. NMAC utilizes risk models developed by FICO®. These FICO® scores allow dealers to evaluate customers’ credit quality during the hours that NMAC is not open for business.

Determination of Residual Values

The value of the 2020-B SUBI certificate, which collateralizes the notes, is based on the aggregate Securitization Value of the leases and the related leased vehicles allocated thereto. The ALG Residual and the MRM Residual are residual value calculations produced by ALG, an independent publisher of residual value percentages recognized throughout the automotive finance industry for projecting vehicle market values at lease termination. The MRM Residual is the expected residual value of the related leased vehicle at the scheduled termination of the lease established by ALG in August 2020 as a “mark-to-market” value (assuming that the vehicle is in “average” condition rather than “clean” condition) based on the “Maximum Residualized MSRP,” which consists of the

 

1 

FICO® is a federally registered trademark of Fair Isaac Corporation.

 

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Manufacturers Suggested Retail Price (“MSRP”) of the typically equipped vehicle and value adding options, giving only partial credit or no credit for those options that ALG understands add little or no value to the resale price of the vehicle. This has the effect of placing a cap on the total capitalized cost of a vehicle for purposes of calculating the residual value of such vehicle. The ALG Residual is the expected residual value of the related leased vehicle at the scheduled termination of the lease established by ALG in August 2020 as a “mark-to-market” value (assuming that the vehicle is in “average” condition rather than “clean” condition) based on the total MSRP of the base vehicle and all NMAC authorized options, without making a distinction between value adding options and non-value adding options.

The following discussion relates to NMAC’s contract residuals, which will affect the return rates of vehicles to NMAC. Each lease sets forth a contract residual, which is the residual value of the leased vehicle at the scheduled termination of the lease established or assigned by NMAC at the time of origination of the lease (the “Contract Residual”). In establishing the Contract Residual of leased vehicles, NMAC uses third-party estimates including estimates provided by ALG as well as actual auction trends. The “Initial ALG Residual” is the expected value provided by ALG of the related leased vehicle at the time of scheduled termination of the lease and is determined at the time of origination of the lease. The difference between the Contract Residual specified in a lease and the Initial ALG Residual represents marketing incentives offered to customers. NMAC has fully reserved funds for the difference between the Contract Residual and the Initial ALG Residual.

The estimated future value of a leased vehicle is a major component of the leasing business. Specifically, any excess of the Contract Residual of a vehicle over its then actual market value represents a residual loss at lease termination. NMAC believes that this difference between the Contract Residual and the actual value at maturity may affect consumer behavior concerning purchasing or returning a vehicle to the lessor at lease termination. Furthermore, NMAC believes that return rates may decline as the difference between the Contract Residual and actual value declines. As it specifically pertains to this transaction, the residual loss at lease termination in respect of a leased vehicle will be determined by the excess, if any, of the Base Residual of the leased vehicle, which is the lowest of the related Contract Residual, the ALG Residual and the MRM Residual of such vehicle, over its then actual market value (based on the price at which the vehicle is sold at lease termination). For more information on how the residual values of the leased vehicles are determined you should refer to “The Leases—Characteristics of the Leases—Calculation of the Securitization Value” in this prospectus.

Lease Return Process and Remarketing

NMAC handles all remarketing of leased vehicles, including customer service, collections, accounting, end of term process and titling. NMAC’s Lease Customer Network Department (“LCN”) coordinates with NNA a direct mail campaign commencing approximately 180 days prior to maturity to lessees of Nissan and Infiniti-brand vehicles providing information about their lease-end responsibilities and options, including vehicle inspection, the end of lease process, turn-in requirements and options to purchase. LCN may place calls as early as 30 days prior to maturity to determine the lessee’s intent to purchase or return the related leased vehicles and to assist the lessee regarding the end of lease process.

Leased Vehicle Maintenance

Each NMAC form of lease provides that the lessee is responsible for all maintenance, repair, service and operating expenses of the leased vehicle. In addition, the lessee is responsible for all excessive damage to the leased vehicle and for its loss, seizure or theft. At the scheduled maturity date of a lease, if the lessee does not purchase the leased vehicle, the lease requires the lessee to pay the lessor any applicable charges for excess mileage or excess wear and tear (“Excess Mileage and Excess Wear and Tear Charges”). The Excess Mileage and Excess Wear and Tear Charges are assessed to compensate the lessor for certain deteriorations in the condition of the leased vehicle during the term of the lease. If the lessee fails to pay the Excess Mileage and Excess Wear and Tear Charges despite collection efforts, the amount owed will be charged-off.

Methods of Vehicle Disposal

NMAC’s Remarketing Department (“NMAC Remarketing”) handles all motor vehicle sales for NMAC including sales resulting from repossessions and end of term leases. Along with the LCN call center, the department

 

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is managed at a centralized location in Irving, Texas, and is supported with an administrative staff stationed at NMAC-AGS in Aguascalientes, Mexico and field remarketing managers assigned to respective auction sites.

Each lease provides that upon maturity, the lessee has the option to purchase the related motor vehicle for an amount equal to the Contract Residual, plus any remaining contractual obligations or customer liabilities (the “gross payoff”) provided in the gross payoff quote. If the lessee does not exercise this option, the related “grounding” dealer has the option to purchase the vehicle. NMAC utilizes the Remarketing Portfolio Manager (“RPM”) system, an electronic grounding, recovery and sales tool, to obtain the related vehicle federal odometer statement and electronic customer signature for all returned off-lease vehicles. The RPM system is also utilized by the grounding dealer to process the purchase by the grounding dealer or the lessee, as the case may be, of the related motor vehicle. Select off-lease vehicles may be offered exclusively to Nissan and Infiniti retailers in an “upstream sales channel” prior to being offered in “upstream sales channels” open to non-branded licensed dealers. All returned vehicles that have not been purchased by the lessee, grounding dealer or the “upstream sales channels” are then shipped to auction by NMAC Remarketing. Once at auction, off-lease vehicles are simultaneously offered to licensed dealers via the auction lanes and internet sales via Simulcast. NMAC and NNA inventory is managed through corporate closed and/or open auction sales. NMAC uses a system of auto auctions throughout the United States and views speed and efficiency of operations balanced with maximizing recovery values as the most critical aspects of managing off-lease vehicle inventory. Credit repossessions are handled in accordance with various state requirements.

Prior to a lessee returning their vehicle to the grounding dealer, each lessee is offered a complimentary pre-termination field-based inspection. If the lessee takes advantage of the pre-termination inspection, the lessee will be given the opportunity to make repairs to damages prior to the vehicle’s return. If the lessee opts to not have an inspection prior to returning their lease, a third-party inspection will be performed at the grounding dealer’s location after the vehicle has been returned. The inspection will be used for end of lease damage liability, when applicable. The inspection may also be used by NMAC Remarketing to identify the vehicle’s condition and assign an auction floor price for upstream sales. In addition, the inspection report can be used by the purchasing dealer to view the vehicle’s condition, including damage details and photos. Vehicles not purchased at time of return will receive an auction-based inspection to ensure that the mileage and damage disclosures are current and accurate at the time of auction sale, which will generate a condition report. Condition reports are electronically transmitted to the remarketing department’s system. NMAC Remarketing utilizes a proprietary internal pricing model to assign a target auction floor price to vehicles. Field representatives are charged with maximizing the recovery values of the off-lease vehicles as depreciating assets by managing the frequency of auction sales and determining which vehicles to sell or not sell on a given day. Vehicles that are not sold are offered again on the next available auction date or electronically via Manheim’s OVE system.

Off-lease vehicles are sold in the following ways: (a) to the lease customer at net payoff; (b) to the grounding dealer at either gross payoff or contract residual; (c) to eligible dealers at market prices; (d) to licensed dealers on the Manheim OVE; (e) “corporate closed auction,” open only to dealers; (f) “open auction,” open to any licensed dealer in the United States; and (g) “simulcast everywhere,” open to licensed dealers.

NMAC has regular sales at major auction locations throughout the United States. NMAC’s highest off-lease return volume has historically been in the northeast region. From time to time, vehicles may be marshaled and transported into other markets based on demand and inventory levels. NMAC utilizes an auction transportation optimization model that is supplemented by strategic decisions to make transfer decisions that will optimize financial recoveries.

Insurance on the Leased Vehicles

NMAC’s form of lease requires that lessees maintain motor vehicle liability and motor vehicle physical damage insurance on the leased vehicle. The amount of insurance required by the lease contracts is at least equal to the amount required by applicable state law, subject to customary deductibles. The insurance policy must name the titling trust, or the titling trustee, on behalf of the titling trust, as an additional insured and loss payee. The motor vehicle physical damage coverage must provide comprehensive and collision coverage for the actual cash value of the vehicle, with maximum deductibles of $1,000 for each such coverage. Since lessees may choose their own insurers to provide the required coverage, the specific terms and conditions of policies vary. NMAC requires lessees

 

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to provide evidence that the specified insurance coverage and additional insured loss payee provisions are in effect at the inception of the lease.

NMAC does not require lessees to carry credit disability, credit life, credit health or other similar insurance coverage, which provides for payments to be made on the leases on behalf of lessees in the event of disability or death. To the extent that the lessee obtains any of these insurance coverages, payments received by NMAC with respect to such coverage will be applied by NMAC, if permitted by applicable law, to payments on the related lease.

Contingent and Excess Liability Insurance

In addition to the physical damage and liability insurance coverage required to be obtained and maintained by the lessees pursuant to the leases, and as additional protection if a lessee fails to maintain the required insurance, NMAC maintains contingent liability or similar types of insurance through a combination of insurance and/or self-insurance mechanisms for the benefit of, among others, NMAC, the titling trustee, on behalf of the titling trust, the UTI Beneficiary, the depositor and the issuing entity, against third-party claims that may be raised against the titling trust or the titling trustee, on behalf of the titling trust, with respect to any leased vehicle owned by the titling trust (the “Contingent and Excess Liability Insurance”). The Contingent and Excess Liability Insurance provides a minimum primary coverage of $1 million combined single limit coverage per occurrence and a minimum excess coverage of $15 million combined single limit each occurrence, without limit on the number of occurrences in any policy period. Claims in excess of such coverage could be imposed against the assets of the titling trust including those assets allocated to the 2020-B SUBI. In that event, you could incur a loss on your investment in the notes. See “Additional Legal Aspects of the Titling Trust and the SUBI—The SUBI in this prospectus for a discussion of related risks.

With respect to damage to the leased vehicles, each lessee is required by the related lease to maintain comprehensive and collision insurance. As more fully described under “Description of the Servicing Agreement—Insurance on Leased Vehicles in this prospectus, the servicer will generally not be required to monitor a lessee’s continued compliance with insurance requirements. If the foregoing insurance coverage is exhausted or unavailable for any reason and no third-party reimbursement for any damage is available, you could incur a loss on your investment in the notes.

The Servicing Agreement provides that for so long as any of the notes are outstanding, neither the titling trustee nor NMAC may terminate or cause the termination of any Contingent and Excess Liability Insurance policy unless (i) a replacement insurance policy is obtained that provides coverage against third-party claims that may be raised against the titling trust, the titling trustee on behalf of the titling trust or the issuing entity in an amount at least equal to $1 million combined single limit per occurrence and excess coverage of at least $15 million combined single limit each occurrence, without limit on the number of occurrences in any policy period (which insurance policy may be a blanket insurance policy covering the servicer and one or more of its affiliates), and (ii) each hired rating agency receives prior written notice from the servicer of such termination and any replacement insurance. These obligations of NMAC will survive any termination of NMAC as servicer under the Servicing Agreement, until such time as claims can no longer be brought that would be covered by such insurance policies, whether as a result of the expiration of any applicable statute of limitations period or otherwise. Notwithstanding the foregoing, the servicer shall only be required to maintain the Contingent and Excess Liability Insurance policy that is required to be maintained by the servicer in the most recent Public ABS Transaction (as defined below); provided, that if no such Contingent and Excess Liability Insurance policy is required to be maintained in the most recent Public ABS Transaction, then no such Contingent and Excess Liability Insurance policy shall be required under the related Servicing Agreement. “Public ABS Transaction” means any publicly registered issuance of securities backed by (i) a certificate representing the beneficial interest in a pool of vehicle leases originated in the United States for a lessee with a United States address and the related leased vehicles or (ii) motor vehicle retail installment contracts originated in the United States and, for both clause (i) and clause (ii), for which the depositor, or any United States Affiliate thereof, acts as a depositor.

Collection and Repossession Procedures

There are several methods for lessees to make monthly lease payments. Generally, monthly payments are received at a lockbox, from phone pay or electronic payment service (Bill Matrix), Money Gram International, or

 

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web pay (NMAC’s Customer Self Service Portal), received through NMAC’s automated clearinghouse system, or physically received through deposit at a drop box. Lease payments are due on the 1st through the 28th day of each calendar month. Generally, all payments received by NMAC which can be identified will be deposited into the related collection account within two business days after identification, unless the Monthly Remittance Conditions has been met, which would then permit deposits on a monthly basis. See “Description of the Servicing Agreement—Collections in this prospectus.

NMAC considers a lease to be delinquent when 5% or more of the payment amount is past due. If a lease is delinquent, NMAC will charge a late fee where permissible and not exceeding statutory limits for each month that the lease is delinquent. NMAC utilizes behavioral based campaigns in its collection activities. The behavioral based campaigns are composed of two areas in addressing delinquent lessees. The first assesses the risk of the delinquent lessee through a behavioral scoring algorithm. The algorithm prioritizes the lessee from high to low risk and calling campaigns are structured to target high-risk lessees. Secondly, based on the score, management determines the best strategy for collection activity. Assessing the score allows the managers to focus resources on higher risk lessees. Lower risk lessees may receive no delinquency or collection communication from NMAC unless the delinquency becomes more severe. If the delinquent lease cannot be brought current or completely collected within 60 to 90 days, NMAC generally attempts to repossess the related leased vehicle. NMAC holds repossessed vehicles in inventory to comply with any applicable legal requirements for reinstatement and then sells or otherwise disposes of the vehicles. Any deficiencies remaining after repossession and sale of the vehicle or after the full charge-off of the lease are pursued by or on behalf of NMAC to the extent practicable and legally permitted. See “Additional Legal Aspects of the Leases and Leased Vehicles—Deficiency Judgments in this prospectus. NMAC attempts to contact lessees and establish and monitor repayment schedules until the deficiencies are either paid in full or become impractical to pursue.

Modifications of the Leases

On occasion, NMAC may extend the term of a lease if the lessee requests such extension and is not in default on any of its obligations under the lease and if the lessee agrees to continue to make monthly payments. Lessees at the end of a lease who intend to lease or purchase another Nissan or an Infiniti automobile but cannot do so at lease maturity for reasons such as awaiting delivery of a new vehicle, preference for the next model year or other timing circumstances, may qualify for a lease term extension. Lessees who wish to extend their lease term beyond the original scheduled end of the lease term (the “Lease Maturity Date”) by five months or less may do so by entering into a verbal lease extension agreement with NMAC. Lessees who wish to extend their lease term beyond the Lease Maturity Date by more than five months must sign and return a written lease extension agreement.

In the future NMAC may adopt incentive programs that encourage lease term extensions in circumstances other than in connection with the lease or purchase of another Nissan or Infiniti automobile. The servicer will be obligated to reallocate from the 2020-B SUBI the leased vehicles relating to any leases for which the servicer grants a lease term extension that extends the lease term beyond the final scheduled payment date of the latest maturing class of notes (other than any lease term extension in accordance with the servicer’s customary servicing procedures that is made after a default, breach, delinquency or event permitting acceleration under the terms of any lease shall have occurred or, in the judgment of the servicer, is imminent) (each, a “Term Extension”). In connection with such reallocation, the servicer will be required to pay the issuing entity an amount equal to (x) the sum of the present value, discounted at a rate specified in this prospectus, of (i) the monthly payments remaining to be made under the affected lease, and (ii) the base residual of the leased vehicles, which will be calculated as described under “The Leases—Characteristics of the Leases—Calculation of Securitization Value,” and (y) any delinquent payments not paid by the lessee (collectively, the “Repurchase Payments”) on or before the last day of the second Collection Period following the Collection Period in which such extension was granted. If a lessee changes the domicile of or title to the related leased vehicle to a Restricted Jurisdiction, the servicer will cause the affected lease and leased vehicle either to be reallocated from the 2020-B SUBI to the UTI or to an Other SUBI or to be conveyed to the servicer. In connection with such reallocation or reconveyance, the servicer will pay to the issuing entity the Repurchase Payments on or before the last day of the second Collection Period following the Collection Period in which such reallocation took place. See “Description of the Servicing Agreement—Purchase of Leased Vehicles Before Their Lease Maturity Dates in this prospectus. “Restricted Jurisdiction” means any jurisdiction in which the titling trust is not qualified and licensed to do business (or exempt from such qualification or licensing), other

 

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than any jurisdiction where the failure to be so qualified and licensed will not have a material adverse effect on the issuing entity.

Occasionally NMAC allows a change to the lessees on the lease by adding a new lessee who may assume the lease with the original lessee still obligated. In rare instances in the case of a vehicle that suffers a casualty or other loss, NMAC may permit a substitution of the original leased vehicle with a vehicle of similar value.

NMAC, as servicer, may also permit a lessee under a pull-forward program to terminate a lease prior to its maturity in order to allow such lessee, among other things, (i) to enter into a new lease contract for a new Nissan or Infiniti vehicle or (ii) to purchase a new Nissan or Infiniti vehicle, provided that the lessee is not in default on any of its obligations under the related lease and the financing of the related vehicle is provided by NMAC (each, a “Pull-Forward”). In the case of such early termination, all Pull-Forward Payments (defined below) due and payable by the lessee under the lease will be paid and deposited in the SUBI Collection Account within the time period required for the servicer to deposit collections into the SUBI Collection Account; provided that if the servicer waives the Pull-Forward Payment (or any portion thereof) payable by the lessee during any Collection Period, the servicer will be required to deposit the waived amount of the Pull-Forward Payment into the SUBI Collection Account by the next deposit date related to such Collection Period. The lessee may still be responsible for Excess Mileage, pro-rated monthly, and Excess Wear and Tear Charges for the period for which the lease was in effect and any taxes related to the termination of the lease. “Pull-Forward Payment means, with respect to any lease subject to a Pull-Forward, the monthly payments not yet due with respect to that lease.

Term Extensions, Pull-Forwards or other modifications to the leases made in accordance with the servicer’s customary servicing procedures may extend or shorten the maturity of the related leases and increase or decrease the weighted average life of the notes. As a result, the weighted average life and yield on your notes may be adversely affected by Term Extensions, Pull-Forwards or other modifications to the leases.

Credit Risk Retention

The depositor, a wholly owned subsidiary of NMAC, will be the initial holder of the issuing entity’s certificates. NMAC, through its ownership of the depositor, intends to retain an interest in the transaction in the form of the certificates. The certificates represent 100% of the beneficial interest in the issuing entity. For a description of the issuing entity’s assets and liabilities as of the closing date see “The Issuing Entity—Capitalization and Liabilities of the Issuing Entity” in this prospectus.

Pursuant to Regulation RR, NMAC, as sponsor, is required to retain an economic interest in the credit risk of the leases and leased vehicles, either directly or through a majority-owned affiliate. NMAC intends to satisfy this obligation through the retention by the depositor, its wholly-owned affiliate, of an “eligible horizontal residual interest” in an amount equal to at least 5%, as of the closing date, of the fair value of all of the notes and certificates issued by the issuing entity.

The eligible horizontal residual interest retained by the depositor will consist of the issuing entity’s certificates. Based on the assumptions provided below, NMAC expects the certificates to have a fair value of approximately $303,739,907.77, which is approximately 19.24% of the fair value of all of the notes and certificates issued by the issuing entity.

NMAC determined the fair value of the notes and the issuing entity’s certificates in accordance with the fair value assessment described in the FASB Accounting Standards Codification 820, Fair Value Measurements and Disclosures (“ASC 820”), under generally accepted accounting principles. Under ASC 820, fair value of the notes and the certificates generally would be the price that would be received by the seller in a sale of the notes and certificates, respectively, in an orderly transaction between unaffiliated market participants. Under ASC 820, buyers and sellers are both assumed to be knowledgeable and possess a reasonable understanding of the asset using all available information. Additionally, both the buyer and the seller are assumed to be able and willing to transact without an external force specifically compelling them to do so. For example, forced sales, forced liquidations and distress sales are not considered to be “orderly transactions.”

 

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ASC 820 establishes a fair value hierarchy with the following three levels, where Level 1 is the highest priority because it is the most objective and Level 3 is the lowest priority because it is the most subjective:

 

  

Level 1: fair value is calculated using observable inputs that reflect quoted prices for identical assets or liabilities in active markets;

 

  

Level 2: fair value is calculated using inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly; and

 

  

Level 3: fair value is calculated using unobservable inputs, such as the sponsor’s data.

NMAC believes that the fair value of the notes should be categorized within Level 2 of the fair value hierarchy assessment, reflecting the use of inputs derived from prices for similar instruments. NMAC believes that the issuing entity’s certificates should be categorized within Level 3 of the fair value hierarchy, reflecting the use of data not observable in the market and reflecting NMAC’s judgment regarding the assumptions market participants would use in pricing the certificates in a hypothetical sale.

The fair value of each class of notes is assumed to be approximately equal to the initial principal balance set forth for such class on the front cover of this prospectus, or par, and interest will accrue on the notes based on the following per annum interest rates:

 

Class  Interest Rate 

Class A-1 notes

   0.18250

Class A-2 notes

   0.34

Class A-3 notes

   0.43

Class A-4 notes

   0.49

To calculate the fair value of the issuing entity’s certificates, NMAC used a discounted cash flow method, which is calculated using the forecasted cash flows payable to the certificateholder and discounts the value of those cash flows to present value using a rate intended to reflect a hypothetical market yield. NMAC used an internal model to project future payments on the leases to be transferred under the SUBI Certificate to the issuing entity, the values of the related leased vehicles to be allocated to the SUBI Certificate transferred to the issuing entity, the interest and principal payments on each class of notes, the servicing fee, and deposits necessary to fund the reserve account to an amount equal to the specified reserve account balance. The forecasted cash flow model assumes that the administrative agent or sponsor, as applicable (and not the issuing entity) will pay the indenture trustee, owner trustee and asset representations reviewer fees and expenses. The resulting net cash flows to the certificateholder are discounted to their present value using an expected market yield which takes into account the first loss exposure of the certificate cash flows, the credit risk of the motor vehicle leases and the residual value of the related leased vehicles at the time of lease termination.

In connection with the discounted cash flow calculation described above and after considering NMAC’s actual historical performance of its previous securitized portfolios of motor vehicle leases and leased vehicles (see “Static Pool Information” below), the composition of the pool of leases and leased vehicles that is to be transferred to the issuing entity, trends in used vehicle values and general macroeconomic conditions, NMAC made the assumptions described under “Weighted Average Life of the Notes” in this prospectus (other than (3), (5), (11) and (12) thereunder) and the below additional assumptions:

 

  

the receivables in the pool had an aggregate Securitization Value of $1,526,947,713.40 as of the cutoff date;

 

  

the Class A-1 notes will be paid interest at the applicable “Interest Rate” described above on the basis of the actual number of days in an interest accrual period and a 360-day year;

 

  

the Class A-2 notes, Class A-3 notes and Class A-4 notes will be paid interest at the applicable “Interest Rate” described above on the basis of a 360-day year consisting of twelve 30-day months;

 

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excess collections remaining after payment of principal of and interest on the notes and other expenses of the issuing entity are allocated to the reserve account until the reserve account balance is equal to 0.50% of the aggregate Securitization Value of the pool of leases and the related leased vehicles as of the cutoff date;

 

  

the leases prepay at an ABS rate using a 75% prepayment assumption as described in “Weighted Average Life of the Notes”;

 

  

all leased vehicles are returned and are assumed to be sold for an amount equal to the Base Residual (which is the lowest of (a) the residual value of the related leased vehicle at the scheduled termination of the lease established by Automotive Lease Guide in August 2020 as a “mark-to-market” value without making a distinction between value adding options and non-value adding options, (b) the residual value of the related leased vehicle at the scheduled termination of the lease established by Automotive Lease Guide in August 2020 as a “mark-to-market” value giving only partial credit or no credit for options that add little or no value to the resale price of the vehicle, and (c) the residual value of the related leased vehicle at the scheduled termination of the lease established or assigned by NMAC at the time of origination of the lease), resulting in no residual gains or losses;

 

  

cumulative net losses (which include residual losses) on the leases and leased vehicles from the cutoff date through maturity, as a percentage of the aggregate Securitization Value, equal approximately 0.8% as a percentage of the aggregate Securitization Value as of the cutoff date, with a loss timing curve that assumes that 40.0% of the losses occur from the fourth Collection Period to the twelfth Collection Period after the cutoff date, 40.0% of the losses occur in the second year after the cutoff date and 20.0% of the losses occur in the third year after the cutoff date;

 

  

the recovery rate assumes a 50% recovery of Securitization Value of defaulted leases as of the date of charge-off, with a three-month lag between default and recovery on defaulted leases; and

 

  

projected cash flows to the certificateholder are discounted at 12%.

NMAC developed the discount rate, cumulative net losses on the leases and leased vehicles and loss timing curve based on the following additional factors:

Discount rate—estimated to reflect the credit exposure to the residual cash flows, and derived taking into account the following qualitative factors: (i) although there is not an actively traded market in asset backed certificates, any available recent pricing of asset-backed certificates in similar securitization transactions, (ii) the performance of prior securitized pools under the Nissan Auto Lease Trust platform and (iii) structural features of the transaction that may impact the stability of certificate cash flows.

Cumulative net losses; loss timing curve—the cumulative net loss assumption and the shape of the loss timing curve reflect a determination by NMAC and the depositor based on, among other items, the composition of the pool, experience with similar leases underwritten by NMAC, experience with residual values on off-lease vehicles, and the expected cumulative net loss rates as determined by the hired rating agencies; default and recovery rate estimates are included in the cumulative net loss assumption.

Based upon the foregoing inputs and assumptions, the fair value of the issuing entity’s certificates is expected to be approximately $303,739,907.77, which is approximately 19.24% of the aggregate fair value of the notes and the certificates on the closing date. NMAC believes that the inputs and assumptions that could have a material impact on the fair value calculation, or that would be material to an evaluation of NMAC’s fair value calculation, are described above. A differing opinion regarding the appropriate inputs and assumptions could materially change the determination of the fair value of the certificates. Further, the actual characteristics of the leases and leased vehicles to be allocated to the SUBI certificate transferred to the issuing entity on the closing date differ from the assumptions described above (for example, the use of hypothetical pools rather than the individual characteristics of each lease) and the actual performance of the leases is likely to differ from the assumed performance (such as the actual timing and amount of prepayment on the leases). Consequently, the present value of the projected cash flows on the certificates is expected to vary somewhat from the discounted actual cash flows

 

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on the certificates, and you should not assume that the fair value of the issuing entity’s certificates will be equal to or greater than the present value of the actual cash flows on the certificates.

NMAC will recalculate the fair value of the notes and the issuing entity’s certificates following the closing date to reflect the issuance of the notes and any material changes in the methodology or inputs and assumptions described above. The fair value of the certificates, as a percentage of the sum of the fair value of the notes and the certificates and as a dollar amount, in each case, as of the closing date, will be included in the first Form 10-D filed by the depositor after the closing date, together with a description of any material changes in the method or inputs and assumptions used to calculate the fair value of the notes and the issuing entity’s certificates.

As described under “Distributions on the Notes—Deposits to the Distribution Accounts; Priority of Payments” below, payments to holders of the issuing entity’s certificates on any payment date are subordinated to all payments of principal and interest on the notes by, and other expenses of, the issuing entity. In accordance with the requirements for an “eligible horizontal residual interest” under Regulation RR, on any payment date on which the issuing entity has insufficient funds to make all of the distributions described under “Distributions on the Notes—Deposits to the Distribution Accounts; Priority of Payments,” any resulting shortfall will, through operation of the priority of payments, reduce amounts payable to the holders of the certificates prior to any reduction in the amounts payable for interest on, or principal of, any class of notes. The calculation of principal and interest payable on the notes and the priority of those payments are described in this prospectus under “The Notes—Payments of Interest” and “—Principal” and “Distributions on the Notes,” respectively. The events of default and remedies available therefor are described in “Description of the Indenture—Events of Default” and “—Remedies Upon an Event of Default.”

The portion of the depositor’s retained economic interest that is intended to satisfy the requirements of Regulation RR will not be transferred or hedged except as permitted under Regulation RR. The depositor may transfer all or a portion of the eligible horizontal residual interest to another majority-owned affiliate of NMAC on or after the closing date.

EU Securitization Regulation

On the closing date, NMAC will represent and confirm, covenant and agree, solely for the benefit of those holders of beneficial interests in any notes which are institutional investors to which any of the EU Securitization Rules applies, with reference to the EU Securitization Rules (see “Underwriting—Requirements for Certain European Regulated Investors and Affiliates” in this prospectus) as in effect and applicable on the closing date, that:

(a) NMAC, as “originator” for the purposes of those EU Securitization Rules, will retain, upon issuance of the notes and on an ongoing basis, a material net economic interest (the “EU Retained Interest”) of not less than 5% in the securitization transaction described in this prospectus, in the form of retention of the first loss tranche in accordance with the text of option (d) of Article 6(3) of the EU Securitization Regulation (as supplemented by Article 8 of Regulation (EU) No 625/2014) as in effect on the closing date by holding all the membership interest in the depositor (or one or more other wholly-owned special purpose subsidiaries of NMAC), which in turn will retain a portion of the certificates to be issued by the issuing entity, such portion representing at least 5% of the nominal value of the securitized exposures;

(b) NMAC will not (and will not permit the depositor or any of its other affiliates to) hedge or otherwise mitigate its credit risk under or associated with the EU Retained Interest, or sell, transfer or otherwise surrender all or part of the rights, benefits or obligations arising from the EU Retained Interest, except to the extent permitted in accordance with those EU Securitization Rules;

(c) NMAC will not change the mode of retention or method of calculating the EU Retained Interest while any notes are outstanding, except to the extent permitted in accordance with those EU Securitization Rules; and

(d) NMAC will provide ongoing confirmation of its continued compliance with its obligations in the foregoing clauses (a), (b) and (c) in or concurrently with the delivery of each Payment Date Certificate.

 

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For purposes of the foregoing, the “nominal value of the securitized exposures” shall be treated as equal to the aggregate Securitization Value of the leases and leased vehicles allocated to the 2020-B SUBI, and the amount of the EU Retained Interest shall be treated as equal to the excess of that aggregate Securitization Value over the aggregate outstanding principal balance of the notes. See “The Sponsor—Determination of Residual Values.

Article 6(1) of the EU Securitization Regulation provides that an entity shall not be considered an “originator” for purposes of that Article 6 if it has been established or operates for the sole purpose of securitizing exposures. See “The Originator,” “The Sponsor—General” and “The Servicer” for information regarding NMAC, its business and activities.

In relation to originator credit granting standards, see “The Sponsor—Lease Underwriting Procedures,” “—Collection and Repossession Procedures” and “—Modifications of the Leases” in this prospectus.

The transaction described in this prospectus is not being structured to ensure compliance by any person with the transparency requirements in Article 7 of the EU Securitization Regulation.

Except as described herein, no party to the transaction described in this prospectus intends to take or refrain from taking any action with regard to such transaction in a manner prescribed or contemplated by the EU Securitization Rules, or to take any action for purposes of, or in connection with, facilitating or enabling the compliance by any investor with the EU Due Diligence Requirements.

Each prospective investor is required to independently assess and determine whether the undertaking by NMAC to retain the EU Retained Interest as described above and in this prospectus generally, the other information in this prospectus and the information to be provided in the monthly reports to the noteholders and in the Payment Date Certificates are sufficient for the purposes of complying with the EU Due Diligence Requirements and any corresponding national measures which may be relevant, and none of NMAC, the depositor, the sponsor, the underwriters or any of their respective affiliates or any other party to the transaction described in this prospectus makes any representation that the information described above or in this prospectus generally is sufficient in all circumstances for such purposes or any other purpose or that the structure of the notes, NMAC (including the EU Retained Interest) and the transactions described herein are compliant with the EU Securitization Rules or any other applicable legal or regulatory or other requirements and no such person shall have any liability to any prospective investor or any other person with respect to any deficiency in such information or any failure of the transactions or structure contemplated hereby to comply with or otherwise satisfy such requirements, any subsequent change in law, rule or regulation or any other applicable legal, regulatory or other requirements.

THE SERVICER

NMAC will be the servicer. NMAC has been servicing motor vehicle leases for over two decades. NMAC offers indirect automotive consumer loan and lease financing and direct dealer financing through (and to) Dealers in the United States. As used herein, “Dealer” means Nissan- and Infiniti-branded dealers and, in limited circumstances, other dealers not affiliated with Nissan- or Infiniti-branded dealers that operate dealerships franchised by other manufacturers. NMAC is the initial servicer for all of the contracts that it finances. For a description of the servicing procedures NMAC will utilize in servicing the leases, see “Description of the Servicing Agreement” in this prospectus. Although NMAC may be replaced or removed as servicer upon the occurrence of certain events, including the occurrence of a servicer default (as defined under the applicable Basic Documents), NMAC generally expects to service the contracts financed in an asset-backed securitization transaction for the life of that transaction. The servicer may not resign from its obligations and duties with respect to the leases under the Servicing Agreement unless it determines that the duties thereunder are no longer permissible under applicable law. For more information regarding the circumstances under which NMAC may be replaced or removed or may resign as servicer of the leases, you should refer to “Description of the Servicing Agreement—Servicer Resignation and Termination” in this prospectus.

Generally, NMAC is the servicer for all of the retail installment sales contracts, wholesale loans and retail leases that are sold through NMAC’s Asset-Backed Securitization Program. As the servicer, NMAC generally handles all collections, administers defaults and delinquencies and otherwise services all such retail installment contracts, floorplan loans and operating leases. Generally, NMAC will service the assets in NMAC’s Asset-Backed

 

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Securitization program in accordance with customary and usual servicing procedures and guidelines it uses with respect to comparable assets that it services for itself or others.

NMAC began operations in February 1982 and shortly thereafter started servicing auto retail installment contracts and operating leases. In 1995, the operations of IFS were assumed by NMAC. NMAC subsequently expanded its servicing portfolio to include floorplan loans to dealers.

For more information regarding the circumstances under which NMAC may be replaced or removed as servicer of the leases and the related leased vehicles, you should refer to “Description of the Servicing Agreement in this prospectus. If the servicing of any leases and the related leased vehicles were to be transferred from NMAC to another servicer, there may be an increase in overall delinquencies and defaults due to misapplied or lost payments, data input errors or system incompatibilities. Although NMAC expects that any increase in any such delinquencies to be temporary, there can be no assurance as to the duration or severity of any disruption in servicing the leases and the related leased vehicles as a result of any servicing transfer. See “Risk Factors—Adverse events with respect to NMAC, its affiliates or third-party service providers to whom NMAC outsources its activities may adversely affect the timing or amount of payments on your notes or may reduce the market value and/or liquidity of your notes in this prospectus.

In the normal course of its servicing business, NMAC outsources certain of its administrative functions to unaffiliated third-party service providers. Additionally, NMAC arranges for certain administrative functions to be performed under the supervision of NMAC by personnel of NR Finance Mexico (“NRFM”), a partially owned subsidiary of NMAC, and NR Finance Services S.A. de C.V., an affiliate of both NMAC and NRFM. In the case of third parties providing those administrative functions, such third parties do not have discretion relating to activities that NMAC believes would materially affect the amounts realized or collected with respect to the leases or the related leased vehicles or the timing of receipt of such amounts. Moreover, NMAC retains ultimate responsibility for those administrative functions under the Servicing Agreement and should any of those service providers not be able to provide those functions, NMAC believes those service providers or the functions performed by them could easily be replaced. Therefore, failure by the service providers to provide the administrative functions is not expected to result in any material disruption in NMAC’s ability to perform its servicing functions under the Servicing Agreement. See “Risk Factors—Adverse events with respect to NMAC, its affiliates or third-party service providers to whom NMAC outsources its activities may adversely affect the timing or amount of payments on your notes or may reduce the market value and/or liquidity of your notes in this prospectus.

THE ORIGINATOR

NMAC, as servicer for the tilting trust, has facilitated the origination by the titling trust of the leases included in the transaction described in this prospectus. NMAC offers indirect automotive consumer loan and lease financing and direct dealer financing through (and to) Dealers.

The following chart provides, respectively, market penetration information regarding Nissan and Infiniti motor vehicles leased in the United States and NMAC’s total revenues from leasing for the fiscal years ended March 31, 2016, 2017, 2018, 2019 and 2020 and for the three months ended June 30, 2020 and June 30, 2019.

Overview of NMAC Lease Financing Operations

 

   At or For the Three
Months Ended June 30,
   At or For the Twelve Months Ended March 31, 
   2020   2019   2020   2019   2018   2017   2016 

Number of leased vehicle contracts purchased by NMAC

   37,835    76,605    276,290    315,325    356,322    344,829    331,803 

Leasing Revenues(1)

  $1,136   $1,280   $4,956   $5,239   $5,263   $4,577   $4,054 

 

(1) 

Dollars in millions.

For further description of NMAC’s lease financing business, you should refer to “The Issuing Entity—Property of the Issuing Entity and “The SponsorLease Underwriting Procedures” in this prospectus.

 

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THE ASSET REPRESENTATIONS REVIEWER

Clayton Fixed Income Services LLC, a Delaware limited liability company (“Clayton”), has been appointed as asset representations reviewer pursuant to an agreement (the “Asset Representations Review Agreement”) among the sponsor, the servicer and the asset representations reviewer. Clayton has been engaged as the asset representations reviewer on more than 350 auto and equipment loan, lease and dealer floorplan and credit card securitization transactions since 2015.

Clayton is a wholly-owned subsidiary of Covius Services, LLC. Clayton and its affiliates have provided independent due diligence loan review and servicer oversight services since 1989. Clayton and its affiliates are leading providers of targeted due diligence reviews of securitized assets and policies and procedures of originators and Clayton and its affiliates have performed over 12 million loan reviews and provided ongoing oversight on over $2 trillion of securitization transactions on behalf of investors, sponsors, issuers and originators, including government sponsored enterprises and other governmental agencies. These services have been performed primarily on residential mortgage loan and residential mortgage-backed security transactions, although Clayton and its affiliates have also performed these services for transactions involving auto loans, credit cards, commercial mortgage loans, student loans, timeshare loans and boat and recreational vehicle loans.

The asset representations reviewer is not affiliated with the sponsor, the servicer, the indenture trustee, the owner trustee or any of their affiliates, nor has the asset representations reviewer been hired by the sponsor or an underwriter to perform pre-closing due diligence work on the leases and leased vehicles. The asset representations reviewer may not resign unless (a) the asset representations reviewer is merged into or becomes an affiliate of the sponsor, the servicer, the indenture trustee, the owner trustee or any person hired by the sponsor or any underwriter to perform pre-closing due diligence work on the leases and leased vehicles, (b) the asset representations reviewer no longer meets the eligibility requirements of the Asset Representations Review Agreement or (c) upon a determination that the performance of its duties under the Asset Representations Review Agreement is no longer permissible under applicable law. Upon the occurrence of one of the foregoing events, the asset representations reviewer will promptly resign and the sponsor will appoint a successor asset representations reviewer. Further, the indenture trustee, at the direction of noteholders evidencing a majority of the voting interests of the notes, shall terminate the rights and obligations of the asset representations reviewer upon the occurrence of one of the following events:

 

  

the asset representations reviewer becomes affiliated with (i) the sponsor, the depositor, the servicer, the indenture trustee, the owner trustee or any of their affiliates or (ii) a Person that was engaged by the sponsor or any underwriter to perform any due diligence on the leases or the related leased vehicles prior to the closing date;

 

  

the asset representations reviewer breaches of any of its representations, warranties, covenants or obligations in the Asset Representations Review Agreement; or

 

  

an insolvency event with respect to the asset representations reviewer occurs.

Upon a termination of the asset representations reviewer, the sponsor will appoint a successor asset representations reviewer. The asset representations reviewer shall pay the reasonable expenses associated with the resignation or removal of the asset representations reviewer and the appointment of a successor asset representations reviewer. Any resignation or removal of the asset representations reviewer, or appointment of a successor asset representations reviewer, will be reported in the Form 10-D related to the Collection Period in which such resignation, removal or appointment took place.

The asset representations reviewer will be responsible for reviewing the Subject Leases (as defined in “Description of the Servicing Agreement—Asset Representations Review—Delinquency Trigger”) for compliance with the Eligibility Representations made by the servicer on the leases if the conditions described below under “Description of the Servicing AgreementAsset Representations Review” are satisfied. Under the Asset Representations Review Agreement, the asset representations reviewer will be entitled to be paid the fees and expenses set forth under “Distributions on the Notes—Fees and Expenses” in this prospectus. The asset representations reviewer is required to perform only those duties specifically required of it under the Asset

 

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Representations Review Agreement, as described under “Description of the Servicing AgreementAsset Representations Review” below. The asset representations reviewer is not liable for any action taken, or not taken, in good faith under the Asset Representations Review Agreement, or for errors in judgment. However, the asset representations reviewer will be liable for its willful misfeasance, bad faith, breach of agreement or negligence in performing its obligations. The sponsor will indemnify the asset representations reviewer against any and all loss, liability or expense (including reasonable attorneys’ fees) incurred by it in connection with the administration of the Asset Representations Review Agreement and the performance of its duties thereunder, other than any such loss, liability or expense incurred by the asset representations reviewer through the asset representations reviewer’s own bad faith, willful misfeasance or negligence in performing its obligations under the Asset Representations Review Agreement or breach of the Asset Representations Review Agreement. The fees and expenses and indemnity payments of the asset representations reviewer due pursuant to the Asset Representations Review Agreement will be paid by the sponsor under the Asset Representations Review Agreement. To the extent these fees and expenses and indemnity payments, as applicable, are unpaid for at least 60 days, they will be payable out of Available Funds as described in “Distributions on the Notes—Deposits to the Distribution Accounts; Priority of Payments” and “Distributions on the Notes—Post-Acceleration Priority of Payments” in this prospectus.

THE LEASES

General

The leases allocated to the 2020-B SUBI will, as of the cutoff date, consist of 74,289 motor vehicle retail closed-end leases for new Nissan and Infiniti motor vehicles. Each lease was originated by a dealer in the ordinary course of such dealer’s business and assigned to the titling trust in accordance with the underwriting procedures described under “The Sponsor—Lease Underwriting Procedures in this prospectus. NMAC will represent and warrant, among other things, that no adverse selection procedures were employed in selecting the leases or the leased vehicles for allocation to the 2020-B SUBI; however, it is nonetheless possible that the delinquencies or losses on the leases could exceed those on other leases included in NMAC’s portfolio of new Nissan and Infiniti motor vehicle leases, which includes leases owned by NMAC or the titling trust and leases that have been sold but are still being serviced by NMAC.

Each lease is a closed-end lease. Over the term of the lease (the “Lease Term”), the lessee is required to make level monthly payments intended to cover the cost of financing the related leased vehicle, scheduled depreciation of the leased vehicle and certain sales, use or lease taxes. From each payment billed with respect to a leased vehicle, the amounts that represent the financing cost and depreciation of the leased vehicle (including any capitalized amounts, such as insurance and warranty premiums) (the “Monthly Payment”) will be available to the issuing entity to make payments in respect of the notes and the certificates.

A lease may terminate (a) on the Lease Maturity Date or (b) prior to the related Lease Maturity Date (an “Early Lease Termination”). An Early Lease Termination may occur if (i) the related lessee defaults under the lease (a “Credit Termination”), (ii) a lessee who is not in default elects to terminate the lease prior to the Lease Maturity Date (a “Lessee Initiated Early Termination”) or (iii) the related leased vehicle has been lost, stolen or damaged beyond economic repair (a “Casualty Termination”). In connection with certain types of Early Lease Terminations, the lessee will be required to pay early termination charges and fees described under “The Leases—Early Termination in this prospectus.

Tangible and Electronic Contracting

Following dealer and customer signing of a tangible contract, the dealer sends the documentation constituting the tangible record related to the applicable lease to an imaging center, where a third-party contractor images the documentation and transmits the image directly to the servicer’s computer systems for review by the originator, and funding will occur if the documentation meets compliance and policy requirements. The imaged contract documents are available for use by personnel in the ordinary course of servicing the applicable lease. Following the imaging, the original contract is shipped to a third-party document retention center that has various locations within the continental United States, which use sophisticated vaulting and security conditions and techniques including advanced fire suppression technology. The servicer may request retrieval of the original contract from the document retention center in the event of the need for re-imaging or for various servicing, re-assignment or enforcement purposes.

 

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Approximately 73.55% of the leases allocated to the 2020-B SUBI (by aggregate Securitization Value as of the cutoff date) were originated as electronic contracts. NMAC, on behalf of the titling trust, has contracted with a third-party to facilitate the process of creating and storing those electronic contracts. The third-party’s technology system permits transmission, storage, access and administration of electronic contracts and is composed of proprietary and third-party software, hardware, network communications equipment, lines and services, computer servers, data centers, support and maintenance services, security devices and other related technology materials that enable electronic contracting in the automobile retail industry. The third-party’s system allows for the transmission, storage, access and administration of electronic contracts. Through use of the third-party’s system, a dealer originates electronic retail closed-end motor vehicle lease contracts and then transfers these electronic contracts to the titling trust.

The third-party system uses a combination of technological and administrative features that are designed to: (i) designate a single copy of the record or records comprising an electronic contract as being the single “authoritative copy” of the lease; (ii) manage access to and the expression of the authoritative copy; (iii) identify the titling trust as the owner of record of the authoritative copy; and (iv) provide a means for transferring record ownership of, and the exclusive right of access to, the authoritative copy from the current owner of record to a successor owner of record.

Early Termination

In most instances, a lease will allow a Lessee Initiated Early Termination prior to the Lease Maturity Date provided that the lessee is not in default of its obligations under the lease. A lessee wishing to terminate a lease will be required to pay, unless required otherwise by state or federal law, the required Disposition Amount (under some lease contracts), plus an “Early Termination Charge equal to the lesser of (a) the present value (discounted at the implicit rate of such lease) of all remaining Monthly Payments and (b) the excess, if any, of the adjusted lease balance over the related leased vehicle’s fair market wholesale value in accordance with accepted practices in the automobile industry (or by written agreement between NMAC, on behalf of the titling trust, and the lessee). A lessee may dispute the valuation of a vehicle, in which case the lessee may submit a third-party professional appraisal. The “Disposition Amount” is determined by adding (a) any due but unpaid payments and other charges under the lease, (b) any amounts assessed by the servicer in Excess Mileage and Excess Wear and Tear Charges for the period for which the lease was in effect, pro-rated monthly, (c) any taxes related to the termination of the lease and (d) a disposition fee.

Credit Termination

Each lease also allows a Credit Termination upon a lessee default. Defaults under a lease include, but are not limited to:

 

 1.

the failure by a lessee to make a payment when due,

 

 2.

the failure of the lessee to provide truthful information on the credit application,

 

 3.

the failure of the lessee to timely or properly perform any obligation under the lease,

 

 4.

the bankruptcy or other insolvency of the lessee, or

 

 5.

any other act by the lessee constituting a default under applicable law.

If the lessor terminates a lease early due to a Credit Termination, the lessee will owe an amount determined by adding the following:

 

 1.

the Disposition Amount (including payments accrued under the lease through the date of termination),

 

 2.

the Early Termination Charge described above, except that the option to pay only the un-accrued remaining monthly payments is not available and the vehicle valuation is determined by auction,

 

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 3.

collection, repossession, transportation, storage and Disposition Expenses, and

 

 4.

reasonable attorneys’ fees and court costs, to the extent permitted by law.

Disposition Expenses” will mean with respect to a leased vehicle that is sold at auction or otherwise disposed of by the servicer, all expenses and other amounts reasonably incurred by the servicer in connection with such sale or disposition, including, without limitation, sales commissions, and expenses incurred in connection with making claims under any Contingent and Excess Liability Insurance or other applicable insurance policies. Disposition Expenses will be reimbursable to the servicer as a deduction from Net Auction Proceeds and from amounts on deposit in the SUBI Collection Account.

A lease may also terminate prior to its Lease Maturity Date upon a Casualty Termination if the related leased vehicle has been lost, stolen or damaged beyond economic repair. If the leased vehicle is stolen (and not recovered) or destroyed, and, so long as the lessee has complied with the lessee’s insurance obligations under the lease and is not otherwise in default of its obligations under the lease, the lessee’s insurance covers the casualty, the servicer will accept the amount of the applicable deductible paid by the lessee and the actual cash value paid by the lessee’s insurance company (“Insurance Proceeds”) in full satisfaction of the lessee’s obligations under the lease. If the Insurance Proceeds exceed the amount of the lessee’s obligations under the lease, it is NMAC’s policy to not refund the excess to the lessee (subject to certain exceptions granted on a case-by-case basis), unless otherwise required by applicable law, and will be available to the issuing entity to make payments in respect of the notes. Conversely, if the Insurance Proceeds are less than the amount of the lessee’s obligations under the lease, the shortfall will reduce the amount available to the issuing entity for distribution to the noteholders. If the lessee owes any past due payments or other amounts under the lease, the servicer may use the related Security Deposit (defined below) to offset such amounts. Any Insurance Expenses incurred by the servicer will be reimbursable to the servicer as a deduction from Net Insurance Proceeds.

Security Deposits

The titling trust’s rights related to the leases allocated to a SUBI will include all rights under those leases to the refundable security deposit paid by the lessees at the time the leases are originated (the “Security Deposit”). The Security Deposit is available as security for nonpayment of lease payments and excess wear and tear charges. As part of its general servicing obligations, the servicer will retain possession of each Security Deposit remitted by the lessees and will apply the proceeds of these Security Deposits in accordance with the terms of the leases, its customary and usual servicing procedures and applicable law. The servicer will not be required to segregate Security Deposits from its own funds (except as may be required under state law). Any income earned from any investment on the Security Deposits by the servicer will be for the account of the servicer as additional servicing compensation (except for income earned on Security Deposits paid in connection with leases originated in any state, which requires that such income, if any, must be reserved for the lessee who initially paid the related Security Deposit).

Characteristics of the Leases

The securitized portfolio information presented in this prospectus is based on a pool of leases and leased vehicles that will be allocated to the 2020-B SUBI on the closing date, and is calculated based on the Securitization Value (as defined below) of the leases and the related leased vehicles in such pool. The leases and related leased vehicles allocated to the 2020-B SUBI will have an aggregate Securitization Value of $1,526,947,713.40 as of the cutoff date. For more information regarding how the Securitization Value for each lease is calculated, you should refer to “—Calculation of the Securitization Value below.

 

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General

The leases were selected from a pool of eligible leases that all met several criteria. The criteria for the leases include, among others, that, as of the cutoff date, each lease:

 

  

relates to a Nissan or an Infiniti automobile, light duty truck, minivan or sport utility vehicle, of a model year of 2017 or later,

 

  

is a U.S. dollar-denominated obligation,

 

  

has a remaining term to maturity, as of the cutoff date, of not less than 12 months and not greater than 55 months,

 

  

had an original term of not less than 24 months and not greater than 60 months,

 

  

together with the related leased vehicle, has a Securitization Value, as of the cutoff date, of no greater than $83,772.90,

 

  

was originated in the United States on or after September 23, 2016

 

  

is not more than 29 days past due as of the cutoff date.

The “Adjusted Capitalized Cost” for each lease is the difference between (i) the sum of (a) the value of the vehicle agreed upon between the dealer and the lessee, plus (b) the cost of any items that the lessee pays over the Lease Term, such as taxes, fees, service contracts and insurance, and (ii) the amount of any net trade-in allowance, rebate, non-cash credit or cash paid by the lessee.

Any lease for which NMAC’s records as of the cutoff date indicate that the related lessee received an extension or modification related to COVID-19 has been excluded from each pool of leases and leased vehicles described in this prospectus.

Pool Underwriting

As described in “The Sponsor—Lease Underwriting Procedures” in this prospectus, under NMAC’s origination process, credit applications are evaluated by NMAC’s computer auto-decisioning system and are either automatically approved, automatically rejected or forwarded for review by an NMAC credit analyst based on NMAC’s auto-decisioning system. Applications that are not either automatically approved or automatically rejected are ultimately reviewed by an NMAC credit analyst with appropriate approval authority. 36,597 leases having an aggregate Securitization Value of $736,833,510.52 (approximately 48.26% of the aggregate Securitization Value of the leases and the related leased vehicles allocated to the 2020-B SUBI as of the cutoff date) were automatically approved by NMAC’s auto-decisioning system, while 37,692 leases having an aggregate Securitization Value of $790,114,202.88 (approximately 51.74% of the aggregate Securitization Value of the leases and the related leased vehicles allocated to the 2020-B SUBI as of the cutoff date) were evaluated and approved by an NMAC credit analyst with appropriate authority in accordance with NMAC’s written underwriting guidelines. As described herein, NMAC does not consider any of the leases in the pool of leases and leased vehicles described in this prospectus to constitute exceptions to NMAC’s written underwriting guidelines.

Credit Scores

As of the cutoff date, the weighted average FICO® score of the lessees is 760.

NMAC, like most of the industry, utilizes a generic score developed by Fair, Isaac and Company. This FICO® score is sold through the three major credit reporting agencies, each using a different trade name for the product. NMAC purchases the automobile specific version of FICO®. This score is one of several factors used by NMAC in its application processing system to assess the credit risk associated with each applicant.

 

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See “The Sponsor—Lease Underwriting Procedures in this prospectus. FICO® scores are based solely on independent third-party information from the credit reporting agency. The accuracy of independent third-party information provided to the credit reporting agency cannot be verified. FICO® scores should not necessarily be relied upon as a meaningful predictor of the performance of the leases. See “Risk Factors— Credit scores and historical loss experience may not accurately predict the likelihood of losses on the leases and therefore losses on your notes” in this prospectus. The table below illustrates the distribution of the leases in the pool described in this prospectus as of the cutoff date by FICO® score.

The distribution of leases and leased vehicles to be allocated to the 2020-B SUBI as of the cutoff date by FICO® score was as follows:

 

FICO® Score Range

  Number
of
Leases
   Percentage
of Total

Number of
Leases(1)
  Aggregate
Securitization
Value(1)(2)
   Percentage of
Aggregate
Securitization
Value(1)(2)
 

£ 600

   84    0.11 $1,799,402.64    0.12

601 to 650

   6,560    8.83   144,170,379.67    9.44 

651 to 700

   9,819    13.22   213,026,599.74    13.95 

701 to 750

   15,223    20.49   320,000,234.03    20.96 

751 to 800

   16,032    21.58   315,153,940.27    20.64 

801 to 850

   16,173    21.77   322,210,621.69    21.10 

851 to 900

   10,398    14.00   210,586,535.36    13.79 
  

 

 

   

 

 

  

 

 

   

 

 

 

Total

   74,289    100.00 $1,526,947,713.40    100.00
  

 

 

   

 

 

  

 

 

   

 

 

 

 

(1) 

Balances and percentages may not add to total due to rounding.

(2) 

Based on a Securitization Rate of 7.00%.

The distribution of leases and leased vehicles in the pool to be allocated to the 2020-B SUBI in the aggregate possess the following characteristics as of the cutoff date:

 

   Average  Minimum   Maximum 

Securitization Value(1)

  $20,554.16  $7,175.90   $83,772.90 

Base Residual

  $14,287.95  $3,344.25   $66,553.20 

Seasoning (Months)(2)(3)

   11   2    27 

Remaining Term (Months)(2)

   25   12    55 

Original Term (Months)(2)

   37   24    60 

Discounted Base Residual as a % of Securitization Value(1)

   59.92   

Base Residual as a % of MSRP

   43.82   

Percentage of Securitization Value Financed through Nissan or Infiniti dealers(1)

   Nissan 85.55   
   Infiniti 14.45   

 

(1)

Based on a Securitization Rate of 7.00%.

(2)

Weighted average by Securitization Value as of the cutoff date.

(3)

Seasoning is the number of months elapsed since origination of a lease.

For more information regarding the methodology used to determine the Base Residual, you should refer to “—Calculation of the Securitization Value” below.

The leases and leased vehicles allocated to the 2020-B SUBI will be on file with the trustee and will identify for each lease:

 

  

the identification number of the lease,

 

  

the identification number of the related leased vehicle,

 

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the related Lease Maturity Date and

 

  

the Securitization Value of the lease and the related leased vehicle on NMAC’s books as of the related cutoff date.

In the Servicing Agreement, NMAC will make representations and warranties with respect to each lease as described under “Description of the Servicing Agreement—Representations and Warranties; Remedies” in this prospectus.

Calculation of the Securitization Value

Under the Servicing Agreement, the servicer will calculate a “Securitization Value” for each lease equal to the following:

 

Calculation Date

  

Securitization Value Formula

as of any date other than its Lease Maturity Date:  the present value, calculated using the Securitization Rate, of the sum of (a) the aggregate Monthly Payments remaining on the lease, and (b) the Base Residual of the related leased vehicle and
as of its Lease Maturity Date:  the Base Residual of the related leased vehicle.

The present value calculations will be made using a discount rate of 7.00% (the “Securitization Rate”). The Securitization Rate was selected by the depositor with input from the underwriters and is determined based on our prevailing interest rates at the time of the transaction. The Securitization Rate takes into consideration, among other items, losses and other payments contemplated by the transaction.

The “Base Residual means the lowest of (i) the ALG Residual (“ALG Residual”) established in August 2020 as a “mark-to-market” value, (ii) the Maximum Residualized MSRP ALG Residual (“MRM Residual”) established in August 2020 as a “mark-to-market” value and (iii) the Contract Residual. The ALG Residual and the MRM Residual are residual value estimates established by a third-party source, Automotive Lease Guide (“ALG”), an independent publisher of residual value percentages recognized throughout the automotive finance industry for projecting vehicle market values at lease termination. For more information on how residual values of the leased vehicles are determined, you should refer to “The Sponsor—Determination of Residual Values in this prospectus.

 

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Distribution of the Leased Vehicles by Model

As of the cutoff date the distribution of the leased vehicles in the pool allocated to the 2020-B SUBI by Nissan and Infiniti model was as follows:

 

Model

  Number
of Leases
   Percentage of
Total Number
of Leases(1)
  Aggregate
Securitization
Value(1)(2)
   Percentage of
Aggregate
Securitization
Value(1)(2)
 

Rogue

   17,586    23.67 $319,957,827.70    20.95

Sentra

   19,115    25.73   274,450,953.49    17.97 

Murano

   6,692    9.01   184,082,950.30    12.06 

Altima

   8,911    12.00   176,091,822.17    11.53 

Pathfinder

   6,482    8.73   157,892,085.17    10.34 

Q50

   4,022    5.41   98,558,697.70    6.45 

QX60

   3,338    4.49   94,910,128.25    6.22 

Titan

   1,502    2.02   49,180,214.05    3.22 

Frontier

   2,060    2.77   45,450,573.49    2.98 

Maxima

   1,713    2.31   44,717,419.48    2.93 

Armada

   945    1.27   36,490,533.37    2.39 

Kicks

   962    1.29   15,603,830.52    1.02 

Q60

   523    0.70   15,324,401.02    1.00 

QX80

   214    0.29   8,485,069.85    0.56 

Q70

   97    0.13   2,815,884.36    0.18 

Other

   127    0.17   2,935,322.48    0.19 
  

 

 

   

 

 

  

 

 

   

 

 

 

Total:

   74,289    100.00 $1,526,947,713.40    100.00
  

 

 

   

 

 

  

 

 

   

 

 

 

 

(1) 

Balances and percentages may not add to total due to rounding.

(2) 

Based on a Securitization Rate of 7.00%.

Distribution of the Leased Vehicles by Vehicle Type

As of the cutoff date the distribution of the leased vehicles in the pool allocated to the 2020-B SUBI by Nissan and Infiniti vehicle type was as follows:

 

Vehicle Type

  Number
of Leases
   Percentage of
Total Number
of Leases(1)
  Aggregate
Securitization
Value(1)(2)
   Percentage of
Aggregate
Securitization
Value(1)(2)
 

Crossover

   35,087    47.23 $773,072,188.29    50.63

Car

   34,468    46.40   613,992,707.80    40.21 

Truck

   3,562    4.79   94,630,787.54    6.20 

SUV

   1,159    1.56   44,975,603.22    2.95 

Van

   13    0.02   276,426.55    0.02 
  

 

 

   

 

 

  

 

 

   

 

 

 

Total:

   74,289    100.00 $1,526,947,713.40    100.00
  

 

 

   

 

 

  

 

 

   

 

 

 

 

(1) 

Balances and percentages may not add to total due to rounding.

(2) 

Based on a Securitization Rate of 7.00%.

 

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Distribution of the Leases by Original Lease Term (Months)

As of the cutoff date the distribution of the leases in the pool allocated to the 2020-B SUBI by original lease term was as follows:

 

Original Lease Term (Months)

  Number
of Leases
   Percentage
of Total
Number of
Leases(1)
  Aggregate
Securitization
Value(1)(2)
   Percentage of
Aggregate
Securitization
Value(1)(2)
 

24 to 36

   62,839    84.59 $1,233,474,046.26    80.78

37 to 42

   8,052    10.84   216,159,869.84    14.16 

43 to 48

   3,394    4.57   77,195,006.76    5.06 

49 to 60

   4    0.01   118,790.54    0.01 
  

 

 

   

 

 

  

 

 

   

 

 

 

Total

   74,289    100.00 $1,526,947,713.40    100.00
  

 

 

   

 

 

  

 

 

   

 

 

 

 

(1) 

Balances and percentages may not add to total due to rounding.

(2) 

Based on a Securitization Rate of 7.00%.

Distribution of the Leases by Remaining Lease Term (Months)

As of the cutoff date the distribution of the leases in the pool allocated to the 2020-B SUBI by remaining lease term was as follows:

 

Remaining Lease Term (Months)

  Number
of Leases
   Percentage
of Total
Number of
Leases(1)
  Aggregate
Securitization
Value(1)(2)
   Percentage of
Aggregate
Securitization
Value(1)(2)
 

2 to 12

   800    1.08 $13,883,415.07    0.91

13 to 18

   15,907    21.41   296,517,217.90    19.42 

19 to 24

   19,671    26.48   390,287,142.91    25.56 

25 to 30

   19,108    25.72   396,722,551.22    25.98 

31 to 36

   15,411    20.74   352,394,075.17    23.08 

37 to 48

   3,391    4.56   77,101,680.38    5.05 

49 to 54

   0    0.00   0.00    0.00 

55 to 60

   1    0.00(3)   41,630.75    0.00(3) 
  

 

 

   

 

 

  

 

 

   

 

 

 

Total

   74,289    100.00 $1,526,947,713.40    100.00
  

 

 

   

 

 

  

 

 

   

 

 

 

 

(1) 

Balances and percentages may not add to total due to rounding.

(2) 

Based on a Securitization Rate of 7.00%.

(3) 

Less than 0.005% but greater than 0.000%.

 

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Distribution of the Leases by Quarter of Maturity Date

As of the cutoff date the distribution of the leases in the pool allocated to the 2020-B SUBI by quarter of maturity was as follows:

 

Quarter of Maturity Date

  Number of
Leases
   Percentage
of Total
Number of
Leases(1)
  Aggregate
Securitization Value(1)(2)
   Percentage of
Aggregate
Securitization
Value(1)(2)
  Aggregate
Base Residual(1)
   Percentage of
Aggregate
Base Residual(1)
 

Third Quarter 2021

   800    1.08 $13,883,415.07    0.91 $11,647,900.85    1.10

Fourth Quarter 2021

   9,881    13.30   181,614,294.34    11.89   144,554,074.20    13.62 

First Quarter 2022

   6,026    8.11   114,902,923.56    7.53   90,338,738.98    8.51 

Second Quarter 2022

   9,333    12.56   179,489,439.79    11.75   136,519,583.30    12.86 

Third Quarter 2022

   10,338    13.92   210,797,703.12    13.81   148,707,150.50    14.01 

Fourth Quarter 2022

   7,640    10.28   158,718,665.96    10.39   107,162,618.94    10.10 

First Quarter 2023

   11,468    15.44   238,003,885.26    15.59   156,821,070.00    14.77 

Second Quarter 2023

   10,933    14.72   249,741,056.20    16.36   163,314,810.00    15.39 

Third Quarter 2023

   4,478    6.03   102,653,018.97    6.72   65,363,376.85    6.16 

Fourth Quarter 2023

   511    0.69   10,749,918.83    0.70   5,126,687.30    0.48 

First Quarter 2024

   2,022    2.72   44,863,379.46    2.94   21,848,393.25    2.06 

Second Quarter 2024

   665    0.90   16,382,075.23    1.07   7,745,362.75    0.73 

Third Quarter 2024

   193    0.26   5,106,306.86    0.33   2,270,858.25    0.21 

Fourth Quarter 2024

   0    0.00   0.00    0.00   0.00    0.00 

First Quarter 2025

   0    0.00   0.00    0.00   0.00    0.00 

Second Quarter 2025

   1    0.00(3)   41,630.75    0.00(3)   16,917.60    0.00(3) 
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Total

   74,289    100.00 $1,526,947,713.40    100.00 $1,061,437,542.77    100.00
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

 

(1) 

Balances and percentages may not add to total due to rounding.

(2) 

Based on a Securitization Rate of 7.00%.

(3) 

Less than 0.005% but greater than 0.000%.

 

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Distribution of the Leases by Geographic Location

As of the cutoff date the geographic distribution of the leases in the pool allocated to the 2020-B SUBI by geographic location was as follows:

 

Geographic Location(1)

  Number
of
Leases
   Percentage
of Total
Number of
Leases(2)
  Aggregate
Securitization
Value(2)(3)
   Percentage of
Aggregate
Securitization
Value(2)(3)
 

New York

   12,251    16.49 $225,299,007.64    14.75

New Jersey

   10,760    14.48   219,487,023.03    14.37 

Florida

   7,841    10.55   166,307,224.19    10.89 

California

   5,822    7.84   119,304,458.61    7.81 

Pennsylvania

   5,364    7.22   107,143,066.93    7.02 

Ohio

   4,202    5.66   88,538,352.05    5.80 

Texas

   3,213    4.33   74,956,896.07    4.91 

Massachusetts

   3,505    4.72   69,075,372.13    4.52 

Connecticut

   2,926    3.94   57,615,726.41    3.77 

Illinois

   2,007    2.70   43,820,226.54    2.87 

Michigan

   1,377    1.85   28,278,928.97    1.85 

Minnesota

   1,243    1.67   27,167,021.82    1.78 

New Hampshire

   1,037    1.40   20,981,654.38    1.37 

Wisconsin

   967    1.30   20,361,092.74    1.33 

Indiana

   867    1.17   18,893,537.19    1.24 

North Carolina

   761    1.02   16,463,491.06    1.08 

Virginia

   702    0.94   15,227,629.73    1.00 

Colorado

   555    0.75   13,170,780.60    0.86 

Nebraska

   587    0.79   12,837,349.54    0.84 

Missouri

   581    0.78   12,816,102.87    0.84 

Maryland

   530    0.71   12,739,262.74    0.83 

Arizona

   554    0.75   12,383,999.32    0.81 

Georgia

   505    0.68   11,457,041.15    0.75 

Iowa

   457    0.62   10,803,053.18    0.71 

Tennessee

   488    0.66   10,625,940.13    0.70 

Rhode Island

   529    0.71   10,449,832.61    0.68 

Maine

   533    0.72   10,424,832.18    0.68 

South Carolina

   446    0.60   9,575,813.64    0.63 

Kentucky

   390    0.52   8,261,840.89    0.54 

Washington

   377    0.51   8,109,902.33    0.53 

Hawaii

   353    0.48   6,742,191.59    0.44 

Utah

   260    0.35   5,946,711.71    0.39 

Nevada

   246    0.33   5,447,555.93    0.36 

Delaware

   257    0.35   5,425,275.11    0.36 

Louisiana

   226    0.30   5,028,824.89    0.33 

Vermont

   256    0.34   5,008,708.28    0.33 

North Dakota

   178    0.24   4,606,074.73    0.30 

Alabama

   165    0.22   3,891,598.43    0.25 

West Virginia

   172    0.23   3,877,601.52    0.25 

Oregon

   147    0.20   3,063,187.15    0.20 

Kansas

   123    0.17   2,598,262.61    0.17 

South Dakota

   94    0.13   2,558,706.45    0.17 

Oklahoma

   78    0.10   1,881,516.31    0.12 

Mississippi

   80    0.11   1,858,082.55    0.12 

Idaho

   82    0.11   1,757,240.34    0.12 

Montana

   53    0.07   1,213,830.59    0.08 

District of Columbia

   42    0.06   1,066,164.28    0.07 

New Mexico

   41    0.06   964,360.36    0.06 

Arkansas

   31    0.04   789,090.74    0.05 

Wyoming

   20    0.03   495,615.62    0.03 

Alaska

   8    0.01   150,653.54    0.01 
  

 

 

   

 

 

  

 

 

   

 

 

 

Total:

   74,289    100.00 $1,526,947,713.40    100.00
  

 

 

   

 

 

  

 

 

   

 

 

 

 

(1)

Based on the billing addresses of lessees.

(2)

Balances and percentages may not add to total due to rounding.

(3)

Based on a Securitization Rate of 7.00%.

 

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As of the cutoff date, no states other than New York, New Jersey, Florida, California, Pennsylvania and Ohio accounted for 5.00% or more of the aggregate Securitization Value of the leases and related leased vehicles. Adverse economic or other conditions in any of these states may have a disproportionate impact on the performance of the leases and the leased vehicles. See “Risk Factors—The geographic concentration of the leases, economic factors and lease performance could negatively affect the pool assets in this prospectus.

Review of Pool Assets

In connection with the offering of the notes, the depositor has performed a review of the leases in the pool of leases and the related leased vehicles described in this prospectus and the disclosure regarding those leases required to be included in this prospectus by Item 1111 of Regulation AB (such disclosure, the “Rule 193 Information”). This review was designed and effected to provide the depositor with reasonable assurance that the Rule 193 Information is accurate in all material respects.

As part of the review, NMAC identified the Rule 193 Information to be covered and identified the review procedures for each portion of the Rule 193 Information. Descriptions consisting of factual information were reviewed and approved by NMAC’s senior management to ensure the accuracy of such descriptions. NMAC, assisted by external counsel, also reviewed the Rule 193 Information consisting of descriptions of portions of the Basic Documents and compared that Rule 193 Information to the related Basic Documents to ensure the descriptions were accurate. Members of NMAC’s capital markets group also consulted with internal regulatory personnel and counsel, as well as external counsel, with respect to the description of the legal and regulatory provisions that may materially and adversely affect the performance of the leases or payments on the notes.

In addition, NMAC also performed a review of the leases in the pool of leases and related leased vehicles described in this prospectus to confirm that those leases satisfied the criteria set forth under “Description of the Servicing Agreement—Representations and Warranties; Remedies” in this prospectus. The first aspect of that review tested the accuracy of the individual leases data contained in NMAC’s data tape. The data tape is an electronic record maintained by NMAC, which includes certain attributes of the leases. NMAC ensured that a random sample of 125 lease files, 121 of which relate to the leases in the pool of leases described in this prospectus, were selected to confirm certain data points such as money factor, FICO® score, remaining term to maturity and contract residual value conformed to the applicable information on the data tape. Of the approximately 2,541 aggregate data points checked with respect to the 121 lease files that relate to the leases in the pool of leases described in this prospectus, one discrepancy was found. The depositor believes that this discrepancy is an immaterial difference between the lease file and the data tape and does not indicate any systematic errors that could result in the Rule 193 Information not being accurate in all material respects. A second aspect of that review consisted of a comparison of the statistical information contained under “The Leases” to data in, or derived from, the data tape. Statistical information relating to the leases in the pool described in this prospectus was recalculated using the applicable information on the data tape. In addition to this review, NMAC performs periodic internal control reviews and internal audits of various processes, including its origination and reporting system processes.

Portions of the review of legal matters and the review of statistical information were performed with the assistance of third parties engaged by the depositor. The depositor determined the nature, extent and timing of the review and the sufficiency of the assistance provided by the third parties for purposes of its review. The depositor had ultimate authority and control over, and assumes all responsibility for, the review and the findings and conclusions of the review. The depositor attributes all findings and conclusions of the review to itself.

After undertaking the review described above, the depositor has found and concluded that it has reasonable assurance that the Rule 193 Information in this prospectus is accurate in all material respects.

Asset Level Information

The issuing entity has provided asset-level information regarding the leases and leased vehicles that will be allocated to the 2020-B SUBI on the closing date (the “asset-level data”) as an exhibit to a Form ABS-EE that was filed by the issuing entity by the date of the filing of this prospectus, which is hereby incorporated by reference. The asset-level data comprises each of the data points required with respect to automobile leases identified on Schedule AL to Regulation AB and generally includes, with respect to each lease and leased vehicle, the related asset number,

 

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the reporting period covered, general information about the lease and leased vehicle, information about the related lessee, information about activity on the lease and information about modifications of the lease since it was originated. In addition, the issuing entity will provide updated asset-level data with respect to the leases and leased vehicles each month as an exhibit to the monthly distribution reports filed with the SEC on Form 10-D.

STATIC POOL INFORMATION

Static Pool Information Regarding Certain Previous Securitizations” beginning on page A-1 in this prospectus, sets forth in graphic format static pool information regarding delinquencies, cumulative losses and prepayments for NMAC’s securitized portfolios of leases, and also sets forth in tabular format, as of the relevant cutoff date, certain characteristics of these leases for the past five years. The underlying historical data used in preparing the graphs are set forth under “Historical Pool Performance” beginning on page B-1 of this prospectus.

MATURITY AND PREPAYMENT CONSIDERATIONS

Information regarding maturity and prepayment considerations with respect to the notes is set forth under “Weighted Average Life of the Notes” and “Risk Factors—Returns on your investments may be reduced by prepayments on the leases, events of default, optional redemption or reallocation of the leases and the leased vehicles from the SUBI” in this prospectus. No principal payments will be made on the Class A-2 notes until the Class A-1 notes have been paid in full. No principal payments will be made on the Class A-3 notes until the Class A-1 notes and the Class A-2 notes have been paid in full. No principal payments will be made on the Class A-4 notes until the Class A-1 notes, the Class A-2 notes and the Class A-3 notes have been paid in full. However, upon a default under the Indenture (an “Event of Default”) and the acceleration of the notes following an Event of Default, principal payments will be made as follows: first, to the Class A-1 notes until the Class A-1 notes have been paid in full, and then to the Class A-2 notes, the Class A-3 notes and the Class A-4 notes, on a pro rata basis, based on the respective outstanding principal balances of those classes of notes, until the outstanding principal balances of those classes of notes have been paid in full. See “The Notes—Principal” in this prospectus.

Because the rate of payment of principal of each class of notes depends primarily on the rate of payment (including prepayments) on the leases and the leased vehicles, final payment of any class of notes could occur later or significantly earlier than their respective Final Scheduled Payment Dates set forth in “The Notes—Principal in this prospectus. Noteholders will bear the risk of being able to reinvest principal payments on the notes at yields at least equal to the yield on their respective notes if final payment on such notes occurs significantly earlier than such notes’ respective Final Scheduled Payment Dates. No prediction can be made as to the rate of prepayments on the leases in either stable or changing interest rate environments. For a more detailed discussion of the prepayment risks, see “Risk Factors—Returns on your investments may be reduced by prepayments on the leases, events of default, optional redemption or reallocation of the leases and the leased vehicles from the SUBI in this prospectus.

PREPAYMENTS, DELINQUENCIES, REPOSSESSIONS AND NET LOSSES

Prepayment Information

Prepayment information relating to NMAC’s securitized portfolios of leases for the past five years is set forth under “Static Pool Information Regarding Certain Previous Securitizations—Prepayment Information in Appendix A to this prospectus.

Delinquency, Repossession and Credit Loss Information

Set forth below is information concerning NMAC’s experience in the United States with respect to its entire portfolio of new Nissan and Infiniti motor vehicle leases, which includes leases owned by NMAC or the titling trust and leases, if any, that have been sold but are still being serviced by NMAC. The dollar amounts of the leases outstanding is NMAC’s book value. NMAC believes credit losses are an expected cost in the business of extending credit. NMAC’s strategy is to minimize credit losses while providing financing support for the sale of the motor vehicles.

 

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NMAC establishes an allowance for expected credit losses and deducts amounts reflecting losses against such allowance. For credit loss terminations, NMAC charges the account balance related to a lease against the allowance for credit losses upon the related vehicle’s sale date. For losses related to uncollected end of term charges such as Excess Mileage and Excess Wear and Tear Charges on early, full and over termination leases, NMAC charges the account balance to the related allowance 120 days after the initial customer billing statement is due. NMAC credits any recoveries from charge-offs related to a lease to the allowance. For more information regarding the Excess Mileage and Excess Wear and Tear Charges and other charges that may be payable by the related lessee upon termination of the lease, you should refer to “The Sponsor—Leased Vehicle Maintenance and “The Leases—Early Termination in this prospectus.

Gains or losses associated with the sale of off-lease inventory are recorded and charged to the corresponding allowance on the vehicle sale date.

Delinquency, repossession and loss experience may be influenced by a variety of economic, social and geographic conditions and other factors beyond NMAC’s control that may change over time, including periods of economic downturn and increased delinquencies and losses with respect to automobile leases. There is no assurance that NMAC’s delinquency, repossession and loss experience with respect to its leases and the related leased vehicles in the future, or the experience of the issuing entity with respect to the leases and the leased vehicles, will be similar to that set forth below. See “Risk Factors— Credit scores and historical loss experience may not accurately predict the likelihood of losses on the leases and therefore losses on your notes,” “Risk Factors— The geographic concentration of the leases, economic factors and lease performance could negatively affect the pool assets,” and “Risk Factors—Adverse events arising from the global Coronavirus outbreak could result in delays in payment or losses on your notes.”

We have not provided similar delinquency, repossession and loss data on the leases in the pool described in this prospectus, because none of the leases in the pool described in this prospectus, as of the cutoff date, was more than 29 days delinquent in payments. See “The Leases—Characteristics of the Leases—General in this prospectus.

Nissan Lease Delinquency Experience(1)(2)

(dollars in thousands)

 

   At or For the Three Months
Ended June 30,
  At or For the Twelve Months Ended March 31, 
   2020  2019  2020  2019  2018  2017  2016 

Dollar Amount of Net Receivables Outstanding(3)

  $12,296,961  $13,661,120  $12,853,115  $13,862,681  $14,639,236  $14,103,813  $13,041,429 

Ending Number of Lease Contracts Outstanding

   579,984   644,129   601,215   656,636   693,754   662,725   616,035 

Percentage of Delinquent Lease Contracts(4)

        

31-60 Days

   0.71  0.78  0.75  0.76  0.78  0.81  0.68

61-90 Days

   0.25  0.20  0.19  0.19  0.19  0.19  0.15

91 Days or more

   0.11  0.06  0.07  0.06  0.07  0.07  0.06
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

   1.07  1.03  1.01  1.02  1.04  1.07  0.89
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

(1) 

Includes leases, if any, for Nissan motor vehicles that NMAC has sold to third parties but continues to service.

(2) 

Percentages may not add to total due to rounding.

(3) 

Dollar amounts based on net book value of vehicles.

(4)

A lease is considered delinquent if 5% or more of the scheduled monthly payment is past due.

 

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Infiniti Lease Delinquency Experience(1)(2)

(dollars in thousands)

 

   At or For the Three Months
Ended June 30,
  At or For the Twelve Months Ended March 31, 
   2020  2019  2020  2019  2018  2017  2016 

Dollar Amount of Net Receivables Outstanding(3)

  $6,269,016  $7,428,980  $6,693,249  $7,579,619  $7,539,254  $7,044,256  $6,598,934 

Ending Number of Lease Contracts Outstanding

   184,329   210,235   193,926   213,903   214,014   202,039   180,395 

Percentage of Delinquent Lease Contracts(4)

        

31-60 Days

   0.79  0.71  0.79  0.76  0.66  0.61  0.55

61-90 Days

   0.29  0.20  0.22  0.17  0.16  0.14  0.12

91 Days or more

   0.13  0.08  0.08  0.07  0.06  0.05  0.04
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

   1.21  0.99  1.09  1.00  0.88  0.80  0.70
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

(1) 

Includes leases, if any, for Infiniti motor vehicles that NMAC has sold to third parties but continues to service.

(2) 

Percentages may not add to total due to rounding.

(3) 

Dollar amounts based on net book value of vehicles.

(4) 

A lease is considered delinquent if 5% or more of the scheduled monthly payment is past due.

NMAC Total Lease Delinquency Experience(1)(2)

(dollars in thousands)

 

   At or For the Three Months
Ended June 30,
  At or For the Twelve Months Ended March 31, 
   2020  2019  2020  2019  2018  2017  2016 

Dollar Amount of Net Receivables Outstanding(3)

  $18,565,976  $21,090,100  $19,546,365  $21,442,300  $22,178,490  $21,148,070  $19,640,363 

Ending Number of Lease Contracts Outstanding

   764,313   854,364   795,141   870,539   907,768   864,764   796,430 

Percentage of Delinquent Lease Contracts(4)

        

31-60 Days

   0.73  0.76  0.76  0.76  0.75  0.76  0.65

61-90 Days

   0.26  0.20  0.20  0.18  0.18  0.18  0.14

91 Days or more

   0.11  0.06  0.07  0.06  0.07  0.06  0.05
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

   1.11  1.02  1.03  1.01  1.00  1.00  0.85
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

(1) 

Includes leases, if any, for Nissan and Infiniti motor vehicles that NMAC has sold to third parties but continues to service.

(2) 

Percentages may not add to total due to rounding.

(3) 

Dollar amounts based on net book value of vehicles.

(4) 

A lease is considered delinquent if 5% or more of the scheduled monthly payment is past due.

 

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Nissan Lease Repossession and Credit Loss Experience(1)(2)

(dollars in thousands)

 

   At or For the Three Months
Ended June 30,
  At or For the Twelve Months Ended March 31, 
   2020  2019  2020  2019  2018  2017  2016 

Ending Number of

Lease Contracts

Outstanding

   579,984   644,129   601,215   656,636   693,754   662,725   616,035 

Average Number of

Lease Contracts Outstanding(3)

   587,905   648,715   628,658   676,342   683,996   646,309   573,245 

Repossessions:

        

Number of Repossessions

   1,434   1,689   6,620   8,682   9,010   7,849   3,877 

Number of Repossessions as a Percentage of Ending Number of Lease Contracts Outstanding

   0.99%(7)   1.05%(7)   1.10  1.32  1.30  1.18  0.63

Number of Repossessions as a Percentage of Average Number of Lease Contracts Outstanding

   0.98%(7)   1.04%(7)   1.05  1.28  1.32  1.21  0.68

Losses:

        

Dollar Amount of Net Receivables Outstanding(4)

  $12,296,961  $13,661,120  $12,853,115  $13,862,681  $14,639,236  $14,103,813  $13,041,429 

Average Dollar Amount of Net Receivables Outstanding(3)(4)

  $12,459,675  $13,743,815  $13,385,927  $14,242,228  $14,457,605  $13,721,924  $12,229,956 

Gross Repossession Losses(5)

  $26,457  $20,573  $89,666  $94,994  $105,125  $91,931  $56,835 

Repossession Recoveries(5)

  $2,662  $4,358  $22,678  $24,521  $20,384  $20,441  $13,357 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net Repossession Losses

  $23,794  $16,215  $66,988  $70,473  $84,740  $71,490  $43,478 

Average Net Repossession Loss per Liquidated Contract(6)

  $16,593  $9,600  $10,119  $8,117  $9,405  $9,108  $11,214 

Net Repossession Losses as a Percentage of Average Net Receivables Outstanding

   0.76%(7)   0.47%(7)   0.50  0.49  0.59  0.52  0.36

 

(1)

Includes leases, if any, for Nissan motor vehicles that the titling trust has sold to third parties but NMAC continues to service.

(2)

Numbers may not add to total due to rounding.

(3)

Average amounts calculated based on month-end data for the periods indicated.

(4)

Dollar amounts based on net book value of vehicles.

(5)

Includes involuntary and voluntary repossessions, bankruptcy repossessions and charge-offs.

(6)

Dollars not in thousands.

(7)

The percentages for the three months ended June 30, 2019 and June 30, 2020 have been annualized to facilitate year-to-year comparisons. Actual percentages for the entire year may differ from annualized percentages.

 

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Infiniti Lease Repossession and Credit Loss Experience(1)(2)

(dollars in thousands)

 

   At or For the Three Months
Ended June 30,
  At or For the Twelve Months Ended March 31, 
   2020  2019  2020  2019  2018  2017  2016 

Ending Number of Lease Contracts Outstanding

   184,329   210,235   193,926   213,903   214,014   202,039   180,395 

Average Number of Lease Contracts Outstanding(3)

   188,147   211,563   205,004   215,452   209,200   191,104   168,427 

Repossessions:

        

Number of Repossessions

   451   511   2,008   2,261   1,958   1,476   1,109 

Number of Repossessions as a Percentage of Ending Number of Lease Contracts Outstanding

   0.98%(7)   0.97%(7)   1.04  1.06  0.91  0.73  0.61

Number of Repossessions as a Percentage of Average Number of Lease Contracts Outstanding

   0.96%(7)   0.97%(7)   0.98  1.05  0.94  0.77  0.66

Losses:

        

Dollar Amount of Net Receivables Outstanding(4)

  $6,269,016  $7,428,980  $6,693,249  $7,579,619  $7,539,254  $7,044,256  $6,598,934 

Average Dollar Amount of Net Receivables Outstanding(3)(4)

  $6,417,595  $7,487,838  $7,178,470  $7,599,323  $7,408,711  $6,892,624  $6,181,134 

Gross Repossession Losses(5)

  $13,575  $11,249  $46,978  $52,238  $54,397  $28,689  $23,052 

Repossession Recoveries(5)

  $1,366  $2,383  $11,881  $13,484  $10,548  $4,310  $3,346 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net Repossession Losses

  $12,209  $8,866  $35,097  $38,754  $43,849  $24,379  $19,707 

Average Net Repossession Loss per Liquidated Contract(6)

  $27,070  $17,350  $17,479  $17,140  $22,395  $16,517  $17,770 

Net Repossession Losses as a Percentage of Average Net Receivables Outstanding

   0.76%(7)   0.47%(7)   0.49  0.51  0.59  0.35  0.32

 

(1)

Includes leases, if any, for Infiniti motor vehicles that the titling trust has sold to third parties but NMAC continues to service.

(2)

Numbers may not add to total due to rounding.

(3)

Average amounts calculated based on month-end data for the periods indicated.

(4)

Dollar amounts based on net book value of vehicles.

(5)

Includes involuntary and voluntary repossessions, bankruptcy repossessions and charge-offs.

(6)

Dollars not in thousands.

(7)

The percentages for the three months ended June 30, 2019 and June 30, 2020 have been annualized to facilitate year-to-year comparisons. Actual percentages for the entire year may differ from annualized percentages.

 

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NMAC Total Lease Repossession and Credit Loss Experience(1)(2)

(dollars in thousands)

 

   At or For the Three Months
Ended June 30,
  At or For the Twelve Months Ended March 31, 
   2020  2019  2020  2019  2018  2017  2016 

Ending Number of Lease Contracts Outstanding

   764,313   854,364   795,141   870,539   907,768   864,764   796,430 

Average Number of Lease Contracts Outstanding(3)

   776,051   860,278   833,661   891,794   893,196   837,413   741,672 

Repossessions:

        

Number of Repossessions

   1,885   2,200   8,628   10,943   10,968   9,325   4,986 

Number of Repossessions as a Percentage of Ending Number of Lease Contracts Outstanding

   0.99%(7)   1.03%(7)   1.09  1.26  1.21  1.08  0.63

Number of Repossessions as a Percentage of Average Number of Lease Contracts Outstanding

   0.97%(7)   1.02%(7)   1.03  1.23  1.23  1.11  0.67

Losses:

        

Dollar Amount of Net Receivables Outstanding(4)

  $18,565,976  $21,090,100  $19,546,365  $21,442,300  $22,178,490  $21,148,070  $19,640,363 

Average Dollar Amount of Net Receivables Outstanding(3)(4)

  $18,877,270  $21,231,653  $20,564,397  $21,841,551  $21,866,316  $20,614,548  $18,411,090 

Gross Repossession Losses(5)

  $40,031  $31,822  $136,644  $147,232  $159,522  $120,620  $79,888 

Repossession Recoveries(5)

  $4,028  $6,741  $34,559  $38,006  $30,932  $24,751  $16,703 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net Repossession Losses

  $36,003  $25,081  $102,085  $109,227  $128,589  $95,869  $63,185 

Average Net Repossession Loss per Liquidated Contract(6)

  $19,100  $11,400  $11,832  $9,981  $11,724  $10,281  $12,672 

Net Repossession Losses as a Percentage of Average Net Receivables Outstanding

   0.76%(7)   0.47%(7)   0.50  0.50  0.59  0.47  0.34

 

(1) 

Includes leases, if any, for Nissan and Infiniti motor vehicles that the titling trust has sold to third parties but NMAC continues to service.

(2) 

Numbers may not add to total due to rounding.

(3) 

Average amounts calculated based on month-end data for the periods indicated.

(4) 

Dollar amounts based on net book value of vehicles.

(5) 

Includes involuntary and voluntary repossessions, bankruptcy repossessions and charge-offs.

(6) 

Dollars not in thousands.

(7)

The percentages for the three months ended June 30, 2019 and June 30, 2020 have been annualized to facilitate year-to-year comparisons. Actual percentages for the entire year may differ from annualized percentages.

 

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Residual Value Loss Experience

Set forth below is information concerning residual value loss experience and return rates for Nissan and Infiniti motor vehicles at termination. The residual value loss rates are indicated as the difference between the Initial ALG Residual and the actual amounts received for the off-lease vehicles (customer purchases and auction proceeds). In general, Contract Residuals reflect Initial ALG Residuals plus a small number of percentage points. See “The SponsorDetermination of Residual Values in this prospectus.

 

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Nissan Residual Value Loss Experience(1)(2)

 

   At or For the Three Months Ended
June 30,
  At or For the Twelve Months Ended March 31, 
   2020  2019  2020  2019  2018  2017  2016 

Total Number of Vehicles Scheduled to Terminate(1)

   58,961   70,612   262,865   254,223   211,838   214,963   181,143 

Total Initial ALG Residual on Vehicles Scheduled to Terminate(3)

  $823,304,882  $952,762,992  $3,507,054,215  $3,348,012,275  $2,874,358,527  $3,047,612,446  $2,579,160,459 

Number of Vehicles Returned to NMAC(4)

   39,233   49,955   185,961   183,412   157,264   158,771   114,741 

Vehicles Returned to NMAC Ratio

   66.54  70.75  70.74  72.15  74.24  73.86  63.34

Number of Vehicles going to Full Termination(5)

   31,343   37,889   141,802   129,650   102,178   102,426   79,340 

Full Termination Ratio(6)

   53.16  53.66  53.94  51.00  48.23  47.65  43.80

Total Gain/(Loss) on Vehicles Returned to NMAC(4)(7)

  $24,776,640  $22,657,888  $111,141,986  $108,478,667  ($141,445,652 ($288,441,905 ($156,641,247

Average Gain/(Loss) on Vehicles Returned to NMAC(7)

  $632  $454  $598  $591  ($899 ($1,817 ($1,365

Total Initial ALG Residual on Vehicles Returned to NMAC(3)

  $560,024,286  $683,000,605  $2,519,297,189  $2,426,076,586  $2,135,980,782  $2,246,269,939  $1,642,459,519 

Total Gain/(Loss) on Vehicles Returned to NMAC as a Percentage of Initial ALG Residuals of Returned Vehicles Sold by NMAC

   4.42  3.32  4.41  4.47  (6.62%)   (12.84%)   (9.54%) 

Total Gain/(Loss) on Vehicles Returned to NMAC as a Percentage of Initial ALG Residuals of Vehicles Scheduled to Terminate

   3.01  2.38  3.17  3.24  (4.92%)   (9.46%)   (6.07%) 

Average Contract Residual Percentage of Adjusted MSRP

   54.33  54.86  54.12  53.65  54.27  55.08  54.91

Average Initial ALG Residual Percentage of Adjusted MSRP

   47.36  46.87  45.86  45.53  48.63  49.52  49.91

Percentage Difference

   6.98  7.99  8.26  8.12  5.64  5.56  5.00

 

(1) 

Includes leases, if any, for Nissan motor vehicles which NMAC has sold to third parties but continues to service. These leases are grouped by scheduled lease maturity date. Excludes leases that have been terminated pursuant to a lessee default (including, but not limited to, as a result of the lessee’s failure to maintain insurance coverage required by the lease, the failure of the lessee to timely or properly perform any obligation under the lease, or any other act by the lessee constituting a default under applicable law).

(2) 

Numbers may not add to total due to rounding.

(3) 

ALG Residual for Standard Mileage Leases (15,000 miles/year) (not adjusted Maximum Residualized MSRP).

(4) 

Excludes repossessions, vehicles in inventory and NMAC Residual Percentages of less than 10% and greater than 95%. MSRP adjusted for dealer add-ins in accordance with NMAC policy. Includes lessee initiated early terminations.

(5) 

Includes all vehicles terminating at scheduled maturity, terminating past scheduled maturity and terminating within 90 days prior to scheduled maturity.

(6) 

The ratio of the vehicles that went to full termination during the stated period over the vehicles scheduled to terminate.

(7) 

Gain/(Loss) net of the difference between the Contract Residual and the ALG Residual.

 

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Infiniti Residual Value Loss Experience(1)(2)

 

  At or For the Three Months
Ended June 30,
  At or For the Twelve Months Ended March 31, 
  2020  2019  2020  2019  2018  2017  2016 

Total Number of Vehicles Scheduled to Terminate(1)

  18,511   17,442   69,767   69,451   57,630   47,861   61,108 

Total Initial ALG Residual on Vehicles Scheduled to Terminate(3)

 $406,476,394  $387,769,413  $1,605,375,351  $1,581,128,681  $1,392,492,992  $1,250,784,665  $1,569,765,690 

Number of Vehicles Returned to NMAC(4)

  13,762   14,116   56,355   57,098   47,159   37,992   44,842 

Vehicles Returned to NMAC Ratio

  74.34  80.93  80.78  82.21  81.83  79.38  73.38

Number of Vehicles going to Full Termination(5)

  11,104   10,660   43,343   42,329   33,885   27,424   36,276 

Full Termination Ratio(6)

  59.99  61.12  62.13  60.95  58.80  57.30  59.36

Total Gain/(Loss) on Vehicles Returned to NMAC(4)(7)

 ($5,235,595 ($24,408,350 ($91,564,207 ($90,047,164 ($111,300,671 ($104,188,402 ($132,967,617

Average Gain/(Loss) on Vehicles Returned to NMAC(7)

 ($380 ($1,729 ($1,625 ($1,577 ($2,360 ($2,742 ($2,965

Total Initial ALG Residual on Vehicles Returned to NMAC(3)

 $316,131,731  $313,294,255  $1,302,444,621  $1,297,064,529  $1,138,782,424  $984,859,360  $1,142,759,037 

Total Gain/(Loss) on Vehicles Returned to NMAC as a Percentage of Initial ALG Residuals of Returned Vehicles Sold by NMAC

  (1.66%)   (7.79%)   (7.03%)   (6.94%)   (9.77%)   (10.58%)   (11.64%) 

Total Gain/(Loss) on Vehicles Returned to NMAC as a Percentage of Initial ALG Residuals of Vehicles Scheduled to Terminate

  (1.29%)   (6.29%)   (5.70%)   (5.70%)   (7.99%)   (8.33%)   (8.47%) 

Average Contract Residual Percentage of Adjusted MSRP

  55.36  54.10  55.38  55.01  56.39  58.50  60.54

Average Initial ALG Residual Percentage of Adjusted MSRP

  47.65  46.50  47.54  47.18  50.60  52.72  55.46

Percentage Difference

  7.71  7.61  7.84  7.83  5.79  5.78  5.09

 

(1) 

Includes leases, if any, for Infiniti motor vehicles which NMAC has sold to third parties but continues to service. These leases are grouped by scheduled lease maturity date. Excludes leases that have been terminated pursuant to a lessee default (including, but not limited to, as a result of the lessee’s failure to maintain insurance coverage required by the lease, the failure of the lessee to timely or properly perform any obligation under the lease, or any other act by the lessee constituting a default under applicable law).

(2) 

Numbers may not add to total due to rounding.

(3) 

Excludes vehicles for which no ALG Residual is available due to the absence of an equivalent vehicle or contract term on the ALG tables.

(4) 

Excludes repossessions, vehicles in inventory and NMAC Residual Percentages of less than 10% and greater than 95%. MSRP adjusted for dealer add-ins in accordance with IFS policy. Includes lessee initiated early terminations.

(5) 

Includes all vehicles terminating at scheduled maturity, terminating past scheduled maturity and terminating within 90 days prior to scheduled maturity.

(6) 

The ratio of the vehicles that went to full termination during the stated period over the vehicles scheduled to terminate.

(7) 

Gain/(Loss) net of the difference between the Contract Residual and the ALG Residual.

 

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WEIGHTED AVERAGE LIFE OF THE NOTES

The following information is provided solely to illustrate the effect of prepayments of the leases and the related leased vehicles on the unpaid principal balances of the notes and the weighted average life of the notes under the assumptions stated below, and is not a prediction of the prepayment rates that might actually be experienced with respect to the leases. It is expected that at the time the redemption option becomes available to the servicer, only the certificates will be outstanding.

Prepayments on motor vehicle leases may be measured by a prepayment standard or model. The prepayment model used in this prospectus is expressed in terms of percentages of “ABS,” which means a prepayment model that assumes a constant percentage of the original number of leases in a pool prepay each month. The base prepayment assumption (the “100% Prepayment Assumption” or “Prepayment Assumption”) assumes that the original principal balance of the leases will prepay as follows:

(1) In month one, prepayments will occur at 0.31% ABS and increase by 0.04% ABS each month until reaching 1.47% ABS in the 30th month of the life of the lease.

(2) In month 31, prepayments increase to 1.80% ABS and remain at that level until the 36th month of the life of the lease.

(3) In month 37, prepayments decrease to 1.45% ABS and remain at that level until the original outstanding principal balance of the contract has been paid in full.

Neither any ABS rate nor the 100% Prepayment Assumption purports to be a historical description of the prepayment experience or a prediction of the anticipated rate of prepayment of the leases. We cannot assure you that the leases will prepay at the levels of the Prepayment Assumption or at any other rate.

The tables below were prepared on the basis of certain assumptions, including that:

 

 1.

as of the cutoff date, eleven months have elapsed since the inception of the leases,

 

 2.

all Monthly Payments are timely received and no lease is ever delinquent,

 

 3.

all Monthly Payments are made according to the schedule set forth in Appendix C to this prospectus,

 

 4.

no Repurchase Payment is made in respect of any lease,

 

 5.

there are no losses in respect of the leases,

 

 6.

payments on the notes and the certificates are made on the 15th day of each month, whether or not the day is a Business Day, commencing on October 15, 2020,

 

 7.

the servicing fee rate is 1.00% per annum,

 

 8.

all prepayments on the leases are prepayments in full (and the residual values of the related leased vehicles are paid in full),

 

 9.

the Reserve Account is initially funded with an amount equal to approximately $7,634,738.57,

 

 10.

the aggregate Securitization Value as of the cutoff date is $1,526,947,713.40, based on a Securitization Rate of 7.00%,

 

 11.

the original principal balances of each class of notes are equal to the original principal balances set forth on the front cover of this prospectus except that the Class A-2 notes consist of A-2a notes with an original principal balance of $268,800,000 and Class A-2b notes with an original principal balance

 

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 of $268,800,000 and amounts to be paid on the Class A-2 notes will be paid pro rata among the Class A-2a notes and the Class A-2b notes,

 

 12.

interest accrues on the Class A-1 notes at 0.50722% per annum, Class A-2a notes at 0.74% per annum, Class A-2b notes at 0.67413% per annum, Class A-3 notes at 0.88% per annum and Class A-4 notes at 0.97% per annum,

 

 13.

the closing date is assumed to be September 29, 2020, and

 

 14.

the servicer does not exercise its option to purchase or cause to be purchased all of the assets of the issuing entity on any payment date on which the aggregate Securitization Value of the leases and leased vehicles allocated to the 2020-B SUBI is less than or equal to 10% of the initial aggregate Securitization Value of the leases and leased vehicles allocated to the 2020-B SUBI as of the cutoff date.

No representation is made as to what the actual levels of losses and delinquencies on the leases will be. Because payments on the leases and the leased vehicles will differ from those used in preparing the following tables, distributions of principal of the notes may be made earlier or later than as set forth in the tables. Investors are urged to make their investment decisions on a basis that includes their determination as to anticipated prepayment rates under a variety of the assumptions discussed herein.

The following tables set forth the percentages of the unpaid principal balance of each class of the notes that would be outstanding after each of the dates shown, based on a rate equal to 25%, 50%, 75%, 100% and 125% of the Prepayment Assumption. As used in the table, “25% Prepayment Assumption” assumes that a lease will prepay at 25% of the Prepayment Assumption, “50% Prepayment Assumption” assumes that a lease will prepay at 50% of the Prepayment Assumption and so forth.

 

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Percentage of Class A-1 Note Balance Outstanding to Maturity

 

   Prepayment Assumption 

Payment Date

  25%  50%  75%  100%  125% 

Closing Date

   100.00  100.00  100.00  100.00  100.00

October 2020

   87.35  85.49  83.56  81.53  79.41

November 2020

   74.58  70.81  66.87  62.74  58.41

December 2020

   61.70  55.95  49.93  43.62  37.00

January 2021

   48.71  40.93  32.77  24.20  15.19

February 2021

   35.60  25.74  15.37  4.47  0.00

March 2021

   22.40  10.40  0.00  0.00  0.00

April 2021

   9.09  0.00  0.00  0.00  0.00

May 2021

   0.00  0.00  0.00  0.00  0.00

Weighted Average Life to Maturity (years)(1)

   0.33   0.29   0.25   0.22   0.20 

 

(1) 

The weighted average life of the Class A-1 notes is determined by (a) multiplying the amount of each distribution in reduction of principal balance by the number of years from the closing date to the date indicated, (b) adding the results and (c) dividing the sum by the aggregate distributions in reduction of principal balance referred to in clause (a).

This table has been prepared based on the assumptions in this prospectus (including the assumptions regarding the characteristics and performance of the leases, which will differ from the actual characteristics and performance of the leases) and should be read in conjunction with those assumptions.

 

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Percentage of Class A-2 Note Balance Outstanding to Maturity

 

   Prepayment Assumption 

Payment Date

  25%  50%  75%  100%  125% 

Closing Date

   100.00  100.00  100.00  100.00  100.00

October 2020

   100.00  100.00  100.00  100.00  100.00

November 2020

   100.00  100.00  100.00  100.00  100.00

December 2020

   100.00  100.00  100.00  100.00  100.00

January 2021

   100.00  100.00  100.00  100.00  100.00

February 2021

   100.00  100.00  100.00  100.00  97.88

March 2021

   100.00  100.00  99.32  95.30  91.06

April 2021

   100.00  98.46  93.94  89.17  84.11

May 2021

   98.69  93.74  88.50  82.95  77.06

June 2021

   94.61  88.97  82.99  76.64  69.88

July 2021

   90.51  84.16  77.43  70.26  62.60

August 2021

   86.37  79.32  71.81  63.79  55.19

September 2021

   82.21  74.44  66.14  57.25  47.67

October 2021

   75.98  67.55  58.53  48.82  38.32

November 2021

   62.97  54.17  44.71  34.50  23.40

December 2021

   52.48  43.26  33.32  22.53  10.74

January 2022

   38.84  29.40  19.18  8.04  0.00

February 2022

   29.28  19.49  8.84  0.00  0.00

March 2022

   19.16  9.09  0.00  0.00  0.00

April 2022

   12.72  2.20  0.00  0.00  0.00

May 2022

   0.00  0.00  0.00  0.00  0.00

Weighted Average Life to Maturity (years)(1)

   1.25   1.16   1.08   1.00   0.93 

 

(1)

The weighted average life of the Class A-2 notes is determined by (a) multiplying the amount of each distribution in reduction of principal balance by the number of years from the closing date to the date indicated, (b) adding the results and (c) dividing the sum by the aggregate distributions in reduction of principal balance referred to in clause (a).

This table has been prepared based on the assumptions in this prospectus (including the assumptions regarding the characteristics and performance of the leases, which will differ from the actual characteristics and performance of the leases) and should be read in conjunction with those assumptions.

 

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Percentage of Class A-3 Note Balance Outstanding to Maturity

 

   Prepayment Assumption 

Payment Date

  25%  50%  75%  100%  125% 

Closing Date

   100.00  100.00  100.00  100.00  100.00

October 2020

   100.00  100.00  100.00  100.00  100.00

November 2020

   100.00  100.00  100.00  100.00  100.00

December 2020

   100.00  100.00  100.00  100.00  100.00

January 2021

   100.00  100.00  100.00  100.00  100.00

February 2021

   100.00  100.00  100.00  100.00  100.00

March 2021

   100.00  100.00  100.00  100.00  100.00

April 2021

   100.00  100.00  100.00  100.00  100.00

May 2021

   100.00  100.00  100.00  100.00  100.00

June 2021

   100.00  100.00  100.00  100.00  100.00

July 2021

   100.00  100.00  100.00  100.00  100.00

August 2021

   100.00  100.00  100.00  100.00  100.00

September 2021

   100.00  100.00  100.00  100.00  100.00

October 2021

   100.00  100.00  100.00  100.00  100.00

November 2021

   100.00  100.00  100.00  100.00  100.00

December 2021

   100.00  100.00  100.00  100.00  100.00

January 2022

   100.00  100.00  100.00  100.00  95.28

February 2022

   100.00  100.00  100.00  96.82  82.33

March 2022

   100.00  100.00  97.86  84.27  69.10

April 2022

   100.00  100.00  89.53  75.17  59.01

May 2022

   98.98  87.00  73.65  58.46  40.47

June 2022

   87.88  75.59  61.72  45.62  25.82

July 2022

   77.19  64.69  50.44  33.62  12.34

August 2022

   68.07  55.36  40.74  23.25  0.60

September 2022

   51.67  39.57  25.56  8.58  0.00

October 2022

   40.19  28.42  14.68  0.00  0.00

November 2022

   28.61  17.53  4.64  0.00  0.00

December 2022

   23.19  12.21  0.00  0.00  0.00

January 2023

   13.73  3.40  0.00  0.00  0.00

February 2023

   4.41  0.00  0.00  0.00  0.00

March 2023

   0.00  0.00  0.00  0.00  0.00

Weighted Average Life to Maturity (years)(1)

   2.04   1.95   1.84   1.73   1.62 

 

(1) 

The weighted average life of the Class A-3 notes is determined by (a) multiplying the amount of each distribution in reduction of principal balance by the number of years from the closing date to the date indicated, (b) adding the results and (c) dividing the sum by the aggregate distributions in reduction of principal balance referred to in clause (a).

This table has been prepared based on the assumptions in this prospectus (including the assumptions regarding the characteristics and performance of the leases, which will differ from the actual characteristics and performance of the leases) and should be read in conjunction with those assumptions.

 

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Percentage of Class A-4 Note Balance Outstanding to Maturity

 

   Prepayment Assumption 

Payment Date

  25%  50%  75%  100%  125% 

Closing Date

   100.00  100.00  100.00  100.00  100.00

October 2020

   100.00  100.00  100.00  100.00  100.00

November 2020

   100.00  100.00  100.00  100.00  100.00

December 2020

   100.00  100.00  100.00  100.00  100.00

January 2021

   100.00  100.00  100.00  100.00  100.00

February 2021

   100.00  100.00  100.00  100.00  100.00

March 2021

   100.00  100.00  100.00  100.00 ��100.00

April 2021

   100.00  100.00  100.00  100.00  100.00

May 2021

   100.00  100.00  100.00  100.00  100.00

June 2021

   100.00  100.00  100.00  100.00  100.00

July 2021

   100.00  100.00  100.00  100.00  100.00

August 2021

   100.00  100.00  100.00  100.00  100.00

September 2021

   100.00  100.00  100.00  100.00  100.00

October 2021

   100.00  100.00  100.00  100.00  100.00

November 2021

   100.00  100.00  100.00  100.00  100.00

December 2021

   100.00  100.00  100.00  100.00  100.00

January 2022

   100.00  100.00  100.00  100.00  100.00

February 2022

   100.00  100.00  100.00  100.00  100.00

March 2022

   100.00  100.00  100.00  100.00  100.00

April 2022

   100.00  100.00  100.00  100.00  100.00

May 2022

   100.00  100.00  100.00  100.00  100.00

June 2022

   100.00  100.00  100.00  100.00  100.00

July 2022

   100.00  100.00  100.00  100.00  100.00

August 2022

   100.00  100.00  100.00  100.00  100.00

September 2022

   100.00  100.00  100.00  100.00  30.79

October 2022

   100.00  100.00  100.00  89.39  0.00

November 2022

   100.00  100.00  100.00  44.78  0.00

December 2022

   100.00  100.00  97.39  20.32  0.00

January 2023

   100.00  100.00  57.04  0.00  0.00

February 2023

   100.00  73.86  18.15  0.00  0.00

March 2023

   68.01  24.80  0.00  0.00  0.00

April 2023

   0.00  0.00  0.00  0.00  0.00

Weighted Average Life to Maturity (years)(1)

   2.52   2.46   2.35   2.17   1.99 

 

(1)

The weighted average life of the Class A-4 notes is determined by (a) multiplying the amount of each distribution in reduction of principal balance by the number of years from the closing date to the date indicated, (b) adding the results and (c) dividing the sum by the aggregate distributions in reduction of principal balance referred to in clause (a).

This table has been prepared based on the assumptions in this prospectus (including the assumptions regarding the characteristics and performance of the leases, which will differ from the actual characteristics and performance of the leases) and should be read in conjunction with those assumptions.

 

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REPURCHASES AND REPLACEMENTS

In the three-year period ending June 30, 2020, no assets securitized by NMAC were the subject of a demand to repurchase or replace for breach of the representations and warranties. NMAC, as securitizer, discloses in a report on Form ABS-15G all fulfilled and unfulfilled repurchase requests for securitized leases and leased vehicles that were the subject of a demand to repurchase. Please refer to the Form ABS-15G filed by NMAC on February 4, 2020 for additional information. The CIK number of NMAC is 0001540639.

NOTE FACTORS AND TRADING INFORMATION

The “Note Factor for a class of notes will be a seven-digit decimal that the servicer will compute for each payment date, which will represent the remaining outstanding principal balance of each class of notes, as of such payment date (after giving effect to payments made on such payment date), expressed as a fraction of the initial outstanding principal balance of such class of notes. Each Note Factor will initially be 1.0000000 and will thereafter decline to reflect reductions in the principal balance of the related class of notes. A noteholder’s portion of the principal balance of the notes will be the product of (i) the original denomination of the note and (ii) the applicable Note Factor, as the case may be.

Pursuant to the Indenture, the registered holders of the notes (other than the retained notes, which will be issued as definitive notes) will be Cede & Co. (“Cede”) as the nominee of the Depository Trust Company (“DTC”), unless definitive notes are issued under the limited circumstances described under “The Notes—Definitive Notes in this prospectus. Registered holders of the notes will receive monthly reports from the indenture trustee concerning payments received on or in respect of the leases and the leased vehicles, the Note Factor for each class of notes and various other items of information. Note owners may obtain copies of such reports upon a request in writing to the indenture trustee at its corporate trust office. In addition, note owners will be furnished information for tax reporting purposes during each calendar year, not later than the latest date permitted by law. For further details concerning information furnished to noteholders and note owners and the certificateholder, the servicer’s compliance statement, the servicer’s assessment of compliance with servicing criteria and the annual attestation report prepared by the independent registered public accounts as to the servicer’s assessment of compliance with servicing criteria, you should refer to “The Notes—Noteholder Communication; List of Noteholders and “Distributions on the Notes—Payment Date Certificate,” “The Notes—Book-Entry Registration,” —Definitive Notes,” “Description of the Servicing Agreement—Evidence as to Compliance and “Description of the Indenture—Reports and Documents by Indenture Trustee to Noteholders in this prospectus.

USE OF PROCEEDS

The depositor will use the net proceeds from the sale of the notes—proceeds from the sale of the notes minus the underwriting discount in the amount of $2,746,650.00, payable to the underwriters—to acquire the 2020-B SUBI certificate from NILT Trust. NILT Trust may use all or any portion of the net proceeds of the sale of the 2020-B SUBI certificate to the depositor to purchase the beneficial interest in additional leases, leased vehicles and other assets associated with such leases and leased vehicles and NILT Trust or its affiliates may apply all or any portion of the net proceeds of the sale of the 2020-B SUBI certificate to the depositor to the repayment of indebtedness, including “warehouse” indebtedness secured by leases and/or to reallocate leases sold into a loan agreement facility. One or more of the underwriters (or (a) their respective affiliates or (b) entities for which their respective affiliates act as administrative agent and/or provide liquidity lines) may have acted as a “warehouse” lender or purchaser to NMAC or its affiliates, and may receive a portion of such proceeds as repayment of such “warehouse” indebtedness or as reallocation proceeds. No expenses incurred in connection with the selection and acquisition of the pool assets will be payable from the proceeds from the sale of the notes.

THE NOTES

General

The notes will be issued under the Indenture, a form of which has been filed as an exhibit to the registration statement. A copy of the finalized Indenture, together with the other Basic Documents, will be filed with the SEC on Form 8-K on or prior to the date the final prospectus is required to be filed.

 

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The notes will be issued in minimum denominations of $25,000 and integral multiples of $1,000 in excess thereof in book-entry form, provided that, any retained notes will be issued as definitive notes. The notes issued in book-entry form initially will be registered in the name of Cede, the nominee of DTC. No investor acquiring an interest in the notes issued in book-entry form, as reflected on the books of the clearing agency, or a person maintaining an account with such clearing agency (a “note owner”) will be entitled to receive a certificate representing that owner’s note, except as set forth below. Unless and until notes (other than retained notes, if any) are issued in Definitive Form under the limited circumstances described in “The Notes—Definitive Notes in this prospectus, all references herein to distributions, notices, reports and statements to noteholders will refer to the same actions made with respect to DTC or Cede, as the case may be, for the benefit of note owners in accordance with DTC procedures. See “The Notes—Book-Entry Registration and “—Definitive Notes below.

Book-Entry Registration

The information in this section concerning DTC and DTC’s book-entry system has been provided by DTC. Neither NMAC nor NALL II has independently verified the accuracy of this information.

Each class of notes offered by this prospectus (other than retained notes, if any) will be represented by one or more certificates registered in the name of Cede, as nominee of DTC. Noteholders may hold beneficial interests in the notes through the DTC (in the United States) or Clearstream Banking, société anonyme (“Clearstream Banking Luxembourg”) or Euroclear Bank S.A./NV (the “Euroclear Operator”) as operator of the Euroclear System (“Euroclear”) (in Europe or Asia) directly if they are participants of those systems, or indirectly through organizations which are participants of those systems.

No noteholder will be entitled to receive a certificate representing that person’s interest in the notes, except as set forth below. Unless and until notes are issued in fully registered certificated form under the limited circumstances described below, all references in this prospectus to actions by noteholders will refer to actions taken by DTC upon instructions from direct participants, and all references in this prospectus to distributions, notices, reports and statements to noteholders will refer to distributions, notices, reports and statements to Cede, as the registered holder of the notes, for distribution to noteholders in accordance with DTC procedures. Therefore, it is anticipated that the only noteholder will be Cede, the nominee of DTC. Noteholders will not be recognized by the indenture trustee as noteholders and will only be able to exercise their collective rights as holders of notes of the related class indirectly through DTC, the direct participants and the indirect participants, as further described below. In connection with such indirect exercise of rights through the DTC system, noteholders may experience some delays in their receipt of payments, since distributions on book-entry securities first will be forwarded to Cede. Notwithstanding the foregoing, noteholders are entitled to all remedies available at law or in equity with respect to any delay in receiving distributions on the securities, including but not limited to remedies set forth in the relevant agreements against parties thereto, whether or not such delay is attributable to the use of DTC’s book-entry system.

Under a book-entry format, because DTC can only act on behalf of direct participants that in turn can only act on behalf of indirect participants, the ability of a noteholder to pledge book-entry securities to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of such book-entry securities, may be limited due to the lack of physical certificates or notes for such book-entry securities. In addition, issuance of the notes in book-entry form may reduce the liquidity of such securities in the secondary market since certain potential investors may be unwilling to purchase securities for which they cannot obtain physical notes. See “Risk Factors—Because the notes are in book-entry form, your rights can only be exercised indirectly” in this prospectus.

DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York UCC, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds and provides asset servicing for issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over many countries that DTC’s participants (“direct participants”) deposit with DTC. DTC also facilitates the post-trade settlement among direct participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between direct participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned

 

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subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC, in turn, is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly (“indirect participants” and, together with the direct participants, “participants”). The rules applicable to DTC and its Participants are on file with the SEC. More information about DTC can be found at www.dtcc.com and www.dtc.org.

Purchasers of notes under the DTC system must be made by or through direct participants, which will receive a credit for those notes on DTC’s records. The ownership interest of each actual purchaser of each note (“Beneficial Owner”) is in turn to be recorded on the direct and indirect participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmation from DTC providing details of the transaction, as well as periodic statements of their holdings, from the direct or indirect participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the notes are to be accomplished by entries made on the books of direct and indirect participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interest in the notes, except in the event that use of the book-entry system for the notes is discontinued.

To facilitate subsequent transfers, all notes deposited by direct participants with DTC will be registered in the name of DTC’s partnership nominee, Cede or such other name as may be requested by an authorized representative of DTC. The deposit of notes with DTC and their registration in the name of Cede will effect no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the notes; DTC’s records reflect only the identity of the direct participants to whose accounts such notes are credited, which may or may not be the Beneficial Owners. The direct and indirect participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants, and by direct participants and indirect participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Neither DTC nor Cede (nor such other DTC nominee) will consent or vote with respect to the notes unless authorized by a direct participant in accordance with DTC’s procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the indenture trustee as soon as possible after the record date. The Omnibus Proxy assigns Cede’s consenting or voting rights to those direct participants to whose accounts the notes are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Redemption proceeds, distributions, and dividend payments on the notes will be made to Cede, or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit direct participants’ accounts, upon DTC’s receipt of funds and corresponding detail information from the indenture trustee on payable date in accordance with their respective holdings shown on DTC’s records. Payments by participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such participant and not of DTC, the indenture trustee, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the indenture trustee, disbursement of such payments to direct participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of direct and indirect participants.

DTC may discontinue providing its services as securities depository with respect to the notes at any time by giving reasonable notice to the indenture trustee. Under such circumstances, in the event that a successor securities depository is not obtained, note certificates are required to be printed and delivered.

The depositor, the trustee of the issuing entity or the administrative agent may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, note certificates will be printed and delivered to DTC. See “—Definitive Notes below.

 

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None of the servicer, the depositor, the administrative agent, the indenture trustee or owner trustee will have any liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of the notes held by Cede, DTC, Clearstream Banking Luxembourg or Euroclear, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Definitive Notes

The notes (other than retained notes, if any) will be issued in fully registered, certificated form (“definitive notes”) to noteholders or their respective nominees, rather than to DTC or its nominee, only if:

1. DTC is no longer willing or able to discharge properly its responsibilities as depository with respect to the notes and none of the depositor, the owner trustee of the issuing entity and the administrative agent is able to locate a qualified successor;

2. the depositor, the owner trustee or the administrative agent at its option, to the extent permitted by applicable law, elects to terminate the book-entry system through DTC; or

3. after the occurrence of an Event of Default, holders representing at least a majority of the aggregate outstanding principal balance of the notes, voting as a single class, advise the indenture trustee through DTC and its direct participants in writing that the continuation of a book-entry system through DTC (or a successor thereto) with respect to the notes is no longer in the best interests of the noteholders.

Upon the occurrence of any event described in the immediately preceding paragraph, the indenture trustee will be required to notify all noteholders through DTC’s direct participants of the availability of definitive notes. Upon surrender by DTC of the definitive certificates representing the corresponding notes and receipt of instructions for re-registration, the indenture trustee will reissue those notes as definitive notes to the noteholders.

Payments on the definitive notes will be made by the indenture trustee directly to the holders of the definitive notes in accordance with the procedures set forth in this prospectus and in the Indenture. Interest and principal payments on the notes on each payment date will be made to the holders in whose names the definitive notes or certificates were registered at the close of business on the related record date. Payments will be made by check mailed to the addresses of such holders as they appear on the note register except that a noteholder with notes having original denominations aggregating at least $1 million may request payment by wire transfer of funds pursuant to written instructions delivered to the indenture trustee at least five Business Days prior to the record date. The final payment on any definitive notes will be made only upon presentation and surrender of the definitive notes at the office or agency specified in the notice of final payment to noteholders. The issuing entity or the administrative agent will provide such notice to the indenture trustee not more than 30 days nor less than 10 days prior to the date on which the final payment is expected to occur and, within two Business Days following receipt of such notice, the indenture trustee, in the name and on behalf of the issuing entity, will notify each registered noteholder.

Definitive notes will be transferable and exchangeable at the offices of the indenture trustee or of a registrar named in a notice delivered to holders of definitive notes. No service charge will be imposed for any registration of transfer or exchange, but the indenture trustee may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.

Noteholder Communication; List of Noteholders

A Note Owner or, to the extent definitive notes have been issued, a noteholder (collectively, “investors”) may send a request to the depositor at any time notifying the depositor that the investor would like to communicate with other investors with respect to an exercise of their rights under the terms of the Basic Documents. If the requesting investor is not a noteholder as reflected on the note register, the depositor may require that the requesting investor provide a certification to the effect that the investor is, in fact, a beneficial owner of notes, as well as additional documentation reasonably satisfactory to the depositor, such as trade confirmation, account statement, letter from a broker or dealer or another similar document (collectively, the “verification documents”). In each

 

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monthly distribution report on Form 10-D under the Exchange Act with respect to the issuing entity, the depositor will include disclosure regarding any request received during the related Collection Period from an investor to communicate with other investors related to the investors exercising their rights under the terms of the Basic Documents. The disclosure in the Form 10-D regarding the request to communicate will include the name of the investor making the request, the date the request was received, a statement to the effect that the issuing entity has received a request from the investor, stating that the investor is interested in communicating with other investors with regard to the possible exercise of rights under the Basic Documents and a description of the method other investors may use to contact the requesting investor. The sponsor and the depositor will be responsible for any expenses incurred in connection with the filing of such disclosure and the reimbursement of any costs incurred by the indenture trustee in connection with the preparation thereof.

Three or more holders of the notes of any class or one or more holders of notes of that class evidencing not less than 25% of the aggregate outstanding principal balance of notes may, by written request to the indenture trustee, obtain access to the list of all noteholders maintained by the indenture trustee for the purpose of communicating with other noteholders with respect to their rights under the Indenture or under those notes. The indenture trustee may elect not to afford the requesting noteholders access to the list of noteholders if it agrees to mail the desired communication or proxy, on behalf of and at the expense of the requesting noteholders, to all noteholders.

The note registrar will furnish or cause to be furnished to the indenture trustee, the owner trustee, the servicer or the administrative agent, within 15 days after receipt by the note registrar of a written request therefrom, a list of the names of all noteholders of record as of the most recent applicable record date.

Payments of Interest

The Class A-1 notes, the Class A-2 notes, the Class A-3 notes and the Class A-4 notes will bear interest at a fixed rate per annum. Interest on the principal balances of all classes of the notes will accrue at the respective per annum interest rates set forth in “Summary—Terms of the Notes—Per annum interest rates” in this prospectus (each, an “note rate”) and will be payable to the noteholders monthly on the 15th day of each month (or, if that date is not a Business Day, on the next succeeding Business Day) (each a “payment date”), commencing October 15, 2020. A “Business Day” is any day except a Saturday, Sunday or a day on which banks in the city and state where the corporate trust office of the indenture trustee is located, New York, New York, Franklin, Tennessee, Irving, Texas or Wilmington, Delaware are authorized or obligated by law, regulation, executive order or governmental decree to be closed.

Interest on the outstanding principal balance of the Class A-1 notes will accrue at the related note rate from and including the most recent payment date on which interest has been paid (or from and including the closing date with respect to the first payment date) to but excluding the current payment date (each, an “Accrual Period” with respect to the Class A-1 notes). Interest on the outstanding principal balance of the Class A-2 notes, the Class A-3 notes and the Class A-4 notes will accrue at the related note rate from and including the 15th day of the preceding calendar month (or from and including the closing date with respect to the first payment date) to but excluding the 15th day of the current calendar month (each, an “Accrual Period” with respect to each such class of notes). Interest on the Class A-1 notes will be calculated on the basis of the actual number of days in the related Accrual Period divided by 360, and interest on the Class A-2 notes, the Class A-3 notes and the Class A-4 notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months. In the case of the first payment date, the related Accrual Period for the Class A-1 notes shall be 16 days and for all other classes of notes shall be 16 days.

Interest accrued but not paid on any payment date will be due on the next payment date, together with interest on that amount at the applicable note rate (to the extent lawful). Interest payments on the notes will generally be made after the Total Servicing Fee has been paid, certain Advances and expenses have been reimbursed to the servicer. See “Security for the Notes—The Accounts—The Reserve Account and “Distributions on the Notes in this prospectus.

Interest payments to each class of notes will have the same priority. Under some circumstances, the amount available for interest payments could be less than the amount of interest payable on the notes on any payment date,

 

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in which case the holders of the notes will receive their ratable share (based upon the aggregate amount of interest due to that class of notes) of the aggregate amount available to be distributed in respect of interest on the notes.

The certificates will be subordinated to the notes so that, if other sources available to make payments of principal and interest on the notes are insufficient, amounts that otherwise would be distributed to the certificateholder generally will be available for that purpose, as more fully described under “The Notes—Principal and “Distributions on the Notes in this prospectus.

Principal

Until the notes have been paid in full, principal payments to noteholders will be made on each payment date in the amount and order of priority described under “Distributions on the Notes in this prospectus. Generally, on each payment date, noteholders will be entitled to receive an amount (the “Principal Distribution Amount”) equal to the sum of (i) the Optimal Principal Distributable Amount, and (ii) any Principal Carryover Shortfall as of the preceding payment date; provided, however, that on or after the Final Scheduled Payment Date for any class of notes, and so long as no Event of Default has been declared, the Principal Distribution Amount will equal, until the principal balance of such class is reduced to zero, the greater of (a) such principal balance, and (b) the sum of (A) the Optimal Principal Distributable Amount, and (B) any Principal Carryover Shortfall as of the preceding payment date; provided, further, that if the amount on deposit in the Reserve Account after giving effect to all deposits and withdrawals on such payment date is greater than or equal to the balance of the notes then outstanding and all accrued and unpaid interest, such amount will be used to retire the then outstanding notes.

Notwithstanding the foregoing, the Principal Distribution Amount shall not exceed the aggregate Securitization Value of the SUBI Assets and the aggregate amount of principal paid in respect of a class of notes will not exceed its initial note balance.

The funds available to make principal distributions on a payment date (the “Available Principal Distribution Amount”) will be an amount equal to the excess, if any, of (a) the sum of (i) Available Funds remaining after the servicer has been paid the payment date Advance Reimbursement and the Servicing Fee (together with any unpaid Servicing Fees in respect of one or more prior Collection Periods) and (ii) the Reserve Account Draw Amount over (b) accrued interest has been paid on the notes on that payment date. Principal payments will be made to securityholders on each payment date in an amount equal to (i) the lesser of (a) the Principal Distribution Amount and (b) the Available Principal Distribution Amount, or (ii) upon the occurrence of an Event of Default that results in the acceleration of the notes, and unless and until such acceleration has been rescinded, the aggregate Outstanding Amount of the notes (the “Monthly Principal Distributable Amount”).

The “Principal Carryover Shortfall will mean, as of the close of business on any payment date, the excess, if any, of the Principal Distribution Amount over the Monthly Principal Distributable Amount.

On each payment date, unless the maturity of the notes has been accelerated following an Event of Default, principal payments shall be made sequentially so that no principal will be paid on any class of notes until each class of notes with a lower numerical designation has been paid in full. Thus, no principal will be paid on the Class A-2 notes until the principal of the Class A-1 notes has been paid in full, no principal will be paid on the Class A-3 notes until the principal of the Class A-1 notes and the Class A-2 notes has been paid in full and no principal will be paid on the Class A-4 notes until the principal of the Class A-1 notes, the Class A-2 notes and the Class A-3 notes has been paid in full.

On any payment date, the “note balance will equal the initial note balance reduced by all payments of principal made on or prior to such payment date on the notes.

On each payment date after the maturity of the notes has been accelerated following an Event of Default, principal will be allocated first to the Class A-1 notes, until they have been paid in full, second, pro rata among all other classes of the notes until they have been paid in full, and third, to the certificates. See “Distributions on the Notes and “Description of the Indenture—Events of Default in this prospectus.

 

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The “Optimal Principal Distributable Amount for any payment date and the related Collection Period will equal the sum of the following amounts:

 

  

for each leased vehicle for which the related lease did not terminate during that Collection Period, the difference between the Securitization Value of the lease at the beginning and at the end of that Collection Period,

 

  

for each leased vehicle for which the related lease reached its Lease Maturity Date during that Collection Period, the Securitization Value of the lease as of the Lease Maturity Date,

 

  

for each leased vehicle purchased by the servicer before its Lease Maturity Date during that Collection Period, the Repurchase Payment, and

 

  

for each lease terminated prior to its Lease Maturity Date that becomes a defaulted lease during that Collection Period or that became subject to an Early Lease Termination or Casualty Termination during that Collection Period, the Securitization Value of the lease as of the effective date of the termination of such lease.

To the extent not previously paid prior to such dates, the outstanding principal balance of each class of notes will be payable in full on the payment date in the months specified below (each, a “Final Scheduled Payment Date”):

 

  

for the Class A-1 notes, October 15, 2021;

 

  

for the Class A-2 notes, December 15, 2022;

 

  

for the Class A-3 notes, October 16, 2023; and

 

  

for the Class A-4 notes, January 15, 2026.

The actual date on which the outstanding principal balance of any class of notes is paid may be later or significantly earlier than its Final Scheduled Payment Date based on a variety of factors, including the factors described under “Weighted Average Life of the Notes and “Maturity and Prepayment Considerations in this prospectus.

Bankruptcy Provisions

Each of the parties to the Basic Documents, and each noteholder, by accepting the note or beneficial interests in the notes, will covenant and agree that prior to the date that is one year and one day after the date upon which all obligations under the related Securitized Financing (as defined below) have been paid in full, it will not institute against, or join any other person instituting against the depositor, NILT, Inc., the titling trust, NILT Trust, the issuing entity, the UTI Beneficiary, and any other special purpose entity that is an affiliate of the depositor, NILT Trust or the UTI Beneficiary, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law. A “Securitized Financing is (i) any financing transaction undertaken by the depositor or the UTI Beneficiary, or any of their affiliates, that is secured directly or indirectly, by any assets of the titling trust or the UTI, a SUBI or any interest therein and any financing undertaken in connection with the issuance, pledge or assignment of the UTI or a SUBI, (ii) any sale, lease or other transfer by the depositor, or the UTI Beneficiary, or any of their affiliates, of an interest in the UTI or a SUBI, or (iii) any other asset securitization, secured loan or similar transaction including assets of the titling trust or any beneficial interest in such assets or the titling trust.

Notes Owned by the Issuing Entity, the Depositor, the Servicer and their Affiliates

In general, except as otherwise described in this prospectus and the Basic Documents, any notes owned by the issuing entity, the depositor, the servicer or any of their respective affiliates will be entitled to benefits under the Basic Documents equally and proportionately to the benefits afforded other owners of the notes. However, such notes will not be considered outstanding for voting purposes unless the issuing entity, the depositor, the servicer or

 

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any of their respective affiliates, either individually or collectively constitute all the owners of all the notes outstanding. See “The Issuing Entity,” Description of the Trust Agreement—Restrictions on Actions by Owner Trustee,” “—Resignation and Removal of the Owner Trustee,” and “Description of the Servicing Agreement—Removal or Replacement of the Servicer in this prospectus.

DESCRIPTION OF THE CERTIFICATES

General

The certificates will be issued under the Trust Agreement in definitive form. Payments on the certificates will be subordinated to payments on the notes. The certificates will not bear interest.

Principal

Payments will be made to the certificateholders on each payment date in the priority and in the amount set forth under “Distributions on the Notes in this prospectus. No payment will be made to the certificateholders on any payment date until all principal of and interest on the notes that is due and payable on that payment date has been paid in full. See “The Notes—Principal in this prospectus.

SECURITY FOR THE NOTES

General

On the closing date, the issuing entity will pledge the 2020-B SUBI certificate, the Reserve Account and the other property of the issuing entity to the indenture trustee for the benefit of the noteholders to secure the issuing entity’s obligations under the notes. See “The Issuing Entity—Property of the Issuing Entity in this prospectus.

The Accounts

The SUBI Collection Account

On or prior to the closing date, the servicer will establish a trust account in the name of the indenture trustee until the principal balance of the notes has been reduced to zero, and thereafter, in the name of the issuing entity, for the benefit of the holders of interests in the 2020-B SUBI, into which Collections on or in respect of the leases and the leased vehicles, and other payments received will generally be deposited (the “SUBI Collection Account”) within two Business Days after identification unless the Monthly Remittance Condition is met. As of the closing date, the Monthly Remittance Condition will not be met. In addition, the servicer may, pursuant to the Servicing Supplement, elect to deduct Reimbursable Expenses prior to depositing amounts distributable to the issuing entity into the SUBI Collection Account.

Reimbursable Expenses means, with respect to each lease or leased vehicle allocated to the 2020-B SUBI, the costs or expenses incurred by the servicer (including a legal proceeding to repossess the leased vehicle) to protect or otherwise enforce the interests of the titling trust, the titling trustee on behalf of the titling trust or the holder of the 2020-B SUBI certificate in that lease or leased vehicle. See “Description of the Servicing Agreement—Servicing Compensation” in this prospectus.

On each Deposit Date, the following additional amounts, if any, in respect of the related Collection Period and payment date will be deposited into the SUBI Collection Account: Advances made by the servicer and, in the case of an Optional Purchase, the Optional Purchase Price. See “Description of the Servicing Agreement—Collections” in this prospectus.

On each payment date, pursuant to instructions from the servicer, the indenture trustee shall transmit or shall cause to be transmitted the sum of all Available Funds from the SUBI Collection Account for the related Collection Period in the amounts and in the priority, and to such accounts as set forth under “Distributions on the Notes” in this prospectus.

 

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Unless the servicer elects to deduct Reimbursable Expenses as described above in “—The SUBI Collection Account,” if, on any date, the servicer supplies the titling trustee and the indenture trustee with an officer’s certificate setting forth the calculations for Reimbursable Expenses, the titling trustee shall remit to the servicer, without interest and before any other distribution from the SUBI Collection Account on that date, monies from the SUBI Collection Account representing such Reimbursable Expenses.

The Reserve Account

On or before the closing date the servicer, on behalf of the issuing entity will establish a trust account in the name of the indenture trustee (the “Reserve Account”). The Reserve Account will be established to provide additional security for payments on the notes. On each payment date, amounts on deposit in the Reserve Account, together with Available Funds, will be available to make certain distributions, as described under “Distributions on the Notes” in this prospectus.

The Reserve Account initially will be funded by a deposit therein of $7,634,738.57, representing approximately 0.50% of the aggregate Securitization Value of the pool of leases and the related leased vehicles as of the cutoff date, and the amounts on deposit in the Reserve Account will be pledged to the indenture trustee for the benefit of the noteholders and the certificateholders. The Reserve Account will thereafter be funded by the deposit therein of the amount remaining in the SUBI Collection Account after the payments in clauses (a) through (d) under “Distributions on the Notes—Deposits to the Distribution Accounts; Priority of Payments” have been made on such payment date (the “Excess Amounts”), if any, to the extent necessary to cause the amount on deposit in the Reserve Account to equal the Reserve Account Requirement.

The “Reserve Account Requirement on any payment date will equal approximately 0.50% of the aggregate Securitization Value of the pool of leases and the related leased vehicles as of the cutoff date; provided, however, that on any payment date (after taking into account all distributions from the SUBI Collection Account on such date) on which the note balance is zero, the Reserve Account Requirement will be an amount equal to $0.

The Distribution Accounts

On or before the closing date, (a) the depositor, on behalf of the issuing entity, will establish a trust account in the name of the indenture trustee for the benefit of the noteholders, into which amounts released from the SUBI Collection Account and, when necessary, from the Reserve Account, for distribution to the noteholders will be deposited and from which all distributions to the noteholders will be made (the “Note Distribution Account” and together with the SUBI Collection Account and the Reserve Account, collectively, the “Accounts”), and (b) the owner trustee, at the direction of the depositor, will establish a trust account in the name of the owner trustee on behalf of the certificateholder, into which amounts released from the SUBI Collection Account and, when necessary, from the Reserve Account, for distribution to the certificateholder will be deposited and from which all distributions to the certificateholder will be made (the “Certificate Distribution Account and, together with the Note Distribution Account, the “Distribution Accounts”). For further information regarding these deposits and payments, you should refer to “—The SUBI Collection Account and “—The Reserve Account in this prospectus.

On or before each payment date, (a) the indenture trustee shall deposit or cause to be deposited from the SUBI Collection Account and (b) the indenture trustee shall deposit or cause to be deposited from the Reserve Account, if necessary, the amounts allocable to the noteholders and the certificateholder, as set forth in “Distributions on the Notes in this prospectus for the related payment date in the Note Distribution Account and the Certificate Distribution Account, respectively. On each payment date, the trustees will distribute the allocated amounts for the related Collection Period to the securityholders.

Maintenance of the Accounts

The Accounts and the Certificate Distribution Account generally will be maintained with the indenture trustee or the owner trustee, as the case may be, so long as either (a) the short-term unsecured debt obligations of the indenture trustee or the owner trustee, as the case may be, are rated in the highest short-term rating category by each of the hired rating agencies (excluding any “+” signs associated with such rating) or (b) the indenture trustee or the

 

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owner trustee, as the case may be, is a depository institution or trust company having a long-term unsecured debt rating acceptable to each hired rating agency and corporate trust powers and the related Account or Certificate Distribution Account, as the case may be, is maintained in a segregated trust account of the indenture trustee or the owner trustee, as the case may be (the “Required Deposit Rating”). Each of the Accounts and the Certificate Distribution Account will be segregated trust accounts. If the indenture trustee at any time does not have the Required Deposit Rating or if the servicer notifies the indenture trustee that an Account should be moved, the servicer shall, with the assistance of the indenture trustee, as necessary, cause the related Account to be moved to a depository institution or trust company organized under the laws of the United States or any constituent state of the United States that has the Required Deposit Rating. If the owner trustee, or such other party holding the Certificate Distribution Account does not at any time have the Required Deposit Rating or if a majority of certificateholders notify the owner trustee that the Certificate Distribution Account should be moved, the owner trustee, or the depositor on behalf of the owner trustee, if the Certificate Distribution Account is not then held by the owner trustee or an affiliate thereof, shall establish a new account at a depository institution or trust company meeting such Required Deposit Rating and move any funds.

On the payment date on which all of the notes have been paid in full and following payment of any remaining obligations of the issuing entity under the Basic Documents, any amounts remaining on deposit in the Accounts—after giving effect to all withdrawals therefrom and deposits thereto in respect of that payment date—will be paid to the holder of the certificates.

Permitted Investments

When funds are deposited in (a) the SUBI Collection Account and (b) the Reserve Account, they will be invested at the direction of the servicer in one or more Permitted Investments. “Permitted Investments” will be limited to highly rated obligations or obligations backed by the full faith and credit of the U.S. government, certificates of deposit fully insured by the Federal Deposit Insurance Corporation, and instruments or securities that meet the criteria of each hired rating agency from time to time as being consistent with its then-current ratings of the notes which mature no later than the Business Day prior to the date on which such funds are required to be available for application pursuant to the Basic Documents. On each payment date, all net income or other gain from the investment of funds on deposit in the Reserve Account and the SUBI Collection Account in respect of the related Collection Period will be deposited into the Reserve Account or the SUBI Collection Account, as applicable, and thereafter paid to the servicer on any Business Day on or after which such amount is deposited in such account.

DISTRIBUTIONS ON THE NOTES

As more fully described under “The SUBI in this prospectus, the 2020-B SUBI certificate will evidence a beneficial interest in the SUBI Assets, which comprise leases and related leased vehicles having an aggregate Securitization Value as of the cutoff date of $1,526,947,713.40 (based on a Securitization Rate of 7.00%). On or prior to the tenth calendar day of each month or, if such day is not a Business Day, the immediately succeeding Business Day (each, a “determination date”), the servicer will inform the trustees and each paying agent of, among other things, the amount of (a) Collections described in clauses (1) through (11) under “Description of the Servicing Agreement—Collections in this prospectus, (the “Collections”), (b) Advances to be made by the servicer, (c) the Servicing Fee payable to the servicer, in each case with respect to the calendar month immediately preceding the month in which the related payment date occurs (each, a “Collection Period”), (d) the Optimal Principal Distributable Amount and (e) based on Available Funds and other amounts available for distribution on the related payment date as described below, the amount to be distributed to the securityholders.

The trustees will make distributions to the securityholders out of amounts on deposit in the related Distribution Accounts. The amount to be distributed to the servicer, the securityholders will be determined in the manner described below.

Determination of Available Funds

The amount of funds available for distribution on a payment date will generally equal the sum of Available Funds and amounts on deposit in the Reserve Account.

 

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Available Funds for a payment date and the related Collection Period will equal the sum of: (a) Collections, (b) Advances required to be made by the servicer, and (c) in the case of an Optional Purchase, the Optional Purchase Price.

The “Available Funds Shortfall Amount for a payment date and the related Collection Period will equal the amount by which Available Funds are less than the amount necessary to make all of the distributions in clauses (a) through (d) of the first paragraph under “—Deposits to the Distribution Accounts; Priority of Payments—SUBI Collection Account in this prospectus, except that the Principal Distribution Amount rather than the Monthly Principal Distributable Amount will be used for purposes of clause (d).

Deposits to the Distribution Accounts; Priority of Payments

SUBI Collection Account. On each payment date (so long as the maturity of the notes has not been accelerated, or, if the maturity of the notes has been accelerated, such acceleration has been rescinded), the servicer will allocate amounts on deposit in the SUBI Collection Account with respect to the related Collection Period as described below and will instruct the indenture trustee to cause the following deposits and distributions to be made in the following amounts, to the extent of available amounts on deposit in the 2020-B SUBI Collection Account for such payment date, and order of priority:

 

 (a)

to the servicer, the Payment Date Advance Reimbursement,

 

 (b)

to the servicer, the Servicing Fees, together with any unpaid Servicing Fees in respect of one or more prior Collection Periods,

 

 (c)

to the Note Distribution Account, on a pro rata basis based on the amount distributable to each class of notes, to pay (x) interest due on the outstanding notes on that payment date (including any overdue interest) and (y) to the extent permitted under applicable law, interest on any overdue interest thereon at the applicable note rate,

 

 (d)

to the Note Distribution Account, (i) the Monthly Principal Distributable Amount, which will be allocated to pay principal first, to the Class A-1 notes, until they have been paid in full, second, to the Class A-2 notes, until they have been paid in full, third, to the Class A-3 notes, until they have been paid in full and fourth, to the Class A-4 notes, until they have been paid in full, unless the maturity of the notes has been accelerated following an Event of Default, or (ii) if the maturity of the notes has been accelerated following an Event of Default (unless and until such acceleration has been rescinded), the Monthly Principal Distributable Amount, first to the Class A-1 notes until they have been paid in full and then second, pro rata, to the Class A-2 notes, the Class A-3 notes and the Class A-4 notes until they have been paid in full,

 

 (e)

while any of the notes remain outstanding and unless the maturity of the notes has been accelerated following an Event of Default, to the Reserve Account, the Excess Amounts, until the Reserve Account Requirement has been satisfied,

 

 (f)

to the indenture trustee, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Indenture but only to the extent that such fees, expenses or indemnity payments have been outstanding for at least 60 days,

 

 (g)

to the owner trustee, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Trust Agreement but only to the extent that such fees, expenses or indemnity payments have been outstanding for at least 60 days,

 

 (h)

to the asset representations reviewer, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Asset Representations Review Agreement, but only to the extent that such fees, expenses or indemnity payments have not been paid by the sponsor and have been outstanding for at least 60 days, and

 

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 (i)

any remaining funds to the Certificate Distribution Account for distribution to the certificateholders, as beneficial owners of the issuing entity.

The “Payment Date Advance Reimbursement for a payment date will equal the sum of all (a) outstanding Sales Proceeds Advances (1) in respect of leased vehicles that were sold during the related Collection Period (other than a sale to the servicer pursuant to the Servicing Supplement) and (2) that have been outstanding as of the end of that Collection Period for at least 90 days and (b) Monthly Payment Advances as to which the related lessee has made all or a portion of the advanced Monthly Payment or that have been outstanding as of the end of the Collection Period for at least 90 days.

Reserve Account. On each payment date, after taking into account amounts available to be distributed to securityholders from the SUBI Collection Account, the servicer will allocate the Reserve Account Draw Amount on deposit in the Reserve Account with respect to the related Collection Period and will instruct the indenture trustee to make the following deposits and distributions in the following amounts (but not to exceed the Reserve Account Draw Amount) and order of priority:

 

 (a)

to the Note Distribution Account, to pay, on a pro rata basis, based on the amount distributable to each class of notes, any remaining interest due on the outstanding notes on that payment date, and, to the extent permitted under applicable law, interest on any overdue interest at the applicable note Rate; and

 

 (b)

to the Note Distribution Account, the remaining Monthly Principal Distributable Amount, which will be allocated to pay principal on the notes in the amounts and order of priority described under “—Deposits to the Distribution Accounts; Priority of Payments—SUBI Collection Account above or, if applicable, as provided in “—Post-Acceleration Priority of Payments” below.

The “Reserve Account Draw Amount” is an amount for any payment date equal to (a) the lesser of (1) the Available Funds Shortfall Amount for that payment date, if any, calculated as described under “Distributions on the Notes—Determination of Available Funds,” or (2) the amount on deposit in the Reserve Account; or (b) upon the occurrence of an Event of Default that results in the acceleration of the notes, and unless and until such acceleration has been rescinded, the entire amount on deposit in the Reserve Account.

On each payment date, if, after giving effect to the distributions set forth above, the amount on deposit in the Reserve Account exceeds the Reserve Account Requirement, any such excess shall be released to the Certificate Distribution Account for distribution to the certificateholders, as beneficial owners of the issuing entity. In addition, if on any payment date on which the amount on deposit in the Reserve Account, after giving effect to all withdrawals therefrom and deposits thereto in respect of that payment date, is greater than or equal to the balance of the notes then outstanding, such amount will be used to retire the then outstanding notes. Upon any such distributions, the securityholders will have no further rights in, or claims to such amounts.

Amounts distributed to the depositor and to any holder of the certificates will not be available in later periods to fund charge offs or the Reserve Account. See “Risk Factors—Payment priorities increase risk of loss or delay in payment to certain classes of notes in this prospectus. Amounts distributed to the depositor may be distributed to NMAC, the sole member of the depositor, for general corporate purposes.

The final distribution to any noteholder will be made only upon surrender and cancellation of the certificate representing its notes at an office or agency of the issuing entity specified in the notice of termination.

None of the securityholders, the indenture trustee, the owner trustee, the depositor, the servicer will be required to refund any amounts properly distributed or paid to them, whether or not there are sufficient funds on any subsequent payment date to make full distributions to the securityholders.

Post-Acceleration Priority of Payments

Following the occurrence of an Event of Default that results in the acceleration of the notes as described under “Description of the Indenture—Events of Default and “—Remedies Upon an Event of Default in this

 

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prospectus, and unless and until such acceleration has been rescinded, on each payment date, the indenture trustee shall make the following payments and distributions from the 2020-B SUBI Collection Account on such payment date, to the extent of available amounts on deposit in the 2020-B SUBI Collection Account on such payment date, in the following priority:

 

 (a)

to the servicer, the Payment Date Advance Reimbursement,

 

 (b)

to the servicer, the Servicing Fees, together with any unpaid Servicing Fees in respect of one or more prior Collection Periods,

 

 (c)

pro rata, to the indenture trustee and the owner trustee, for amounts due as compensation or indemnity payments pursuant to the terms of the Indenture and the Trust Agreement, respectively,

 

 (d)

to the asset representations reviewer, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Asset Representations Review Agreement, but only to the extent that such fees, expenses or indemnity payments have not been paid by the sponsor and have been outstanding for at least 60 days,

 

 (e)

to the Note Distribution Account, on a pro rata basis based on the amount distributable to each class of notes, to pay (x) interest due on the outstanding notes on that payment date (including any overdue interest), and (y) to the extent permitted under applicable law, interest on any overdue interest thereon at the applicable note rate,

 

 (f)

to the Note Distribution Account, the Monthly Principal Distributable Amount, which will be allocated to pay principal, first, to the Class A-1 notes, until they have been paid in full, and second, to the Class A-2 notes, the Class A-3 notes and the Class A-4 notes, pro rata, until all such notes have been paid in full, and

 

 (g)

after all classes of notes have been paid in full, any remaining funds to the Certificate Distribution Account for distribution to the certificateholders, as beneficial owners of the issuing entity.

Upon the sale of the issuing entity’s property under the circumstances described in this prospectus under “Description of the Indenture—Remedies Upon an Event of Default” following an Event of Default, the proceeds of such sale, together with available monies on deposit in the Reserve Account, will be paid in the priority of payments and distributions described above in this section.

If an Event of Default occurs, the indenture trustee or the holders of at least a majority of the aggregate principal balance of the notes and all accrued and unpaid interest thereon, voting as a single class, may declare the principal of the notes to be immediately due and payable. If the notes are accelerated, you may receive principal before the Final Scheduled Payment Date for your notes.

Payment Date Certificate

The issuing entity will cause the servicer to agree to deliver to the indenture trustee, the owner trustee and each paying agent, if any, on each determination date, a certificate (the “Payment Date Certificate”) including, among other things, the following information with respect to the related payment date and the related Collection Period and Accrual Period:

 

 (i)

the amount of Collections allocable to the 2020-B SUBI certificate,

 

 (ii)

the amount of Available Funds, including amounts with respect to each of items (a) through (c) of the definition thereof,

 

 (iii)

the amount of interest accrued during such Accrual Period on each class of notes,

 

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 (iv)

the note balance for each class of notes and the certificate balance, in each case on the day immediately preceding such payment date,

 

 (v)

(A) the Reserve Account Requirement, (B) the amount deposited in the Reserve Account, if any, (C) the Reserve Account Draw Amount, if any, (D) the balance on deposit in the Reserve Account after giving effect to withdrawals therefrom and deposits thereto in respect of such payment date and (E) the change in such balance from the immediately preceding payment date,

 

 (vi)

the amount being distributed to each class of the noteholders (the “note distribution amount”) and to the certificateholder (the “certificate distribution amount”),

 

 (vii)

the amount of the note distribution amount allocable to interest on and principal of each class of the notes and any Principal Carryover Shortfall for each class of the notes,

 

 (viii)

the amount of any principal paid on, and Principal Carryover Shortfall paid for, the certificates,

 

 (ix)

the Monthly Principal Distributable Amount and the Optimal Principal Distributable Amount,

 

 (x)

the Note Factor for each class of the notes and the certificate factor for the certificates after giving effect to the distribution of the note distribution amount and the certificate distribution amount, respectively,

 

 (xi)

the aggregate Securitization Value of 60-Day Delinquent Leases and related leased vehicles as of that payment date,

 

 (xii)

the Delinquency Percentage,

 

 (xiii)

the Delinquency Trigger,

 

 (xiv)

the aggregate amount of Residual Value Losses and Residual Value Surplus for such Collection Period,

 

 (xv)

the amount of Sales Proceeds Advances and Monthly Payment Advances included in Available Funds,

 

 (xvi)

the amount of any Payment Date Advance Reimbursement for such Collection Period,

 

 (xvii)

the Servicing Fee for such Collection Period,

 

 (xviii)

delinquency and loss information for the Collection Period,

 

 (xix)

any material changes in practices with respect to charge-offs, collection and management of delinquent leases, and the effect of any grace period, re-aging, re-structure, partial payments or other practices on delinquency and loss experience,

 

 (xx)

any material modifications, extensions or waivers to lease terms, fees, penalties or payments during the Collection Period,

 

 (xxi)

any material breaches of representations, warranties or covenants contained in the leases,

 

 (xxii)

any new issuance of notes or other securities backed by the SUBI Assets (if applicable), and

 

 (xxiii)

any material additions, removals or substitutions of SUBI Assets, repurchases of SUBI Assets.

 

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On any payment date, the note balance will equal the initial note balance reduced by all payments of principal made on or prior to such payment date on the notes.

Residual Value Loss” for each leased vehicle that is returned to the servicer following the termination of the related lease at its Lease Maturity Date or an Early Lease Termination, will mean the excess, if any, of (a) the Base Residual of such leased vehicle, over (b) the sum of (without duplication) the related Net Auction Proceeds or Net Liquidation Proceeds, as the case may be, and all Net Insurance Proceeds.

Residual Value Surplus” for each leased vehicle that is returned to the servicer following the termination of the related lease at its Lease Maturity Date or an Early Lease Termination, will mean the excess, if any, of (a) the sum of (without duplication) the Net Auction Proceeds from the sale of the leased vehicle and all Net Insurance Proceeds over (b) the Securitization Value of such leased vehicle at the related date of termination.

Net Auction Proceeds” will mean with respect to a Collection Period, all amounts received by the servicer in connection with the sale or disposition of any leased vehicle that is sold at auction or otherwise disposed of by the servicer during such Collection Period, other than insurance proceeds, reduced by the related disposition expenses and, in the case of a leased vehicle returned to the servicer at the Lease Maturity Date and in connection with a Lessee Initiated Early Termination or a Casualty Termination (each, a “Matured Vehicle”), any outstanding Sales Proceeds Advance.

Net Insurance Proceeds” means, with respect to any leased vehicle, lease or lessee, all related insurance proceeds, net of the amount thereof (a) applied to the repair of the related leased vehicle, (b) released to the lessee in accordance with applicable law or the customary servicing procedures of the servicer or (c) representing other related expenses incurred by the servicer not otherwise included in liquidation expenses or disposition expenses that are recoverable by the servicer under the Titling Trust Agreement.

Insurance Expenses” means, with respect to any leased vehicle, lease or lessee, the amount thereof (a) applied to the repair of the related leased vehicle, (b) released to the lessee in accordance with applicable law or the customary servicing procedures of the servicer or (c) representing other related expenses incurred by the servicer not otherwise included in liquidation expenses or disposition expenses that are recoverable by the servicer under the Titling Trust Agreement. Insurance Expenses will be reimbursable to the servicer as a deduction from Net Insurance Proceeds.

Net Liquidation Proceeds” means Liquidation Proceeds reduced by the related expenses.

Liquidation Proceeds” will mean the gross amount received by the servicer in connection with the attempted realization of the full amounts due or to become due under any lease and of the Base Residual of the leased vehicle, whether from the sale or other disposition of the related leased vehicle (irrespective of whether or not such proceeds exceed the related Base Residual), the proceeds of any repossession, recovery or collection effort, the proceeds of recourse or similar payments payable under the related dealer agreement, receipt of insurance proceeds and application of the related security deposit and the proceeds of any disposition fees or other related proceeds.

Each amount set forth pursuant to clauses (iii), (iv), (vi), (vii) and (viii) above will be expressed in the aggregate and as a dollar amount per $1,000 of original principal balance of a note or certificate.

The indenture trustee has no duty or obligation to verify or confirm the accuracy of any of the information or numbers set forth in the Payment Date Certificate delivered to the indenture trustee, and the indenture trustee shall be fully protected in relying upon the Payment Date Certificate.

Copies of the Payment Date Certificates may be obtained by the note owners by a request in writing addressed to the indenture trustee. In addition, within the prescribed period of time for tax reporting purposes after the end of each calendar year, the indenture trustee (during the term of the Indenture) will mail to each person who at any time during such calendar year was a noteholder a statement containing information for the purposes of that noteholder’s preparation of U.S. federal and state income tax returns. See “Material U.S. Federal Income Tax Consequences” in this prospectus.

 

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Optional Purchase

In order to avoid excessive administrative expenses, the servicer will be permitted at its option to purchase the 2020-B SUBI Certificate from the issuing entity on any payment date if, either before or after giving effect to any payment of principal required to be made on such payment date, (a) the aggregate Securitization Value of the SUBI Assets is less than or equal to 10% of the initial aggregate Securitization Value of the SUBI Assets as of the cutoff date, or (b) the then-outstanding note balance is reduced to zero and the holders of 100% of the outstanding certificates consent thereto. The exercise of that option by the servicer is referred to in this prospectus as an “Optional Purchase.” The purchase price for the 2020-B SUBI certificate (which, with the consent of the servicer and 100% of the certificateholders, may be deemed to be the aggregate Securitization Value of the SUBI Assets on such payment date) (the “Optional Purchase Price”) will equal the greater of (i) the fair market value of the SUBI Assets, and (ii) the sum of the Redemption Price for the notes, the Servicing Fee (including any unpaid Servicing Fees for prior Collection Periods), and unpaid portions of any outstanding Sales Proceeds Advances and Monthly Payment Advances (in each case, after giving effect to any payments made on such payment date). In connection with an Optional Purchase, the servicer will deposit the Optional Purchase Price into the SUBI Collection Account on the Deposit Date relating to the date of such redemption. The “Redemption Price for the notes will equal the aggregate outstanding note balance, plus accrued and unpaid interest thereon at the related note rates (including, to the extent allowed by law, interest on overdue interest, if applicable), to but not including the payment date fixed for redemption. The owner trustee and the indenture trustee (to the extent the notes are still outstanding), will give written notice of redemption to each securityholder. On the payment date fixed for redemption, the notes will be due and payable at the Redemption Price, and no interest will accrue on the notes after such payment date.

It is expected that at such time as the Optional Purchase becomes available to the servicer, only the certificates will be outstanding.

Advances

On each Deposit Date, the servicer will be obligated to make, by deposit into the SUBI Collection Account, a Monthly Payment Advance in respect of the unpaid Monthly Payment of certain leased vehicles, and a Sales Proceeds Advance in respect of the Securitization Value of leases relating to certain Matured Vehicles. As used in this prospectus, the term “Advance refers to either a Monthly Payment Advance or a Sales Proceeds Advance.

Monthly Payment Advances. If a lessee makes a Monthly Payment that is less than the total Monthly Payment billed with respect to the lessee’s vehicle for the related Collection Period, the servicer will advance the difference between (a) the amount of the Monthly Payment due and (b) the actual lessee payment received less amounts thereof allocated to monthly sales, use, lease or other taxes (each, a “Monthly Payment Advance”).

Sales Proceeds Advances. If the servicer does not sell or otherwise dispose of a leased vehicle that became a Matured Vehicle by the end of the related Collection Period, on the related Deposit Date the servicer will advance to the issuing entity an amount equal to, if the related lease (i) terminated early but is not a lease in default, the Securitization Value, and (ii) relates to a leased vehicle that matured on its scheduled termination date, the Base Residual (each, a “Sales Proceeds Advance”).

The servicer will be entitled to reimbursement of Monthly Payment Advances and Sales Proceeds Advances to the extent described in “Description of the Servicing Agreement—Advances” in this prospectus. For more information regarding the servicer’s obligation to deposit Advances into the SUBI Collection Account and right to be reimbursed for Advances, you should refer to “Description of the Servicing Agreement—Advances in this prospectus.

Compensation for Servicer and Administrative Agent

As servicer, NMAC will be entitled to compensation for the performance of its servicing obligations with respect to the SUBI Assets under the Servicing Agreement. Pursuant to the Trust Administration Agreement, NMAC, as administrative agent (the “administrative agent”) will also perform the administrative obligations required to be performed by the issuing entity or the owner trustee under the Indenture and the Trust Agreement. As

 

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servicer, NMAC will be entitled to receive a fee in respect of the SUBI Assets equal to, for each Collection Period, one-twelfth of the product of (a) 1.00% and (b) the aggregate Securitization Value of all leases as of the first day of that Collection Period (the “Servicing Fee”). The servicer will also be entitled to receive any interest and other investment earnings (net of losses and expenses) earned during the Collection Period from the investment of monies on deposit in the SUBI Collection Account and the Reserve Account. See “Description of the Servicing Agreement—Servicing Compensation” in this prospectus. The Servicing Fee will be payable on each payment date and will be calculated and paid based upon a 360-day year consisting of twelve 30-day months. For performance of its obligations under the Trust Administration Agreement and as reimbursement for its expenses related thereto, the administrative agent will be entitled to a monthly payment of compensation in an amount to be agreed to between the administrative agent and the servicer, which will be solely an obligation of the servicer.

As servicer, NMAC will also be entitled to additional compensation as described under “Description of the Servicing Agreement—Servicing Compensation in this prospectus.

 

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Fees and Expenses

Set forth below is a list of all fees and expenses payable on each payment date out of Available Funds and amounts on deposit in the Reserve Account for the related Collection Period.

 

Type of Fee

  

Amount of Fee

  

Party
Receiving Fee

  

Priority in Distribution

Servicing Fee  One-twelfth of the product of (a) 1.00% and (b) the aggregate Securitization Value of all leases as of the first day of the Collection Period or, in the case of the first payment date, as of the Cutoff Date  servicer  Payable prior to payment of interest on and principal of the notes
Reimbursable
Expenses(1)
  Costs and expenses incurred by the servicer in a legal proceeding to protect or otherwise enforce the rights of the titling trust or the titling trustee in a lease or leased vehicle  servicer  Payable prior to payment of interest on and principal of the notes
Unpaid indenture
trustee and owner
trustee expenses(2)
  So long as no Event of Default has occurred and is continuing, to the extent unpaid by the administrative agent for at least 60 days (as required by the Indenture and Trust Agreement, as applicable), any amounts due to the indenture trustee and the owner trustee for accrued and unpaid fees, expenses and indemnity payments(3)  indenture trustee
and owner trustee
  Payable after payments of interest on and principal of the notes and after any required deposits in the Reserve Account(4)
Unpaid asset representations reviewer fees(2)  $5,000 as compensation for its services on a per annum basis, plus reasonable expenses and any indemnification payments due to the extent not paid under the Basic Documents.  asset
representations
reviewer
  Payable after payments of interest on and principal of the notes and after any required deposits in the Reserve Account. (4)
Asset Review expenses(2)  $200 for each lease reviewed in connection with an Asset Review plus reasonable expenses incurred in connection with an Asset Review, in each case, to the extent not paid under the Basic Documents.  asset
representations
reviewer
  Payable after payments of interest on and principal of the notes and after any required deposits in the Reserve Account. (4)

 

(1)

Reimbursable Expenses will be paid to the servicer on any day after the servicer supplies the titling trustee with an officer’s certificate setting forth the calculations for such Reimbursable Expenses. See “Security for the Notes—The Accounts—The SUBI Collection Account in this prospectus.

(2) 

NMAC, as servicer, is required to pay the fees, expenses and indemnity payments of the indenture trustee and the owner trustee and NMAC, as sponsor, is required to pay the fees, expenses and indemnity payments of the asset representations reviewer. However, to the extent NMAC fails to make these payments for a period of 60 days, these amounts will be paid out of Collections in accordance with the priority of payments set forth under “Distributions on the Notes—Deposits to the Distribution Accounts; Priority of Payments” and “—Post-Acceleration Priority of Payments,” as applicable.

(3) 

The fees and expenses described above do not change upon an Event of Default, although actual expenses incurred may be higher after an Event of Default.

(4) 

Following an Event of Default and acceleration of the notes (which has not been rescinded), these amounts will be paid prior to payments of interest on and principal of the notes as described in “Distributions on the Notes—Post-Acceleration Priority of Payments.”

 

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DESCRIPTION OF THE INDENTURE

The following summary describes material terms of the Indenture and does not purport to be complete and is subject to, and qualified in its entirety by reference to, all the provisions of the Indenture.

Events of Default

 

 Events

of Default under the Indenture will consist of:

 

 1.

a default for five days or more in the payment of interest on any of the notes, when the same becomes due and payable;

 

 2.

a default in the payment of principal of any of the notes on the Final Scheduled Payment Date or redemption date of the notes;

 

 3.

a material default in the observance or performance of any covenant or agreement of the issuing entity (other than as set forth in (1) or (2) above), or any representation or warranty of the issuing entity made in the Indenture or in any certificate or other writing delivered under the Indenture that proves to have been inaccurate in any material respect at the time made, which default or inaccuracy materially and adversely affects the interests of the noteholders, and the continuation of that default or inaccuracy for a period of 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (A) such failure is capable of remedy within 90 days or less and (B) a majority of the aggregate outstanding principal balance of the notes, voting as a single class, consent to such longer cure period) after written notice thereof is given to the issuing entity by the indenture trustee or to the issuing entity and the indenture trustee by the holders of not less than the majority of the aggregate principal balance of the notes, voting as a single class; or

 

 4.

certain events of bankruptcy, insolvency, receivership or liquidation of the issuing entity (which, if involuntary, remains unstayed for more than 90 days).

Noteholders holding at least a majority of the aggregate outstanding principal balance of the notes outstanding, voting together as a single class, may waive any past default or Event of Default prior to the declaration of the acceleration of the maturity of the notes, except a default in the payment of principal of or interest on the notes, or in respect of any covenant or provision in the Indenture that cannot be modified or amended without unanimous consent of the noteholders.

However, the amount of principal required to be paid to noteholders under the Indenture will generally be limited to amounts available to be deposited in the SUBI Collection Account. Therefore, the failure to pay any principal on any class of notes generally will not result in the occurrence of an Event of Default until the Final Scheduled Payment Date for that class of notes or the payment date fixed for redemption of the notes. See “Risk Factors—The failure to make principal payments on the notes prior to the applicable Final Scheduled Payment Date will generally not result in an event of default in this prospectus. In addition, as described below, following the occurrence of an Event of Default (other than the events described in (1) and (2) above) and acceleration of the maturity of the notes, the indenture trustee is not required to sell the assets of the issuing entity, and may sell those assets only after meeting requirements specified in the Indenture. In that case, even if the maturity of the notes has been accelerated, there may not be any funds to pay principal of the notes.

Remedies Upon an Event of Default

If an Event of Default occurs and is continuing, the indenture trustee or the holders of at least a majority of the aggregate outstanding principal balance of such notes, voting as a single class, may declare the principal of the notes and all accrued and unpaid interest thereon to be immediately due and payable. This declaration may be rescinded by the holders of at least a majority of the then outstanding aggregate outstanding principal balance of the

 

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notes, voting together as a single class, before a judgment or decree for payment of the amount due has been obtained by the indenture trustee if:

 

  

the issuing entity has deposited with the indenture trustee an amount sufficient to pay (1) all interest on and principal of the notes as if the Event of Default giving rise to that declaration had not occurred, and (2) all amounts paid or advanced by the indenture trustee and the reasonable compensation, expenses and advances of the indenture trustee and its agents and counsel; and

 

  

all Events of Default—other than the nonpayment of principal of the notes that has become due solely due to that acceleration—have been cured or waived.

If the notes have been declared due and payable following an Event of Default, the indenture trustee may institute proceedings to collect amounts due, exercise remedies as a secured party, including foreclosure or sale of the issuing entity’s property, or elect to maintain the issuing entity’s property and continue to apply proceeds from the issuing entity’s property as if there had been no declaration of acceleration. The indenture trustee may not, however, unless it is required to sell or otherwise liquidate the issuing entity’s property under the Trust Agreement as a result of the bankruptcy or insolvency of the issuing entity, sell or otherwise liquidate the issuing entity’s property following an Event of Default (other than the events described in (1) and (2) under “—Events of Default” above) unless:

 

  

the holders of all outstanding notes consent to the sale or liquidation;

 

  

the proceeds of that sale or liquidation are sufficient to pay in full the principal of and the accrued and unpaid interest on all outstanding notes at the date of the sale or liquidation; or

 

  

the indenture trustee determines that proceeds of the issuing entity’s property would not be sufficient on an ongoing basis to make all payments on the outstanding notes as those payments would have become due if the notes had not been declared due and payable, and the indenture trustee obtains the consent of holders of at least 66 2/3% of the aggregate outstanding principal balance of all notes outstanding, voting together as a single class.

In determining sufficiency or insufficiency with respect to the second and third bullet points above, the indenture trustee may but need not obtain (at the expense of the issuing entity) and rely upon an opinion of an independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and the sufficiency of the issuing entity’s property for such purpose. Any sale of the issuing entity’s property, other than a sale resulting from the bankruptcy, insolvency or termination of the issuing entity, is subject to the requirement that an opinion of counsel be delivered to the effect that such sale will not cause the titling trust or an interest therein or portion thereof to be classified as an association, or a publicly traded partnership, taxable as a corporation for U.S. federal income tax purposes.

In the event of a sale of the issuing entity’s property, either as a result of the bankruptcy or insolvency of the issuing entity or following the occurrence of an Event of Default under the circumstances described above, at the direction of the indenture trustee or the noteholders, the proceeds of such sale, together with available monies on deposit in the related reserve account, will be distributed in the amount and order of priority specified in “Distributions on the Notes—Post-Acceleration Priority of Payments” in this prospectus.

Subject to the provisions of the Indenture relating to the duties of the indenture trustee, if an Event of Default occurs and is continuing, the indenture trustee will be under no obligation to exercise any of the rights or powers under the Indenture (other than in connection with an asset representations review) at the request or direction of any of the holders of the notes if the indenture trustee reasonably believes it will not be adequately indemnified against the costs, expenses and liabilities that might be incurred by it in complying with that request. Subject to such provisions for indemnification and certain limitations contained in the Indenture, the holders of at least a majority of the aggregate principal balance of the notes then outstanding, voting together as a single class, will have the right to direct the time, method and place of conducting any proceeding or any remedy available to the indenture trustee or exercising any trust power conferred on the indenture trustee.

 

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No holder of the notes will have the right to institute any proceeding with respect to the Indenture unless:

 

  

holders of the notes previously have given the indenture trustee written notice of a continuing Event of Default,

 

  

holders of the notes holding not less than 25% of the aggregate principal balance of the notes then outstanding have made written request of the indenture trustee to institute that proceeding in its own name as indenture trustee,

 

  

holders of the notes have offered the indenture trustee reasonable indemnity,

 

  

the indenture trustee has for 60 days failed to institute that proceeding, and

 

  

no direction inconsistent with that written request has been given to the indenture trustee during that 60-day period by noteholders holding at least a majority of the aggregate principal balance of the notes, voting as a single class.

With respect to the issuing entity, neither the indenture trustee nor the related owner trustee in their respective individual capacities, nor any holder of a certificate, nor any of their respective owners, beneficiaries, agents, officers, directors, employees, successors or assigns will, in the absence of an express agreement to the contrary, be personally liable for the payment of interest on or principal of the notes of or for the obligations of the issuing entity or the indenture trustee, in its capacity as indenture trustee, contained in the Indenture.

Certain Covenants

Under the Indenture, the issuing entity will covenant that it will not,

 

  

engage in any activities other than financing, acquiring, owning, pledging and managing the 2020-B SUBI certificate as contemplated by the Indenture and the other Basic Documents,

 

  

sell, transfer, exchange or otherwise dispose of any of its assets, including those assets included in the issuing entity’s property, except as expressly permitted by the Indenture and the other Basic Documents,

 

  

claim any credit on or make any deduction from the principal of and interest payable on the notes—other than amounts withheld under the Code or applicable state law—or assert any claim against any present or former holder of those notes because of the payment of taxes levied or assessed upon any part of the issuing entity’s property,

 

  

permit (1) the validity or effectiveness of the Indenture to be impaired, (2) the lien of that Indenture to be amended, hypothecated, subordinated, terminated or discharged, (3) any person to be released from any covenants or obligations with respect to those notes under that Indenture except as may be expressly permitted by that Indenture, (4) any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of that Indenture) to be created on or extend to or otherwise arise upon or burden the assets of the issuing entity or any part thereof, or any interest therein or the proceeds therefrom (other than tax liens, mechanics’ liens and other liens arising by operation of law in any of the related SUBI Assets and solely as a result of an action or omission of the related lessee) or (5) except as provided in the Basic Documents, the lien of the Indenture to not constitute a first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the estate of the issuing entity,

 

  

incur, assume or guarantee any indebtedness other than indebtedness incurred in accordance with the Basic Documents, or

 

  

except as otherwise permitted in the Basic Documents, dissolve or liquidate in whole or in part.

 

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Replacement of the Indenture Trustee

The holders of at least a majority of the aggregate principal balance of the notes outstanding, voting together as a single class, may remove the indenture trustee without cause by so notifying in writing the indenture trustee and the issuing entity at least 30 days prior to the effective date of such removal, and following such removal may appoint a successor indenture trustee, provided, that the issuing entity shall give prompt written notice to each hired rating agency of such removal. Any successor indenture trustee must at all times satisfy all applicable requirements of the Trust Indenture Act of 1939 (the “TIA”), and in addition, have a combined capital and surplus of at least $50,000,000 (as set forth in its most recently published annual report of condition) and a long-term debt rating of at least “Baa3” or its equivalent by each hired rating agency or otherwise satisfy the Rating Agency Condition.

The indenture trustee may resign at any time by so notifying in writing the issuing entity and the servicer at least 30 days prior to the effective date of such resignation. The servicer will thereafter deliver a copy of such notice to the hired rating agencies. The issuing entity shall remove the indenture trustee if the indenture trustee:

 

  

ceases to be eligible to continue as the indenture trustee,

 

  

is adjudged to be bankrupt or insolvent,

 

  

commences a bankruptcy proceeding, or

 

  

otherwise becomes incapable of acting.

Upon the resignation or removal of the indenture trustee, or the failure of the noteholders to appoint a successor indenture trustee following the removal without cause of the indenture trustee, the issuing entity will be required promptly to appoint a successor indenture trustee. All reasonable costs and expenses incurred in connection with transferring the predecessor indenture trustee’s duties and obligations to the successor indenture trustee will be paid by the successor indenture trustee.

Duties of Indenture Trustee

Except during the continuance of an Event of Default, the indenture trustee will:

 

  

perform such duties, and only such duties, as are specifically set forth in the Indenture,

 

  

rely, as to the truth of the statements and the correctness of the opinions expressed therein, on certificates or opinions furnished to the indenture trustee that conform to the requirements of the Indenture, and

 

  

examine any such certificates, statements, opinions or other instruments that are specifically required to be furnished to the indenture trustee by the Indenture to determine whether or not they conform on their face to the requirements of the Indenture and the other Basic Documents.

Upon the continuance of an Event of Default, the indenture trustee will be required to exercise the rights and powers vested in it by the Indenture and use the same degree of care and skill in the exercise thereof as a prudent person would exercise or use under the circumstances in the conduct of that person’s own affairs.

Compensation and Indemnity

The administrative agent or, to the extent described in “Distributions on the Notes—Deposits to the Distribution Accounts; Priority of Payments” and “Distributions on the Notes—Post-Acceleration Priority of Payments” in this prospectus, the issuing entity will:

 

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pay the indenture trustee from time to time reasonable compensation for its services, which compensation will not be limited by any law on compensation of a trustee of an express trust, and

 

  

except as otherwise provided in the Indenture, indemnify the indenture trustee for, and hold it harmless against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses, and disbursements (including reasonable legal fees and expenses and the costs of enforcing an indemnifying party’s obligations) of any kind and nature whatsoever, incurred by the indenture trustee in connection with the performance of its duties (including the costs of defending any claim or bringing any claim to enforce the indemnification obligations of the administrative agent under the Indenture).

The indenture trustee will not be indemnified by the issuing entity or the administrative agent against any loss, liability or expense incurred by it (i) relating to any income or similar taxes on any fees payable to the indenture trustee pursuant to the Indenture; (ii) arising from the breach by the indenture trustee of any of its representations or warranties set forth in the Basic Documents; (iii) arising in connection with the performance by the indenture trustee of the duties of a successor servicer under the Servicing Agreement; or (iv) through its own willful misconduct, negligence or bad faith, except that:

 

  

the indenture trustee will not be liable for any error of judgment made by it in good faith, unless it is proved that the indenture trustee was negligent in ascertaining the pertinent facts,

 

  

the indenture trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it from the noteholders in accordance with the terms of the Indenture, and

 

  

the indenture trustee will not be liable for interest on any money received by it except as the indenture trustee and the issuing entity may agree in writing.

The indenture trustee will not be deemed to have knowledge of any event unless a responsible officer of the indenture trustee has actual knowledge of the event or has received written notice of the event in accordance with the provisions of the Indenture.

Access to Noteholder Lists

If definitive notes are issued in the limited circumstances set forth in “The Notes—Definitive Notes in this prospectus, and the indenture trustee is not the note registrar, the issuing entity will furnish or cause to be furnished to the indenture trustee a list of the names and addresses of the noteholders:

 

  

as of each record date, within five days after the applicable record date, and

 

  

within 30 days after receipt by the issuing entity of a written request for that list, as of not more than ten days before that list is furnished.

Annual Compliance Statement

The issuing entity will be required (i) to cause the servicer to deliver an annual written statement to the indenture trustee certifying the fulfillment of its obligations under the Servicing Agreement, and (ii) to deliver to the indenture trustee an officer’s certificate certifying the fulfillment of its obligations under the Indenture in all material respects.

Reports and Documents by Indenture Trustee to Noteholders

The indenture trustee will deliver, at the expense of the issuing entity, to each noteholder such information as may be reasonably requested (and reasonably available to the indenture trustee) to enable such holder to prepare its U.S. federal and state income tax returns.

 

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The indenture trustee will be required to furnish to any noteholder promptly upon receipt of a written request by such noteholder (at the expense of the requesting noteholder) duplicates or copies of all reports, notices, requests, demands, certificates and any other documents furnished to the indenture trustee under the Basic Documents. Except with respect to any noteholders lists or publicly available documents, the indenture trustee may require such noteholder to deliver to the indenture trustee a nondisclosure agreement in a form satisfactory to the indenture trustee with respect to the information contained in any such requested document.

If required by TIA Section 313(a), within 60 days after each March 31, beginning with the fiscal year ending March 31, 2021, the indenture trustee will mail to each noteholder as required by TIA Section 313(c) a brief report dated as of such date that sets forth the information required by TIA Section 313(a), including any change to its eligibility and qualification to continue as indenture trustee under the Indenture, any amounts advanced by it under the Indenture, the outstanding principal balance, the interest rate on the notes and the Final Scheduled Payment Date in respect of each class of notes, the indebtedness owing by the issuing entity to the indenture trustee in its individual capacity, the property and funds physically held by the indenture trustee and any action taken by the indenture trustee that materially affects the notes and that has not been previously reported.

Satisfaction and Discharge of Indenture

The Indenture will be discharged with respect to the collateral upon the delivery to the indenture trustee for cancellation of all of the notes or, subject to certain exceptions, upon deposit with the indenture trustee of funds sufficient for the payment in full of the notes and satisfaction of certain other conditions set forth in the Indenture.

Amendment and Notices

Except as provided below, the Indenture may be amended without the consent of any other person; provided that (i) either (A) any amendment that materially and adversely affects the noteholders will require the consent of such noteholders evidencing not less than a majority of the aggregate outstanding principal balance of the notes voting together as a single class or (B) such amendment will not materially and adversely affect such noteholders and (ii) any amendment that adversely affects the interests of the certificateholders, the indenture trustee, the owner trustee, the servicer or the administrative agent, will require the prior consent of each person whose interests are adversely affected. An amendment will be deemed not to materially and adversely affect the interests of the noteholders if (i) the Rating Agency Condition is satisfied with respect to such amendment, or (ii) the depositor delivers an officer’s certificate to the indenture trustee stating that such amendment will not materially and adversely affect such noteholders. However, for so long as any notes are outstanding, the issuing entity’s rights in the 2020-B SUBI certificate will be subject to the lien of the Indenture. Therefore, the indenture trustee will be the holder of the 2020-B SUBI certificate for purposes of determining whether any proposed amendment to the SUBI Trust Agreement, the Servicing Agreement or the Trust Agreement will materially adversely affect the interests of the holders of such 2020-B SUBI certificate. The consent of the certificateholder or the owner trustee or the servicer or the administrative agent will be deemed to have been given if the depositor does not receive a written objection from such person within ten (10) Business Days after a written request for such consent will have been given. The indenture trustee may, but will not be obligated to, enter into or consent to any such amendment that affects the indenture trustee’s own rights, duties, liabilities or indemnities under the Basic Documents or otherwise.

Rating Agency Condition means, with respect to any event or action and each hired rating agency, either (a) written confirmation (which may be in the form of a letter, a press release or other publication or a change in such hired rating agency’s published ratings criteria to this effect) by such hired rating agency that the occurrence of such event or action will not cause it to downgrade, qualify or withdraw its rating assigned to the notes or (b) that such hired rating agency shall have been given notice of such event or action at least ten days prior to such event or action (or, if ten days’ advance notice is impracticable, as much advance notice as is practicable) and such hired rating agency shall not have issued any written notice that the occurrence of such event or action will cause it to downgrade, qualify or withdraw its rating assigned to the notes. Notwithstanding the foregoing, no hired rating agency has any duty to review any notice given with respect to any event or action, and it is understood that such hired rating agency may not actually review notices received by it prior to or after the expiration of the ten-day period described in (b) above. Further, each hired rating agency retains the right to downgrade, qualify or withdraw its rating assigned to all or any of the notes at any time in its sole judgment even if the Rating Agency Condition with respect to an event or action had been previously satisfied pursuant to clause (a) or clause (b) above.

 

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Under the Indenture, the indenture trustee will be under no obligation to ascertain whether a Rating Agency Condition has been satisfied with respect to any amendment. When the Rating Agency Condition is satisfied with respect to such amendment, the servicer will deliver to the indenture trustee an officer’s certificate to that effect, and the indenture trustee may conclusively rely upon the officer’s certificate from the servicer that a Rating Agency Condition has been satisfied with respect to such amendment.

The Indenture may also be amended with the consent of noteholders holding at least a majority of the aggregate outstanding principal balance of the notes voting together as a single class; provided that, without the consent of each noteholder affected thereby, no amendment or supplemental indenture may, among other things:

 

  

change the Final Scheduled Payment Date of or the date of payment of any installment of principal of or interest on any note, or reduce the principal balance thereof, the interest rate thereon or the redemption price with respect thereto;

 

  

reduce the percentage of the aggregate outstanding principal balance of the notes, the consent of the noteholders of which is required for any such amendment or supplemental indenture or the consent of the noteholders of which is required for any waiver of compliance with provisions of the Indenture or Events of Default thereunder and their consequences provided for in the Indenture;

 

  

modify or alter the provisions of the proviso of the term “Outstanding”;

 

  

reduce the percentage of the aggregate outstanding principal balance of the notes required to direct the indenture trustee to direct the issuing entity to sell the issuing entity’s property pursuant to the Indenture after an Event of Default, if the proceeds of such sale would be insufficient to pay the aggregate outstanding principal balance of the notes plus accrued but unpaid interest on the notes;

 

  

modify any provision of the section in the Indenture permitting amendments with noteholder consent, except to increase any percentage specified therein or to provide that certain additional provisions of the Indenture or the other Basic Documents cannot be modified or waived without the consent of the noteholder of each outstanding note affected thereby;

 

  

modify any of the provisions of the Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any note on any payment date (including the calculation of any of the individual components of such calculation);

 

  

permit the creation of any lien ranking prior to or on a parity with the lien of the Indenture with respect to any part of the issuing entity’s property or, except as otherwise permitted or contemplated therein, terminate the lien of the Indenture on any property at any time subject thereto or deprive any noteholder of the security provided by the lien of the Indenture; or

 

  

impair the right to institute suit for the enforcement of payment as provided in the Indenture.

Any demand, notice or communication to be delivered pursuant to the Indenture or the other Basic Documents to any hired rating agency will be deemed to be delivered if a copy of that demand, notice or communication has been posted on any website maintained by NMAC pursuant to a commitment to any hired rating agency relating to the notes.

DESCRIPTION OF THE TRUST AGREEMENT

The following summary describes material terms of the Trust Agreement pursuant to which the issuing entity will be created and certificates will be issued. This summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, all the provisions of the Trust Agreement.

 

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Authority and Duties of the Owner Trustee

If the issuing entity has issued certificates pursuant to a Trust Agreement, the related owner trustee will administer the issuing entity in the interest of the certificateholders, subject to the lien of the Indenture, in accordance with the Trust Agreement and the other Basic Documents.

The owner trustee will not be required to perform any of the obligations of the issuing entity under the Trust Agreement or the other Basic Documents that are required to be performed by:

 

  

the servicer under the Servicing Agreement or the SUBI Supplement,

 

  

the depositor under the Trust Agreement, the Indenture, the Servicing Agreement or the SUBI Certificate Transfer Agreement,

 

  

the administrative agent under the Trust Administration Agreement,

 

  

the asset representations reviewer under the Asset Representations Review Agreement, or

 

  

the indenture trustee under the Indenture.

The owner trustee will not manage, control, use, sell, dispose of or otherwise deal with any part of the issuing entity’s property except in accordance with (i) the powers granted to and the authority conferred upon the owner trustee pursuant to the Trust Agreement, (ii) the other Basic Documents to which the issuing entity or the owner trustee is a party, and (iii) any document or instruction delivered to that owner trustee pursuant to the Trust Agreement. In particular, the owner trustee will not transfer, sell, pledge, assign or convey the 2020-B SUBI certificate except as specifically required or permitted by the Basic Documents.

Restrictions on Actions by the Owner Trustee

The owner trustee may not:

 

  

initiate or settle any claim or lawsuit involving the issuing entity, unless brought by the servicer to collect amounts owed under a lease,

 

  

amend the certificate of Trust for the issuing entity (unless such amendment is required to be filed under applicable law),

 

  

amend the Indenture in circumstances where the consent of any certificateholder is required and such consent has not been granted,

 

  

amend any Basic Document other than pursuant to, and in accordance with, the amendment provision set forth in such Basic Document, or

 

  

appoint a successor owner trustee or indenture trustee

unless (1) the owner trustee provides 30 days’ written notice thereof to the certificateholders, and (2) the owner trustee has not received notice from at least 25% of the certificateholders (including any certificateholders that are the depositor, the servicer or their affiliates) that they object in writing to any such proposed amendment within 30 days of that notice.

Actions by Certificateholders and Owner Trustee with Respect to Certain Matters

The owner trustee may not, except upon the direction of all of the certificateholders, (a) remove the administrative agent, (b) appoint a successor administrative agent, (c) remove the servicer with respect to the SUBI Assets or (d) sell the 2020-B SUBI certificate after the termination of the Indenture.

 

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The right of the depositor or the certificateholders to take any action affecting the issuing entity’s property will be subject to, as applicable, the rights of the indenture trustee under the Indenture.

Restrictions on Certificateholders’ Powers

The certificateholders will not direct the owner trustee, and the owner trustee is not obligated to follow any direction from the certificateholders, to take or refrain from taking any action if such action or inaction (i) would be contrary to any obligations of the issuing entity or the owner trustee under the Trust Agreement or any of the other Basic Documents or (ii) would be contrary to the purpose of the issuing entity.

Resignation and Removal of the Owner Trustee

The owner trustee may resign at any time upon written notice to the administrative agent, the servicer, the depositor, the indenture trustee and the certificateholders. Upon the resignation or removal of the owner trustee, the depositor will be obligated to appoint a successor owner trustee. All reasonable costs and expenses incurred in connection with transferring the predecessor owner trustee’s duties and obligations to the successor owner trustee will be paid by the successor owner trustee.

The owner trustee and any successor thereto must at all times:

 

  

have a combined capital and surplus of at least $50 million,

 

  

be subject to supervision or examination by federal or state authorities, and

 

  

be an entity authorized to exercise trust powers in the State of Delaware.

If at any time the owner trustee ceases to be eligible in accordance with the Trust Agreement, or if the depositor, by unilateral act, decides to remove the owner trustee and provides the owner trustee with notice thereof, or if the owner trustee fails to resign after written request therefor by the administrative agent, the depositor or each person whose name the asset backed certificate issued pursuant to the Trust Agreement is registered (the “certificateholders”) holding not less than a majority interest of such trust certificates, or if at any time the owner trustee is legally unable to act, or is adjudged bankrupt or insolvent, or a receiver of the owner trustee or of its property is appointed, or any public officer takes charge or control of the owner trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the depositor may, but will not be required to, remove the owner trustee.

Any co-trustee or separate trustee appointed for the purpose of meeting applicable state requirements will not be required to meet the eligibility requirements listed above.

Termination

The Trust Agreement will terminate upon the earlier to occur of (a) the final distribution of all funds or other property or proceeds of the issuing entity’s property in accordance with the terms of the Indenture and the Trust Agreement, and (b) upon an Optional Purchase and final distribution to the securityholders of all amounts required to be paid to them under the Indenture and the Trust Agreement. See “Distributions on the Notes—Optional Purchase in this prospectus.

Liabilities and Indemnification

The administrative agent shall indemnify the owner trustee, the certificate registrar and any paying agent and their respective successors, assigns, agents, officers and employees (the “Indemnified Parties”) for any losses, liabilities or expenses incurred by or asserted against the owner trustee or any other Indemnified Party in any way relating to or arising out of the Basic Documents (including the costs of defending any claim or bringing any claim to enforce the indemnification obligations of the Administrative Agent under the Trust Agreement), the Owner Trust estate, the administration of the Owner Trust estate or the action or inaction of the owner trustee under the Trust

 

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Agreement. Any amounts due and owing to the Indemnified Parties under the Trust Agreement shall constitute an obligation of the issuing entity and a claim upon the Owner Trust estate only to the extent such amounts are payable pursuant to the Basic Documents. The administrative agent shall not be entitled to make any claim upon the issuing entity’s property for the payment of any such liabilities or indemnified expenses. The administrative agent shall not be liable for or required to indemnify the Indemnified Party for expenses arising from any income taxes or fees payable to that owner trustee; resulting from the willful misconduct, bad faith or negligence of the Indemnified Party; or for the inaccuracy of any representation or warranty of such owner trustee in the Trust Agreement. The owner trustee will not be liable for:

 

  

any error in judgment of an officer of that owner trustee made in good faith, unless it is proved that such officer was negligent in ascertaining the facts,

 

  

any action taken or omitted to be taken in accordance with the instructions of any certificateholder, the indenture trustee, the depositor, the administrative agent, the asset representations reviewer or the servicer,

 

  

payments of securities in accordance with their terms,

 

  

the default or misconduct of the administrative agent, the servicer, the asset representations reviewer, the depositor or the indenture trustee, or

 

  

special, indirect, consequential or punitive damages, including without limitation, lost profits.

No provision in the Trust Agreement or any other Basic Document will require the owner trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers under the Trust Agreement or under any other Basic Document if the owner trustee has reasonable grounds for believing that reimbursement of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it. In addition, the owner trustee will not be responsible for or in respect of the validity or sufficiency of the Trust Agreement or for the due execution thereof by the depositor or for the form, character, genuineness, sufficiency, value or validity of any of the issuing entity’s property or for or in respect of the validity or sufficiency of the other Basic Documents, other than the execution of and the certificate of authentication of the certificates, and the owner trustee will in no event be deemed to have assumed or incurred any liability, duty or obligation to any securityholder or any third-party dealing with the issuing entity or the issuing entity’s property, other than as expressly provided for in the Trust Agreement and the other Basic Documents. The owner trustee will not be obligated to monitor, supervise or enforce the performance of the depositor or NMAC under the Basic Documents, except as otherwise expressly specified in the Trust Agreement and in the other Basic Documents

Amendment

The Trust Agreement may be amended by the parties thereto without the consent of any other person; provided that (i) either (A) any amendment that materially and adversely affects the noteholders will require the consent of such noteholders evidencing not less than a majority of the aggregate outstanding principal balance of the notes voting together as a single class, or (B) such amendment will not materially and adversely affect such noteholders, and (ii) any amendment that materially and adversely affects the interests of the certificateholder, the servicer or the indenture trustee will require the prior written consent of the persons whose interests are materially and adversely affected, provided, further that an opinion of counsel will be furnished to the indenture trustee and the owner trustee to the effect that such amendment or supplement will not affect the treatment of any outstanding notes for U.S. federal income tax purposes, or cause the issuing entity or the 2020-B SUBI certificate to be classified as an association (or a publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes. An amendment will be deemed not to materially and adversely affect the interests of the noteholders if (i) the Rating Agency Condition is satisfied with respect to such amendment, or (ii) the depositor delivers an officer’s certificate to the indenture trustee stating that the amendment will not materially and adversely affect such noteholders. The consent of the certificateholders or the servicer will be deemed to have been given if the depositor, does not receive a written objection from such person within ten (10) Business Days after a written request for such consent will have been given. The indenture trustee may, but will not be obligated to, enter into or consent to any such amendment that affects the indenture trustee’s own rights, duties, liabilities or immunities under the Basic Documents or otherwise.

 

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Notwithstanding the foregoing, no amendment to the Trust Agreement will (i) reduce the interest rate or principal balance of any note, or change the due date of any installment of principal of or interest in any note, or the Redemption Price with respect thereto, without the consent of the holder of such note, or (ii) reduce the aggregate outstanding principal balance of the outstanding notes, the holders of which are required to consent to any matter without the consent of the holders of at least the majority of the aggregate outstanding principal balance of the outstanding notes which were required to consent to such matter before giving effect to such amendment.

The Trust Agreement may also be amended or supplemented from time to time, at the request of the holders of no less than 66 2/3% of all outstanding certificates (provided that if the depositor and its affiliates do not hold all of the certificates, then the certificates held by the depositor and its affiliates will not be deemed Outstanding for purposes of that amendment provision) to approve any trust purpose with respect to the issuing entity in addition to the purpose of conserving the Owner Trust estate and collecting and disbursing periodic income for the use and benefit of the certificateholders, upon not less than 90 days’ notice to each hired rating agency and each noteholder and subject to each of (1) the prior written notice to each hired rating agency of such action, and (2) the consent of the holders of at least 66 2/3% of all outstanding notes (including such notes, if any, owned by the issuing entity, the depositor, the servicer (as long as NMAC or an affiliate is the servicer) and their respective affiliates), and provided, further that an opinion of counsel will be furnished to the indenture trustee and the owner trustee to the effect that such amendment or supplement will not affect the treatment of any outstanding notes for U.S. federal income tax purposes, or cause the issuing entity or the 2020-B SUBI certificate to be classified as an association (or a publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes.

Under the Trust Agreement, the owner trustee will not be under any obligation to ascertain whether a Rating Agency Condition has been satisfied with respect to any amendment. When the Rating Agency Condition is satisfied with respect to such amendment, the servicer will deliver to a responsible officer of the owner trustee an officer’s certificate to that effect, and the owner trustee may conclusively rely upon the officer’s certificate from the servicer that a Rating Agency Condition has been satisfied with respect to such amendment.

DESCRIPTION OF THE SUBI TRUST AGREEMENT

The following summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, all the provisions of the SUBI Trust Agreement.

The SUBI, Other SUBIs and the UTI

The UTI Beneficiary is the initial beneficiary of the titling trust. The UTI Beneficiary may from time to time assign, transfer, grant and convey, or cause to be assigned, transferred, granted and conveyed, to the titling trustee, in trust, Titling Trust Assets. The UTI Beneficiary will hold the UTI, which represents a beneficial interest in all Titling Trust Assets other than Titling Trust Assets allocated to the 2020-B SUBI (the “UTI Assets”). The UTI Beneficiary may in the future create and sell or pledge one or more SUBIs in connection with financings similar to the transaction described in this prospectus or other transactions. Each holder or pledgee of the UTI will be required to expressly waive any claim to all Titling Trust Assets other than the UTI Assets and to fully subordinate any such claims to those other Titling Trust Assets if the waiver is not given full effect. Each holder or pledgee of the 2020-B SUBI will be required to expressly waive any claim to all Titling Trust Assets, except for the SUBI Assets, and to fully subordinate those claims to the Titling Trust Assets if the waiver is not given effect. Except under the limited circumstances described under “Additional Legal Aspects of the Titling Trust and the SUBI—The SUBI in this prospectus, the SUBI Assets will not be available to make payments in respect of, or pay expenses relating to, the UTI or any Other SUBI. Assets of Other SUBIs (the “Other SUBI Assets”) will not be available to make payments in respect of, or pay expenses relating to, the Titling Trust Assets or the 2020-B SUBI.

All Titling Trust Assets, including assets of the 2020-B SUBI, will be owned by the titling trustee on behalf of the beneficiaries of the titling trust. The SUBI Assets will be segregated from the rest of the Titling Trust Assets on the books and records of the titling trust and the servicer, and the holders of other beneficial interests in the titling trust—including the UTI and any Other SUBIs—will have no rights in or to those SUBI Assets. Liabilities of the titling trust will be respectively allocated to the SUBI Assets for each Trust and the UTI Assets if incurred in each case with respect thereto, or will be allocated pro rata among all Titling Trust Assets if incurred with respect to the Titling Trust Assets generally.

 

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Special Obligations of the UTI Beneficiary

The UTI Beneficiary will be liable for all debts and obligations arising with respect to the Titling Trust Assets or the operation of the titling trust, except that its liability with respect to any pledge of the UTI and any assignee or pledgee of the 2020-B SUBI and the 2020-B SUBI certificate will be as set forth in the financing documents relating thereto. To the extent the UTI Beneficiary pays or suffers any liability or expense with respect to the Titling Trust Assets or the operation of the titling trust and to the extent such liability or expense was not caused by the willful misconduct or bad faith of the UTI Beneficiary, the UTI Beneficiary will be indemnified, defended and held harmless out of the assets of the titling trust against any such liability or expense, including reasonable attorneys’ fees and expenses.

Titling Trustee Duties and Powers; Fees and Expenses

Under the SUBI Trust Agreement, the titling trustee will be required (a) to apply for and maintain, or cause to be applied for and maintained, all licenses, permits and authorizations necessary or appropriate to carry out its duties as titling trustee, and (b) when required by applicable state law or administrative practice, to file or cause to be filed applications for certificates of title as are necessary or appropriate so as to cause the titling trust or the titling trustee on behalf of the titling trust to be recorded as the owner or holder of legal title of record to the leased vehicles owned by the titling trust. Except during the continuance of an event of default as defined under the SUBI Trust Agreement, the titling trustee need perform only those duties specifically set forth in the SUBI Trust Agreement. During the continuance of an event of default as defined under the SUBI Trust Agreement, the titling trustee shall exercise such of the rights and powers vested in it by the SUBI Trust Agreement and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such prudent person’s own affairs. No provision of the SUBI Trust Agreement shall be construed to relieve the titling trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith or its own willful misconduct.

The titling trustee will make no representations as to the validity or sufficiency of the 2020-B SUBI or the 2020-B SUBI certificate—other than the execution and authentication of 2020-B SUBI certificate—or of any lease, leased vehicle or related document, will not be responsible for performing any of the duties of the UTI Beneficiary or the servicer and will not be accountable for the use or application by any owners of beneficial interests in the Titling Trust Assets of any funds paid in respect of the Titling Trust Assets or the investment of any of such monies before such monies are deposited into the Accounts relating to the 2020-B SUBI and the UTI. The titling trustee will not independently verify facts concerning any leases or leased vehicles. The duties of the titling trustee will generally be limited to the acceptance of assignments of leases, the titling of vehicles in the name of the titling trust or the titling trustee on behalf of the titling trust, the creation of the 2020-B SUBI and the UTI, the creation of the SUBI Collection Account and other accounts, except as otherwise provided in the SUBI Supplement the receipt of the various certificates, reports or other instruments required to be furnished to the titling trustee under the SUBI Trust Agreement, in which case the titling trustee will only be required to examine them to determine whether they conform to the requirements of the SUBI Trust Agreement, and (as a joint and several obligation, with NILT Trust, the UTI Beneficiary and any person(s) designated as a Beneficiary of the 2020-B SUBI) the filing of any financing statements to the extent necessary to perfect (or evidence) the allocation of Titling Trust Assets to the 2020-B SUBI.

The titling trustee will be under no obligation to exercise any of the rights or powers vested in it by the SUBI Trust Agreement, to make any investigation of any matters arising thereunder or to institute, conduct or defend any litigation thereunder or in relation thereto at the request, order or direction of the UTI Beneficiary or the holders of a majority in interest in the 2020-B SUBI, unless such party or parties have offered to the titling trustee reasonable security or indemnity against any costs, expenses or liabilities that may be incurred therein or thereby. The reasonable expenses of every such exercise of rights or powers or examination will be paid by the party or parties requesting such exercise or examination or, if paid by the titling trustee, will be a reimbursable expense of the titling trustee.

The titling trustee may enter into one or more agency agreements with such person or persons, including, without limitation, any affiliate of the titling trustee, as are by experience and expertise qualified to act in a trustee capacity and otherwise acceptable to the UTI Beneficiary. The titling trustee has engaged U.S. Bank as trust agent.

 

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Under the SUBI Trust Agreement, the trust agent will perform each and every obligation of the titling trustee under the SUBI Trust Agreement.

Resignation and Removal of the Titling Trustee

The titling trustee may not resign without the express written consent of the UTI Beneficiary, which consent will not be unreasonably withheld. The UTI Beneficiary at its discretion may remove the titling trustee, or may remove the titling trustee if at any time the titling trustee ceases to be (i) a corporation organized under the laws of the United States or any state, (ii) qualified to do business in the states required in writing by the servicer or (iii) acceptable to each hired rating agency. In addition, the UTI Beneficiary may remove the titling trustee if (A) any representation or warranty made by the titling trustee under the Titling Trust Agreement was untrue in any material respect when made, and the titling trustee fails to resign upon written request by the UTI Beneficiary, (B) at any time the titling trustee is legally unable to act, or adjudged bankrupt or insolvent, (C) a receiver of the titling trustee or its property has been appointed or (D) any public officer has taken charge or control of the titling trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation.

Upon the removal of the titling trustee, the UTI Beneficiary will promptly appoint a successor titling trustee. Any resignation or removal of the titling trustee and appointment of a successor titling trustee will not become effective until acceptance of appointment by the successor titling trustee.

Any successor titling trustee will execute and deliver to the servicer, the predecessor titling trustee, the UTI Beneficiary and the holder of the 2020-B SUBI certificate written acceptance of its appointment as titling trustee. Upon accepting its appointment as successor titling trustee, the successor titling trustee will mail a notice of its appointment to each party entitled to notice under the SUBI Trust Agreement and each hired rating agency (by mailing a notice to the servicer to deliver to each hired rating agency).

Indemnity of Titling Trustee and Trust Agent

The titling trustee and the Trust Agent will be indemnified and held harmless out of and to the extent of the Titling Trust Assets with respect to any loss, liability, claim, damage or reasonable expense, including reasonable fees and expenses of counsel and reasonable expenses of litigation (collectively, a “loss”), arising out of or incurred in connection with (a) any of the Titling Trust Assets, including, without limitation, any loss relating to the leases or the leased vehicles, any personal injury or property damage claims arising with respect to any leased vehicles or any loss relating to any tax arising with respect to any Titling Trust Asset, or (b) the titling trustee’s or the Trust Agent’s acceptance or performance of the issuing entity’s duties contained in the SUBI Trust Agreement. Notwithstanding the foregoing, neither the titling trustee nor the Trust Agent will be indemnified or held harmless out of the Titling Trust Assets as to such a loss:

 

  

for which the servicer will be liable under the related SUBI Trust Agreement,

 

  

incurred by reason of the titling trustee’s willful misfeasance, bad faith or negligence, or

 

  

incurred by reason of the titling trustee’s breach of its respective representations and warranties made in the Titling Trust Agreement or the Servicing Agreement.

Termination

The titling trust will dissolve and the obligations and responsibilities of the UTI Beneficiary and the titling trustee will terminate upon the later to occur of the full payment of all amounts owed under the Titling Trust Agreement, the Trust Agreement and Indenture and any financing in connection with the 2020-B SUBI.

Issuing Entity as Third-Party Beneficiary

As the holder of the 2020-B SUBI certificate, the issuing entity will be a third-party beneficiary of the SUBI Trust Agreement. Therefore, the issuing entity may, and, upon the direction of holders of the notes and, if any,

 

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certificates holding at least a majority of the aggregate unpaid principal balance of such notes, unless a higher percentage is required by the Trust Agreement or the Indenture, voting together as a single class, will exercise any right conferred by the SUBI Trust Agreement upon a holder of any interest in the 2020-B SUBI. However, during the term of the Indenture, the issuing entity will pledge the 2020-B SUBI certificate to the indenture trustee and any action with respect to the 2020-B SUBI must be approved by the noteholders in such percentage as is required by the Indenture.

Amendment

The SUBI Trust Agreement may be amended by the parties thereto without the consent of any other person; provided that (i) either (A) any amendment that materially and adversely affects the noteholders will require the consent of such noteholders evidencing not less than a majority of the aggregate outstanding amount of the notes voting together as a single class or (B) such amendment will not materially and adversely affect such noteholders, and (ii) any amendment that adversely affects the interests of the certificateholders, the indenture trustee or the owner trustee will require the prior written consent of each person whose interests are adversely affected. An amendment will be deemed not to materially and adversely affect the noteholders if (i) the Rating Agency Condition is satisfied with respect to such amendment, or (ii) the servicer delivers an officer’s certificate to the indenture trustee stating that the amendment will not materially and adversely affect such noteholders. The consent of the certificateholders or the owner trustee will be deemed to have been given if the servicer does not receive a written objection from such person within ten (10) Business Days after a written request for such consent will have been given. The indenture trustee may, but will not be obligated to, enter into or consent to any such amendment that affects the indenture trustee’s own rights, duties, liabilities or immunities under the Basic Documents or otherwise.

Notwithstanding the foregoing, no amendment to the SUBI Trust Agreement will (i) reduce the interest rate or principal balance of any note, change the due date of any installment of principal of or interest on any note, or the Redemption Price, without the consent of the holder of such note, or (ii) reduce the aggregate outstanding principal balance of the outstanding notes, the holders of which are required to consent to any matter, without the consent of the holders of at least the majority of the aggregate outstanding principal balance of the outstanding notes which were required to consent to such matter before giving effect to such amendment.

Under the SUBI Trust Agreement, none of the trustee of NILT Trust, the trust agent, or the indenture trustee, as applicable, will be under any obligation to ascertain whether a Rating Agency Condition has been satisfied with respect to any amendment. When the Rating Agency Condition is satisfied with respect to such amendment, the servicer will deliver to a responsible officer of the trustee of NILT Trust, the trust agent, and the indenture trustee, as applicable, an officer’s certificate to that effect, and the trustee of NILT Trust and the indenture trustee may conclusively rely upon the officer’s certificate from the servicer that a Rating Agency Condition has been satisfied with respect to such amendment.

DESCRIPTION OF THE SERVICING AGREEMENT

Under the Servicing Agreement, the servicer will perform on behalf of the titling trust all of the obligations of the lessor under the leases, including, but not limited to, collecting and processing payments, responding to inquiries of lessees, investigating delinquencies, sending payment statements, paying costs of the sale or other disposition of Matured Vehicles or leased vehicles returned to, or repossessed by, the servicer in connection with a Credit Termination (“Defaulted Vehicles”) and servicing the leases, including accounting for collections, furnishing periodic statements to the titling trustee with respect to distributions and generating U.S. federal and state income tax information. In this regard, the servicer will make commercially reasonable efforts to collect all amounts due on or in respect of the leases and, in a manner consistent with the Servicing Agreement, will be obligated to service the leases with the same degree of care and diligence as (i) NMAC employs in servicing leases and leased vehicles serviced by NMAC in its own account that are not assigned to the titling trust, or (ii) if NMAC is no longer the servicer, is customarily exercised by prudent servicers employed to service retail leases of automobiles, sport utility vehicles, minivans or light-duty trucks, as applicable, for themselves or others. Each Trust will be a third-party beneficiary of the related Servicing Agreement. Consistent with the foregoing, the servicer may in its discretion waive any Administrative Charges, in whole or in part, in connection with any delinquent payments due on a lease. Administrative Charges are additional compensation payable to the servicer. See “—Servicing Compensation

 

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below. Accordingly, the amount of Administrative Charges actually waived by the servicer during any Collection Period will not be included in the Collections received by the servicer for the notes. See “—Collections below.

The Servicing Agreement will require the servicer to obtain all licenses and make all filings required to be held or filed by the titling trust in connection with the ownership of leases and leased vehicles and take all necessary steps to maintain evidence of the titling trust’s ownership on the certificates of title to the leased vehicles.

The servicer will be responsible for filing all periodic sales and use tax or property, real or personal, tax reports, periodic renewals of licenses and permits, periodic renewals of qualifications to act as a statutory trust and other periodic regulatory filings, registrations or approvals arising with respect to or required of the titling trustee or the titling trust.

Representations and Warranties; Remedies

General

NMAC, pursuant to the Servicing Agreement, will make certain representations and warranties with respect to each lease as of the cutoff date (the “Eligibility Representations”). The Eligibility Representations include, among other representations, representations regarding the economic terms of each lease, the enforceability of the lease against the related lessee, the characterization of the lease under the UCC, the characteristics of the leased vehicle to which such lease relates, the titling trust’s ownership of the lease and the compliance of the origination of that lease with applicable law. The Eligibility Representations relate primarily to the origination of the leases and do not typically relate to the creditworthiness of the related lessees or the collectability of the leases. The issuing entity’s rights under the Servicing Agreement, including the Eligibility Representations, will be pledged to the indenture trustee for the benefit of the noteholders. The Servicing Agreement will also provide that if the titling trustee, the servicer, the trustee of the issuing entity or the depositor discovers, or upon actual knowledge by a responsible officer of the indenture trustee of, a breach of any Eligibility Representation which materially and adversely affects the related securityholders’ interest in the lease or leased vehicle, and which breach is not cured in all material respects prior to the end of the Collection Period that includes the 60th day (or, if the servicer elects, the end of the first Collection Period following discovery) after the date that the servicer discovers such breach (whether pursuant to notice or otherwise), the noncompliant lease and related leased vehicle (and any other related SUBI Assets) will be reallocated to the UTI or transferred to the servicer on the Business Day immediately preceding the payment date (each a “Deposit Date”) related to such Collection Period. In connection with this reallocation, the servicer will be required to deposit (or cause to be deposited) into the SUBI Collection Account the Repurchase Payment on the Deposit Date following the end of the Collection Period. Any such breach will be deemed not to materially and adversely affect the securityholders’ interest in that lease and the leased vehicles if it does not affect the ability of the issuing entity to receive and retain timely payments in full on such lease and receive and retain the proceeds of such leased vehicle.

An investor wishing to direct the indenture trustee to request a repurchase as described above may contact the indenture trustee in writing with the details of the claimed breach of an Eligibility Representation and the related lease and leased vehicle. If the requesting investor is not a noteholder as reflected on the note register, the indenture trustee may require that the requesting investor provide verification documents to confirm that the requesting investor that it is, in fact, a beneficial owner of notes. NMAC and the depositor will be responsible for reimbursing the indenture trustee for any expenses incurred in connection with such disclosure. Repurchase requests that are not resolved to the reasonable satisfaction of the requesting party may, subject to certain conditions, be resolved via dispute resolution proceedings as described in “—Requests to Repurchase and Dispute Resolution” below.

Asset Representations Review

As discussed above under “—Representations and Warranties; Remedies,” the servicer will make the Eligibility Representations regarding the leases. The asset representations reviewer will be responsible for performing a review of the Subject Leases (as defined below) for compliance with the Eligibility Representations when the asset review conditions have been satisfied. In order for the asset review conditions to be satisfied, the following two events must have occurred:

 

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The Delinquency Percentage for any determination date exceeds the Delinquency Trigger, as described below under “—Delinquency Trigger”; and

 

  

The investors have voted to direct a review of the applicable Subject Leases pursuant to the process described below under “—Asset Review Voting.”

If the review conditions are satisfied (the first date on which the review conditions are satisfied is referred to as the “Review Satisfaction Date”), then the asset representations reviewer will perform an Asset Review as described under “—Asset Review” below.

Delinquency Trigger

On or prior to each determination date, the servicer will calculate the Delinquency Percentage for the related Collection Period. The “Delinquency Percentage” for each payment date and the related Collection Period is an amount equal to the ratio (expressed as a percentage) of (i) the aggregate Securitization Value of all 60-Day Delinquent Leases as of the last day of that Collection Period to (ii) the aggregate Securitization Value of all leases as of the last day of that Collection Period. “60-Day Delinquent Leases” means, as of any determination date, all leases (other than any Liquidated Leases, repurchased leases that have been reallocated to the UTI or purchased as of the last day of a Collection Period by the servicer pursuant to the Servicing Agreement and leases related to Defaulted Vehicles) that are 60 or more days delinquent as of such date (or, if such date is not the last day of a Collection Period, as of the last day of the Collection Period immediately preceding such date), as determined in accordance with the servicer’s customary servicing practices. The “Delinquency Trigger” for any determination date and the related Collection Period is 4.40%.

NMAC believes that the Delinquency Trigger is appropriate based on an analysis of the historical rate of leases 60 days or more delinquent over the life of NMAC’s securitized portfolios of leases and leased vehicles from 2006 through 2019 (the “Reference Portfolios”). The Delinquency Trigger was calculated as a multiple of 3 times the previous historical peak 60-Day Delinquent Leases ratio of the Reference Portfolios. The previous historical peak of the delinquency ratio was utilized to account for typical seasonal increases in delinquencies. Because the Reference Portfolio experience that was analyzed covered a range of general economic conditions (including several periods of economic recession), NMAC believes that the Reference Portfolios provide an appropriate reference point for the potential delinquency performance of the leases in a variety of general economic scenarios. By applying a multiple to the historical peak, NMAC intends to distinguish the level of delinquencies in the pool that may result from a recession or similar general economic occurrence from the level of delinquencies that might signal one or more Eligibility Representations have been breached with respect to a material portion of the pool.

Subject Leases” means, for any Asset Review, all 60-Day Delinquent Leases as of the end of the Collection Period immediately preceding the related Review Satisfaction Date.

Asset Review Voting

The Payment Date Certificate delivered by the servicer on each determination date, which will be filed by the depositor as an exhibit to the Form 10-D with respect to the related Collection Period, will disclose whether the Delinquency Percentage on any payment date exceeds the Delinquency Trigger. If the Delinquency Percentage on any payment date exceeds the applicable Delinquency Trigger, then investors holding at least 5% of the aggregate outstanding principal balance of the notes (as of the filing of the Form 10-D that disclosed the Delinquency Percentage) (the “Instituting Noteholders”) may elect to initiate a vote to determine whether the asset representations reviewer should conduct the review described under “—Asset Review” below by giving written notice to the indenture trustee of their desire to institute such a vote within 90 days after the filing of the Form 10-D disclosing that the Delinquency Percentage exceeds the Delinquency Trigger. If any of the Instituting Noteholders is not a noteholder as reflected on the note register, the indenture trustee may require that investor to provide verification documents to confirm that the investor that it is, in fact, a beneficial owner of notes. NMAC and the depositor will be responsible for any expenses incurred in connection with such disclosure and reimbursing any expenses incurred by the indenture trustee in connection therewith. In determining whether investors holding 5% of the aggregate outstanding principal balance of the notes have elected to initiate a vote, any notes owned by the issuing entity, the depositor, the servicer or any of their respective affiliates (including NMAC, as sponsor) will not

 

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be considered outstanding. See “The Notes—Notes Owned by the Issuing Entity, the Depositor, the Servicer and their Affiliates.

If the Instituting Noteholders initiate a vote as described in the preceding paragraph, the indenture trustee will submit the matter to a vote of all noteholders and the depositor will disclose on Form 10-D that a vote has been called. The vote will remain open until the 120th day after the filing of the Form 10-D disclosing that the Delinquency Percentage exceeds the Delinquency Trigger. The “Noteholder Direction” will be deemed to have occurred if investors representing at least a majority of the voting investors vote in favor of directing a review by the asset representations reviewer. Following the completion of the voting process, the next Form 10-D filed by the depositor will disclose whether or not a Noteholder Direction has occurred. The sponsor, the depositor and the issuing entity are required under the Basic Documents to reasonably cooperate with the indenture trustee to facilitate the voting process. The indenture trustee may set a record date for purposes of determining the identity of investors entitled to vote in accordance with TIA Section 316(c).

Within five Business Days of the Review Satisfaction Date, the indenture trustee will send a notice (the “Review Notice”) to the sponsor, the depositor, the servicer and the asset representations reviewer specifying that the asset review conditions have been satisfied and providing the applicable Review Satisfaction Date. Within ten days of receipt of such notice, the servicer will provide the asset representations reviewer, with a copy to the indenture trustee, a list of the Subject Leases.

Fees and Expenses for Asset Review

As described under “Fees and Expenses,” the asset representations reviewer will be paid an annual fee of $5,000 from the sponsor in accordance with the Asset Representations Review Agreement. However, that annual fee does not include the fees and expenses of the asset representations reviewer in connection with an asset review of the Subject Leases. Under the Asset Representations Review Agreement, the asset representations reviewer will be entitled to receive a fee of $200 for each Subject Lease for which the Asset Review was started. The asset representations reviewer will also be reimbursed for all reasonable out-of-pocket expenses incurred or made by it. All fees payable to, and expenses incurred by, the asset representations reviewer in connection with the Asset Review (the “Review Expenses”) will be payable by NMAC and, to the extent the Review Expenses remain unpaid after 60 days, they will be payable out of amounts on deposit in the Collection Account as described under “Distributions on the Notes—Deposits to the Distribution Accounts; Priority of Payments” in this prospectus.

Asset Review

The asset representations reviewer will perform a review of the Subject Leases for compliance with the Eligibility Representations (an “Asset Review”) in accordance with the procedures set forth in the Asset Representations Review Agreement. These procedures will generally involve comparing the Eligibility Representations to a variety of sources, including the data points contained in the data tape that relate to the Eligibility Representations, the original lease contract and other documents in the lease file, and other records of the servicer with respect to the Subject Leases. If the servicer notifies the asset representations reviewer that a Subject Lease was prepaid in full by the lessee or was subject to a Pull-Forward, or reallocated away from the 2020-B SUBI before the review report is delivered, the asset representations reviewer will terminate the tests of that lease and the Asset Review of that lease will be considered complete. If a Subject Lease was included in a prior Asset Review, the asset representations reviewer will only conduct additional tests on any such duplicate Subject Lease if the asset representations reviewer has reason to believe that the prior Asset Review with respect to such Subject Lease was conducted in a manner that would not have ascertained compliance with one or more Eligibility Representations. Otherwise, the asset representations reviewer will not conduct additional tests on such duplicate Subject Lease, and will include the result of the previous tests in the review report. The servicer will render reasonable assistance, including granting access to copies of any underlying documents, to the asset representations reviewer to facilitate the Asset Review, and will provide the asset representations reviewer with access to the lease files and all other relevant documents related to each Subject Lease and leased vehicle. The servicer will provide access to these materials within ten days after receipt of the Review Notice. However, the servicer may redact these materials to remove any personally identifiable customer information. The Asset Review will not determine whether noncompliance with the Eligibility Representations should result in a repurchase of the related Subject Lease and leased vehicle under the Basic Documents and the asset representations reviewer will not determine the reason for

 

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the delinquency of any lease and leased vehicle, the creditworthiness of any lessee, the overall quality of any leases or the compliance by the servicer with its covenants with respect to the servicing of the leases and leased vehicles.

Under the Asset Representations Review Agreement, the asset representations reviewer is required to complete its review of the Subject Leases by the 60th day after receiving access to the review materials from the servicer. However, if additional review materials are provided to the asset representations reviewer in accordance with the Asset Representations Review Agreement, the review period will be extended for an additional 30 days. Upon completion of its review, the asset representations reviewer will provide a report to the indenture trustee, the sponsor and the depositor of the findings and conclusions of the review of the Subject Leases, and the Form 10-D filed by the depositor with respect to the Collection Period in which the asset representations reviewer’s report is provided will include a summary of those findings and conclusions.

The asset representations reviewer will only be responsible for determining whether there was a noncompliance with any Eligibility Representation with respect to any Subject Leases. If the asset representations reviewer determines that there was such noncompliance, the sponsor and the depositor will investigate whether the noncompliance resulted in a breach that materially and adversely affects the interests of the noteholders or certificateholders in the Subject Leases such that the servicer would be required to reallocate the lease and the related leased vehicle. In conducting this investigation, the sponsor and the depositor, as applicable, will refer to the information available to it, including the asset representations reviewer’s report.

Requests to Repurchase and Dispute Resolution

If the depositor, the issuing entity, an investor, the owner trustee (acting at the direction of a certificateholder) or the indenture trustee (acting at the direction of an investor) (each, a “requesting party”) requests that the servicer purchase or reallocate to the UTI any lease and leased vehicle due to a breach of an Eligibility Representation as described under “Description of the Servicing Agreement—Representations and Warranties; Remedies” in this prospectus and such request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the requesting party within 180 days of the receipt of notice of the request by the servicer, the requesting party may refer the matter, at its discretion, to either mediation or arbitration. If the requesting party is the indenture trustee or the owner trustee, the indenture trustee or the owner trustee, as applicable, will follow the direction of the related investor or of the certificateholder, as applicable, during the mediation or arbitration. If both the owner trustee (on behalf of one or more certificateholders) and the indenture trustee (on behalf of one or more investors) are requesting parties, then the indenture trustee as requesting party (at the direction of the investor that directed the indenture trustee to make the request) will have the right to make the selection of mediation or arbitration. The requesting party will provide notice of its intention to refer the matter to mediation or arbitration, as applicable, to the servicer, with a copy to the issuing entity, the owner trustee and the indenture trustee. In no event will the indenture trustee be liable for any costs, expenses and/or liabilities that could be allocated to a requesting party.

If the requesting party selects mediation, the mediation will be administered by a nationally recognized arbitration and mediation association selected by the requesting party and conducted pursuant to such association’s mediation procedures in effect at such time. The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute and will be appointed from a list of neutrals maintained by the American Arbitration Association (the “AAA”).

If the requesting party selects arbitration, the arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties (or, if the parties are unable to agree on an association, by the AAA), and conducted pursuant to such association’s arbitration procedures in effect at such time. The arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute and will be appointed from a list of neutrals maintained by the AAA. In its final determination, the arbitrator will determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its reasonable discretion.

 

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Any mediation and arbitration described above will be held in New York, New York (or, such other location as the parties mutually agree upon) and will be subject to certain confidentiality restrictions (which will not limit disclosures required by applicable law) and additional terms set forth in the Indenture. A requesting party may not initiate a mediation or arbitration as described above with respect to a lease that is, or has been, the subject of an ongoing or previous mediation or arbitration (whether by that requesting party or another requesting party) but will have the right to join an existing mediation or arbitration with respect to that lease if the mediation or arbitration has not yet concluded, subject to a determination by the parties to the existing mediation or arbitration that such a joinder would not prejudice the rights of the participants to such existing mediation or arbitration or unduly delay such proceeding.

Custody of Lease Documents and Certificates of Title

To reduce administrative costs and ensure uniform quality in the servicing of the leases and NMAC’s own portfolio of leases, the titling trustee will appoint the servicer as its agent, bailee and custodian of the leases, the certificates of title relating to the leased vehicles, the insurance policies and insurance records and other documents related to the leases and the related lessees and leased vehicles. Such documents will not be physically segregated from other leases, certificates of title, insurance policies and insurance records or other documents related to other leases and vehicles owned or serviced by the servicer, including leases and vehicles that are UTI Assets or Other SUBI Assets. The accounting records and computer systems of NMAC will reflect the allocation of the leases and leased vehicles to the 2020-B SUBI and the interest of the holders of the 2020-B SUBI certificate therein.

Collections

Collections with respect to any Collection Period will include all net collections collected or received in respect of the SUBI Assets during such Collection Period, including (in each case to the extent not duplicative):

 

 (1)

all Monthly Payments and Payments Ahead (when such Payments Ahead are received), amounts paid to the servicer to purchase a leased vehicle and other payments under the leases (other than Administrative Charges),

 

 (2)

all Repurchase Payments,

 

 (3)

all Pull-Forward Payments,

 

 (4)

all Residual Value Surplus,

 

 (5)

all Excess Mileage and Excess Wear and Tear Charges,

 

 (6)

all Monthly Sale Proceeds,

 

 (7)

all Net Liquidation Proceeds,

 

 (8)

all Net Insurance Proceeds,

 

 (9)

all Recoveries,

 

 (10)

all Remaining Net Auction Proceeds, and

 

 (11)

all Remaining Payoffs.

Auction Proceeds will mean, with respect to each Collection Period, all amounts received by the servicer in connection with the sale or disposition of any leased vehicle that is sold at auction or otherwise disposed of by the servicer during such Collection Period, other than Insurance Proceeds.

 

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Early Termination Purchase Option Price will mean, with respect to any lease that is terminated prior to its Lease Maturity Date, the amount paid by the related lessee or a dealer to purchase the related leased vehicle.

Monthly Early Termination Sale Proceeds will mean, with respect to a Collection Period, all (i) amounts paid by lessees or dealers with respect to Early Termination Purchase Option Price payments during such Collection Period and (ii) Net Auction Proceeds received by the servicer in such Collection Period for leased vehicles with respect to which the related leases were terminated and that were sold in such Collection Period on or after the termination of the related leases prior to their respective Lease Maturity Dates, reduced by amounts required to be remitted to the related lessees under applicable law.

Monthly Sales Proceeds will mean the sum of the Monthly Early Termination Sale Proceeds and the Monthly Scheduled Termination Sale Proceeds.

Monthly Scheduled Termination Sale Proceeds will mean, with respect to a Collection Period, all (i) amounts paid by lessees or dealers if either the lessee or a dealer elects to purchase a leased vehicle for its contract residual following a termination of the related lease at its Lease Maturity Date and (ii) Net Auction Proceeds received by the servicer during such Collection Period for leased vehicles that matured and were sold in such Collection Period on or after the termination of the related leases at their respective Lease Maturity Dates plus all Net Insurance Proceeds, reduced by amounts required to be remitted to the related lessees under applicable law.

Payment Ahead will mean any payment of all or a part of one or more Monthly Payments remitted by a lessee with respect to a lease in excess of the Monthly Payment due with respect to such lease, which amount the lessee has instructed the servicer to apply to Monthly Payments due in one or more subsequent Collection Periods; provided however that such payments shall exclude Pull-Forward Payments.

Recoveries will mean, with respect to a Collection Period, the sum of all amounts received (net of taxes) with respect to leases that (a) became Liquidated Leases before such Collection Period and (b) have reached their respective Lease Maturity Dates or were terminated as a result of Early Lease Terminations before such Collection Period and with respect to which the proceeds from the sale of the related leased vehicles were received before such Collection Period, minus any amounts remitted to the related lessees as required by law.

Remaining Net Auction Proceeds will mean Net Auction Proceeds less amounts included in Monthly Scheduled Termination Sale Proceeds, Monthly Early Termination Sale Proceeds and Liquidation Proceeds.

Remaining Payoffs will mean amounts paid to the servicer to purchase leased vehicles, less amounts included in Monthly Scheduled Termination Sale Proceeds and Monthly Early Termination Sale Proceeds.

Monthly Remittance Condition. The servicer will deposit all payments (including any Repurchase Payments made by the servicer) on the related leases and leased vehicles collected during the Collection Period into the SUBI Collection Account within two business days of identification thereof. However, so long as NMAC is the servicer, if the Monthly Remittance Condition is satisfied, the servicer may retain such amounts received during a Collection Period until the Business Day preceding the payment date such amounts are required to be disbursed. If NMAC is the servicer and no servicer default has occurred and is continuing, the “Monthly Remittance Condition will be satisfied if (a) NMAC’s short-term unsecured debt obligations are rated at least “P-1” by Moody’s Investors Service, Inc. and “A-1” by S&P Global Ratings; (b) NMAC obtains a letter of credit or certain other arrangements are made and the Rating Agency Condition is satisfied; (c) NMAC otherwise satisfies each hired rating agency’s requirements; or (d) if the aggregate principal balance of the applicable notes outstanding on the closing date reduced by all payments of principal made in respect thereof on or prior to such date (the “Outstanding Amount”) is reduced to zero and 100% of the outstanding certificates are owned by the Trust, the depositor, the servicer (so long as NMAC or an affiliate is the servicer) and their respective affiliates. Notwithstanding the foregoing, if a subsequent Public ABS Transaction sets forth alternative conditions for making monthly deposits to the SUBI Collection Account, then, if the Rating Agency Condition is satisfied, the servicer will no longer be bound by the conditions to making monthly deposits as required by the Servicing Agreement, and will instead be subject to the conditions to making monthly deposits as required by the subsequent Public ABS Transaction. The servicer will be entitled to withhold, or to be reimbursed from amounts otherwise payable into or on deposit in the SUBI Collection Account, certain advances previously paid to the issuing entity. Except in certain

 

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circumstances described in the related Servicing Agreement, pending deposit into the SUBI Collection Account, Collections may be used by the servicer at its own risk and for its own benefit and will not be segregated from its own funds. See “Risk Factors—You may suffer losses on your notes if the servicer holds collections and commingles them with its own funds” in this prospectus.

Net Deposits. NMAC (as servicer or in any other capacity) will be permitted to deposit into the SUBI Collection Account only the net amount distributable to the issuing entity on the related Deposit Date. The servicer will, however, account to the issuing entity, the related titling trustee, the Trust Agent, the owner trustee, the indenture trustee and the noteholders and the certificateholder as if all of the deposits and distributions described herein were made individually. This provision has been established for the administrative convenience of the parties involved and will not affect amounts required to be deposited into the Accounts. If the servicer were unable to remit the funds with respect to the notes as described above, the noteholders might incur a loss. See “Risk Factors—You may suffer losses on your notes if the servicer holds collections and commingles them with its own funds in this prospectus.

Sale and Disposition of Leased Vehicles

Under the Servicing Agreement, the servicer, on behalf of the issuing entity, will sell or otherwise dispose of Defaulted Vehicles and Matured Vehicles. In connection with such sale or other disposition, within two business days of receipt (unless the Monthly Remittance Condition is met), the servicer will deposit into the SUBI Collection Account all Net Auction Proceeds received during the related Collection Period. However, so long as the servicer is making Sale Proceeds Advances, the servicer may retain all Net Auction Proceeds received during a Collection Period until such amounts are required to be disbursed on the next payment date.

Purchase of Leased Vehicles Before Their Lease Maturity Dates

In addition to reallocations of leases and related leased vehicles under the circumstances described under “Description of the Servicing Agreement—Representations and Warranties; Remedies in this prospectus, if the servicer grants a Term Extension with respect to a lease, the servicer will, on or before the last day of the second Collection Period following the Collection Period in which such extension was granted, (i) deposit or cause to be deposited into the SUBI Collection Account an amount equal to the Repurchase Payment and (ii) direct the titling trustee to either reallocate such lease and the related leased vehicle from the 2020-B SUBI to the UTI or an Other SUBI or cause such lease and the related leased vehicle to be conveyed to the servicer. If a lessee changes the domicile of or title to a leased vehicle and such change would result in the titling trust doing business in a Restricted Jurisdiction, the servicer, on or before the last day of the second Collection Period following the Collection Period in which such change in domicile or title occurred, (i) will deposit or cause to be deposited into the SUBI Collection Account an amount equal to the Repurchase Payment and (ii) will direct the titling trustee to either reallocate such lease and the related leased vehicle from the 2020-B SUBI to the UTI or an Other SUBI or cause such lease and the related leased vehicle to be conveyed to the servicer.

Notification of Liens and Claims

The servicer will be required to notify as soon as practicable the depositor (if NMAC is not acting as the servicer), the indenture trustee and the titling trustee of all liens or claims of any kind of a third-party that would materially and adversely affect the interests of, among others, the depositor, the issuing entity or the titling trust in any lease or leased vehicle. When the servicer becomes aware of any such lien or claim with respect to any lease or leased vehicle, it will take whatever action it deems reasonably necessary to cause that lien or claim to be removed.

Advances

To the extent provided in this prospectus, if payment on a lease is not received in full by the end of the month in which it is due, the servicer, subject to limitations set forth below, on each Deposit Date, is obligated to make, by deposit into the SUBI Collection Account, a Monthly Payment Advance in respect of the unpaid Monthly Payment of the related leased vehicles, and a Sales Proceeds Advance in respect of the Securitization Value of leases relating to certain Matured Vehicles. In making Advances, the servicer will assist in maintaining a regular flow of

 

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scheduled payments on the leases and, accordingly, in respect of the notes, rather than guarantee or insure against losses. Accordingly, all Advances will be reimbursable to the servicer, without interest, as described below and in this prospectus.

Monthly Payment Advances. If a lessee makes a Monthly Payment that is less than the total Monthly Payment billed with respect to the lessee’s vehicle for the related Collection Period, the servicer may be required to make a Monthly Payment Advance in an amount equal to the difference between (a) the amount of the Monthly Payment due, and (b) the actual lessee payment received less amounts thereof allocated to monthly sales, use, lease or other taxes. The servicer will be required to make a Monthly Payment Advance only to the extent that it determines that the Monthly Payment Advance will be recoverable from future payments or collections on the related lease or leased vehicle or otherwise.

The servicer will be entitled to reimbursement of all Monthly Payment Advances from (a) subsequent payments made by the related lessee in respect of the Monthly Payment due or (b) if the Monthly Payment Advance has been outstanding for at least 90 days after the end of the Collection Period in respect of which such Monthly Payment Advance was made, from the SUBI Collection Account.

Sales Proceeds Advances. If the servicer does not sell or otherwise dispose of a leased vehicle that became a Matured Vehicle by the end of the related Collection Period, on the related Deposit Date, the servicer may be required to make a Sales Proceeds Advance to the issuing entity an amount equal to, if the related lease (i) terminated early but is not a lease in default, the Securitization Value, and (ii) relates to a leased vehicle that matured on its scheduled termination date, the Base Residual. The servicer will be required to make a Sales Proceeds Advance only to the extent that it determines that the Sales Proceeds Advance will be recoverable from future payments or collections on the related lease or leased vehicle or otherwise.

If the servicer sells a Matured Vehicle after making a Sales Proceeds Advance, the Net Auction Proceeds will be paid to the servicer up to the amount of the Securitization Value of the related leases, and the Residual Value Surplus will be deposited into the SUBI Collection Account. If the Net Auction Proceeds are insufficient to reimburse the servicer for the entire Sales Proceeds Advance, the servicer will be entitled to reimbursement of the difference from the Collections on the related SUBI Assets, in respect of one or more future Collection Periods and retain such amount as reimbursement for the outstanding portion of the related Sales Proceeds Advance.

If the servicer has not sold a Matured Vehicle within six months after it has made a Sales Proceeds Advance, it may be reimbursed for that Sales Proceeds Advance from amounts on deposit in the SUBI Collection Account. Within six months of receiving that reimbursement, if the related leased vehicle has not been sold, the servicer will, if permitted by applicable law, cause that leased vehicle to be sold at auction and will remit the proceeds (less expenses) associated with the disposition of that leased vehicle to the SUBI Collection Account.

Insurance on Leased Vehicles

Each lease will require the related lessee to maintain in full force and effect during the related Lease Term a comprehensive collision and physical damage insurance policy covering the actual cash value of the related leased vehicle and naming the titling trust as loss payee. Additionally, the lease requires that the lessee maintain vehicle liability insurance in amounts equal to the greater of the amount prescribed by applicable state law, or industry standards, as set forth in the related lease (to the extent permitted by applicable law), naming the titling trust or the titling trustee, on behalf of the titling trust, as an additional insured.

Because lessees may choose their own insurers to provide the required coverage, the actual terms and conditions of their policies may vary. If a lessee fails to obtain or maintain the required insurance, the related lessee will be deemed in default under the lease.

NMAC does not require lessees to carry credit disability, credit life or credit health insurance or other similar insurance coverage that provides for payments to be made on the leases on behalf of such lessees in the event of disability or death. To the extent that such insurance coverage is obtained on behalf of a lessee, payments received in respect of such coverage may be applied to payments on the related lease.

 

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Realization Upon Liquidated Leases

The servicer will use commercially reasonable efforts to repossess and liquidate Defaulted Vehicles. Such liquidation may be effected through repossession of Defaulted Vehicles and their disposition, or the servicer may take any other action permitted by applicable law. The servicer may enforce all rights of the lessor under the related Liquidated Lease, sell the related Defaulted Vehicle in accordance with such Liquidated Lease and commence and pursue any proceedings in connection with such Defaulted Vehicle. In connection with any such repossession, the servicer will follow such practices and procedures as it deems necessary or advisable and as are normal and usual in the industry, and in each case in compliance with applicable law, and to the extent more exacting, the practices and procedure used by the servicer in respect of leases serviced by it for its own account. The servicer will be responsible for all costs and expenses incurred in connection with the sale or other disposition of Defaulted Vehicles, but will be entitled to reimbursement to the extent such costs constitute Disposition Expenses or reasonable out-of-pocket expenses incurred by the servicer in connection with the attempted realization of the full amounts due or to become due under any Liquidated Lease (“Liquidation Expenses”). Proceeds from the sale or other disposition of repossessed leased vehicles will constitute Liquidation Proceeds and will be deposited into the SUBI Collection Account net of any reimbursable Disposition Expenses and Liquidation Expenses.

A “Liquidated Lease will mean a lease that is terminated and charged off by the servicer prior to its Maturity Date following a default thereunder. Collections in respect of a Collection Period will include all Net Auction Proceeds and Net Liquidation Proceeds collected during that Collection Period.

Servicer Records, Determinations and Reports

The servicer will retain or cause to be retained all data—including computerized records, operating software and related documentation—relating directly to or maintained in connection with the servicing of the leases. Upon the occurrence and continuance of a servicer default and termination of the servicer’s obligations under the Servicing Agreement, the servicer will use commercially reasonable efforts to effect the orderly and efficient transfer of the servicing of the leases to a successor servicer.

The servicer will perform certain monitoring and reporting functions on behalf of the depositor, the issuing entity, the trustees and the securityholders, including the preparation and delivery to the indenture trustee, the related owner trustee and each related paying agent, on or before the tenth calendar day of each month or if the tenth day is not a Business Day, the next succeeding Business Day, of a certificate setting forth all information necessary to make all distributions required in respect of the related Collection Period as described under “Distributions on the Notes—Payment Date Certificate” in this prospectus, and the preparation and delivery of statements setting forth the information described under “Description of the Servicing AgreementEvidence as to Compliance in this prospectus, and an annual officer’s certificate specifying the occurrence and status of any servicer default.

Evidence as to Compliance

Under the Servicing Agreement, on or before the last day of the third month after the end of each fiscal year of the servicer (commencing on the first year after the issuance of the notes), the servicer will be required to deliver to the owner trustee, the indenture trustee and each hired rating agency a report, which will be deemed to be delivered upon filing such report with the SEC, assessing the servicer’s compliance with the servicing criteria set forth in the relevant SEC regulations for asset-backed securities transactions, including Item 1122 of Regulation AB, as of and for the period ending the end of each fiscal year of the issuing entity and such servicer’s assessment report will identify any material instance of noncompliance, so long as the depositor is filing the servicer’s assessment report with respect to the issuing entity under the Exchange Act. Under the Servicing Agreement, so long as the depositor is filing the attestation report with respect to the issuing entity under the Exchange Act, on or before the last day of the third month after the end of each fiscal year of the servicer (commencing on the first year after the issuance of the notes), the servicer will cause a firm of independent certified public accountants to furnish an attestation report to the issuing entity, the indenture trustee and each hired rating agency as to the servicer’s assessment report of its compliance with the applicable servicing criteria set forth under Item 1122 of Regulation AB during the servicer’s preceding fiscal year (or since the date of the issuance of the notes in the case of the first such statement), which will be deemed furnished upon filing such report with the SEC. The form of assessment report and attestation report required under the Servicing Agreement may be deleted or replaced by any similar form

 

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using any standards that are now or in the future in use by servicers of comparable assets or which otherwise comply with any note, regulation, “no action” letter or similar guidelines promulgated by the SEC. The Servicing Agreement will also require that the servicer deliver to the owner trustee, the indenture trustee and each hired rating agency, on or before the last day of the third month after the end of each fiscal year of the servicer (commencing on the first year after the issuance of the notes), an officer’s certificate with respect to the prior fiscal year of the servicer (or with respect to the initial officer’s certificate, the period from the date of the initial issuance of the notes to the end of the fiscal year of the servicer), stating that a review of the activities of the servicer during the preceding twelve-month (or shorter) period and of its performance under the Servicing Agreement has been made under such officer’s supervision and to the best of such officer’s knowledge, based on such review, the servicer has fulfilled all its obligations under the Servicing Agreement throughout such twelve-month (or shorter) period in all material respects, or, if there has been a failure to fulfill any such obligation, specifying each such failure known to such officer and the nature and status thereof.

Copies of such statements, certificates and reports may be obtained by noteholders or the certificateholders by a request in writing addressed to the indenture trustee or the owner trustee, as the case may be, at the related corporate trust office. The annual servicer report, the annual attestation report, the annual servicer’s statement of compliance and any areas of material non-compliance identified in such reports will be included in the issuing entity’s annual report on Form 10-K.

Servicing Compensation

The servicer will be entitled to compensation for the performance of its servicing and administrative obligations with respect to the SUBI Assets under the Servicing Agreement. The servicer will be entitled to receive a fee in respect of the related SUBI Assets described in “Additional Information Regarding the Securities—Compensation for Servicer and Administrative Agent” in this prospectus. The servicer will also be entitled to additional compensation in the form of (i) interest and other investment earnings (net of losses and expenses) on investment of funds in the Reserve Account and the SUBI Collection Account, and (ii) expense reimbursement, administrative fees or similar charges paid with respect to the leases, including disposition fees and any late payment fees and extension fees now or later in effect (collectively, the “Administrative Charges”). The servicer will pay all expenses incurred by it in connection with its servicing and administration activities under the related Servicing Agreement and will not be entitled to reimbursement of such expenses except for unpaid Disposition Expenses, Insurance Expenses, Liquidation Expenses and Reimbursable Expenses. The servicer will be entitled to be reimbursed for Disposition Expenses, Insurance Expenses and Liquidation Expenses by depositing only Net Insurance Proceeds, Net Auction Proceeds and Net Liquidation Proceeds into the SUBI Collection Account. For more information regarding the reimbursement of Disposition Expenses and Insurance Expenses, you should refer, respectively, to “The Leases—Early Termination,” Description of the Servicing Agreement—Advances and “—Realization Upon Liquidated Leases in this prospectus. The servicer will have no responsibility, however, to pay any losses with respect to any Titling Trust Assets.

The servicing fee described in “Distributions on the Notes—Compensation for Servicer and Administrative Agent” in this prospectus will compensate the servicer for performing the functions of a third-party servicer of the leases as an agent for the titling trust under the Servicing Agreement, including collecting and processing payments, responding to inquiries of lessees, investigating delinquencies, sending payment statements, paying costs of the sale or other disposition of the Matured Vehicles and Defaulted Vehicles, overseeing the related SUBI Assets and servicing the leases, including making Advances, accounting for collections, furnishing monthly and annual statements to the titling trustee with respect to distributions and generating U.S. federal income tax information.

Servicer Resignation and Termination

The servicer may not resign from its obligations and duties under the related Servicing Agreement unless it determines that its duties thereunder are no longer permissible by reason of a change in applicable law or regulations. No such resignation will become effective until the date upon which the servicer becomes unable to act as servicer, as specified in its resignation notice, unless a successor servicer has already assumed the servicer’s obligations under the Servicing Agreement. The servicer may not assign a Servicing Agreement or any of its rights, powers, duties or obligations thereunder except as otherwise provided therein, or except in connection with a consolidation, merger, conveyance, transfer or assignment made in compliance with the Servicing Agreement.

 

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The rights and obligations of the servicer under the Servicing Agreement may be terminated following the occurrence and continuance of a servicer default, as described under “—Servicer Defaults below.

Indemnification by and Limitation of Liability of the Servicer

The servicer will indemnify the titling trust, titling trustee, trustees, the trust agent and the related securityholders for any loss, liability, claim, damage or reasonable expense that may be incurred by them as a result of any act or omission by the servicer in connection with the performance of its duties under the Servicing Agreement, but only to the extent such liability arose out of the servicer’s disregard of its obligations and duties under the Servicing Agreement.

The Servicing Agreement will further provide that neither the servicer nor any of its directors, officers, employees or agents will be under any liability to the titling trust, the trustees or the securityholders for taking any action or for refraining from taking any action pursuant to the Servicing Agreement or for errors in judgment; provided, however, that neither the servicer nor any other person described above will be protected against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under the Servicing Agreement or the SUBI Trust Agreement. In addition, the Servicing Agreement will provide that the servicer is under no obligation to appear in, prosecute or defend any legal action that is not incidental to the servicer’s servicing responsibilities under the Servicing Agreement and that, in its opinion, may cause it to incur any expense or liability. The servicer may, however, undertake any reasonable action that it may deem necessary or desirable in respect of the Servicing Agreement and the rights and duties of the parties thereto and the interests of the securityholders thereunder. Any indemnification or reimbursement of the servicer could reduce the amount otherwise available for distribution to securityholders.

Servicer Defaults

A “servicer default under the Servicing Agreement will consist of the following:

 

 (a)

any failure by the servicer to deliver or cause to be delivered any required payment to (i) the indenture trustee for distribution to the noteholders, (ii) if applicable, the owner trustee of the issuing entity for distribution to the certificateholders, which failure continues unremedied for five Business Days after discovery thereof by an officer of the servicer or receipt by the servicer of written notice thereof from the indenture trustee, the certificateholder or noteholders evidencing at least a majority interest of the aggregate outstanding principal balance of the applicable outstanding securities (which for this purpose includes certificates held by the issuing entity, the depositor, the servicer and their respective affiliates), voting together as a single class; provided, however, that a failure under this clause (a) that continues unremedied for a period of ten Business Days or less will not constitute a servicer default if such failure was caused by a force majeure or other similar occurrence,

 

 (b)

any failure by the servicer to duly observe or perform in any material respect any of its other covenants or agreements in the Servicing Agreement, which failure materially and adversely affects the rights of any holder of the 2020-B SUBI certificate, the noteholders or the certificateholders, as applicable, and which continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (1) such failure is capable of remedy within 90 days or less and (2) a majority of the applicable outstanding securities, voting as a single class, consents to such longer cure period) after receipt by the servicer of written notice thereof from the indenture trustee or the related holders evidencing at least a majority of the applicable outstanding securities, voting as a single class, or such default becomes known to the servicer; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a servicer default if such failure was caused by a force majeure or other similar occurrence,

 

 (c)

any representation, warranty or statement of the servicer made in the Servicing Agreement, any other Basic Document to which the servicer is a party or by which it is bound or any certificate, report or other writing delivered pursuant to the Servicing Agreement that proves to be incorrect in any

 

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 material respect when made, which failure materially and adversely affects the rights of any holder of the 2020-B SUBI certificate, the noteholders or the certificateholders, and continues unremedied for 60 days (or for such longer period not in excess of 90 days as may be reasonably necessary to remedy such failure; provided that (1) such failure is capable of remedy within 90 days or less and (2) a majority of the applicable outstanding securities, voting as a single class, consents to such longer cure period) after receipt by the servicer of written notice thereof from the titling trustee or the related holders evidencing at least a majority of the applicable outstanding securities, voting as a single class, or such default becomes known to the servicer; provided, however, that a failure under this clause (c) that continues unremedied for a period of 150 days or less will not constitute a servicer default if such failure was caused by a force majeure or other similar occurrence, or

 

 (d)

the occurrence of certain events of bankruptcy, insolvency, receivership or liquidation in respect of the servicer (in each case, remains unstayed and effect for a period of 90 consecutive days).

Rights Upon Servicer Default

Upon the occurrence of any servicer default, the sole remedy available to issuing entity as the holder of the 2020-B SUBI certificate will be to direct the titling trustee to remove the servicer and appoint a successor servicer. However, if the commencement of a bankruptcy or similar case or proceeding were the only default, the servicer or its trustee-in-bankruptcy might have the power to prevent that removal. See “—Removal or Replacement of the Servicer below.

Removal or Replacement of the Servicer

Upon the occurrence of a servicer default, the titling trustee may, to the extent such servicer default relates (a) to all Titling Trust Assets, upon the direction of the holders of all SUBI certificates and the UTI certificate, excluding the UTI Beneficiary, terminate all of the rights and obligations of the servicer under the Servicing Agreement with respect to all Titling Trust Assets or (b) only to assets of a particular SUBI, upon the direction of the holder and pledgee of the 2020-B SUBI certificate, terminate all of the rights and obligations of the servicer under the Servicing Agreement with respect to such SUBI Assets. For purposes of the immediately preceding sentence, the holder and pledgee of the 2020-B SUBI certificate will be the indenture trustee acting at the direction of noteholders holding not less than 66 2/3% of the aggregate principal balance of the notes, voting together as a single class. After the lien of the Indenture has been released, the owner trustee, acting at the direction of the certificateholder, may remove the servicer upon a servicer default. In each case, the titling trustee will effect that termination by delivering notice thereof to the servicer, the administrative agent, the depositor, the UTI beneficiary, the certificateholders and, if applicable, any other holders of rated securities related to any Other SUBIs affected by that servicer default. The administrative agent will thereafter deliver a copy of such notice to each hired rating agency.

Upon the termination of the servicer as a result of a servicer default, the servicer, subject to that termination, will continue to perform its functions as servicer until the earlier of the date specified in the termination notice or, if no such date is specified therein, the date of the servicer’s receipt of such notice.

In the event of a termination of the servicer as a result of a servicer default with respect only to the assets of one SUBI, noteholders holding not less than 66 2/3% of the aggregate principal balance of the notes, voting together as a single class, so long as the notes are outstanding and thereafter the owner trustee of the issuing entity acting at the direction of the certificateholder—will appoint a successor servicer. The titling trustee will have the right to approve that successor servicer, and that approval may not be unreasonably withheld. If a successor servicer is not appointed by the effective date of the predecessor servicer’s resignation or termination, then the trust agent will act as successor servicer. If the trust agent is unwilling or legally unable to act as the servicer, then the titling trust will be required to appoint, or petition a court of competent jurisdiction to appoint, any established entity the regular business of which includes the servicing of motor vehicle leases or retail installment contracts as the successor servicer. All reasonable costs and expenses incurred in connection with transferring the servicing of the related leases and the leased vehicles to the successor services will be paid by the predecessor servicer (or, if the predecessor servicer is the Trust Agent, by NMAC).

 

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Upon the appointment of a successor servicer, the successor servicer will assume all of the rights and obligations of the servicer under the Servicing Agreement; provided, however, that no successor servicer will have any responsibilities with respect to the purchase of additional leases or vehicles by the titling trust or with respect to making advances. Any compensation payable to a successor servicer may not be in excess of that permitted the predecessor servicer unless the holders of the UTI and the SUBIs, as the case may be, bear such excess costs exclusively. If a bankruptcy trustee or similar official has been appointed for the servicer, that trustee or official may have the power to prevent an indenture trustee, the trustee of the issuing entity, the noteholders or (if applicable) the related certificateholder from effecting that transfer of servicing. The predecessor servicer will have the right to be reimbursed for any outstanding advances made with respect to the SUBI Assets to the extent funds are available therefore in respect of the advances made.

Waiver of Past Defaults

With respect to any servicer default, the titling trustee, acting on the direction of, so long as the lien of the Indenture is in place, the indenture trustee, acting at the direction of the holders of notes evidencing 66 2/3% of the aggregate outstanding principal balance of the then outstanding notes and thereafter, the owner trustee, acting at the direction of the holders of 66 2/3% of the certificates, may waive any default of the servicer in the performance of its obligations under the Servicing Agreement and, upon any such waiver, such default will cease to exist and any servicer default arising therefrom will be deemed to have been remedied for all purposes under the related Servicing Agreement. No such waiver will extend to any subsequent or other default.

Termination

The Servicing Agreement will terminate upon the earlier to occur of (a) the dissolution of the titling trust or (b) with respect to the servicer, but not as to the applicable successor servicer, the resignation or removal of the servicer with respect to the 2020-B SUBI in accordance with the terms of the Servicing Agreement, which will effect a termination only with respect to the SUBI Assets and not with respect to any other Titling Trust Assets.

Amendment

The Servicing Agreement may be amended by the parties thereto without the consent of any other person; provided that (i) either (A) any amendment that materially and adversely affects the noteholders will require the consent of such noteholders evidencing not less than a majority of the aggregate outstanding principal balance of the notes voting together as a single class or (B) such amendment will not materially and adversely affect such noteholders, and (ii) any amendment that materially and adversely affects the interests of the related certificateholder, the titling trustee, the Delaware trustee, the indenture trustee or the owner trustee will require the prior written consent of each person whose interests are adversely affected; provided, further, that an opinion of counsel is delivered to the titling trustee to the effect that after such amendment, for U.S. federal income tax purposes, the titling trust will not be treated as an association (or a publicly traded partnership) taxable as a corporation and the notes will properly be characterized as indebtedness that is secured by the assets of the issuing entity. An amendment will be deemed not to materially and adversely affect the noteholders if (i) the Rating Agency Condition is satisfied with respect to such amendment or (ii) the servicer delivers an officer’s certificate to the indenture trustee stating that the amendment will not materially and adversely affect such noteholders. The consent of the certificateholder, the Delaware trustee or the owner trustee will be deemed to have been given if the servicer does not receive a written objection from such person within ten (10) Business Days after a written request for such consent will have been given. The titling trustee and the indenture trustee may, but will not be obligated to, enter into any such amendment that affects the titling trustee’s or the indenture trustee’s own rights, duties, liabilities or immunities under the Servicing Agreement or otherwise.

Notwithstanding the foregoing, no amendment to the Servicing Agreement will (i) reduce the interest rate or aggregate outstanding principal balance of any note, or change the due date of any installment of principal of or interest on any note, or the Redemption Price, without the consent of the holder of such note, or (ii) reduce the aggregate outstanding principal balance of the outstanding notes, the holders of which are required to consent to any matter without the consent of the holders of at least the majority of the aggregate outstanding principal balance of the outstanding notes which were required to consent to such matter before giving effect to such amendment.

 

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Under the Servicing Agreement, neither the trustee of the UTI beneficiary, the titling trustee nor the indenture trustee, as applicable, will be under any obligation to ascertain whether a Rating Agency Condition has been satisfied with respect to any amendment. When the Rating Agency Condition is satisfied with respect to such amendment, the servicer will deliver to a responsible officer of the trustee of the UTI beneficiary, the titling trustee and the indenture trustee, as applicable, an officer’s certificate to that effect, and the trustee of the UTI be