Material Agreement (Form 8-K)

ITEM 1.01. Entry into a Material Definitive Agreement

On January 22, 2025 (the "Closing Date"), NILT LLC (defined below) created a separate series of limited liability company interest (the "2025-A Series") in Nissan-Infiniti LT LLC, a Delaware limited liability company ("Nissan-Infiniti LT"), including certain closed-end retail vehicle lease contracts (the "Leases"), the related Nissan and Infiniti vehicles leased under the Leases (the "Leased Vehicles") and related property (collectively, the "2025-A Series Assets") pursuant to the Limited Liability Company Agreement of Nissan-Infiniti LT, dated as of April 1, 2021, between Nissan Motor Acceptance Company LLC ("NMAC"), as servicer, NILT LLC, as member, and U.S. Bank Trust Company, National Association ("U.S. Bank"), as titling company registrar, as supplemented by a 2025-A Series Supplement dated as of the Closing Date (the "2025-A Series Supplement").

Also on the Closing Date, NMAC, as servicer, NILT LLC, as member, and Nissan-Infiniti LT entered into a 2025-A Series Servicing Supplement, dated as of the Closing Date (the "2025-A Series Servicing Supplement") and supplementing the Amended and Restated Servicing Agreement, dated as of April 1, 2021 (the "Servicing Agreement"), to provide for the servicing obligations of the 2025-A Series Assets. In connection with the creation of the 2025-A Series, Nissan-Infiniti LT issued to NILT LLC a certificate evidencing a 100 percent interest in the 2025-A Series (the "2025-A Series Certificate").

On the Closing Date, NILT LLC sold the 2025-A Series Certificate to Nissan Auto Leasing LLC II ("NALL II") pursuant to a Series Certificate Sale Agreement by and between NILT LLC, as transferor, and NALL II, as transferee. NALL II further sold the 2025-A Series Certificate to Nissan Auto Lease Trust 2025-A, a Delaware statutory trust (the "Issuing Entity"), pursuant to a Series Certificate Transfer Agreement by and between NALL II, as transferor, and the Issuing Entity, as transferee. The Issuing Entity was created pursuant to a Trust Agreement, dated as of December 10, 2024, as was amended and restated by the Amended and Restated Trust Agreement, dated as of the Closing Date (the "Amended and Restated Trust Agreement"), by and between NALL II, as transferor, and Wilmington Trust, National Association ("WTNA"), as owner trustee (the "Owner Trustee").

On the Closing Date, the Issuing Entity caused the issuance, pursuant to an Indenture, dated as of the Closing Date (the "Indenture"), by and between the Issuing Entity, as issuer, and U.S. Bank, as indenture trustee (the "Indenture Trustee"), of 136,540,000 aggregate principal amount of the Class A-1 Asset Backed Notes, $145,250,000 aggregate principal amount of the Class A-2a Asset Backed Notes, $435,750,000 aggregate principal amount of the Class A-2b Asset Backed Notes, $581,000,000 aggregate principal amount of the Class A-3 Asset Backed Notes, $92,850,000 aggregate principal amount of the Class A-4 Asset Backed Notes, $46,350,000 aggregate principal amount of the Class B Asset Backed Notes and $52,260,000 aggregate principal amount of the Class C Asset Backed Notes (collectively, the "Notes"). The Issuing Entity, NMAC, as administrative agent, NALL II, as transferor, and U.S. Bank, as Indenture Trustee, entered into that certain Trust Administration Agreement, dated as of the Closing Date (the "Trust Administration Agreement"), relating to the provision by NMAC of certain services relating to the Notes. On the Closing Date, the Issuing Entity, as issuer, NMAC, as sponsor and servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer, entered into that certain Asset Representations Review Agreement, dated as of the Closing Date (the "Asset Representations Review Agreement"), relating to the review of certain representations relating to the Leases and the Leased Vehicles.

Also on the Closing Date, the Issuing Entity, NMAC, as the servicer, the Indenture Trustee, as the secured party, and U.S. Bank National Association, as intermediary (the "Securities Intermediary"), entered into that certain Securities Account Control Agreement (the "Securities Account Control Agreement") pursuant to which the Securities Intermediary will maintain certain accounts.

The Notes, with an aggregate principal balance of $1,490,000,000 were sold to Citigroup Global Markets Inc., as the representative of several underwriters (the "Underwriters"), pursuant to the Underwriting Agreement. The Notes have been registered pursuant to the Securities Act of 1933, as amended, under a Registration Statement on Form SF-3, as amended (Commission File No. 333-282606).

Attached as Exhibit 4.1 is the Indenture, as Exhibit 10.1 is the 2025-A Series Supplement, as Exhibit 10.2 is the 2025-A Series Servicing Supplement, as Exhibit 10.3 is the Amended and Restated Trust Agreement for the Issuing Entity, as Exhibit 10.4 is the Trust Administration Agreement, as Exhibit 10.5 is the Series Certificate Transfer Agreement, as Exhibit 10.6 is the Series Certificate Sale Agreement, as Exhibit 10.7 is the Asset Representations Review Agreement and as Exhibit 10.8 is the Securities Account Control Agreement.