SEC Comment Letter 0000000000-24-012365 to NISSAN AUTO LEASING LLC II (CIK 0001244832)
NISSAN AUTO LEASING LLC II (CIK 0001244832)
Date: Nov. 7, 2024 · CIK: 0001244832 · Accession: 0000000000-24-012365
AI Filing Summary & Sentiment
File numbers found in text: 333-282606
Letter
November 6, 2024 Douglas E. Gwin, Jr. Assistant Treasurer Nissan Auto Leasing LLC II Nissan-Infiniti LT LLC One Nissan Way Franklin, TN 37067 Re:Nissan Auto Leasing LLC II Nissan-Infiniti LT LLC Registration Statement on Form SF-3 Filed October 11, 2024 File Nos. 333-282606 and 333-282606-01 Dear Douglas E. Gwin Jr.: We have reviewed your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form SF-3 General 1.Please confirm that the depositor or any issuing entity previously established, directly or indirectly, by the depositor or any affiliate of the depositor has been current and timely with Exchange Act reporting during the last twelve months with respect to asset-backed securities involving the same asset class. Please refer to General Instruction I.A.2. of Form SF-3.
November 6, 2024 Page 2 Risk Factors Risks Related to the Characteristics, Servicing and Performance of the Leases and Related Leased Vehicles..., page 21 2.We note that various risk factors contain point-in-time disclosures regarding recent events and economic conditions ( e.g., the COVID-19 pandemic and rising inflation) that are not enclosed in square brackets. Please confirm that, at the time of any offering, you will update your risk factors disclosure to the extent necessary to provide a current description of the specific risks related to the offer and sale of the securities. The Notes [Calculation of Floating Rate Interest], page 111 3.The definition of "Term SOFR" on page 112 refers to "the forward-looking term rate based on SOFR . . . as such rate is posted to FRBNY's Website." However, forward- looking term rates based on SOFR, such as the CME Term SOFR Rates recommended by the Alternative Reference Rates Committee, are published by third-party administrators ( e.g., CME Group), not by FRBNY. Please revise your SOFR-related disclosure and the corresponding provisions in the transaction documents to ensure that they accurately reflect the source and publication details of each contemplated SOFR alternative, including Term SOFR, to avoid any potential confusion regarding their calculation and availability. 4.The website address listed in the definition of "FRBNY's Website" on page 112 does not appear to be a functioning website. Please revise your disclosure to provide the correct website address for accessing the applicable SOFR rates on the Federal Reserve Bank of New York's website.
Description of the Servicing Agreement Representation and Warranties; Remedies, page 155 5.We note that NMAC, as sponsor, has an obligation to direct reallocation of leases and related leased vehicles for breach of a representation or warranty and to make a corresponding repurchase payment to the issuing entity. Please confirm that you will provide information regarding NMAC's financial condition if there is a material risk that the ability of NMAC to comply with the reallocation provision could have a material impact on pool performance or performance of the asset-backed securities. Refer to Item 1104(f) of Regulation AB. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
November 6, 2024 Page 3 Please contact Shalini Shah at 202-551-5942 or Benjamin Meeks at 202-551-7146 with any questions. Sincerely, Division of Corporation Finance Office of Structured Finance
Show Raw Text
November 6, 2024
Douglas E. Gwin, Jr.
Assistant Treasurer
Nissan Auto Leasing LLC II
Nissan-Infiniti LT LLC
One Nissan Way
Franklin, TN 37067
Re:Nissan Auto Leasing LLC II
Nissan-Infiniti LT LLC
Registration Statement on Form SF-3
Filed October 11, 2024
File Nos. 333-282606 and 333-282606-01
Dear Douglas E. Gwin Jr.:
We have reviewed your registration statement and have the following comments.
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form SF-3
General
1.Please confirm that the depositor or any issuing entity previously established, directly
or indirectly, by the depositor or any affiliate of the depositor has been current and
timely with Exchange Act reporting during the last twelve months with respect to
asset-backed securities involving the same asset class. Please refer to General
Instruction I.A.2. of Form SF-3.
November 6, 2024
Page 2
Risk Factors
Risks Related to the Characteristics, Servicing and Performance of the Leases and Related
Leased Vehicles..., page 21
2.We note that various risk factors contain point-in-time disclosures regarding recent
events and economic conditions ( e.g., the COVID-19 pandemic and rising inflation)
that are not enclosed in square brackets. Please confirm that, at the time of any
offering, you will update your risk factors disclosure to the extent necessary to
provide a current description of the specific risks related to the offer and sale of the
securities.
The Notes
[Calculation of Floating Rate Interest], page 111
3.The definition of "Term SOFR" on page 112 refers to "the forward-looking term rate
based on SOFR . . . as such rate is posted to FRBNY's Website." However, forward-
looking term rates based on SOFR, such as the CME Term SOFR Rates recommended
by the Alternative Reference Rates Committee, are published by third-party
administrators ( e.g., CME Group), not by FRBNY. Please revise your SOFR-related
disclosure and the corresponding provisions in the transaction documents to ensure
that they accurately reflect the source and publication details of each contemplated
SOFR alternative, including Term SOFR, to avoid any potential confusion regarding
their calculation and availability.
4.The website address listed in the definition of "FRBNY's Website" on page 112 does
not appear to be a functioning website. Please revise your disclosure to provide the
correct website address for accessing the applicable SOFR rates on the Federal
Reserve Bank of New York's website.
Description of the Servicing Agreement
Representation and Warranties; Remedies, page 155
5.We note that NMAC, as sponsor, has an obligation to direct reallocation of leases and
related leased vehicles for breach of a representation or warranty and to make a
corresponding repurchase payment to the issuing entity. Please confirm that you will
provide information regarding NMAC's financial condition if there is a material risk
that the ability of NMAC to comply with the reallocation provision could have a
material impact on pool performance or performance of the asset-backed securities.
Refer to Item 1104(f) of Regulation AB.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
November 6, 2024
Page 3
Please contact Shalini Shah at 202-551-5942 or Benjamin Meeks at 202-551-7146
with any questions.
Sincerely,
Division of Corporation Finance
Office of Structured Finance