Common use of Limitation of Liability of Owner Trustee Clause in Contracts

Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, it is expressly understood by the parties hereto that (a) this Agreement has been executed by BNY Mellon Trust of Delaware not in its individual capacity but solely in its capacity as Owner Trustee of the Issuing Entity in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) in no event shall BNY Mellon Trust of Delaware in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entity have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto as such representations, warranties, covenants, agreements or other obligations are intended and made for the purpose of binding only, and is only binding on, the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Owner Trustee, in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entity, to perform any covenant either expressed or implied contained herein, (d) the Owner Trustee has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Agreement and (e) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness, indemnities or expenses of the Issuing Entity or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity under this Agreement or any related document, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreement.

Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, it (i) It is expressly understood and agreed by the parties hereto that (a) this Agreement has been document is executed and delivered by BNY Mellon Trust of Delaware Wilmington Trust, National Association, not in its individual capacity individually or personally but solely in its capacity as Owner Trustee owner trustee of the Issuing Entity Issuer, in the exercise of the powers and authority conferred and vested in it under the Trust Agreementit, (b) in no event shall BNY Mellon Trust each of Delaware in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entity have any liability for the representations, warranties, covenants, undertakings and agreements or other obligations herein made on the part of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto Issuer is made and intended not as such personal representations, warrantiesundertakings and agreements by Wilmington Trust, covenants, agreements or other obligations are National Association but is made and intended and made for the purpose of binding only, and is only binding on, the Issuing EntityIssuer, (c) nothing herein contained shall be construed as creating any liability on the Owner TrusteeWilmington Trust, in its individual capacity orNational Association, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entityindividually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) the Owner Trustee Wilmington Trust, National Association has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuing Entity Issuer in this Agreement Agreement, and (e) under no circumstances shall the Owner Trustee Wilmington Trust, National Association be personally liable for the payment of any indebtedness, indemnities indebtedness or expenses of the Issuing Entity Issuer or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity Issuer under this Agreement or any related documentAgreement. (ii) The Transferor, as to all of which recourse shall be had solely to Equity Certificateholder, hereby: (A) consents to, and authorizes, empowers and directs the assets Owner Trustee, in the name and on behalf of the Issuing Entity. For all purposes of Issuer, to execute and deliver (a) this Agreement, (b) the Supplemental Indenture No. 2, dated of even date herewith, by and among the Issuer, the Servicer and the Indenture Trustee (the “Supplemental Indenture No. 2”), (c) the Amended and Restated Series 2017-VFN Indenture Supplement, dated of even date herewith, by and among the Issuer, the Servicer and the Indenture Trustee (the “A&R Series Supplement”), and (d) each other document, instrument or writing (including, without limitation, any Issuer Order and any Note) as may be referenced in, attached to, contemplated by, or necessary or convenient in connection with the performance transactions contemplated hereby or thereby; (B) instructs the Owner Trustee, in connection with the transactions contemplated by the A&R Series Supplement and the Supplemental Indenture No. 2 only, to waive the right to receive an Opinion of its duties or obligations hereunder or Counsel in connection with the performance of any duties or obligations execution thereof set forth in Section 2.12(c) of the Issuing Entity hereunderIndenture; and (C) waives any notice in connection with the foregoing and certifies and confirms that (x) it is the sole Equity Certificateholder, (y) the Owner Trustee shall be subject toforegoing direction and actions are necessary, and entitled to suitable, or convenient in connection with the benefits of, the terms and provisions of Article VI matters described in Section 2.03 of the Trust Agreement, and do not violate or conflict with, are not contrary to, are contemplated and authorized by, and are consistent and in accordance and compliance with the Trust Agreement, this Agreement and the Transaction Documents and the obligations of the Issuer and the Owner Trustee under the Trust Agreement, the this Agreement and the Transaction Documents, and (z) the foregoing directions are made by the Equity Certificateholder pursuant to Section 6.01 of the Trust Agreement, and the execution and delivery of such documents and the waiver of the right to receive an Opinion of Counsel are actions taken pursuant to such direction and therefore covered by the indemnifications provided under the Trust Agreement.

Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, it It is expressly understood and agreed by the parties hereto that (a) this Agreement has been Omnibus Amendment is executed and delivered by BNY Mellon ▇▇▇▇▇ Fargo Delaware Trust of Delaware Company, N.A., not in its individual capacity individually or personally, but solely in its capacity as Owner Trustee of the Issuing Entity Issuer, in the exercise of the powers and authority conferred and vested in it under it, pursuant to the Trust Agreement, (b) in no event shall BNY Mellon Trust each of Delaware in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entity have any liability for the representations, warranties, covenants, undertakings and agreements or other obligations herein made on the part of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto Issuer is made and intended not as such personal representations, warranties, covenantscovenants undertakings and agreements by ▇▇▇▇▇ Fargo Delaware Trust Company, agreements or other obligations are N.A. but is made and intended and made for the purpose of binding only, and is only binding on, the Issuing EntityIssuer, (c) nothing herein contained shall be construed as creating any liability on the Owner Trustee▇▇▇▇▇ Fargo Delaware Trust Company, in its individual capacity orN.A., except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entityindividually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) the Owner Trustee ▇▇▇▇▇ Fargo Delaware Trust Company, N.A. has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuing Entity Issuer or any other Person in this Agreement Omnibus Amendment and (e) under no circumstances shall the Owner Trustee ▇▇▇▇▇ Fargo Delaware Trust Company, N.A. be personally liable for the payment of any indebtedness, indemnities indebtedness or expenses of the Issuing Entity Issuer or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity Issuer under this Agreement Omnibus Amendment or under the Notes or any related documentof the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust AgreementIssuer.

Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, it is expressly understood by the parties hereto that (a) this Agreement has been executed by BNY Mellon U.S. Bank Trust of Delaware National Association, not in its individual capacity but solely in its capacity as Owner Trustee of the Issuing Entity Issuer, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) in no event shall BNY Mellon Trust each of Delaware in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entity have any liability for the representations, warranties, covenants, undertakings and agreements or other obligations herein made on the part of the Issuing Entity hereunder or in any of Owner Trustee and the certificates, notices or agreements delivered pursuant hereto Issuer is made and intended not as such personal representations, warranties, covenants, undertakings and agreements or other obligations are by U.S. Bank but is made and intended and made for the purpose of binding only, and is only binding on, the Issuing EntityIssuer, (c) nothing herein contained shall be construed as creating any liability on the Owner TrusteeU.S. Bank, in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entityindividually or personally, to perform any covenant either expressed or implied contained hereinherein of the Owner Trustee or the Issuer, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) the Owner Trustee U.S. Bank has made no and will make no investigation as to the accuracy or completeness of any representations or and warranties made by the Issuing Entity Owner Trustee or the Issuer in this Agreement and (e) under no circumstances shall the Owner Trustee U.S. Bank be personally liable for the payment of any indebtedness, indemnities or expenses of the Issuing Entity Owner Trustee or the Issuer or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity Owner Trustee or the Issuer under this Agreement or any other related documentdocuments. In no event shall U.S. Bank Trust National Association, in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing EntityIssuer in accordance with the priorities set forth herein. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuing Entity Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI Articles VI, VII and VIII of the Trust Agreement.

Limitation of Liability of Owner Trustee. Notwithstanding anything contained It is expressly understood and agreed to by the parties to this Escrow Agreement that, notwithstanding any provision herein to the contrarycontrary or in any other related document, it is expressly understood by the parties hereto that (a) this Escrow Agreement has been is executed and delivered on behalf of Party A by BNY Mellon ▇▇▇▇▇ Fargo Delaware Trust of Delaware Company, N.A. ("▇▇▇▇▇ Fargo Delaware"), not in its individual capacity but solely in its capacity as owner trustee (the "Owner Trustee Trustee") of the Issuing Entity Party A, in the exercise of the powers and authority conferred upon and vested in it as Owner Trustee under the Trust Agreement, dated as of June 6, 2019 (as amended, modified or supplemented from time to time), between Pioneer Asset Holdings, LLC, as beneficial owner, and ▇▇▇▇▇ Fargo Delaware, as Owner Trustee, subject to the protections, indemnities and limitations from liability afforded to the Owner Trustee thereunder, (b) in no event shall BNY Mellon Trust of Delaware in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee each of the Issuing Entity have any liability undertakings and agreements herein made on behalf of Party A is made and intended not as a personal undertaking or agreement of or by ▇▇▇▇▇ Fargo Delaware but is made and intended for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto as such representations, warranties, covenants, agreements or other obligations are intended and made for the purpose purposes of binding only, only Party A and is only binding on, the Issuing Entityits assets, (c) nothing herein contained shall be construed as creating any duty, obligation or liability on the Owner Trusteepart of ▇▇▇▇▇ Fargo Delaware, in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entityindividually or personally, to perform any covenant covenant, duty or obligation of Party A, either expressed express or implied contained hereinin this Escrow Agreement or any related document, all such liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) the Owner Trustee ▇▇▇▇▇ Fargo Delaware has not verified and has made no investigation as to the accuracy or completeness of any the representations or warranties made by the Issuing Entity in this Agreement of Party A and (e) under no circumstances shall the Owner Trustee ▇▇▇▇▇ Fargo Delaware be personally liable for the payment of any indebtedness, indemnities amounts or expenses owed by Party A under this Escrow Agreement or any related document (such indebtedness, expenses and other amounts being payable solely from and to the extent of the Issuing Entity funds of Party A) or be personally liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity under this Escrow Agreement or any other related document, as to all of which recourse shall be had solely documents. Notwithstanding any provision herein to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuing Entity hereundercontrary, the Owner Trustee shall be subject toan express third-party beneficiary to this Escrow Agreement, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreementenforce its rights hereunder as if a direct party hereto.

Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, it It is expressly understood and agreed by the parties hereto that that, notwithstanding any provision to the contrary herein or in any related documents, (a) this Agreement has been is executed and delivered by BNY Mellon Trust of Delaware ▇▇▇▇▇ Fargo, not in its individual capacity individually or personally, but solely in its capacity as Owner Trustee of the Issuing Entity Purchaser in the exercise of the powers and authority conferred and vested in it as Owner Trustee under the Trust Agreement, subject to the protections, indemnities and limitations from liability afforded to the Owner Trustee thereunder, (b) in no event shall BNY Mellon Trust each of Delaware in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entity have any liability for the representations, warranties, covenants, undertakings and agreements or other obligations herein made on the part of the Issuing Entity hereunder or in any of the certificatesPurchaser is made and intended not as a personal representation, notices or agreements delivered pursuant hereto as such representationsundertaking and agreement by ▇▇▇▇▇ Fargo, warranties, covenants, agreements or other obligations are but is made and intended and made for the purpose of binding only, only the Purchaser and is only binding on, the Issuing Entityits assets, (c) nothing herein contained shall be construed as creating any duty, obligation or liability on the Owner Trusteepart of ▇▇▇▇▇ Fargo, in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entityindividually or personally, to perform any covenant covenant, duty or obligation, either expressed or implied contained hereinherein or in any related document, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) the Owner Trustee has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Agreement and (e) under no circumstances shall the Owner Trustee ▇▇▇▇▇ Fargo be personally liable for the payment of any indebtedness, indemnities amounts or expenses of the Issuing Entity Purchaser under this Agreement or under any related document (such indebtedness, amounts or expenses being payable solely from and to the extent of funds of the Purchaser) or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity Purchaser under this Agreement or any related document, document and (e) ▇▇▇▇▇ Fargo has not verified and has made no investigation as to all of which recourse shall be had solely to the assets accuracy or completeness of the Issuing Entity. For all purposes of this Agreement, in the performance of its duties representations or obligations hereunder or in the performance of any duties or obligations warranties of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust AgreementPurchaser.

Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, it It is expressly understood and agreed by the parties hereto that (a) this ARR Agreement has been is executed and delivered by BNY Mellon Deutsche Bank Trust of Company Delaware (“DBTCD”), not in its individual capacity individually or personally but solely in its capacity as Owner Trustee on behalf of the Issuing Entity Trust, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) in no event shall BNY Mellon Trust each of Delaware in its individual capacity orthe representations, except as expressly provided in covenants, warranties, undertakings and agreements herein made on the part of the Trust Agreement, is made and intended not as Owner Trustee of the Issuing Entity have any liability for the personal representations, warranties, covenantsundertakings and agreements by DBTCD, agreements individually or other obligations of the Issuing Entity hereunder or in any of the certificatesas Owner Trustee, notices or agreements delivered pursuant hereto as such representations, warranties, covenants, agreements or other obligations are but is made and intended and made for the purpose of binding only, only and is binding only binding on, on the Issuing EntityTitling Trust, (c) nothing herein contained shall be construed as creating any liability on the Owner TrusteeDBTCD, in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entityindividually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) the DBTCD, individually and as Owner Trustee Trustee, has not verified and has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Agreement Trust hereunder and (e) under no circumstances shall the Owner Trustee DBTCD be personally liable for the payment of any indebtedness, indemnities or expenses of the Issuing Entity Trust or the Owner Trustee or be liable for the performance, breach or failure of any obligation, duty (including fiduciary duties, if any), representation, warranty or covenant made or undertaken by the Issuing Entity Trust under this ARR Agreement or any other related document, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreementdocuments contemplated herein.

Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, it is expressly understood by the parties hereto that (a) this Agreement has been executed and delivered by BNY Mellon U.S. Bank Trust of Delaware National Association, not in its individual capacity but solely in its capacity as Owner Trustee on behalf of the Issuing Entity Issuer, in the exercise of the powers and authority conferred and vested in it under it, pursuant to the Trust Agreement, (b) in no event shall BNY Mellon Trust each of Delaware in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entity have any liability for the representations, warranties, covenants, undertakings and agreements or other obligations herein made on the part of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto Issuer is made and intended not as such personal representations, warranties, covenants, undertakings and agreements or other obligations are by U.S. Bank Trust National Association but is made and intended and made for the purpose of binding only, and is only binding on, the Issuing EntityIssuer, (c) nothing herein contained shall be construed as creating any liability on the U.S. Bank Trust National Association, individually or personally or as Owner Trustee, in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entity, to perform any covenant either expressed or implied contained hereinherein of the Issuer, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) the Owner Trustee U.S. Bank Trust National Association has made no investigation and shall make no investigation as to the accuracy or completeness of any representations or and warranties made by the Issuing Entity Issuer in this Agreement and (e) under no circumstances shall the Owner Trustee U.S. Bank Trust National Association be personally liable for the payment of any indebtedness, indemnities or expenses of the Issuing Entity Issuer or be liable for the performance, breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Issuing Entity Issuer under this Agreement or under the Notes or any other related documentdocuments or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuing EntityIssuer. For all the purposes of this Agreement, in the performance of its duties any duty or obligations hereunder or in the performance of any duties or obligations obligation on behalf of the Issuing Entity Issuer hereunder, the Owner Trustee shall be subject toentitled to all rights, protections, indemnities, and entitled to the benefits of, the terms and provisions of Article VI of immunities in the Trust Agreement.

Limitation of Liability of Owner Trustee. the Indenture Trustee and the Securities Administrator. (a) Notwithstanding anything contained herein to the contrary, it is expressly understood by the parties hereto that (a) this Agreement has been executed countersigned by BNY Mellon U.S. Bank Trust of Delaware National Association not in its individual capacity but solely in its capacity as Owner Trustee of the Issuing Entity Issuer and U.S. Bank National Association not in the exercise of the powers its individual capacity but solely in its capacity as Securities Administrator, and authority conferred and vested in it under the Trust Agreement, (b) in no event shall BNY Mellon U.S. Bank Trust of Delaware National Association or U.S. Bank National Association, in its their individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entity Issuer or as Securities Administrator respectively, have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto as such representations, warranties, covenants, agreements or other obligations are intended and made for the purpose of binding only, and is only binding on, the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Owner Trustee, in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entity, to perform any covenant either expressed or implied contained herein, (d) the Owner Trustee has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Agreement and (e) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness, indemnities or expenses of the Issuing Entity or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity under this Agreement or any related documenthereto, as to all of which recourse shall be had solely to the assets of the Issuing EntityIssuer. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuing Entity Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article Articles VI and VII of the Trust Agreement. For all purposes of this Agreement, in the performance of its duties and obligations hereunder (other than Successor Master Servicer), the Indenture Trustee shall be afforded all of the rights, protections, immunities and indemnities provided it under the Indenture. For all purposes of this Agreement, in the performance of its duties and obligations hereunder (other than Successor Master Servicer), the Securities Administrator shall be afforded all of the rights, protections, immunities and indemnities provided it under the Indenture. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been accepted by HSBC Bank USA, National Association, not in its individual capacity but solely as Indenture Trustee, and in no event shall HSBC Bank USA, National Association, have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer.

Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, it is expressly understood by the parties hereto that (a) this Agreement has been executed and delivered by BNY Mellon U.S. Bank Trust of Delaware National Association, not in its individual capacity but solely in its capacity as Owner Trustee on behalf of the Issuing Entity Issuer, in the exercise of the powers and authority conferred and vested in it under it, pursuant to the Trust Agreement, (b) in no event shall BNY Mellon Trust each of Delaware in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entity have any liability for the representations, warranties, covenants, undertakings and agreements or other obligations herein made on the part of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto Issuer is made and intended not as such personal representations, warranties, covenants, undertakings and agreements or other obligations are by U.S. Bank Trust National Association but is made and intended and made for the purpose of binding only, and is only binding on, the Issuing EntityIssuer, (c) nothing herein contained shall be construed as creating any liability on the U.S. Bank Trust National Association, individually or personally or as Owner Trustee, in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entity, to perform any covenant either expressed or implied contained hereinherein of the Issuer, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) the Owner Trustee U.S. Bank Trust National Association has made no investigation and shall make no investigation as to the accuracy or completeness of any representations or and warranties made by the Issuing Entity Issuer in this Agreement and (e) under no circumstances shall the Owner Trustee U.S. Bank Trust National Association be personally liable for the payment of any indebtedness, indemnities or expenses of the Issuing Entity Issuer or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity Issuer under this Agreement or under the Notes or any other related documentdocuments or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuing EntityIssuer. For all the purposes of this Agreement, in the performance of its duties any duty or obligations hereunder or in the performance of any duties or obligations obligation on behalf of the Issuing Entity Issuer hereunder, the Owner Trustee shall be subject toentitled to all rights, protections, indemnities, and entitled to the benefits of, the terms and provisions of Article VI of immunities in the Trust Agreement.

Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, it is expressly understood by the parties hereto that (a) this Agreement has been executed and delivered by BNY Mellon Deutsche Bank Trust of Delaware Company Delaware, not in its individual capacity but solely in its capacity as Owner Trustee of the Issuing Entity in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) in no event shall BNY Mellon Trust each of Delaware in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entity have any liability for the representations, warranties, covenants, undertakings and agreements or other obligations herein made on the part of the Issuing Entity hereunder or in any of Owner Trustee and the certificates, notices or agreements delivered pursuant hereto Issuer is made and intended not as such personal representations, warranties, covenants, undertakings and agreements or other obligations are by Deutsche Bank Trust Company Delaware but is made and intended and made for the purpose of binding only, and is only binding on, the Issuing EntityIssuer, (c) nothing herein contained shall be construed as creating any liability on the Owner TrusteeDeutsche Bank Trust Company Delaware, in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entityindividually or personally, to perform any covenant either expressed or implied contained hereinherein of the Owner Trustee or the Issuer, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) the Owner Trustee Deutsche Bank Trust Company Delaware has made no investigation as to the accuracy or completeness of any representations or and warranties made by the Issuing Entity Owner Trustee or the Issuer in this Agreement and (e) under no circumstances shall the Owner Trustee Deutsche Bank Trust Company Delaware, be personally liable for the payment of any indebtedness, indemnities indebtedness or expenses of the Issuing Entity Owner Trustee or the Issuer or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity Owner Trustee or the Issuer under this Agreement or any other related document, as to all of which recourse shall be had solely to the assets of the Issuing Entitydocuments. For all the purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI Articles VI, VII and VIII of the Trust Agreement.. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, it is expressly understood by the parties hereto that (a) this Agreement instrument has been executed countersigned by BNY Mellon Trust of Delaware Wilmington Trust, National Association not in its individual capacity but solely in its capacity as Owner Trustee of the Issuing Entity in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) in no event shall BNY Mellon Trust of Delaware Wilmington Trust, National Association in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee or any beneficial owner of the Issuing Entity have any liability for the representations, warranties, covenants, agreements agreements, or other obligations of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto as such representations, warranties, covenants, agreements or other obligations are intended and made for the purpose of binding only, and is only binding on, the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Owner Trustee, in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entity, to perform any covenant either expressed or implied contained herein, (d) the Owner Trustee has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Agreement and (e) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness, indemnities or expenses of the Issuing Entity or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity under this Agreement or any related documenthereunder, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI Articles Six, Seven and Ten of the Trust Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers duly authorized as of the day and year first above written. NISSAN AUTO LEASING LLC II, as Depositor By: Name: Title: NISSAN AUTO LEASE TRUST 2017-B, as Transferee By: WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee By: Name: Title: In addition to the representations, warranties and covenants contained in the Trust SUBI Certificate Transfer Agreement, Nissan Auto Leasing LLC II, as depositor (the “Depositor”), hereby represents, warrants, and covenants to Nissan Auto Lease Trust 2017-B, as transferee (the “Transferee”), as follows on the Closing Date: 1. The Trust SUBI Certificate Transfer Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the 2017-B SUBI Certificate in favor of the Transferee, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Depositor. 2. The 2017-B SUBI Certificate constitutes a “general intangible,” “instrument,” “certificated security” or “tangible chattel paper,” within the meaning of the applicable UCC. 3. The Depositor owns and has good and marketable title to the 2017-B SUBI Certificate free and clear of any Liens, claim or encumbrance of any Person, excepting only liens for taxes, assessments or similar governmental charges or levies incurred in the ordinary course of business that are not yet due and payable or as to which any applicable grace period shall not have expired, or that are being contested in good faith by proper proceedings and for which adequate reserves have been established, but only so long as foreclosure with respect to such a lien is not imminent and the use and value of the property to which the Lien attaches is not impaired during the pendency of such proceeding. 4. The Depositor has received all consents and approvals to the sale of the 2017-B SUBI Certificate under the Trust SUBI Certificate Transfer Agreement to the Transferee required by the terms of the 2017-B SUBI Certificate to the extent that it constitutes an instrument or a payment intangible. 5. The Depositor has received all consents and approvals required by the terms of the 2017-B SUBI Certificate, to the extent that it constitutes a securities entitlement, certificated security or uncertificated security, to the transfer to the Transferee of its interest and rights in the 2017-B SUBI Certificate under the Trust SUBI Certificate Transfer Agreement. 6. The Depositor has caused or will have caused, within ten days after the effective date of the Trust SUBI Certificate Transfer Agreement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the sale of the 2017-B SUBI Certificate from the Depositor to the Transferee and the security interest in the 2017-B SUBI Certificate (to the extent such security interest can be perfected by the filing of a financing statement) granted to the Transferee under the Trust SUBI Certificate Transfer Agreement. 7. To the extent that the 2017-B SUBI Certificate constitutes an instrument or tangible chattel paper, all original executed copies of each such instrument or tangible chattel paper have been delivered to the Transferee. 8. Other than the transfer of the 2017-B SUBI Certificate from NILT Trust to the Depositor under the SUBI Certificate Transfer Agreement and from the Depositor to the Transferee under the Trust SUBI Certificate Transfer Agreement and the security interest granted to the Indenture Trustee pursuant to the Indenture, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the 2017-B SUBI Certificate. The Depositor has not authorized the filing of, nor is aware of, any financing statements against the Depositor that include a description of collateral covering the 2017-B SUBI Certificate other than any financing statement relating to any security interest granted pursuant to the Basic Documents or that has been terminated. 9. No instrument or tangible chattel paper that constitutes or evidences the 2017-B SUBI Certificate has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee.

Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, it is expressly understood by the parties hereto that (a) this Agreement instrument has been executed countersigned by BNY Mellon Trust of Delaware Wilmington Trust, National Association not in its individual capacity but solely in its capacity as Owner Trustee of the Issuing Entity in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) in no event shall BNY Mellon Trust of Delaware Wilmington Trust, National Association in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee or any beneficial owner of the Issuing Entity have any liability for the representations, warranties, covenants, agreements agreements, or other obligations of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto as such representations, warranties, covenants, agreements or other obligations are intended and made for the purpose of binding only, and is only binding on, the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Owner Trustee, in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entity, to perform any covenant either expressed or implied contained herein, (d) the Owner Trustee has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Agreement and (e) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness, indemnities or expenses of the Issuing Entity or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity under this Agreement or any related documenthereunder, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI Articles Six, Seven and Ten of the Trust Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers duly authorized as of the day and year first above written. as Depositor By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Treasurer NISSAN AUTO LEASE TRUST 2012-A, as Transferee By: WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Assistant Vice President In addition to the representations, warranties and covenants contained in the Trust SUBI Certificate Transfer Agreement, Nissan Auto Leasing LLC II, as depositor (the “Depositor”), hereby represents, warrants, and covenants to Nissan Auto Lease Trust 2012-A, as transferee (the “Transferee”), as follows on the Closing Date: 1. The Trust SUBI Certificate Transfer Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the 2012-A SUBI Certificate in favor of the Transferee, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Depositor. 2. The 2012-A SUBI Certificate constitutes a “general intangible,” “instrument,” “certificated security” or “tangible chattel paper,” within the meaning of the applicable UCC. 3. The Depositor owns and has good and marketable title to the 2012-A SUBI Certificate free and clear of any Liens, claim or encumbrance of any Person, excepting only liens for taxes, assessments or similar governmental charges or levies incurred in the ordinary course of business that are not yet due and payable or as to which any applicable grace period shall not have expired, or that are being contested in good faith by proper proceedings and for which adequate reserves have been established, but only so long as foreclosure with respect to such a lien is not imminent and the use and value of the property to which the Lien attaches is not impaired during the pendency of such proceeding. 4. The Depositor has received all consents and approvals to the sale of the 2012-A SUBI Certificate under the Trust SUBI Certificate Transfer Agreement to the Transferee required by the terms of the 2012-A SUBI Certificate to the extent that it constitutes an instrument or a payment intangible. 5. The Depositor has received all consents and approvals required by the terms of the 2012-A SUBI Certificate, to the extent that it constitutes a securities entitlement, certificated security or uncertificated security, to the transfer to the Transferee of its interest and rights in the 2012-A SUBI Certificate under the Trust SUBI Certificate Transfer Agreement. 6. The Depositor has caused or will have caused, within ten days after the effective date of the Trust SUBI Certificate Transfer Agreement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the sale of the 2012-A SUBI Certificate from the Depositor to the Transferee and the security interest in the 2012-A SUBI Certificate (to the extent such security interest can be perfected by the filing of a financing statement) granted to the Transferee under the Trust SUBI Certificate Transfer Agreement. 7. To the extent that the 2012-A SUBI Certificate constitutes an instrument or tangible chattel paper, all original executed copies of each such instrument or tangible chattel paper have been delivered to the Transferee. 8. Other than the transfer of the 2012-A SUBI Certificate from NILT Trust to the Depositor under the SUBI Certificate Transfer Agreement and from the Depositor to the Transferee under the Trust SUBI Certificate Transfer Agreement and the security interest granted to the Indenture Trustee pursuant to the Indenture, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the 2012-A SUBI Certificate. The Depositor has not authorized the filing of, nor is aware of, any financing statements against the Depositor that include a description of collateral covering the 2012-A SUBI Certificate other than any financing statement relating to any security interest granted pursuant to the Basic Documents or that has been terminated. 9. No instrument or tangible chattel paper that constitutes or evidences the 2012-A SUBI Certificate has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee.

Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, it is expressly understood by the parties hereto that (a) this Agreement instrument has been executed countersigned by BNY Mellon Trust of Delaware Wilmington Trust, National Association not in its individual capacity but solely in its capacity as Owner Trustee of the Issuing Entity in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) in no event shall BNY Mellon Trust of Delaware Wilmington Trust, National Association in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee or any beneficial owner of the Issuing Entity have any liability for the representations, warranties, covenants, agreements agreements, or other obligations of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto as such representations, warranties, covenants, agreements or other obligations are intended and made for the purpose of binding only, and is only binding on, the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Owner Trustee, in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entity, to perform any covenant either expressed or implied contained herein, (d) the Owner Trustee has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Agreement and (e) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness, indemnities or expenses of the Issuing Entity or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity under this Agreement or any related documenthereunder, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI Articles Six, Seven and Ten of the Trust Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers duly authorized as of the day and year first above written. as Depositor By: Name: Title: NISSAN AUTO LEASE TRUST 2012-A, as Transferee By: WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee By: Name: Title: In addition to the representations, warranties and covenants contained in the Trust SUBI Certificate Transfer Agreement, Nissan Auto Leasing LLC II, as depositor (the “Depositor”), hereby represents, warrants, and covenants to Nissan Auto Lease Trust 2012-A, as transferee (the “Transferee”), as follows on the Closing Date: 1. The Trust SUBI Certificate Transfer Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the 2012-A SUBI Certificate in favor of the Transferee, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Depositor. 2. The 2012-A SUBI Certificate constitutes a “general intangible,” “instrument,” “certificated security” or “tangible chattel paper,” within the meaning of the applicable UCC. 3. The Depositor owns and has good and marketable title to the 2012-A SUBI Certificate free and clear of any Liens, claim or encumbrance of any Person, excepting only liens for taxes, assessments or similar governmental charges or levies incurred in the ordinary course of business that are not yet due and payable or as to which any applicable grace period shall not have expired, or that are being contested in good faith by proper proceedings and for which adequate reserves have been established, but only so long as foreclosure with respect to such a lien is not imminent and the use and value of the property to which the Lien attaches is not impaired during the pendency of such proceeding. 4. The Depositor has received all consents and approvals to the sale of the 2012-A SUBI Certificate under the Trust SUBI Certificate Transfer Agreement to the Transferee required by the terms of the 2012-A SUBI Certificate to the extent that it constitutes an instrument or a payment intangible. 5. The Depositor has received all consents and approvals required by the terms of the 2012-A SUBI Certificate, to the extent that it constitutes a securities entitlement, certificated security or uncertificated security, to the transfer to the Transferee of its interest and rights in the 2012-A SUBI Certificate under the Trust SUBI Certificate Transfer Agreement. 6. The Depositor has caused or will have caused, within ten days after the effective date of the Trust SUBI Certificate Transfer Agreement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the sale of the 2012-A SUBI Certificate from the Depositor to the Transferee and the security interest in the 2012-A SUBI Certificate (to the extent such security interest can be perfected by the filing of a financing statement) granted to the Transferee under the Trust SUBI Certificate Transfer Agreement. 7. To the extent that the 2012-A SUBI Certificate constitutes an instrument or tangible chattel paper, all original executed copies of each such instrument or tangible chattel paper have been delivered to the Transferee. 8. Other than the transfer of the 2012-A SUBI Certificate from NILT Trust to the Depositor under the SUBI Certificate Transfer Agreement and from the Depositor to the Transferee under the Trust SUBI Certificate Transfer Agreement and the security interest granted to the Indenture Trustee pursuant to the Indenture, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the 2012-A SUBI Certificate. The Depositor has not authorized the filing of, nor is aware of, any financing statements against the Depositor that include a description of collateral covering the 2012-A SUBI Certificate other than any financing statement relating to any security interest granted pursuant to the Basic Documents or that has been terminated. 9. No instrument or tangible chattel paper that constitutes or evidences the 2012-A SUBI Certificate has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee.

Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, it is expressly understood by the parties hereto that (a) this Agreement instrument has been executed countersigned by BNY Mellon Trust of Delaware Wilmington Trust, National Association not in its individual capacity but solely in its capacity as Owner Trustee of the Issuing Entity in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) in no event shall BNY Mellon Trust of Delaware Wilmington Trust, National Association in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee or any beneficial owner of the Issuing Entity have any liability for the representations, warranties, covenants, agreements agreements, or other obligations of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto as such representations, warranties, covenants, agreements or other obligations are intended and made for the purpose of binding only, and is only binding on, the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Owner Trustee, in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entity, to perform any covenant either expressed or implied contained herein, (d) the Owner Trustee has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Agreement and (e) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness, indemnities or expenses of the Issuing Entity or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity under this Agreement or any related documenthereunder, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI Articles Six, Seven and Ten of the Trust Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers duly authorized as of the day and year first above written. as Depositor By: Name: Title: NISSAN AUTO LEASE TRUST 2015-A, as Transferee By: WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee By: Name: Title: In addition to the representations, warranties and covenants contained in the Trust SUBI Certificate Transfer Agreement, Nissan Auto Leasing LLC II, as depositor (the “Depositor”), hereby represents, warrants, and covenants to Nissan Auto Lease Trust 2015-A, as transferee (the “Transferee”), as follows on the Closing Date: 1. The Trust SUBI Certificate Transfer Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the 2015-A SUBI Certificate in favor of the Transferee, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Depositor. 2. The 2015-A SUBI Certificate constitutes a “general intangible,” “instrument,” “certificated security” or “tangible chattel paper,” within the meaning of the applicable UCC. 3. The Depositor owns and has good and marketable title to the 2015-A SUBI Certificate free and clear of any Liens, claim or encumbrance of any Person, excepting only liens for taxes, assessments or similar governmental charges or levies incurred in the ordinary course of business that are not yet due and payable or as to which any applicable grace period shall not have expired, or that are being contested in good faith by proper proceedings and for which adequate reserves have been established, but only so long as foreclosure with respect to such a lien is not imminent and the use and value of the property to which the Lien attaches is not impaired during the pendency of such proceeding. 4. The Depositor has received all consents and approvals to the sale of the 2015-A SUBI Certificate under the Trust SUBI Certificate Transfer Agreement to the Transferee required by the terms of the 2015-A SUBI Certificate to the extent that it constitutes an instrument or a payment intangible. 5. The Depositor has received all consents and approvals required by the terms of the 2015-A SUBI Certificate, to the extent that it constitutes a securities entitlement, certificated security or uncertificated security, to the transfer to the Transferee of its interest and rights in the 2015-A SUBI Certificate under the Trust SUBI Certificate Transfer Agreement. 6. The Depositor has caused or will have caused, within ten days after the effective date of the Trust SUBI Certificate Transfer Agreement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the sale of the 2015-A SUBI Certificate from the Depositor to the Transferee and the security interest in the 2015-A SUBI Certificate (to the extent such security interest can be perfected by the filing of a financing statement) granted to the Transferee under the Trust SUBI Certificate Transfer Agreement. 7. To the extent that the 2015-A SUBI Certificate constitutes an instrument or tangible chattel paper, all original executed copies of each such instrument or tangible chattel paper have been delivered to the Transferee. 8. Other than the transfer of the 2015-A SUBI Certificate from NILT Trust to the Depositor under the SUBI Certificate Transfer Agreement and from the Depositor to the Transferee under the Trust SUBI Certificate Transfer Agreement and the security interest granted to the Indenture Trustee pursuant to the Indenture, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the 2015-A SUBI Certificate. The Depositor has not authorized the filing of, nor is aware of, any financing statements against the Depositor that include a description of collateral covering the 2015-A SUBI Certificate other than any financing statement relating to any security interest granted pursuant to the Basic Documents or that has been terminated. 9. No instrument or tangible chattel paper that constitutes or evidences the 2015-A SUBI Certificate has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee.

Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, it is expressly understood by the parties hereto that (a) this Agreement instrument has been executed countersigned by BNY Mellon Trust of Delaware Wilmington Trust, National Association not in its individual capacity but solely in its capacity as Owner Trustee of the Issuing Entity in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) in no event shall BNY Mellon Trust of Delaware Wilmington Trust, National Association in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee or any beneficial owner of the Issuing Entity have any liability for the representations, warranties, covenants, agreements agreements, or other obligations of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto as such representations, warranties, covenants, agreements or other obligations are intended and made for the purpose of binding only, and is only binding on, the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Owner Trustee, in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entity, to perform any covenant either expressed or implied contained herein, (d) the Owner Trustee has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Agreement and (e) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness, indemnities or expenses of the Issuing Entity or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity under this Agreement or any related documenthereunder, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI Articles Six, Seven and Ten of the Trust Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers duly authorized as of the day and year first above written. NISSAN AUTO LEASING LLC II, as Depositor By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: President NISSAN AUTO LEASE TRUST 2015-B, as Transferee By: WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President In addition to the representations, warranties and covenants contained in the Trust SUBI Certificate Transfer Agreement, Nissan Auto Leasing LLC II, as depositor (the “Depositor”), hereby represents, warrants, and covenants to Nissan Auto Lease Trust 2015-B, as transferee (the “Transferee”), as follows on the Closing Date: 1. The Trust SUBI Certificate Transfer Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the 2015-B SUBI Certificate in favor of the Transferee, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Depositor. 2. The 2015-B SUBI Certificate constitutes a “general intangible,” “instrument,” “certificated security” or “tangible chattel paper,” within the meaning of the applicable UCC. 3. The Depositor owns and has good and marketable title to the 2015-B SUBI Certificate free and clear of any Liens, claim or encumbrance of any Person, excepting only liens for taxes, assessments or similar governmental charges or levies incurred in the ordinary course of business that are not yet due and payable or as to which any applicable grace period shall not have expired, or that are being contested in good faith by proper proceedings and for which adequate reserves have been established, but only so long as foreclosure with respect to such a lien is not imminent and the use and value of the property to which the Lien attaches is not impaired during the pendency of such proceeding. 4. The Depositor has received all consents and approvals to the sale of the 2015-B SUBI Certificate under the Trust SUBI Certificate Transfer Agreement to the Transferee required by the terms of the 2015-B SUBI Certificate to the extent that it constitutes an instrument or a payment intangible. 5. The Depositor has received all consents and approvals required by the terms of the 2015-B SUBI Certificate, to the extent that it constitutes a securities entitlement, certificated security or uncertificated security, to the transfer to the Transferee of its interest and rights in the 2015-B SUBI Certificate under the Trust SUBI Certificate Transfer Agreement. 6. The Depositor has caused or will have caused, within ten days after the effective date of the Trust SUBI Certificate Transfer Agreement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the sale of the 2015-B SUBI Certificate from the Depositor to the Transferee and the security interest in the 2015-B SUBI Certificate (to the extent such security interest can be perfected by the filing of a financing statement) granted to the Transferee under the Trust SUBI Certificate Transfer Agreement. 7. To the extent that the 2015-B SUBI Certificate constitutes an instrument or tangible chattel paper, all original executed copies of each such instrument or tangible chattel paper have been delivered to the Transferee. 8. Other than the transfer of the 2015-B SUBI Certificate from NILT Trust to the Depositor under the SUBI Certificate Transfer Agreement and from the Depositor to the Transferee under the Trust SUBI Certificate Transfer Agreement and the security interest granted to the Indenture Trustee pursuant to the Indenture, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the 2015-B SUBI Certificate. The Depositor has not authorized the filing of, nor is aware of, any financing statements against the Depositor that include a description of collateral covering the 2015-B SUBI Certificate other than any financing statement relating to any security interest granted pursuant to the Basic Documents or that has been terminated. 9. No instrument or tangible chattel paper that constitutes or evidences the 2015-B SUBI Certificate has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee.

Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, it is expressly understood by the parties hereto that (a) this Agreement instrument has been executed countersigned by BNY Mellon Trust of Delaware Wilmington Trust, National Association not in its individual capacity but solely in its capacity as Owner Trustee of the Issuing Entity in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) in no event shall BNY Mellon Trust of Delaware Wilmington Trust, National Association in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee or any beneficial owner of the Issuing Entity have any liability for the representations, warranties, covenants, agreements agreements, or other obligations of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto as such representations, warranties, covenants, agreements or other obligations are intended and made for the purpose of binding only, and is only binding on, the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Owner Trustee, in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entity, to perform any covenant either expressed or implied contained herein, (d) the Owner Trustee has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Agreement and (e) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness, indemnities or expenses of the Issuing Entity or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity under this Agreement or any related documenthereunder, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI Articles Six, Seven and Ten of the Trust Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers duly authorized as of the day and year first above written. as Depositor By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: President NISSAN AUTO LEASE TRUST 2015-A, as Transferee By: WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President In addition to the representations, warranties and covenants contained in the Trust SUBI Certificate Transfer Agreement, Nissan Auto Leasing LLC II, as depositor (the “Depositor”), hereby represents, warrants, and covenants to Nissan Auto Lease Trust 2015-A, as transferee (the “Transferee”), as follows on the Closing Date: 1. The Trust SUBI Certificate Transfer Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the 2015-A SUBI Certificate in favor of the Transferee, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Depositor. 2. The 2015-A SUBI Certificate constitutes a “general intangible,” “instrument,” “certificated security” or “tangible chattel paper,” within the meaning of the applicable UCC. 3. The Depositor owns and has good and marketable title to the 2015-A SUBI Certificate free and clear of any Liens, claim or encumbrance of any Person, excepting only liens for taxes, assessments or similar governmental charges or levies incurred in the ordinary course of business that are not yet due and payable or as to which any applicable grace period shall not have expired, or that are being contested in good faith by proper proceedings and for which adequate reserves have been established, but only so long as foreclosure with respect to such a lien is not imminent and the use and value of the property to which the Lien attaches is not impaired during the pendency of such proceeding. 4. The Depositor has received all consents and approvals to the sale of the 2015-A SUBI Certificate under the Trust SUBI Certificate Transfer Agreement to the Transferee required by the terms of the 2015-A SUBI Certificate to the extent that it constitutes an instrument or a payment intangible. 5. The Depositor has received all consents and approvals required by the terms of the 2015-A SUBI Certificate, to the extent that it constitutes a securities entitlement, certificated security or uncertificated security, to the transfer to the Transferee of its interest and rights in the 2015-A SUBI Certificate under the Trust SUBI Certificate Transfer Agreement. 6. The Depositor has caused or will have caused, within ten days after the effective date of the Trust SUBI Certificate Transfer Agreement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the sale of the 2015-A SUBI Certificate from the Depositor to the Transferee and the security interest in the 2015-A SUBI Certificate (to the extent such security interest can be perfected by the filing of a financing statement) granted to the Transferee under the Trust SUBI Certificate Transfer Agreement. 7. To the extent that the 2015-A SUBI Certificate constitutes an instrument or tangible chattel paper, all original executed copies of each such instrument or tangible chattel paper have been delivered to the Transferee. 8. Other than the transfer of the 2015-A SUBI Certificate from NILT Trust to the Depositor under the SUBI Certificate Transfer Agreement and from the Depositor to the Transferee under the Trust SUBI Certificate Transfer Agreement and the security interest granted to the Indenture Trustee pursuant to the Indenture, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the 2015-A SUBI Certificate. The Depositor has not authorized the filing of, nor is aware of, any financing statements against the Depositor that include a description of collateral covering the 2015-A SUBI Certificate other than any financing statement relating to any security interest granted pursuant to the Basic Documents or that has been terminated. 9. No instrument or tangible chattel paper that constitutes or evidences the 2015-A SUBI Certificate has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee.

Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, it is expressly understood by the parties hereto that (a) this Agreement instrument has been executed by BNY Mellon Trust of Delaware Wilmington Trust, National Association not in its individual capacity but solely in its capacity as Owner Trustee of the Issuing Entity in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) in no event shall BNY Mellon Trust of Delaware Wilmington Trust, National Association in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entity have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto as such representations, warranties, covenants, agreements or other obligations are intended and made for the purpose of binding only, and is only binding on, the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Owner Trustee, in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entity, to perform any covenant either expressed or implied contained herein, (d) the Owner Trustee has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Agreement and (e) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness, indemnities or expenses of the Issuing Entity or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity under this Agreement or any related documenthereunder, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee Issuing Entity shall be subject to, and entitled to the benefits of, the terms laws and provisions of Article VI Articles VI, VII and VIII of the Trust Agreement. No recourse under any obligation, covenant or agreement of the Issuing Entity contained in this Agreement shall be had against any agent, independent contractor, or other Person acting on behalf of the Issuing Entity (including the Administrator and the Owner Trustee) as such by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise: it being expressly agreed and understood that this agreement is solely an obligation of the Issuing Entity as a Delaware statutory trust, and that no personal liability whatever shall attach to or be incurred by any agent, independent contractor, or other Person acting on behalf of the Issuing Entity (including the Administrator and Owner Trustee), as such, under or by reason of any obligations, covenants or agreements of the Issuing Entity contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by the Issuing Entity of any of its obligations, covenants or agreements, either at common law or at equity, or by statute or construction, of every such agent, independent contractor, or Person is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.

Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, it is expressly understood by the parties hereto that (a) this Agreement instrument has been executed countersigned by BNY Mellon Trust of Delaware Wilmington Trust, National Association not in its individual capacity but solely in its capacity as Owner Trustee of the Issuing Entity in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) in no event shall BNY Mellon Trust of Delaware Wilmington Trust, National Association in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee or any beneficial owner of the Issuing Entity have any liability for the representations, warranties, covenants, agreements agreements, or other obligations of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto as such representations, warranties, covenants, agreements or other obligations are intended and made for the purpose of binding only, and is only binding on, the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Owner Trustee, in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entity, to perform any covenant either expressed or implied contained herein, (d) the Owner Trustee has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Agreement and (e) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness, indemnities or expenses of the Issuing Entity or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity under this Agreement or any related documenthereunder, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI Articles Six, Seven and Ten of the Trust Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers duly authorized as of the day and year first above written. NISSAN AUTO LEASING LLC II, as Depositor By: Name: Title: NISSAN AUTO LEASE TRUST 2014-B, as Transferee By: WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee By: Name: Title: In addition to the representations, warranties and covenants contained in the Trust SUBI Certificate Transfer Agreement, Nissan Auto Leasing LLC II, as depositor (the “Depositor”), hereby represents, warrants, and covenants to Nissan Auto Lease Trust 2014-B, as transferee (the “Transferee”), as follows on the Closing Date: 1. The Trust SUBI Certificate Transfer Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the 2014-B SUBI Certificate in favor of the Transferee, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Depositor. 2. The 2014-B SUBI Certificate constitutes a “general intangible,” “instrument,” “certificated security” or “tangible chattel paper,” within the meaning of the applicable UCC. 3. The Depositor owns and has good and marketable title to the 2014-B SUBI Certificate free and clear of any Liens, claim or encumbrance of any Person, excepting only liens for taxes, assessments or similar governmental charges or levies incurred in the ordinary course of business that are not yet due and payable or as to which any applicable grace period shall not have expired, or that are being contested in good faith by proper proceedings and for which adequate reserves have been established, but only so long as foreclosure with respect to such a lien is not imminent and the use and value of the property to which the Lien attaches is not impaired during the pendency of such proceeding. 4. The Depositor has received all consents and approvals to the sale of the 2014-B SUBI Certificate under the Trust SUBI Certificate Transfer Agreement to the Transferee required by the terms of the 2014-B SUBI Certificate to the extent that it constitutes an instrument or a payment intangible. 5. The Depositor has received all consents and approvals required by the terms of the 2014-B SUBI Certificate, to the extent that it constitutes a securities entitlement, certificated security or uncertificated security, to the transfer to the Transferee of its interest and rights in the 2014-B SUBI Certificate under the Trust SUBI Certificate Transfer Agreement. 6. The Depositor has caused or will have caused, within ten days after the effective date of the Trust SUBI Certificate Transfer Agreement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the sale of the 2014-B SUBI Certificate from the Depositor to the Transferee and the security interest in the 2014-B SUBI Certificate (to the extent such security interest can be perfected by the filing of a financing statement) granted to the Transferee under the Trust SUBI Certificate Transfer Agreement. 7. To the extent that the 2014-B SUBI Certificate constitutes an instrument or tangible chattel paper, all original executed copies of each such instrument or tangible chattel paper have been delivered to the Transferee. 8. Other than the transfer of the 2014-B SUBI Certificate from NILT Trust to the Depositor under the SUBI Certificate Transfer Agreement and from the Depositor to the Transferee under the Trust SUBI Certificate Transfer Agreement and the security interest granted to the Indenture Trustee pursuant to the Indenture, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the 2014-B SUBI Certificate. The Depositor has not authorized the filing of, nor is aware of, any financing statements against the Depositor that include a description of collateral covering the 2014-B SUBI Certificate other than any financing statement relating to any security interest granted pursuant to the Basic Documents or that has been terminated. 9. No instrument or tangible chattel paper that constitutes or evidences the 2014-B SUBI Certificate has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee.

Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, it is expressly understood by the parties hereto that (a) this Agreement instrument has been executed countersigned by BNY Mellon Trust of Delaware Wilmington Trust, National Association not in its individual capacity but solely in its capacity as Owner Trustee of the Issuing Entity in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) in no event shall BNY Mellon Trust of Delaware Wilmington Trust, National Association in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee or any beneficial owner of the Issuing Entity have any liability for the representations, warranties, covenants, agreements agreements, or other obligations of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto as such representations, warranties, covenants, agreements or other obligations are intended and made for the purpose of binding only, and is only binding on, the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Owner Trustee, in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entity, to perform any covenant either expressed or implied contained herein, (d) the Owner Trustee has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Agreement and (e) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness, indemnities or expenses of the Issuing Entity or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity under this Agreement or any related documenthereunder, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI Articles Six, Seven and Ten of the Trust Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers duly authorized as of the day and year first above written. as Depositor By: Name: Title: NISSAN AUTO LEASE TRUST 2013-A, as Transferee By: WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee By: Name: Title: In addition to the representations, warranties and covenants contained in the Trust SUBI Certificate Transfer Agreement, Nissan Auto Leasing LLC II, as depositor (the “Depositor”), hereby represents, warrants, and covenants to Nissan Auto Lease Trust 2013-A, as transferee (the “Transferee”), as follows on the Closing Date: 1. The Trust SUBI Certificate Transfer Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the 2013-A SUBI Certificate in favor of the Transferee, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Depositor. 2. The 2013-A SUBI Certificate constitutes a “general intangible,” “instrument,” “certificated security” or “tangible chattel paper,” within the meaning of the applicable UCC. 3. The Depositor owns and has good and marketable title to the 2013-A SUBI Certificate free and clear of any Liens, claim or encumbrance of any Person, excepting only liens for taxes, assessments or similar governmental charges or levies incurred in the ordinary course of business that are not yet due and payable or as to which any applicable grace period shall not have expired, or that are being contested in good faith by proper proceedings and for which adequate reserves have been established, but only so long as foreclosure with respect to such a lien is not imminent and the use and value of the property to which the Lien attaches is not impaired during the pendency of such proceeding. 4. The Depositor has received all consents and approvals to the sale of the 2013-A SUBI Certificate under the Trust SUBI Certificate Transfer Agreement to the Transferee required by the terms of the 2013-A SUBI Certificate to the extent that it constitutes an instrument or a payment intangible. 5. The Depositor has received all consents and approvals required by the terms of the 2013-A SUBI Certificate, to the extent that it constitutes a securities entitlement, certificated security or uncertificated security, to the transfer to the Transferee of its interest and rights in the 2013-A SUBI Certificate under the Trust SUBI Certificate Transfer Agreement. 6. The Depositor has caused or will have caused, within ten days after the effective date of the Trust SUBI Certificate Transfer Agreement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the sale of the 2013-A SUBI Certificate from the Depositor to the Transferee and the security interest in the 2013-A SUBI Certificate (to the extent such security interest can be perfected by the filing of a financing statement) granted to the Transferee under the Trust SUBI Certificate Transfer Agreement. 7. To the extent that the 2013-A SUBI Certificate constitutes an instrument or tangible chattel paper, all original executed copies of each such instrument or tangible chattel paper have been delivered to the Transferee. 8. Other than the transfer of the 2013-A SUBI Certificate from NILT Trust to the Depositor under the SUBI Certificate Transfer Agreement and from the Depositor to the Transferee under the Trust SUBI Certificate Transfer Agreement and the security interest granted to the Indenture Trustee pursuant to the Indenture, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the 2013-A SUBI Certificate. The Depositor has not authorized the filing of, nor is aware of, any financing statements against the Depositor that include a description of collateral covering the 2013-A SUBI Certificate other than any financing statement relating to any security interest granted pursuant to the Basic Documents or that has been terminated. 9. No instrument or tangible chattel paper that constitutes or evidences the 2013-A SUBI Certificate has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee.

Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, it is expressly understood by the parties hereto that (a) this Agreement has been executed by BNY Mellon Trust of Delaware [ ] not in its individual capacity but solely in its capacity as Owner Trustee of the Issuing Entity in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) in no event shall BNY Mellon Trust of Delaware [ ] in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entity have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto as such representations, warranties, covenants, agreements or other obligations are intended and made for the purpose of binding only, and is only binding on, the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Owner Trustee, in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entity, to perform any covenant either expressed or implied contained herein, (d) the Owner Trustee has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Agreement and (e) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness, indemnities or expenses of the Issuing Entity or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity under this Agreement or any related document, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreement.

Limitation of Liability of Owner Trustee. the Indenture Trustee and the Securities Administrator. (a) Notwithstanding anything contained herein to the contrary, it is expressly understood by the parties hereto that (a) this Agreement has been executed countersigned by BNY Mellon Trust of Delaware [____________________] not in its individual capacity but solely in its capacity as Owner Trustee of the Issuing Entity Issuer and [_____________________] not in the exercise of the powers its individual capacity but solely in its capacity as Securities Administrator, and authority conferred and vested in it under the Trust Agreement, (b) in no event shall BNY Mellon Trust of Delaware [_____________________] or [_____________________], in its their individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entity Issuer or as Securities Administrator respectively, have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto as such representations, warranties, covenants, agreements or other obligations are intended and made for the purpose of binding only, and is only binding on, the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Owner Trustee, in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entity, to perform any covenant either expressed or implied contained herein, (d) the Owner Trustee has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Agreement and (e) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness, indemnities or expenses of the Issuing Entity or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity under this Agreement or any related documenthereto, as to all of which recourse shall be had solely to the assets of the Issuing EntityIssuer. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuing Entity Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article Articles VI and VII of the Trust Agreement. For all purposes of this Agreement, in the performance of its duties and obligations hereunder (other than Successor Master Servicer), the Indenture Trustee shall be afforded all of the rights, protections, immunities and indemnities provided it under the Indenture. For all purposes of this Agreement, in the performance of its duties and obligations hereunder (other than Successor Master Servicer), the Securities Administrator shall be afforded all of the rights, protections, immunities and indemnities provided it under the Indenture. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been accepted by [_______________________], not in its individual capacity but solely as Indenture Trustee, and in no event shall [_______________________], have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer.

Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, it is expressly understood by the parties hereto that (a) this Agreement instrument has been executed countersigned by BNY Mellon Trust of Delaware Wilmington Trust, National Association not in its individual capacity but solely in its capacity as Owner Trustee of the Issuing Entity in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) in no event shall BNY Mellon Trust of Delaware Wilmington Trust, National Association in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee or any beneficial owner of the Issuing Entity have any liability for the representations, warranties, covenants, agreements agreements, or other obligations of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto as such representations, warranties, covenants, agreements or other obligations are intended and made for the purpose of binding only, and is only binding on, the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Owner Trustee, in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entity, to perform any covenant either expressed or implied contained herein, (d) the Owner Trustee has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Agreement and (e) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness, indemnities or expenses of the Issuing Entity or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity under this Agreement or any related documenthereunder, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI Articles Six, Seven and Ten of the Trust Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers duly authorized as of the day and year first above written. NISSAN AUTO LEASING LLC II, as Depositor By: Name: Title: NISSAN AUTO LEASE TRUST 2014-A, as Transferee By: WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee By: Name: Title: In addition to the representations, warranties and covenants contained in the Trust SUBI Certificate Transfer Agreement, Nissan Auto Leasing LLC II, as depositor (the “Depositor”), hereby represents, warrants, and covenants to Nissan Auto Lease Trust 2014-A, as transferee (the “Transferee”), as follows on the Closing Date: 1. The Trust SUBI Certificate Transfer Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the 2014-A SUBI Certificate in favor of the Transferee, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Depositor. 2. The 2014-A SUBI Certificate constitutes a “general intangible,” “instrument,” “certificated security” or “tangible chattel paper,” within the meaning of the applicable UCC. 3. The Depositor owns and has good and marketable title to the 2014-A SUBI Certificate free and clear of any Liens, claim or encumbrance of any Person, excepting only liens for taxes, assessments or similar governmental charges or levies incurred in the ordinary course of business that are not yet due and payable or as to which any applicable grace period shall not have expired, or that are being contested in good faith by proper proceedings and for which adequate reserves have been established, but only so long as foreclosure with respect to such a lien is not imminent and the use and value of the property to which the Lien attaches is not impaired during the pendency of such proceeding. 4. The Depositor has received all consents and approvals to the sale of the 2014-A SUBI Certificate under the Trust SUBI Certificate Transfer Agreement to the Transferee required by the terms of the 2014-A SUBI Certificate to the extent that it constitutes an instrument or a payment intangible. 5. The Depositor has received all consents and approvals required by the terms of the 2014-A SUBI Certificate, to the extent that it constitutes a securities entitlement, certificated security or uncertificated security, to the transfer to the Transferee of its interest and rights in the 2014-A SUBI Certificate under the Trust SUBI Certificate Transfer Agreement. 6. The Depositor has caused or will have caused, within ten days after the effective date of the Trust SUBI Certificate Transfer Agreement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the sale of the 2014-A SUBI Certificate from the Depositor to the Transferee and the security interest in the 2014-A SUBI Certificate (to the extent such security interest can be perfected by the filing of a financing statement) granted to the Transferee under the Trust SUBI Certificate Transfer Agreement. 7. To the extent that the 2014-A SUBI Certificate constitutes an instrument or tangible chattel paper, all original executed copies of each such instrument or tangible chattel paper have been delivered to the Transferee. 8. Other than the transfer of the 2014-A SUBI Certificate from NILT Trust to the Depositor under the SUBI Certificate Transfer Agreement and from the Depositor to the Transferee under the Trust SUBI Certificate Transfer Agreement and the security interest granted to the Indenture Trustee pursuant to the Indenture, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the 2014-A SUBI Certificate. The Depositor has not authorized the filing of, nor is aware of, any financing statements against the Depositor that include a description of collateral covering the 2014-A SUBI Certificate other than any financing statement relating to any security interest granted pursuant to the Basic Documents or that has been terminated. 9. No instrument or tangible chattel paper that constitutes or evidences the 2014-A SUBI Certificate has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee.

Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, it It is expressly understood and agreed by the parties hereto that (a) this Agreement has been document is executed and delivered by BNY Mellon Trust of Delaware Delaware, not in its individual capacity individually or personally, but solely in its capacity as Owner Trustee of the Issuing Entity Issuer in the exercise of the powers and authority conferred and vested in it under it, pursuant to the Trust Agreement, (b) in no event shall BNY Mellon Trust each of Delaware in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entity have any liability for the representations, warranties, covenants, undertakings and agreements or other obligations herein made on the part of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto Issuer is made and intended not as such personal representations, warranties, covenants, covenants undertakings and agreements or other obligations are by BNY Mellon Trust of Delaware but is made and intended and made for the purpose of binding only, and is only binding on, the Issuing EntityIssuer, (c) nothing herein contained shall be construed as creating any liability on the Owner TrusteeBNY Mellon Trust of Delaware, in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entityindividually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) the Owner Trustee BNY Mellon Trust of Delaware has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuing Entity Owner Trustee or the Issuer in this Agreement Indenture and (e) under no circumstances shall the Owner Trustee BNY Mellon Trust of Delaware be personally liable for the payment of any indebtedness, indemnities indebtedness or expenses of the Issuing Entity Issuer or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity Issuer under this Agreement Indenture or under the Notes or any related documentof the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust AgreementIssuer.

Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, it is expressly understood by the parties hereto that (a) this Agreement instrument has been executed countersigned by BNY Mellon Trust of Delaware Wilmington Trust, National Association not in its individual capacity but solely in its capacity as Owner Trustee of the Issuing Entity in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) in no event shall BNY Mellon Trust of Delaware Wilmington Trust, National Association in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee or any beneficial owner of the Issuing Entity have any liability for the representations, warranties, covenants, agreements agreements, or other obligations of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto as such representations, warranties, covenants, agreements or other obligations are intended and made for the purpose of binding only, and is only binding on, the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Owner Trustee, in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entity, to perform any covenant either expressed or implied contained herein, (d) the Owner Trustee has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Agreement and (e) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness, indemnities or expenses of the Issuing Entity or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity under this Agreement or any related documenthereunder, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI Articles Six, Seven and Ten of the Trust Agreement. 10 (NALT 2012-B Trust SUBI Certificate Transfer Agreement) IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers duly authorized as of the day and year first above written. NISSAN AUTO LEASING LLC II, as Depositor By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Treasurer NISSAN AUTO LEASE TRUST 2012-B, as Transferee By: WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Assistant Vice President S-1 (NALT 2012-B Trust SUBI Certificate Transfer Agreement) In addition to the representations, warranties and covenants contained in the Trust SUBI Certificate Transfer Agreement, Nissan Auto Leasing LLC II, as depositor (the “Depositor”), hereby represents, warrants, and covenants to Nissan Auto Lease Trust 2012-B, as transferee (the “Transferee”), as follows on the Closing Date: 1. The Trust SUBI Certificate Transfer Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the 2012-B SUBI Certificate in favor of the Transferee, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Depositor. 2. The 2012-B SUBI Certificate constitutes a “general intangible,” “instrument,” “certificated security” or “tangible chattel paper,” within the meaning of the applicable UCC. 3. The Depositor owns and has good and marketable title to the 2012-B SUBI Certificate free and clear of any Liens, claim or encumbrance of any Person, excepting only liens for taxes, assessments or similar governmental charges or levies incurred in the ordinary course of business that are not yet due and payable or as to which any applicable grace period shall not have expired, or that are being contested in good faith by proper proceedings and for which adequate reserves have been established, but only so long as foreclosure with respect to such a lien is not imminent and the use and value of the property to which the Lien attaches is not impaired during the pendency of such proceeding. 4. The Depositor has received all consents and approvals to the sale of the 2012-B SUBI Certificate under the Trust SUBI Certificate Transfer Agreement to the Transferee required by the terms of the 2012-B SUBI Certificate to the extent that it constitutes an instrument or a payment intangible. 5. The Depositor has received all consents and approvals required by the terms of the 2012-B SUBI Certificate, to the extent that it constitutes a securities entitlement, certificated security or uncertificated security, to the transfer to the Transferee of its interest and rights in the 2012-B SUBI Certificate under the Trust SUBI Certificate Transfer Agreement. 6. The Depositor has caused or will have caused, within ten days after the effective date of the Trust SUBI Certificate Transfer Agreement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the sale of the 2012-B SUBI Certificate from the Depositor to the Transferee and the security interest in the 2012-B SUBI Certificate (to the extent such security interest can be perfected by the filing of a financing statement) granted to the Transferee under the Trust SUBI Certificate Transfer Agreement. 7. To the extent that the 2012-B SUBI Certificate constitutes an instrument or tangible chattel paper, all original executed copies of each such instrument or tangible chattel paper have been delivered to the Transferee. 8. Other than the transfer of the 2012-B SUBI Certificate from NILT Trust to the Depositor under the SUBI Certificate Transfer Agreement and from the Depositor to the Transferee under the Trust SUBI Certificate Transfer Agreement and the security interest granted to the Indenture Trustee pursuant to the Indenture, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the 2012-B SUBI Certificate. The Depositor has not authorized the filing of, nor is aware of, any financing statements against the Depositor that include a description of collateral covering the 2012-B SUBI Certificate other than any financing statement relating to any security interest granted pursuant to the Basic Documents or that has been terminated. 9. No instrument or tangible chattel paper that constitutes or evidences the 2012-B SUBI Certificate has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee.

Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, it It is expressly understood and agreed by and among the parties hereto that (a) that, except as otherwise expressly provided in Section 3 hereof or therein, this Agreement has been Second Amendment is executed by BNY Mellon Wilmington Trust of Delaware Company, not in its individual capacity individually or personally but solely in its capacity as Owner Trustee of under the Issuing Entity Trust Agreement in the exercise of the powers power and authority conferred and vested in it under the Trust Agreementas such Trustee, (b) in no event shall BNY Mellon Trust that each and all of Delaware in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entity have any liability for the representations, warranties, covenants, undertakings and agreements herein or other obligations therein made on the part of the Issuing Entity hereunder Trustee or in any of the certificates, notices or agreements delivered pursuant hereto Borrower are intended not as such personal representations, warrantiesundertakings and agreements by Wilmington Trust Company, covenantsor for the purpose or with the intention of binding Wilmington Trust Company, agreements or other obligations personally, but are made and intended and made for the purpose of binding onlyonly the Trust Estate, and is only binding on, the Issuing Entity, (c) that nothing herein contained shall be construed as creating any liability on of Wilmington Trust Company, or any incorporator or any past, present or future subscriber to the Owner Trusteecapital stock of, in its individual capacity oror stockholder, except as expressly provided in the officer or director of Wilmington Trust Agreement, as Owner Trustee of the Issuing EntityCompany, to perform any covenant either expressed express or implied contained hereinherein or in the other Loan Documents to which the Trustee or the Borrower is a party, (d) the Owner Trustee has made no investigation and that so far as to the accuracy or completeness of Wilmington Trust Company is concerned, any representations or warranties made by the Issuing Entity in this Agreement and (e) under no circumstances Person shall the Owner Trustee be personally liable for the payment of any indebtedness, indemnities or expenses of the Issuing Entity or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity under this Agreement or any related document, as to all of which recourse shall be had look solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in Trust Estate for the performance of any duties obligation hereunder or obligations thereunder or under any of the Issuing Entity hereunderinstruments referred to herein or therein; provided, the Owner Trustee however, that nothing contained in this Section shall be subject toconstrued to limit in scope or substance the general corporate liability of Wilmington Trust Company, and entitled expressly provided (i) to the benefits of, the terms and provisions of Article VI of Certificate Holders under the Trust Agreement, (ii) in respect of those representations, warranties, agreements and covenants of Wilmington Trust Company expressly set forth in Section 3 hereof, or (iii) pursuant to the Trust Agreement, for the gross negligence or willful misconduct of Wilmington Trust Company or to exercise the same degree of care and skill as is customarily exercised by similar institutions in the receipt and disbursement of moneys actually received by it in accordance with terms of the Loan Documents under similar circumstances.

Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, it It is expressly understood and agreed by and among the parties hereto that (a) that, except as otherwise expressly provided in Section 3 hereof or therein, this Agreement has been First Amendment is executed by BNY Mellon Wilmington Trust of Delaware Company, not in its individual capacity individually or personally but solely in its capacity as Owner Trustee of under the Issuing Entity Trust Agreement in the exercise of the powers power and authority conferred and vested in it under the Trust Agreementas such Trustee, (b) in no event shall BNY Mellon Trust that each and all of Delaware in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entity have any liability for the representations, warranties, covenants, undertakings and agreements herein or other obligations therein made on the part of the Issuing Entity hereunder Trustee or in any of the certificates, notices or agreements delivered pursuant hereto Borrower are intended not as such personal representations, warrantiesundertakings and agreements by Wilmington Trust Company, covenantsor for the purpose or with the intention of binding Wilmington Trust Company, agreements or other obligations personally, but are made and intended and made for the purpose of binding onlyonly the Trust Estate, and is only binding on, the Issuing Entity, (c) that nothing herein contained shall be construed as creating any liability on of Wilmington Trust Company, or any incorporator or any past, present or future subscriber to the Owner Trusteecapital stock of, in its individual capacity oror stockholder, except as expressly provided in the officer or director of Wilmington Trust Agreement, as Owner Trustee of the Issuing EntityCompany, to perform any covenant either expressed express or implied contained hereinherein or in the other Loan Documents to which the Trustee or the Borrower is a party, (d) the Owner Trustee has made no investigation and that so far as to the accuracy or completeness of Wilmington Trust Company is concerned, any representations or warranties made by the Issuing Entity in this Agreement and (e) under no circumstances Person shall the Owner Trustee be personally liable for the payment of any indebtedness, indemnities or expenses of the Issuing Entity or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity under this Agreement or any related document, as to all of which recourse shall be had look solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in Trust Estate for the performance of any duties obligation hereunder or obligations thereunder or under any of the Issuing Entity hereunderinstruments referred to herein or therein; provided, the Owner Trustee however, that nothing contained in this Section shall be subject toconstrued to limit in scope or substance the general corporate liability of Wilmington Trust Company, and entitled expressly provided (i) to the benefits of, the terms and provisions of Article VI of Certificate Holders under the Trust Agreement, (ii) in respect of those representations, warranties, agreements and covenants of Wilmington Trust Company expressly set forth in Section 3 hereof, or (iii) pursuant to the Trust Agreement, for the gross negligence or willful misconduct of Wilmington Trust Company or to exercise the same degree of care and skill as is customarily exercised by similar institutions in the receipt and disbursement of moneys actually received by it in accordance with terms of the Loan Documents under similar circumstances.

Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, it is expressly understood by the parties hereto that (a) this Agreement instrument has been executed signed on behalf of the Issuer by BNY Mellon Trust of Delaware [Owner Trustee] not in its individual capacity but solely in its capacity as Owner Trustee of the Issuing Entity in the exercise of the powers Issuer and authority conferred and vested in it under the Trust Agreement, (b) in no event shall BNY Mellon Trust of Delaware will [Owner Trustee] in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee or any beneficial owner of the Issuing Entity Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto as such representations, warranties, covenants, agreements or other obligations are intended and made for the purpose of binding only, and is only binding on, the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Owner Trustee, in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entity, to perform any covenant either expressed or implied contained herein, (d) the Owner Trustee has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Agreement and (e) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness, indemnities or expenses of the Issuing Entity or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity under this Agreement or any related documentIssuer hereunder, as to all of which recourse shall may be had solely to the assets of the Issuing EntityIssuer. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuing Entity Issuer hereunder, the Owner Trustee shall be is subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreement. In Witness Whereof, the Transferor, the Issuer and the Servicer have caused this Transfer and Servicing Agreement to be duly executed by their respective duly authorized officers, all as of the day and year first above written. [Ford Credit Floorplan Corporation]/[Ford Credit Floorplan LLC], as Transferor By: Name: Title: Ford Credit Floorplan Master Owner Trust __, as Issuer By: [Owner Trustee], not in its individual capacity, but solely as Owner Trustee By: Name: Title: Ford Motor Credit Company LLC, as Servicer By: Name: Title: Acknowledged and Agreed with respect to the provisions of Section 6.02 [Back-up Servicer], as Back-up Servicer By: Name: Title: This Assignment No. ___ of Receivables in [Additional Accounts] [Interests in Other Floorplan Assets], dated as of _________, 20__, is by and among [Ford Credit Floorplan Corporation]/[Ford Credit Floorplan LLC], as Transferor, Ford Motor Credit Company LLC, as Servicer, and Ford Credit Floorplan Master Owner Trust __, as Issuer, pursuant to the Transfer and Servicing Agreement referred to below.

Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, it is expressly understood by the parties hereto that (a) this Agreement instrument has been executed countersigned by BNY Mellon Trust of Delaware Wilmington Trust, National Association not in its individual capacity but solely in its capacity as Owner Trustee of the Issuing Entity in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) in no event shall BNY Mellon Trust of Delaware Wilmington Trust, National Association in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee or any beneficial owner of the Issuing Entity have any liability for the representations, warranties, covenants, agreements agreements, or other obligations of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto as such representations, warranties, covenants, agreements or other obligations are intended and made for the purpose of binding only, and is only binding on, the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Owner Trustee, in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entity, to perform any covenant either expressed or implied contained herein, (d) the Owner Trustee has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Agreement and (e) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness, indemnities or expenses of the Issuing Entity or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity under this Agreement or any related documenthereunder, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI Articles Six, Seven and Ten of the Trust Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers duly authorized as of the day and year first above written. NISSAN AUTO LEASING LLC II, as Depositor By: Name: Title: NISSAN AUTO LEASE TRUST 2016-B, as Transferee By: WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee By: Name: Title: In addition to the representations, warranties and covenants contained in the Trust SUBI Certificate Transfer Agreement, Nissan Auto Leasing LLC II, as depositor (the “Depositor”), hereby represents, warrants, and covenants to Nissan Auto Lease Trust 2016-B, as transferee (the “Transferee”), as follows on the Closing Date: 1. The Trust SUBI Certificate Transfer Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the 2016-B SUBI Certificate in favor of the Transferee, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Depositor. 2. The 2016-B SUBI Certificate constitutes a “general intangible,” “instrument,” “certificated security” or “tangible chattel paper,” within the meaning of the applicable UCC. 3. The Depositor owns and has good and marketable title to the 2016-B SUBI Certificate free and clear of any Liens, claim or encumbrance of any Person, excepting only liens for taxes, assessments or similar governmental charges or levies incurred in the ordinary course of business that are not yet due and payable or as to which any applicable grace period shall not have expired, or that are being contested in good faith by proper proceedings and for which adequate reserves have been established, but only so long as foreclosure with respect to such a lien is not imminent and the use and value of the property to which the Lien attaches is not impaired during the pendency of such proceeding. 4. The Depositor has received all consents and approvals to the sale of the 2016-B SUBI Certificate under the Trust SUBI Certificate Transfer Agreement to the Transferee required by the terms of the 2016-B SUBI Certificate to the extent that it constitutes an instrument or a payment intangible. 5. The Depositor has received all consents and approvals required by the terms of the 2016-B SUBI Certificate, to the extent that it constitutes a securities entitlement, certificated security or uncertificated security, to the transfer to the Transferee of its interest and rights in the 2016-B SUBI Certificate under the Trust SUBI Certificate Transfer Agreement. 6. The Depositor has caused or will have caused, within ten days after the effective date of the Trust SUBI Certificate Transfer Agreement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the sale of the 2016-B SUBI Certificate from the Depositor to the Transferee and the security interest in the 2016-B SUBI Certificate (to the extent such security interest can be perfected by the filing of a financing statement) granted to the Transferee under the Trust SUBI Certificate Transfer Agreement. 7. To the extent that the 2016-B SUBI Certificate constitutes an instrument or tangible chattel paper, all original executed copies of each such instrument or tangible chattel paper have been delivered to the Transferee. 8. Other than the transfer of the 2016-B SUBI Certificate from NILT Trust to the Depositor under the SUBI Certificate Transfer Agreement and from the Depositor to the Transferee under the Trust SUBI Certificate Transfer Agreement and the security interest granted to the Indenture Trustee pursuant to the Indenture, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the 2016-B SUBI Certificate. The Depositor has not authorized the filing of, nor is aware of, any financing statements against the Depositor that include a description of collateral covering the 2016-B SUBI Certificate other than any financing statement relating to any security interest granted pursuant to the Basic Documents or that has been terminated. 9. No instrument or tangible chattel paper that constitutes or evidences the 2016-B SUBI Certificate has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee.

Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, it is expressly understood by the parties hereto that (a) this Agreement instrument has been executed by BNY Mellon Trust of Delaware Wilmington Trust, National Association not in its individual capacity but solely in its capacity as Owner Trustee of the Issuing Entity in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) in no event shall BNY Mellon Trust of Delaware Wilmington Trust, National Association in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entity have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto as such representations, warranties, covenants, agreements or other obligations are intended and made for the purpose of binding only, and is only binding on, the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Owner Trustee, in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entity, to perform any covenant either expressed or implied contained herein, (d) the Owner Trustee has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Agreement and (e) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness, indemnities or expenses of the Issuing Entity or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity under this Agreement or any related documenthereunder, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee Issuing Entity shall be subject to, and entitled to the benefits of, the terms laws and provisions of Article VI Articles VI, VII and VIII of the Trust Agreement. No recourse under any obligation, covenant or agreement of the Issuing Entity contained in this Agreement shall be had against any agent, independent contractor, or other Person acting on behalf of the Issuing Entity (including the Administrator and the Owner Trustee) as such by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise: it being expressly agreed and understood that this agreement is solely an obligation of the Issuing Entity as a Delaware statutory trust, and that no personal liability whatever shall attach to or be incurred by any agent, independent contractor, or other Person acting on behalf of the Issuing Entity (including the Administrator and Owner Trustee), as such, under or by reason of any obligations, covenants or agreements of the Issuing Entity contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by the Issuing Entity of Administration Agreement any of its obligations, covenants or agreements, either at common law or at equity, or by statute or construction, of every such agent, independent contractor, or Person is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.

Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, it is expressly understood by the parties hereto that (a) this Agreement instrument has been executed countersigned by BNY Mellon Trust of Delaware Wilmington Trust, National Association not in its individual capacity but solely in its capacity as Owner Trustee of the Issuing Entity in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) in no event shall BNY Mellon Trust of Delaware Wilmington Trust, National Association in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee or any beneficial owner of the Issuing Entity have any liability for the representations, warranties, covenants, agreements agreements, or other obligations of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto as such representations, warranties, covenants, agreements or other obligations are intended and made for the purpose of binding only, and is only binding on, the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on the Owner Trustee, in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entity, to perform any covenant either expressed or implied contained herein, (d) the Owner Trustee has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuing Entity in this Agreement and (e) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness, indemnities or expenses of the Issuing Entity or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity under this Agreement or any related documenthereunder, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI Articles Six, Seven and Ten of the Trust Agreement. 10 (NALT 2012-B Trust SUBI Certificate Transfer Agreement) IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers duly authorized as of the day and year first above written. NISSAN AUTO LEASING LLC II, as Depositor By: Name: Title: NISSAN AUTO LEASE TRUST 2012-B, as Transferee By: WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee By: Name: Title: In addition to the representations, warranties and covenants contained in the Trust SUBI Certificate Transfer Agreement, Nissan Auto Leasing LLC II, as depositor (the “Depositor”), hereby represents, warrants, and covenants to Nissan Auto Lease Trust 2012-B, as transferee (the “Transferee”), as follows on the Closing Date: 1. The Trust SUBI Certificate Transfer Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the 2012-B SUBI Certificate in favor of the Transferee, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Depositor. 2. The 2012-B SUBI Certificate constitutes a “general intangible,” “instrument,” “certificated security” or “tangible chattel paper,” within the meaning of the applicable UCC. 3. The Depositor owns and has good and marketable title to the 2012-B SUBI Certificate free and clear of any Liens, claim or encumbrance of any Person, excepting only liens for taxes, assessments or similar governmental charges or levies incurred in the ordinary course of business that are not yet due and payable or as to which any applicable grace period shall not have expired, or that are being contested in good faith by proper proceedings and for which adequate reserves have been established, but only so long as foreclosure with respect to such a lien is not imminent and the use and value of the property to which the Lien attaches is not impaired during the pendency of such proceeding. 4. The Depositor has received all consents and approvals to the sale of the 2012-B SUBI Certificate under the Trust SUBI Certificate Transfer Agreement to the Transferee required by the terms of the 2012-B SUBI Certificate to the extent that it constitutes an instrument or a payment intangible. 5. The Depositor has received all consents and approvals required by the terms of the 2012-B SUBI Certificate, to the extent that it constitutes a securities entitlement, certificated security or uncertificated security, to the transfer to the Transferee of its interest and rights in the 2012-B SUBI Certificate under the Trust SUBI Certificate Transfer Agreement. 6. The Depositor has caused or will have caused, within ten days after the effective date of the Trust SUBI Certificate Transfer Agreement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the sale of the 2012-B SUBI Certificate from the Depositor to the Transferee and the security interest in the 2012-B SUBI Certificate (to the extent such security interest can be perfected by the filing of a financing statement) granted to the Transferee under the Trust SUBI Certificate Transfer Agreement. 7. To the extent that the 2012-B SUBI Certificate constitutes an instrument or tangible chattel paper, all original executed copies of each such instrument or tangible chattel paper have been delivered to the Transferee. 8. Other than the transfer of the 2012-B SUBI Certificate from NILT Trust to the Depositor under the SUBI Certificate Transfer Agreement and from the Depositor to the Transferee under the Trust SUBI Certificate Transfer Agreement and the security interest granted to the Indenture Trustee pursuant to the Indenture, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the 2012-B SUBI Certificate. The Depositor has not authorized the filing of, nor is aware of, any financing statements against the Depositor that include a description of collateral covering the 2012-B SUBI Certificate other than any financing statement relating to any security interest granted pursuant to the Basic Documents or that has been terminated. 9. No instrument or tangible chattel paper that constitutes or evidences the 2012-B SUBI Certificate has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee.

Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, it It is expressly understood by the parties hereto that (ai) this Agreement Supplement has been executed by BNY Mellon U.S. Bank Trust of Delaware National Association, not in its individual capacity but solely in its capacity as Owner Trustee on behalf of the Issuing Entity, (ii) each of the representations, undertakings and agreements herein or therein made on the part of the Issuing Entity in the exercise of the powers is made and authority conferred intended not as a personal representation, undertaking or agreement by U.S. Bank Trust National Association but is made and vested in it under the Trust Agreement, (b) in no event shall BNY Mellon Trust of Delaware in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entity have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto as such representations, warranties, covenants, agreements or other obligations are intended and made for the purpose of binding only, and is only binding on, the Issuing Entity, (ciii) nothing herein contained shall be construed as creating any liability on the Owner TrusteeU.S. Bank Trust National Association, in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entityindividually or personally, to perform any covenant of the Issuing Entity either expressed or implied contained herein, (d) the Owner Trustee has made no investigation as to the accuracy or completeness of any representations or warranties made all such liability, if any, being expressly waived by the Issuing Entity in this Agreement parties hereto and by any Person claiming by, through or under the parties hereto, and (eiv) under no circumstances shall the Owner Trustee will U.S. Bank Trust National Association be personally liable for the payment of any indebtednessobligation, indemnities indebtedness or expenses of the Issuing Entity or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity under this Agreement or any related document, as to all of which recourse shall be had solely to the assets of the Issuing EntitySupplement. For all purposes of this AgreementIn addition, in no event shall the performance Owner Trustee have any responsibility to monitor compliance with or enforce compliance with the Regulation RR or other rules or regulations relating to risk retention. The Owner Trustee shall not be charged with knowledge of its duties such rules, nor shall it be liable to any noteholder, certificateholder, the Depositor, the Servicer or obligations hereunder other person for violation of such rules now or hereinafter in effect. The Owner Trustee shall not be required to monitor, initiate or conduct any proceedings to enforce the performance of any duties or obligations of the Issuing Entity hereunderTrust, the Depositor, the Servicer or any other person with respect to any breach of representation or warranty under any Basic Document and the Owner Trustee shall not have any duty to conduct any investigation as to the occurrence of any condition requiring the repurchase or substitution of any Receivable by any person pursuant to any Basic Document. For the avoidance of doubt, the Owner Trustee shall not be subject toresponsible to evaluate the qualifications of any mediator or arbitrator, or be personally liable for paying the fees or expenses of any mediation or arbitration initiated by a Requesting Party, and entitled under no circumstances shall the Owner Trustee be personally liable for any expenses allocated to the benefits of, the terms and provisions of Article VI of the Trust AgreementRequesting Party in any dispute resolution proceeding.