8-K

U.S. BANK NATIONAL ASSOCIATION,

not in its individual capacity, but solely as

Indenture Trustee

0001193125-19-301011.txt : 20191126 0001193125-19-301011.hdr.sgml : 20191126 20191126133633 ACCESSION NUMBER: 0001193125-19-301011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20191125 0001236416 0001540639 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20191126 DATE AS OF CHANGE: 20191126 ABS ASSET CLASS: Floorplan financings FILER: COMPANY DATA: COMPANY CONFORMED NAME: NISSAN WHOLESALE RECEIVABLES CORP II CENTRAL INDEX KEY: 0001236416 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 651184628 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-105666 FILM NUMBER: 191249491 BUSINESS ADDRESS: STREET 1: ONE NISSAN WAY, ROOM 5-124 CITY: FRANKLIN STATE: TN ZIP: 37067 BUSINESS PHONE: 6157251122 MAIL ADDRESS: STREET 1: ONE NISSAN WAY, ROOM 5-124 CITY: FRANKLIN STATE: TN ZIP: 37067 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NISSAN MASTER OWNER TRUST RECEIVABLES CENTRAL INDEX KEY: 0001236424 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 516538952 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-105666-01 FILM NUMBER: 191249492 BUSINESS ADDRESS: STREET 1: C/O NISSAN NORTH AMERICA, INC. STREET 2: ONE NISSAN WAY CITY: FRANKLIN STATE: TN ZIP: 37067 BUSINESS PHONE: 6157251667 MAIL ADDRESS: STREET 1: C/O NISSAN NORTH AMERICA, INC. STREET 2: ONE NISSAN WAY CITY: FRANKLIN STATE: TN ZIP: 37067 8-K 1 d838746d8k.htm 8-K 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 25, 2019

Nissan Master Owner Trust Receivables

(Exact name of Issuing Entity as specified in its charter)

Central Index Key Number: 0001236424

Nissan Wholesale Receivables Corporation II

(Exact name of Depositor as specified in its charter)

Central Index Key Number: 0001236416

Nissan Motor Acceptance Corporation

(Exact name of Issuing Sponsor as specified in its charter)

Central Index Key Number: 0001540639


Delaware	333-232228-01	51-6538952
(State or Other Jurisdiction of Incorporation of Issuing Entity)	(Commission File Number of Issuing Entity)	(IRS Employer Identification No. of Issuing Entity)

ONE NISSAN WAY ROOM 5-124 FRANKLIN, TENNESSEE		37067
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (615) 725-1122

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On November 25, 2019 (the “Closing Date”), Nissan Master Owner Trust Receivables (the “Issuing Entity”) and U.S. Bank National Association (the “Indenture Trustee”) entered into a Series 2019-B Indenture Supplement, (the “Indenture Supplement”), to the Amended and Restated Indenture, dated as of October 15, 2003 (the “Indenture”), by and between the Issuing Entity and the Indenture Trustee, pursuant to which the Issuing Entity issued the Series 2019-B Notes (the “Notes”). On the Closing Date, the Issuing Entity, as issuer, NMAC, as sponsor and servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer, entered into an Asset Representations Review Agreement, dated as of the Closing Date (the “Asset Representations Review Agreement”), relating to the review of certain representations relating to the receivables securing the Notes. The Notes, with an aggregate principal balance of $1,000,000,000, were sold pursuant to an Underwriting Agreement, dated November 19, 2019 (the “Underwriting Agreement”), by and among Nissan Wholesale Receivables Corporation II (“NWRC II”), Nissan Motor Acceptance Corporation (“NMAC”), the Issuing Entity and BofA Securities, Inc., on behalf of itself and as representative of Citigroup Global Markets Inc., Lloyds Securities Inc., MUFG Securities Americas Inc., HSBC Securities (USA) Inc., Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc. and TD Securities (USA) LLC (collectively, the “Underwriters”). The Notes have been registered pursuant to the Securities Act of 1933, as amended, under a Registration Statement on Form SF-3 (Commission File No. 333-232228), which was declared effective on June 28, 2019. The public offering of the Notes terminated on the Closing Date upon the sale of all of the Notes. The price to the public of the Notes was $1,000,000,000 (or 100.00000%).

During the period from the effective date of the Registration Statement through the current reporting period, the amount of expenses incurred in connection with the issuance and distribution of the Notes with respect to underwriting commissions and discounts was $2,200,000. After deducting the underwriting commission and discount described in the preceding sentence, the net offering proceeds of the Issuing Entity before expenses for the Notes are $997,800,000. Other expenses, including legal fees and other costs and expenses, are reasonably estimated to be $1,059,800 and net proceeds of the Issuing Entity, after deduction of expenses, are reasonably estimated to be $996,740,200 total proceeds. With respect to the payment of these other expenses and costs, all direct or indirect payments were made to persons other than persons who are (a) directors or officers of the Issuing Entity or (b) owners of 10 percent or more of any class of securities of the Issuing Entity.

The Issuing Entity will use the net proceeds from the sale of the Notes (i) to make the required initial deposit into the reserve account and (ii) to pay the remaining net proceeds to NWRC II as payment for the receivables transferred to the Issuing Entity. NWRC II, as the depositor, will use the proceeds to purchase receivables from NMAC and/or to repay indebtedness to NMAC incurred by NWRC II in connection with the prior purchase of receivables by NWRC II from NMAC. NMAC will use the portion of the proceeds paid to it for general corporate purposes.

ITEM 8.01 OTHER EVENTS

Attached as Exhibit 4.1 is the Indenture Supplement and as Exhibit 10.1 is the Asset Representations Review Agreement. Other relevant documents relating to the issuance of the Notes have been previously filed with the Securities and Exchange Commission.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a)	Not applicable.

(b)	Not applicable.

(c)	Not applicable.

(d)

Exhibits

The exhibit number corresponds with Item 601(a) of Regulation S-K.


Exhibit No.		Description

Exhibit 4.1		Series 2019-B Indenture Supplement, dated as of November 25, 2019, by and between Issuing Entity, as issuer, and the Indenture Trustee.

Exhibit 10.1		Asset Representations Review Agreement, dated as of November 25, 2019, by and between the Issuing Entity, as issuer, NMAC, as sponsor and servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


NISSAN WHOLESALE RECEIVABLES CORPORATION II

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


Name:		Douglas E. Gwin, Jr.


Title:		Assistant Treasurer

Date: November 26, 2019

EX-4.1 2 d838746dex41.htm EX-4.1 EX-4.1

Exhibit 4.1

NISSAN MASTER OWNER TRUST RECEIVABLES

Issuer

U.S. BANK NATIONAL ASSOCIATION

Indenture Trustee

SERIES 2019-B

INDENTURE SUPPLEMENT

Dated as of November 25, 2019

NISSAN MASTER OWNER TRUST RECEIVABLES,

SERIES 2019-B

TABLE OF CONTENTS


		Page
ARTICLE I	CREATION OF SERIES 2019-B NOTES		2

Section 1.01.	Designation		2

ARTICLE II	DEFINITIONS		2

Section 2.01.	Definition		2
Section 2.02.	Other Definitional Provisions		19
Section 2.03.	Registration of and Limitations on Transfer and Exchange of Notes		19
Section 2.04.	Definitive Notes		20

ARTICLE III	SERVICING FEE		21

Section 3.01.	Servicing Compensation		21

ARTICLE IV	RIGHTS OF SERIES 2019-B NOTEHOLDERS AND ALLOCATION AND APPLICATION OF COLLECTIONS		21

Section 4.01.	Collections and Allocations		21
Section 4.02.	Determination of Monthly Interest		24
Section 4.03.	Net Remittances		25
Section 4.04.	Application of Available Amounts on Deposit in the Collection Account, the Accumulation Account and Other Sources of Payment		25
Section 4.05.	Investor Charge-Offs		30
Section 4.06.	Reallocated Principal Collections		31
Section 4.07.	Excess Interest Amounts		31
Section 4.08.	Excess Principal Amounts		31
Section 4.09.	Series Nominal Liquidation Amount, Overcollateralization Amount and Invested Amount		31
Section 4.10.	Establishment of Accumulation Account		33
Section 4.11.	Accumulation Period		34
Section 4.12.	Establishment of Reserve Account		34
Section 4.13.	Determination of LIBOR; Alternative Benchmark Rate		36

ARTICLE V	DELIVERY OF SERIES 2019-B NOTES; DISTRIBUTIONS; REPORTS TO SERIES 2019-B NOTEHOLDERS		38

Section 5.01.	Delivery and Payment for Series 2019-B Notes		38
Section 5.02.	Distributions		38
Section 5.03.	Reports and Statements to Series 2019-B Noteholders		39
Section 5.04.	Tax Treatment		40
Section 5.05.	Information to be Provided by the Indenture Trustee		40
Section 5.06.	Tax Forms		40

-i-

TABLE OF CONTENTS

(continued)


		Page
ARTICLE VI	SERIES 2019-B EARLY AMORTIZATION EVENTS		40

Section 6.01.	Series 2019-B Early Amortization Events		40

ARTICLE VII	REDEMPTION OF SERIES 2019-B NOTES; SERIES FINAL MATURITY; FINAL DISTRIBUTIONS		43

Section 7.01.	Redemption of Series 2019-B Notes		43
Section 7.02.	Series Final Maturity		43
Section 7.03.	No Defeasance		44

ARTICLE VIII	MISCELLANEOUS PROVISIONS		44

Section 8.01.	Ratification of Agreement		44
Section 8.02.	Form of Delivery of Series 2019-B Notes		44
Section 8.03.	Notices		44
Section 8.04.	Amendments and Waivers		45
Section 8.05.	Counterparts		47
Section 8.06.	Governing Law		47
Section 8.07.	Effect of Headings and Table of Contents		47
Section 8.08.	Waiver of Jury Trial		47
Section 8.09.	Compliance with Regulation AB		47
Section 8.10.	Asset Representations Review		47
Section 8.11.	Dispute Resolution		49
Section 8.12.	Preservation of Information; Communications to Noteholders		52
Section 8.13.	No Obligation to Monitor		52

-ii-


EXHIBIT A		Form of Series 2019-B Note
EXHIBIT B		Form of Payment Date Statement
EXHIBIT C		Form of Authorized Officer Certificate
EXHIBIT D		Asset Repurchase Demand Activity Report

APPENDIX A		Regulation AB Representations, Warranties And Covenants

SERIES 2019-B INDENTURE SUPPLEMENT, dated as of November 25, 2019 (as amended, supplemented or otherwise modified from time to time, the “Indenture Supplement”), by and between NISSAN MASTER OWNER TRUST RECEIVABLES, a Delaware statutory trust, as issuer (the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States, as Indenture Trustee (the “Indenture Trustee”).

RECITALS

A. Section 2.12 of the Indenture provides, among other things, that the Issuer and the Indenture Trustee may at any time and from time to time enter into an Indenture Supplement to authorize the issuance by the Issuer of Notes in one or more Series.

B. The parties to this Indenture Supplement, by executing and delivering this Indenture Supplement, are providing for the creation of the Series 2019-B Notes and specifying the principal terms thereof.

In consideration of the mutual covenants and agreements contained in this Indenture Supplement, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

GRANTING CLAUSES

In addition to the Grant of the Indenture, the Issuer hereby Grants to the Indenture Trustee, for the exclusive benefit of the Holders of the Series 2019-B Notes, all of the Issuer’s right, title and interest (whether now owned or hereafter acquired) in, to and under:

(i) all Collections on the Receivables allocated to the Holders of the Series 2019-B Notes;

(ii) the Accumulation Account, the Reserve Account and all amounts on deposit therein from time to time; and

(iii) all present and future claims, demands, causes of action and choses in action regarding the foregoing and all payments on the foregoing and all proceeds of any nature whatsoever regarding the foregoing, including all proceeds of the voluntary or involuntary conversion thereof into cash or other liquid property and all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, general intangibles, goods, checks, deposit accounts, instruments, investment property, money, insurance proceeds, condemnation awards, rights to payment of any kind and other forms of obligations and receivables, instruments and other property that at any time constitute any part of or are included in the proceeds of the foregoing.

The foregoing Grants are made in trust to secure (a) the Issuer’s obligations under the Series 2019-B Notes equally and ratably without prejudice, priority, or distinction between any Series 2019-B Note and any other Series 2019-B Note, (b) the payment of all other sums payable under the Series 2019-B Notes, the Indenture and this Indenture Supplement and (c) the compliance with the terms and conditions of the Series 2019-B Notes, the Indenture and this Indenture Supplement, all as provided herein or therein.

The Indenture Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein required to the end that the interests of Series 2019-B Noteholders may be adequately protected.

ARTICLE I

CREATION OF SERIES 2019-B NOTES

Section 1.01. Designation.

(a) There is hereby created a Series of Notes to be issued by the Issuer on the Series 2019-B Issuance Date pursuant to the Indenture and this Indenture Supplement to be known as the “Nissan Master Owner Trust Receivables, Series 2019-B Notes” or the “Series 2019-B Notes.” The Series 2019-B Notes will be due and payable on the Series 2019-B Final Maturity Date.

(b) The Series 2019-B Notes will be included in Excess Interest Sharing Group One and in Excess Principal Sharing Group One. The Series 2019-B Notes shall not be subordinated to any other Series.

(c) The first Payment Date with respect to the Series 2019-B Notes shall be December 16, 2019. Interest will be calculated on the basis of the actual number of days in the related Interest Period and a year of 360 days.

(d) The Series 2019-B Notes are “Notes” and this Indenture Supplement is an “Indenture Supplement” for all purposes under the Indenture. If any provision of the Series 2019-B Notes or this Indenture Supplement conflicts with or is inconsistent with any provision of the Indenture, the provisions of the Series 2019-B Notes or this Indenture Supplement, as the case may be, control.

(e) Each term defined in Section 2.01 of this Indenture Supplement relates only to Series 2019-B and this Indenture Supplement and to no other Series or Indenture Supplement.

ARTICLE II

DEFINITIONS

Section 2.01. Definition.

Whenever used in this Indenture Supplement, the following words and phrases have the following meanings, and the definitions of such terms are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.

“Accumulation Account” has the meaning specified in Section 4.10(a).

“Accumulation Period” means, unless an Early Amortization Period shall have occurred prior thereto, the period commencing on the Accumulation Period Commencement Date and terminating on the earlier of (i) the close of business on the day immediately preceding the date on which an Early Amortization Period commences and (ii) the last day of the Collection Period preceding the Payment Date on which the Series 2019-B Outstanding Principal Amount is expected to be paid in full.

“Accumulation Period Commencement Date” means, the close of business on May 1, 2021 or such later date as is determined in accordance with Section 4.11.

“Accumulation Period Length” has the meaning specified in Section 4.11.

“Accumulation Shortfall” means (i) on the first Payment Date with respect to the Accumulation Period, zero and (ii) thereafter, on each Payment Date with respect to the Accumulation Period, the excess, if any of the Controlled Deposit Amount for the preceding Payment Date over all amounts deposited in the Accumulation Account pursuant to Section 4.04(d)(i) on such Payment Date.

“Additional Interest” has the meaning set forth in Section 4.02(c).

“Adjusted Pool Balance” means, as of any day in a Collection Period, the sum of the Pool Balance and amounts on deposit in the Excess Funding Account (determined after giving effect to amounts transferred to the Issuer on that date) on such day.

“Administrator” means Nissan Motor Acceptance Corporation, as administrator, and its successors and assigns.

“Alternate Rate Event” has the meaning specified in Section 4.13(a).

“Alternative Benchmark Rate” means, for any Interest Determination Date after the Sponsor has determined that an Alternative Rate Trigger and its related Alternative Benchmark Replacement Date have occurred, the first alternative set forth in the order below that can be determined by the Calculation Agent for such Interest Determination Date:

(i) Term SOFR;

(ii) the compounded average of the SOFRs for the applicable tenor (e.g., one month and disregarding business day adjustments), as calculated (x) using the methodology and calculation conventions established or recommended by the Federal Reserve Board or the Federal Reserve Bank of New York (or a committee officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York) and (y) if the compounded average cannot be determined in accordance with the foregoing clause (x), as determined by the Sponsor in its reasonable discretion, then using the methodology and calculation conventions selected by the Sponsor in its reasonable discretion;

(iii) the alternate rate of interest that has been selected or recommended by the Federal Reserve Board or the Federal Reserve Bank of New York (or a committee officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York) as the replacement for the then-current Benchmark for the applicable tenor (e.g., one-month, and disregarding business day adjustments) of the then-current Benchmark; and

(iv) the alternate rate of interest selected by the Sponsor in its reasonable discretion after consulting any source the Sponsor deems to be reasonable as a substitute for the then-current Benchmark for such Interest Determination Date.

“Alternative Benchmark Replacement Date” means:

(i) in the case of clause (i) or (ii) of the definition of “Alternative Rate Trigger”, the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or

(ii) in the case of clause (iii) or (iv) of the definition of “Alternative Rate Trigger” the date determined by the Calculation Agent.

For the avoidance of doubt, if the event giving rise to the Alternative Benchmark Replacement Date occurs on an Interest Determination Date, but earlier than the applicable reference time for that Alternative Benchmark Determination Date, the Alternative Benchmark Replacement Date will be deemed to have occurred prior to the applicable reference time for such determination.

“Alternative Rate Conforming Changes” means, in connection with any determination and calculation of the Alternative Benchmark Rate and the Benchmark Spread Adjustment, any adjustments to the day count, business day convention, the definition of business day, interest determination dates and any other related provisions and definitions or any other relevant methodology for calculating any alternative rate or any related technical, administrative or operational changes, in each case that, in the Sponsor’s reasonable discretion are not inconsistent with accepted market practice for asset-backed securities or securitization financing transactions or applicable regulatory or legislative action or guidance for the use of such alternative rate for securities such as the Series 2019-B Notes.

“Alternative Rate Trigger” means the occurrence of any of the following events:

(i) a public statement or publication of information is made by or on behalf of IBA, including by any regulatory authority having authority over IBA, announcing that (x) IBA has ceased or will cease to provide the LIBOR benchmark permanently or indefinitely or (y) LIBOR is no longer representative or may no longer be used; provided, that, at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR; or

(ii) a public statement or publication of information is made by any central bank, reserve bank, monetary authority or any similar institution (including any committee or working group thereof) announcing that (x) IBA has ceased or will cease to provide the LIBOR benchmark permanently or indefinitely or (y) LIBOR is no longer representative or may no longer be used; provided, that, at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR; or

(iii) the Sponsor has directed that an alternative benchmark rate be used in substitution for, or in lieu of, LIBOR for the calculation of interest on any floating rate asset-backed securities issued in an existing or future securitization transaction sponsored by the Sponsor; or

(iv) LIBOR is not published on the Designated LIBOR Page (or such other page as may replace the page on that service for the purpose of displaying the London interbank offered rate for one-month or three-month United States dollar deposits) for five consecutive London Business Days.

“Annex of Definitions” shall mean the Annex of Definitions attached to the Transfer and Servicing Agreement, as amended, supplemented or otherwise modified from time to time.

“Asset Review” shall have the meaning assigned to such term in the Asset Representations Review Agreement.

“Asset Representation Review Agreement” means the Asset Representations Review Agreement among the Issuer, Nissan Motor Acceptance Corporation, as Sponsor and Servicer, and Clayton Fixed Income Services LLC, as Asset Representations Reviewer, dated as of November 25, 2019.

“Asset Representations Reviewer” means Clayton Fixed Income Services LLC, or any successor Asset Representations Reviewer under the Asset Representations Review Agreement.

“Benchmark” means (a) initially, LIBOR and (b) if an Alternate Rate Event has occurred with respect to LIBOR or the then-current Benchmark, the applicable Alternative Benchmark Rate, plus the Benchmark Spread Adjustment.

“Benchmark Spread Adjustment” means, for any Interest Determination Date after the Sponsor has determined that an Alternative Rate Trigger and its related Alternative Benchmark Replacement Date have occurred, the first alternative set forth in the order below that can be determined by the Calculation Agent for such Interest Determination Date:

(i) the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) that has been selected, endorsed or recommended by the Federal Reserve Board or a Federal Reserve Bank (or a committee officially endorsed or convened by the Federal Reserve Board or a Federal Reserve Bank) for the Alternative Benchmark Rate;

(ii) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been used as the spread adjustment for the calculation of interest on any floating rate asset-backed securities issued in a securitization transaction sponsored by the Sponsor that calculates interest by reference to the Alternative Benchmark Rate; or

(iii) the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) that has been selected by the Sponsor in its reasonable discretion for the replacement of the then-current Benchmark for such Interest Determination Date.

“Benefit Plan Investor” means an “employee benefit plan” as defined in Section 3(3) of ERISA that is subject to Title I of ERISA, a “plan” as defined in and subject to Section 4975 of the Code, or any entity or account deemed to hold the “plan assets” of any of the foregoing pursuant to Section 3(42) of ERISA and 29 C.F.R. Section 2510.3-101.

“Calculation Agent” means, initially, the Indenture Trustee and, thereafter, any other Person designated by the Indenture Trustee to act in such capacity; provided, that after the occurrence of an Alternate Rate Event, the Calculation Agent will be the Administrator or any other person designated by the Administrator in such capacity.

“Cash Management Account” means one or more deposit, demand deposit or similar accounts or any securities account administered by NMAC, into which a Dealer may, from time to time, pursuant to a cash management agreement between NMAC and such Dealer, deposit funds for the purpose of reducing the balance on which interest accrues under the Floorplan Financing Agreement between NMAC and such Dealer.

“Cash Management Account Balance” means, at any time, the aggregate of all amounts on deposit in the Cash Management Account pursuant to the applicable cash management agreement between NMAC and a Dealer.

“Clearstream” means Clearstream Banking.

“Code” means the Internal Revenue Code of 1986.

“Collection Period” means, (i) with respect to the December 2019 Payment Date, the period commencing on (and including) November 1, 2019 and ending on (and including) November 30, 2019 and (ii) with respect to any other Payment Date, the calendar month preceding the month in which that Payment Date occurs.

“Controlled Accumulation Amount” means, for any Payment Date with respect to the Accumulation Period, $166,666,666.67; provided, however, that if the Accumulation Period Length is determined to be less than six months pursuant to Section 4.11, the Controlled Accumulation Amount for each Payment Date with respect to the Accumulation Period shall be equal to the quotient obtained by dividing (i) the Series 2019-B Initial Invested Amount by (ii) the Accumulation Period Length.

“Controlled Deposit Amount” means, for any Payment Date with respect to the Accumulation Period, an amount equal to the sum of the Controlled Accumulation Amount for such Payment Date and any Accumulation Shortfall existing on such Payment Date.

“Corporate Trust Office” means the office of the Indenture Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of the execution of the Indenture is located at: (i) for note transfer or surrender purposes, U.S. Bank National Association, 111 Fillmore Avenue, St. Paul, Minnesota 55107, Attention: Bondholder Services, and (ii) for all other purposes, 190 South LaSalle Street, 7th Floor, Chicago, Illinois 60603; or at such other address as the Indenture Trustee may designate from time to time by notice to the Noteholders and the Issuer, or the principal corporate trust office of any successor Indenture Trustee (the address of which the successor Indenture Trustee shall notify the Noteholders and the Issuer).

“Covered Amount” means, for any day on which amounts are on deposit in the Accumulation Account, an amount equal to the product of (i) a fraction, the numerator of which is 1 and the denominator of which is 360, (ii) the Note Interest Rate with respect to the Interest Period in which such day occurs and (iii) the sum of (x) the aggregate amount on deposit in the Accumulation Account, if any, on such day, and (y) the Series 2019-B Allocation Percentage of amounts on deposit in the Excess Funding Account on such day, if any, in each case, after giving effect to any deposit thereto on such day.

“Currency Swap Agreement” shall mean any currency swap agreement, entered into pursuant to Section 2.03 of the Trust Agreement and Section 5.08 of the Transfer and Servicing Agreement, including all schedules and confirmations thereto, entered into by the Issuer and the Currency Swap Counterparty, as the same may be amended, supplemented, renewed, extended or replaced from time to time.

“Currency Swap Counterparty” shall mean an unaffiliated third party, as currency swap counterparty under the Currency Swap Agreement, or any successor or replacement swap counterparty from time to time under the Currency Swap Agreement.

“Dealer Overconcentrations” means, for any Payment Date, with respect to the following Dealers or groups of affiliated Dealers, the sum of the following:

(A) the amount by which the aggregate balance of Principal Receivables due from the largest Dealer or group of Dealers which are Affiliates, less any amounts in the Cash Management Account relating to such Receivables, exceeds 10% of the Pool Balance, in each case, on the last day of the Collection Period immediately preceding such Payment Date;

(B) the amount by which the aggregate balance of Principal Receivables, less any amounts in the Cash Management Account relating to such Receivables, due from the second largest Dealer or group of Dealers which are Affiliates exceeds 4.00% of the Pool Balance, in each case, on the last day of the Collection Period immediately preceding such Payment Date;

(C) the amount by which the aggregate balance of Principal Receivables, less any amounts in the Cash Management Account relating to such Receivables, due from the third largest Dealer or group of Dealers which are Affiliates exceeds 3.50% of the Pool Balance, in each case, on the last day of the Collection Period immediately preceding such Payment Date;

(D) the amount by which the aggregate balance of Principal Receivables, less any amounts in the Cash Management Account relating to such Receivables, due from the fourth largest Dealer or group of Dealers which are Affiliates exceeds 3.25% of the Pool Balance, in each case, on the last day of the Collection Period immediately preceding such Payment Date;

(E) the amount by which the aggregate balance of Principal Receivables, less any amounts in the Cash Management Account relating to such Receivables, due from the fifth largest Dealer or group of Dealers which are Affiliates exceeds 2.50% of the Pool Balance, in each case, on the last day of the Collection Period immediately preceding such Payment Date; and

(F) the amount by which the aggregate balance of Principal Receivables, less any amounts in the Cash Management Account relating to such Receivables, due from any other Dealer or group of Dealers which are Affiliates exceeds 2.00% of the Pool Balance, in each case, on the last day of the Collection Period immediately preceding such Payment Date.

“Defaulted Amount” means, for any day in a Collection Period, an amount (which shall not be less than zero) equal to (a) the principal balance of Receivables (net of any amounts on deposit in the Cash Management Account with respect to such Receivables) that became Defaulted Receivables on such day, minus (b) the principal amount of any such Defaulted Receivables which are subject to reassignment to the Transferor in accordance with the terms of the Transfer and Servicing Agreement (except that if an Insolvency Event occurs with respect to the Transferor, the amount of such Defaulted Receivables that are subject to reassignment to the Transferor shall be zero); minus (c) the principal amount of any such Defaulted Receivables which are to be purchased by the Servicer in accordance with the terms of the Transfer and Servicing Agreement (except that if an Insolvency Event occurs with respect to the Servicer, the amount of such Defaulted Receivables that are subject to purchase by the Servicer shall be zero).

“Depository” means The Depository Trust Company or any successor appointed by the Issuer.

“Designated LIBOR Page” means the display on Reuters Screen, LIBOR01 Page or any successor service or any page as may replace the designated page on that service or any successor service that displays the London interbank rates of major banks for U.S. Dollars.

“Designated Standard” means generally accepted accounting principles or international financial reporting standards, as selected by NMAC.

“Determination Date” means, for any Payment Date, the day that is two Business Days before such Payment Date and is the date on which payments to Series 2019-B Noteholders are determined.

“Early Amortization Event” means any event deemed to be an Early Amortization Event pursuant to Section 6.01.

“Early Amortization Period” means a period beginning on the day on which an Early Amortization Event occurs and terminating on the earliest of (i) the last day of the Collection Period preceding the Payment Date on which the Series 2019-B Outstanding Principal Amount is to be paid in full, (ii) if the Early Amortization Period has commenced before the commencement of the Accumulation Period, the day on which the Revolving Period recommences under the circumstances described in the Indenture and in Section 6.01 and (iii) the Trust Termination Date.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“Excess Interest Amounts” means, with respect to Series 2019-B, for any Payment Date, the excess (if any) of (i) the Series 2019-B Investor Available Interest Amounts for such Payment Date over (ii) the full amount required to be paid, without duplication, pursuant to clauses (i) through (vi) of Section 4.04(a) on such Payment Date.

“Excess Interest Sharing Group One” means Series 2019-B and each other Series specified in the related Indenture Supplement to be included in Excess Interest Sharing Group One from which, or to which, Excess Interest Amounts (and comparable amounts with respect to each such other Series) may be allocated to cover shortfalls in payments or deposits of the other Series in Excess Interest Sharing Group One.

“Excess Principal Amounts” means, with respect to Series 2019-B, for any Payment Date, (i) during the Revolving Period, the Series 2019-B Investor Available Principal Amounts for the Collection Period related to such Payment Date remaining after application of Series 2019-B Investor Available Principal Amounts pursuant to clause (i) of Section 4.04(c), and (ii) during the Accumulation Period or the Early Amortization Period, the excess, if any, of (a) the Series 2019-B Investor Available Principal Amounts for the Collection Period related to such Payment Date over (b) the full amount required to be paid or deposited, without duplication, pursuant to clause (i) of Section 4.04(d) or clause (i) of Section 4.04(e) on such Payment Date.

“Excess Principal Sharing Group One” means Series 2019-B and each other Series specified in the related Indenture Supplement to be included in Excess Principal Sharing Group One from which, or to which, Excess Principal Amounts (and comparable amounts with respect to each such other Series) may be allocated to cover shortfalls in payments or deposits of the other Series in Excess Principal Sharing Group One.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date hereof (or any amended or successor provisions that are substantially similar), any current or future regulations or official interpretations thereunder or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code, any published intergovernmental agreement entered into in connection with the implementation the foregoing and any fiscal or regulatory legislation, rules or official practices adopted pursuant to such published intergovernmental agreement.

“FATCA Withholding Tax” means any withholding or deduction required pursuant to FATCA.

“Hired Rating Agency” means any nationally recognized statistical rating organization that is hired by the Sponsor to assign ratings on the Series 2019-B Notes and is then rating the Series 2019-B Notes.

“IBA” means ICE Benchmark Administration Limited, or any successor administrator of LIBOR.

“Incremental Overcollateralization Amount” means, on any Payment Date, the product obtained by multiplying (i) a fraction, the numerator of which is the Series 2019-B Invested Amount on such Payment Date before giving effect to distributions on such date, and the denominator of which is the Pool Balance as of the last day of the preceding Collection Period by (ii) the sum of:

(A) the aggregate principal amount of Ineligible Receivables, other than Ineligible Receivables that (I) became Defaulted Receivables during the preceding Collection Period or (II) are subject to reassignment from the Issuer;

(B) the Dealer Overconcentrations, other than the aggregate balance of Principal Receivables which comprise the Dealer Overconcentrations that (I) became Defaulted Receivables during the preceding Collection Period or (II) are subject to reassignment from the Issuer; and

(C) the amount by which the aggregate balance of Principal Receivables relating to Used Vehicles and Pre-Owned Vehicles less any amounts in the Cash Management Account relating to such Receivables exceeds 20% of the Pool Balance;

minus the reductions, and plus the reinstatements, in the Incremental Overcollateralization Amount as provided in Section 4.09. Each of clauses (A), (B) and (C) above shall be calculated on each Determination Date using balances and amounts as of the last day of the Collection Period preceding such Determination Date.

“Indenture” means the Indenture, dated as of July 24, 2003, between the Issuer and the Indenture Trustee, as amended and restated as of October 15, 2003 and as the same may be further amended, supplemented or otherwise modified from time to time.

“Instituting Noteholders” has the meaning specified in Section 8.10.

“Interest Deficiency” has the meaning specified in Section 4.02(c).

“Interest Determination Date” means, with respect to any Interest Period, (i) prior to the occurrence of any Alternate Rate Event, the day that is two London Business Days prior to the first day of such Interest Period (or if such day is not a Business Day, the next Business Day) and (ii) after the occurrence of an Alternate Rate Event, such other day as determined in accordance with the applicable Alternative Rate Conforming Changes.

“Interest Period” means, with respect to any Payment Date, the period from and including the Payment Date immediately preceding such Payment Date to but excluding such Payment Date (or, in the case of the first Payment Date, from and including the Series 2019-B Issuance Date to but excluding such Payment Date).

“Interest Shortfall” means, with respect to Series 2019-B for any Payment Date, the excess, if any, of (a) the full amount required to be paid, without duplication, pursuant to clauses (i) through (iv) of Section 4.04(a) on such Payment Date over (b) the Series 2019-B Investor Available Interest Amounts for such Payment Date.

“Investor Charge-Offs” has the meaning specified in Section 4.05.

“LIBOR” has the meaning specified in Section 4.13.

“London Business Day” means any day on which dealings in deposits in U.S. Dollars are transacted in the London interbank market.

“Managed Portfolio” means NMAC’s U.S. managed portfolio of Dealer accounts.

“Monthly Interest” has the meaning specified in Section 4.02(a).

“Monthly Payment Rate” means, with respect to any Collection Period, the percentage equivalent of a fraction, the numerator of which is the Principal Collections with respect to such Collection Period and the denominator of which is the average of the Pool Balance on the first and last day of such Collection Period.

“Monthly Servicing Fee” means, for any Payment Date, an amount equal to one-twelfth of the product of (a) the Servicing Fee Rate and (b) the arithmetic average of the Series 2019-B Nominal Liquidation Amount as of each day during the preceding Collection Period.

“Note Interest Rate” means, with respect to any Interest Period, a per annum rate equal to the Benchmark as determined on the related Interest Determination Date plus 0.43%; provided, however, if the sum of the Benchmark as determined on the related Interest Determination Date plus 0.43% is less than 0.00% for any Interest Period, then the Note Interest Rate for such Interest Period will be deemed to be 0.00%.

“Noteholder Direction” has the meaning specified in Section 8.10.

“Owner Trustee” means Wilmington Trust Company, as owner trustee, and its successors and assigns.

“Payment Date” means December 16, 2019 and the 15th day of each calendar month thereafter, or if such 15th day is not a Business Day, the next succeeding Business Day.

“Plan” means an “employee benefit plan” as defined in Section 3(3) of ERISA whether or not subject to Title I of ERISA, a “plan” as defined in Section 4975 of the Code, or any other plan, entity or account deemed to hold the “plan assets” of any of the foregoing.

“Primary Series 2019-B Overcollateralization Amount” means, as of any Payment Date, the Series 2019-B Overcollateralization Percentage of the Series 2019-B Initial Principal Amount on such date minus the reductions, and plus the reinstatements, in the Primary Series 2019-B Overcollateralization Amount as provided in Section 4.09.

“Principal Shortfall” means, with respect to Series 2019-B, (a) for any Payment Date with respect to the Revolving Period, zero, (b) for any Payment Date with respect to the Accumulation Period, the excess, if any, of the Controlled Deposit Amount with respect to such Payment Date over the amount of Series 2019-B Investor Available Principal Amounts for such Payment Date and (c) for any Payment Date with respect to the Early Amortization Period, the excess, if any, of the Series 2019-B Invested Amount over the amount of Series 2019-B Investor Available Principal Amounts for such Payment Date.

“Prospectus” means the final prospectus dated November 19, 2019, relating to the offering of the Series 2019-B Notes.

“Rating Agency” means, with respect to any series of Notes, any nationally recognized statistical rating organization that is hired by the Sponsor to assign ratings on such series of Notes and is then rating such series of Notes.

“Reallocated Principal Collections” means, with respect to any Payment Date, the amount of Series 2019-B Investor Available Principal Amounts reallocated in accordance with Section 4.06, which amount shall not exceed the Series 2019-B Overcollateralization Amount for such Payment Date (after giving effect to any changes therein on such Payment Date).

“Reassignment Amount” means, with respect to any Payment Date, after giving effect to any deposits and distributions otherwise to be made on such Payment Date, the sum of (a) the Series 2019-B Outstanding Principal Amount on such Payment Date, plus (b) Monthly Interest for such Payment Date and any Monthly Interest previously due but not distributed to the Series 2019-B Noteholders, plus (c) Additional Interest, if any, for such Payment Date and any Additional Interest previously due but not distributed to the Series 2019-B Noteholders on a prior Payment Date.

“Required Federal Income Tax Opinion” means, with respect to the Issuer as to any action, an opinion of counsel to the effect that, for federal income tax purposes (i) the action will not adversely affect the tax characterization as debt of the notes of any outstanding Series or Class issued by the Issuer that were characterized as debt at the time of their issuance, (ii) the action will not cause the Issuer to be treated as an association (or publicly traded partnership) taxable as a corporation and (iii) the action will not cause or constitute an event in which gain or loss would be recognized by any holder of notes of any outstanding Series or Class issued by the Issuer.

“Required Participation Amount” means the sum of (i) the sum, for each outstanding Series, of (x) the Required Participation Percentage for such Series multiplied by (y) the respective Invested Amount for such Series and (ii) the sum of the Required Overcollateralization Amounts of all outstanding Series.

“Required Participation Percentage” means, with respect to Series 2019-B, 100%; provided, however, that the Transferor may, in its sole discretion, increase this percentage; provided, however that if the Transferor voluntarily increases the Required Participation Percentage, then it may, in its sole discretion, upon ten days prior notice to the Indenture Trustee, subsequently decrease the Required Participation Percentage to 100% or higher, so long as the Rating Agency Condition shall have been satisfied with respect to the Series 2019-B Notes and any other outstanding and rated series or class of Notes.

“Required Series 2019-B Overcollateralization Amount” means, for any Payment Date, the sum of (a) the product of (i) the Series 2019-B Overcollateralization Percentage on such date and (ii) the Series 2019-B Initial Principal Amount and (b) the Incremental Overcollateralization Amount on such date.

“Reserve Account” has the meaning specified in Section 4.12(a).

“Reserve Account Initial Deposit” means $5,000,000.

“Retained Notes” means any Series 2019-B Notes retained in the initial offering thereof by the Transferor or NMAC or conveyed to an Affiliate.

“Review Notice” means the notice delivered by the Indenture Trustee in accordance with Section 8.10 to the Asset Representations Reviewer and the Servicer.

“Review Report” shall have the meaning assigned to such term in Section 3.5 of the Asset Representations Review Agreement.

“Review Satisfaction Date” means, with respect to any Asset Review, the first date on which (a) the Status Percentage for any Payment Date exceeds the Status Trigger and (b) a Noteholder Direction with respect to such Asset Review has occurred.

“Revolving Period” means the period beginning on the Series 2019-B Issuance Date and terminating on the earlier of (i) the close of business on the day immediately preceding the date on which an Early Amortization Period commences and (ii) the close of business on the day immediately preceding the date on which the Accumulation Period commences; provided, however, that so long as the Accumulation Period has not commenced, the Revolving Period may recommence if an Early Amortization Event has been terminated as provided in Section 6.01.

“Series 2019-B” means the Series of Notes, the terms of which are specified in this Indenture Supplement.

“Series 2019-B Allocable Defaulted Amounts” means, for any day in a Collection Period, the product of (a) the Series 2019-B Allocation Percentage for such day and (b) the Defaulted Amounts processed on such day.

“Series 2019-B Allocable Interest Collections” means, for any day in a Collection Period, the product of (a) the Series 2019-B Allocation Percentage for such day and (b) Interest Collections as to which such day is the Date of Processing for such Interest Collections.

“Series 2019-B Allocable Principal Collections” means, for any day in a Collection Period, the product of (a) the Series 2019-B Allocation Percentage for such day and (b) Principal Collections as to which such day is the Date of Processing for such Principal Collections.

“Series 2019-B Allocation Percentage” means, for any day in a Collection Period, the percentage equivalent, which shall never exceed 100%, of a fraction, the numerator of which is the Series 2019-B Nominal Liquidation Amount for such day (or with respect to any day in the November 2019 Collection Period, the Series 2019-B Nominal Liquidation Amount as of the Series 2019-B Issuance Date) and the denominator of which is the sum of the Series Nominal Liquidation Amounts for all outstanding Series of Notes (including Series 2019-B) for such day (or with respect to any day in the November 2019 Collection Period, the sum of the Series Nominal Liquidation Amounts for all outstanding Series of Notes (including Series 2019-B) as of the Series 2019-B Issuance Date (after giving effect to the application of proceeds from the issuance of the Series 2019-B Notes)). Notwithstanding the foregoing, during any day in a Collection Period in which there is an Early Amortization Event or during the Accumulation Period, the Series 2019-B Nominal Liquidation Amount and Trust Nominal Liquidation Amount with respect to such Series shall be as of the last day of the preceding Collection Period.

“Series 2019-B Cut-off Date” means October 31, 2019.

“Series 2019-B Expected Final Payment Date” means the Payment Date occurring on November 15, 2021.

“Series 2019-B Final Maturity Date” means November 15, 2023.

“Series 2019-B Fixed Allocation Percentage” means, for any day during a Collection Period or portion thereof occurring after the end of the Revolving Period, the percentage equivalent (not to exceed 100%) of a fraction, the numerator of which is the Series 2019-B Nominal Liquidation Amount as of the close of business on the last day of the Revolving Period and the denominator of which is the product of (i) the Series 2019-B Allocation Percentage for such day in the Collection Period and (ii) the Pool Balance as of the last day of the proceeding Collection Period.

“Series 2019-B Floating Allocation Percentage” means, for any day during a Collection Period, the percentage equivalent (not to exceed 100%) of a fraction, the numerator of which is the Series 2019-B Nominal Liquidation Amount for such day (or with respect to any day in the November 2019 Collection Period, the Series 2019-B Nominal Liquidation Amount as of the Series 2019-B Issuance Date) and the denominator of which is the product of (i) the Series 2019-B Allocation Percentage for such day and (ii) the Pool Balance as of the last day of the proceeding Collection Period. Notwithstanding the foregoing, during any day in a Collection Period in which there is an Early Amortization Event or during the Accumulation Period, the Series 2019-B Nominal Liquidation Amount shall be as of the last day of the preceding Collection Period.

“Series 2019-B Initial Invested Amount” means $1,000,000,000.

“Series 2019-B Initial Principal Amount” means $1,000,000,000.

“Series 2019-B Invested Amount” means, as of any day during a Collection Period, an amount equal to the Series 2019-B Initial Invested Amount minus the reductions, and plus the reinstatements and increases, if any, in the Series 2019-B Invested Amount as provided in Section 4.09.

“Series 2019-B Invested Amount Deficit” means, as of any Payment Date, the amount, if any, by which (i) the Series 2019-B Outstanding Principal Amount on such date less the amount (other than investment earnings), if any, on deposit in the Accumulation Account on such date and the Series 2019-B Allocation Percentage for such date of amounts (other than investment earnings), if any, on deposit in the Excess Funding Account on such date, exceeds (ii) the Series 2019-B Invested Amount on such date.

“Series 2019-B Investor Available Interest Amounts” means, with respect to any Collection Period, an amount equal to (a) the sum of, for each day during such Collection Period, the product of the Series 2019-B Floating Allocation Percentage for such day and the Series 2019-B Allocable Interest Collections for such day, plus (b) all net investment earnings on amounts (if any) on deposit in the Accumulation Account and the Reserve Account, plus (c) the sum of, for each day during such Collection Period, the product of the Series 2019-B Allocation Percentage for such day and all net investment earnings on amounts (if any) on deposit in the Collection Account and the Excess Funding Account on such day, plus (d) Reallocated Principal Collections for the Payment Date following such Collection Period, plus (e) the aggregate amount of funds, if any, which pursuant to the last sentence of Section 4.01(d) are required to be included in Series 2019-B Investor Available Interest Amounts with respect to the Payment Date following such Collection Period, plus, (f) the amount, if any, of collections of Interest Receivables as to which the Date of Processing occurs in the Collection Period following such Collection Period (but prior to the Payment Date following such Collection Period) which the Issuer instructs the Servicer to include in Series 2019-B Investor Available Interest Amounts for such Collection Period (but in no event to exceed the product of (i) the Series 2019-B Series Allocation Percentage, (ii) the Series 2019-B Floating Allocation Percentage and (iii) the amount of such collections of Interest Receivables), minus (g) the amount, if any, which the Issuer instructed the Servicer pursuant to preceding clause (f) to include in Series 2019-B Investor Available Interest Amounts with respect to the Collection Period immediately preceding such Collection Period.

“Series 2019-B Investor Available Principal Amounts” means, with respect to any Collection Period, an amount equal to (a) the sum of, for each day during such Collection Period, the product of the Series 2019-B Allocable Principal Collections on such day and (i) during the Revolving Period, the Series 2019-B Floating Allocation Percentage for such day or (ii) after the Revolving Period, the Series 2019-B Fixed Allocation Percentage for such day, plus (b) the amount of Series 2019-B Investor Available Interest Amounts treated as Series 2019-B Investor Available Principal Amounts on the Payment Date following such Collection Period to cover Series 2019-B Investor Defaulted Amounts and to reimburse the Series 2019-B Nominal Liquidation Amount Deficit, plus (c) the amount of Series 2019-B Investor Available Interest Amounts treated as Series 2019-B Investor Available Principal Amounts on each Payment Date on and after the occurrence of an Event of Default and a declaration that all Series 2019-B Notes are immediately due and payable pursuant to Section 5.03(a) of the Indenture, minus (d) Reallocated Principal Collections for such Collection Period.

“Series 2019-B Investor Defaulted Amounts” means, with respect to any Collection Period, an amount equal to the sum of, for each day during such Collection Period, the product of the Series 2019-B Floating Allocation Percentage on such day and the Series 2019-B Allocable Defaulted Amounts on such day.

“Series 2019-B Issuance Date” means November 25, 2019.

“Series 2019-B Nominal Liquidation Amount” means, for any day in a Collection Period, the sum of (i) the Series 2019-B Invested Amount on such day and (ii) the Series 2019-B Overcollateralization Amount as of the Payment Date on or preceding such day (but, in no event, less than zero), in each case, after giving effect to the allocations, distributions, withdrawals and deposits to be made on such day.

“Series 2019-B Nominal Liquidation Amount Deficit” means as of any Payment Date, the sum of (i) the Series 2019-B Invested Amount Deficit and (ii) the Series 2019-B Overcollateralization Amount Deficit.

“Series 2019-B Noteholder” means the Person in whose name a Series 2019-B Note is registered in the Note Register.

“Series 2019-B Noteholders’ Collateral” means the Noteholders’ Collateral for Series 2019-B.

“Series 2019-B Notes” means any one of the Notes executed by the Issuer and authenticated by or on behalf of the Indenture Trustee, substantially in the form of Exhibit A.

“Series 2019-B Note Owner” means, with respect to a Book-Entry Note, any Person who is the beneficial owner of such Book-Entry Note, as reflected on the books of the Clearing Agency or on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency).

“Series 2019-B Outstanding Principal Amount” means, with respect to any date, an amount equal to (a) the Series 2019-B Initial Principal Amount minus (b) the aggregate amount of any principal payments made to the Series 2019-B Noteholders before such date.

“Series 2019-B Overcollateralization Amount” means the sum of (i) the Primary Series 2019-B Overcollateralization Amount and (ii) the Incremental Overcollateralization Amount.

“Series 2019-B Overcollateralization Amount Deficit” means, as of any Payment Date, the amount, if any, by which (x) the aggregate amount of reductions of the Series 2019-B Overcollateralization Amount due to Investor Charge-Offs and Reallocated Principal Collections as provided in Section 4.09(b) through such date exceeds (y) the aggregate amount of reimbursements of such reallocations and reductions as provided in Section 4.09(c) through such date.

“Series 2019-B Overcollateralization Percentage” means 22.70%, provided, however, that (i) the Transferor may, in its sole discretion, increase this percentage, provided, however, that if the Transferor voluntarily increases the Series 2019-B Overcollateralization Percentage, then it may, in its sole discretion, upon ten days prior notice to the Indenture Trustee, subsequently decrease the Series 2019-B Overcollateralization Percentage to 22.70% or higher so long as the Rating Agency Condition shall have been satisfied with respect to the Series 2019-B Notes and any other outstanding and rated series or class of Notes, and (ii) this percentage will increase to 26.58% if the average of the Monthly Payment Rates for the three preceding Collection Periods is less than 35% and this percentage will further increase to 30.72% if the average of the Monthly Payment Rates for the three preceding Collection Periods is less than 30% provided, further, however, that if this overcollateralization percentage is increased pursuant to this clause, and the average of the Monthly Payment Rates for the three preceding Collection Periods subsequently increases to more than 30%, but less than 35%, then the overcollateralization percentage shall decrease to 26.58%, and if this overcollateralization percentage is further increased pursuant to this clause, and the average of the Monthly Payment Rates for the three preceding Collection Periods further increases to more than 35%, then the overcollateralization percentage shall decrease to 22.70%.

“Servicer” means Nissan Motor Acceptance Corporation, as servicer, and its successors and assigns.

“Servicing Fee Rate” means 1.0% per annum or such lesser percentage as may be specified by the Servicer in an Officer’s Certificate delivered to the Indenture Trustee stating that, in the reasonable belief of the Servicer, such change in percentage will not result in a Significant Adverse Effect.

“Shared Excess Interest Amounts” means, for any Payment Date, for each Series in Excess Interest Sharing Group One, the sum of the Excess Interest Amounts for each of those Series.

“Shared Excess Principal Amounts” means, for any Payment Date, for each Series in Excess Principal Sharing Group One, the sum of the Excess Principal Amounts for each of those Series.

“Similar Law” means any law that is similar to the fiduciary and prohibited transaction provisions of ERISA or Section 4975 of the Code.

“SOFR” means, with respect to any date of determination, the secured overnight financing rate for the applicable tenor published on such date by the Federal Reserve Bank of New York (or any successor administrator of the benchmark rate).

“Specified Reserve Account Balance” means with respect to any Payment Date, an amount equal to the product of 0.50% and the Series 2019-B Initial Invested Amount.

“Sponsor” means Nissan Motor Acceptance Corporation, as sponsor.

“Status Percentage” means, with respect to each Payment Date and the related Collection Period, an amount equal to the ratio (expressed as a percentage) of (i) the aggregate principal balance of Status Receivables in the Managed Portfolio as of the last day of that Collection Period to (ii) the aggregate principal balance of all Receivables in the Managed Portfolio as of the last day of that Collection Period.

“Status Receivables” means, as of any date of determination, all Receivables owing under Accounts related to Dealers that the Servicer has classified as “Status” in accordance with the Floorplan Financing Guidelines, as reflected on the Servicer’s records as of such date of determination.

“Status Trigger” means, for any Determination Date and the related Collection Period, 10.20%.

“Subject Assets” means, with respect to any Asset Review, all Status Receivables owned by the Issuer as of the end of the Collection Period immediately preceding the related Review Satisfaction Date.

“Tax Information” means information and/or properly completed and signed tax certifications sufficient to eliminate the imposition of or to determine the amount of any withholding of tax, including FATCA Withholding Tax.

“Tax Retained Notes” if any, means any Notes while held by the Issuer for federal income tax purposes or an entity which for federal income tax purposes is considered the same Person as the Issuer.

“Term SOFR” means, the forward-looking term rate for the applicable tenor (e.g., one-month, and disregarding business day adjustments) based on SOFR that has been selected or recommended by the Federal Reserve Board or the Federal Reserve Bank of New York (or a committee officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York).

“Trust Agreement” means the Trust Agreement, dated as of May 13, 2003 between the Transferor and the Owner Trustee, pursuant to which the Issuer was formed, as amended and restated as of July 24, 2003, as further amended and restated as of October 15, 2003, and as the same may be further amended, supplemented or otherwise modified from time to time.

“Underwriters” is defined in the Underwriting Agreement.

“Underwriting Agreement” means that certain underwriting agreement, dated November 19, 2019, among the Issuer, NMAC, the Transferor and the representative of the several Underwriters party thereto.

“Verification Documents” means, with respect to any Series 2019-B Note Owner, a certification from such Note Owner certifying that such Person is in fact, a Series 2019-B Note Owner, as well as an additional piece of documentation reasonably satisfactory to the recipient, such as a trade confirmation, account statement, letter from a broker or dealer or other similar document.

Section 2.02. Other Definitional Provisions.

(a) All terms used herein and not otherwise defined herein have meanings ascribed to them in the Annex of Definitions.

(b) All terms defined in this Indenture Supplement have the same defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

(c) As used in this Indenture Supplement and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in this Indenture Supplement or in any such certificate or other document, and accounting terms partly defined in this Indenture Supplement or in any such certificate or other document to the extent not defined, have the respective meanings given to them under Designated Standards or regulatory accounting principles, as applicable and as in effect on the date of this Indenture Supplement, provided, however, if NMAC selects international financial reporting standards, such accounting terms will have the respective meanings given to them at that time. To the extent that the definitions of accounting terms in this Indenture Supplement or in any such certificate or other document are inconsistent with the meanings of such terms under Designated Standards or regulatory accounting principles in the United States, the definitions contained in this Indenture Supplement or in any such certificate or other document control.

(d) Unless otherwise specified, references to any dollar amount as on deposit or outstanding on any particular date means such amount at the close of business on such day.

(e) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Indenture Supplement refer to this Indenture Supplement as a whole and not to any particular provision of this Indenture Supplement. References to any subsection, Section, Schedule or Exhibit are references to subsections, Sections, Schedules and Exhibits in or to this Indenture Supplement, unless otherwise specified. The term “including” means “including without limitation” and the term “or” is not exclusive. References to “writing” include printing, typing, lithography and other means of reproducing words in a visible form; references to agreements and other contractual instruments include all subsequent amendments, amendments and restatements and supplements thereto or changes therein entered into in accordance with their respective terms and not prohibited by this Agreement; references to Persons include their permitted successors and assigns; and references to laws include their amendments and supplements, the rules and regulations thereunder and any successors thereto.

Section 2.03. Registration of and Limitations on Transfer and Exchange of Notes.

(a) By acquiring a Series 2019-B Note (or interest therein), each purchaser and transferee (and if the purchaser or transferee is a Plan, its fiduciary) is deemed to (a) represent and warrant that either (i) it is not acquiring and will not hold the Series 2019-B Note (or interest therein) with the assets of a Plan; or (ii) the acquisition and holding of the Series 2019-B Note (or interest therein) will not, in the case of a Benefit Plan Investor, give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or,

in the case of a Plan that is subject to Similar Law, result in a violation of Similar Law and (b) acknowledge and agree that a Series 2019-B Note (or interest therein) is not eligible for acquisition by Benefit Plan Investors or Plans that are subject to Similar Law at any time that such Series 2019-B Note is not rated investment grade by a nationally recognized statistical rating organization or has been characterized as other than indebtedness for applicable local law purposes.

(b) Any Tax Retained Notes (or interest therein) will not be transferred by a holder thereof for federal income tax purposes unless a written opinion of counsel, is delivered to the Indenture Trustee to the effect that, for federal income tax purposes, (i) such transfer will not result in the Issuer becoming an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes or (ii) such Notes after such transfer will be treated as debt and, if there are other Notes of the same Class as such transferred Notes which are not Tax Retained Notes prior to such transfer, for such purposes such Notes will be fungible with such other Notes of the same Class; provided, however that fungibility need not take into account whether Notes are, or are not, Definitive Notes. The Issuer hereby agrees to ensure compliance with the preceding sentences. Any purported transfer of a Note not in accordance with this Section 2.03(b) shall be null and void ab initio and shall not be given effect for any purpose hereunder.

Section 2.04. Definitive Notes.

Except for Retained Notes, if any (which shall be originally issued as Definitive Notes), if any of the following events occurs:

(i) (1) the Transferor or the Administrator advises the Indenture Trustee in writing that the Clearing Agency or Foreign Clearing Agency is no longer willing or able to properly discharge its responsibilities as Clearing Agency or Foreign Clearing Agency with respect to the Book-Entry Notes for Series 2019-B and (2) the Transferor, the Indenture Trustee or the Administrator is unable to locate and reach an agreement on satisfactory terms with a qualified successor; or

(ii) the Transferor, the Indenture Trustee or the Administrator, as applicable, at its option and to the extent permitted by law, elects to terminate the book-entry system through the Clearing Agency or Foreign Clearing Agency with respect to the Series 2019-B Notes; or

(iii) after the occurrence of a Servicer Default or an Event of Default, Beneficial Owners of at least a majority of the Series 2019-B Outstanding Principal Amount of the Series 2019-B Notes advise the Indenture Trustee and the applicable Clearing Agency or Foreign Clearing Agency through the applicable Clearing Agency Participants in writing that the continuation of a book-entry system through the appropriate Clearing Agency or Foreign Clearing Agency is no longer in the best interests of the Beneficial Owners of the Series 2019-B Notes;

then, the Indenture Trustee will, through the appropriate Clearing Agency or Foreign Clearing Agency, notify all Beneficial Owners of the Series 2019-B Notes of the occurrence of such event and of the availability of Definitive Notes to Beneficial Owners of the Series 2019-B Notes. Upon surrender to the Indenture Trustee at the Corporate Trust Office of the certificates representing the Series 2019-B Notes, accompanied by registration instructions from the applicable Clearing Agency, the Issuer will execute and the Indenture Trustee will authenticate Definitive Notes for Series 2019-B and will recognize the registered holders of such Definitive Notes as Noteholders under the Indenture. Neither the Issuer nor the Indenture Trustee will be liable for any delay in delivery of such instructions, and the Issuer and the Indenture Trustee may conclusively rely on, and will be protected in relying on, such instructions. Upon the issuance of Definitive Notes for Series 2019-B , all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency or Foreign Clearing Agency will be deemed to be imposed upon and performed by the Indenture Trustee, to the extent applicable with respect to such Definitive Notes, and the Indenture Trustee will recognize the registered holders of the Definitive Notes for Series 2019-B as Noteholders of such Series under the Indenture. Definitive Notes will be transferable and exchangeable at the offices of the Transfer Agent and Registrar which initially is the Corporate Trust Office of the Indenture Trustee. No service charge will be imposed for any registration of transfer or exchange, but the Indenture Trustee may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.

ARTICLE III

SERVICING FEE

Section 3.01. Servicing Compensation.

The share of the Servicing Fee allocable to the Series 2019-B Noteholders with respect to any Payment Date is equal to the Monthly Servicing Fee. The portion of the Servicing Fee that is not allocable to the Series 2019-B Noteholders will be paid by the holders of the Transferor Interest or the Noteholders of other Series (as provided in the related Indenture Supplements) and in no event will the Issuer, the Indenture Trustee or the Series 2019-B Noteholders be liable for the share of the Servicing Fee to be paid by the holders of the Transferor Interest or the Noteholders of any other Series. The Servicer may, by prior written notice to the Indenture Trustee, elect to waive the Monthly Servicing Fee for any Collection Period. Such waived Monthly Servicing Fee will be reimbursed on the Payment Date related to the subsequent Collection Period pursuant to Section 4.04(a).

ARTICLE IV

RIGHTS OF SERIES 2019-B NOTEHOLDERS

AND ALLOCATION AND APPLICATION OF COLLECTIONS

Section 4.01. Collections and Allocations.

(a) Allocations. Interest Collections, Principal Collections and the Defaulted Amount allocated to Series 2019-B pursuant to Article VIII of the Indenture and Section 4.01(b) shall be allocated between the Series 2019-B Noteholders and the holders of the Transferor Interest pursuant to Section 4.01(c) and (d) and then distributed as set forth in this Article IV.

(b) Series Allocations. Prior to the close of business on each day during a Collection Period, the Servicer will (i) determine the Series 2019-B Allocation Percentage for such day and (ii) allocate Interest Collections, Principal Collections and the Defaulted Amount to Series 2019-B based on the Series 2019-B Allocation Percentage on such day. All Principal Collections for the related Collection Period with respect to each Receivable (including any payoff) shall be posted to the Servicer’s Dealer records in accordance with the Servicer’s customary servicing practices.

(c) Allocations to Series 2019-B Noteholders. The Servicer shall, prior to the close of business on each day during a Collection Period, allocate to the Series 2019-B Noteholders the following amounts as set forth below:

(i) Allocations of Interest Collections. The Servicer shall allocate to the Series 2019-B Noteholders and deposit in the Collection Account for application as provided herein, an amount equal to the product of (A) the Series 2019-B Floating Allocation Percentage for such day and (B) the Series 2019-B Allocable Interest Collections as to which such day is the Date of Processing for such Collections; provided, that, so long as the conditions set forth in Section 8.04(b) of the Indenture are satisfied and the Servicer is permitted to commingle Collections during a Collection Period, the Servicer shall not be required to deposit such allocated amounts into the Collection Account until the Business Day preceding the Payment Date in the month following such Collection Period.

(ii) Allocations of Principal Collections. The Servicer shall allocate to the Series 2019-B Noteholders the following amounts as set forth below:

(A) Allocations During the Revolving Period. During the Revolving Period, the Servicer shall allocate to the Series 2019-B Noteholders, an amount equal to the product of (I) the Series 2019-B Floating Allocation Percentage for such day and (II) the Series 2019-B Allocable Principal Collections for such day. If the conditions set forth in Section 8.04(b) of the Indenture are satisfied and the Servicer is permitted to commingle Collections during a Collection Period, (x) the Servicer shall not be required to deposit such allocated amounts into the Collection Account until the Business Day preceding the Payment Date in the month following such Collection Period and (y) the Servicer, in its sole discretion, may distribute any amounts owed to the holders of the Transferor Interest directly to such holders in lieu of depositing such amounts into the Collection Account. If the conditions set forth in Section 8.04(b) of the Indenture are not satisfied and the Servicer is not permitted to commingle Collections during a Collection Period and (x) the Pool Balance as of the close of business on any day during a Collection Period has increased since the close of business on the previous day, the Servicer may, in its sole discretion, distribute such allocated amounts to the Issuer to be used by the Issuer, to the extent necessary, to acquire Receivables (if any) available to be transferred to the Issuer by the Transferor pursuant to the Transfer and Servicing Agreement or (y) the Pool Balance as of the close of business on any day during a Collection Period has decreased since the close of business on the previous day, such allocated amounts shall be deposited in the Collection Account for application as provided herein.

(B) Allocations During the Accumulation Period and the Early Amortization Period. During the Accumulation Period and the Early Amortization Period, the Servicer shall allocate to the Series 2019-B Noteholders and deposit in the Collection Account for application as provided herein, an amount equal to the product of (I) the Series 2019-B Fixed Allocation Percentage for such day and (II) the Series 2019-B Allocable Principal Collections for such day. If the conditions set forth in Section 8.04(b) of the Indenture are satisfied and the Servicer is permitted to commingle Collections during a Collection Period, (x) the Servicer shall not be required to deposit such allocated amounts into the Collection Account until the Business Day preceding the Payment Date in the month following such Collection Period and (y) the Servicer, in its sole discretion, may distribute any amounts owed to the holders of the Transferor Interest directly to such holders in lieu of depositing such amounts into the Collection Account. Notwithstanding the foregoing and in lieu of the allocations and deposits described in the preceding two sentences, during the Accumulation Period, the Servicer, in its sole discretion, may deposit an amount not less than the Controlled Deposit Amount in the Collection Account (x) to the extent that the conditions set forth in Section 8.04(b) are satisfied and the Servicer is permitted to commingle Collections during a Collection Period, on the Business Day preceding the Payment Date in the month following such Collection Period and (y) to the extent that the conditions set forth in Section 8.04(b) are not satisfied and the Servicer is not permitted to commingle Collections during a Collection Period, on the first day of such Collection Period.

(iii) Allocations of Defaulted Amounts. The Servicer shall allocate to the Series 2019-B Noteholders the product of (A) the Series 2019-B Floating Allocation Percentage for such day and (B) the Series 2019-B Allocable Defaulted Amounts on such day.

(d) Allocation to Holders of the Transferor Interest. Prior to the close of business, on each day during a Collection Period, the Servicer shall allocate and, in the case of clauses (i) and (ii) below (except as set forth in the provisos following clause (iii) below), distribute to the holders of the Transferor Interest in accordance with the Trust Agreement the following amounts:

(i) the portion of the Series 2019-B Allocable Interest Collections not allocated to the Series 2019-B Noteholders pursuant to Section 4.01(c)(i) above;

(ii) the portion of the Series 2019-B Allocable Principal Collections not allocated to the Series 2019-B Noteholders pursuant to Section 4.01(c)(ii) above; and

(iii) the portion of the Series 2019-B Allocable Defaulted Amounts not allocated to the Series 2019-B Noteholders pursuant to Section 4.01(c)(iii) above;

provided, however, that the Servicer will not distribute to the holders of the Transferor Interest their allocation of Series 2019-B Allocable Interest Collections and Series 2019-B Allocable Principal Collections if and to the extent that the Adjusted Pool Balance does not equal or exceed the Required Participation Amount as of such day. Subject to the immediately succeeding sentence, any amount not distributed to the holders of the Transferor Interest in accordance with the proviso to the preceding sentence shall be deposited by the Servicer (on the date not so distributed) into the Excess Funding Account. Notwithstanding the foregoing, before distributing to the holders of the Transferor Interest any portion of their allocation of Series 2019-B Allocable Interest Collections or Series 2019-B Allocable Principal Collections or depositing any portion of their allocation of Series 2019-B Allocable Interest Collections or Series 2019-B Principal Collections into the Excess Funding Account, on any day on which amounts are on deposit in the Accumulation Account, the Servicer shall first deduct therefrom the excess, if any, of the Covered Amount for such day over the sum of all net investment earnings for such day on (i) amounts on deposit in the Accumulation Account and the Reserve Account and (ii) the Series 2019-B Allocation Percentage of amounts (if any) on deposit in the Excess Funding Account and the Collection Account, and treat such amounts as Series 2019-B Investor Available Interest Amounts.

Section 4.02. Determination of Monthly Interest.

(a) The amount of monthly interest (the “Monthly Interest”) distributable from the Collection Account with respect to the Series 2019-B Notes on any Payment Date will be an amount equal to the product of (i) a fraction, the numerator of which is the actual number of days in the related Interest Period and the denominator of which is 360, (ii) the Note Interest Rate with respect to the related Interest Period and (iii) the Series 2019-B Outstanding Principal Amount as of the first day of the related Interest Period, after giving effect to any deposits and distributions to be made on such date (or, with respect to the first Payment Date following the Series 2019-B Issuance Date, the Series 2019-B Initial Principal Amount).

(b) On the Determination Date immediately preceding each Payment Date, the Servicer will determine the excess, if any (such excess, the “Interest Deficiency”), of (x) the Monthly Interest for such Payment Date over (y) the aggregate amount of funds allocated and available to pay the Monthly Interest on such Payment Date. If the Interest Deficiency with respect to any Payment Date is greater than zero, on each subsequent Payment Date until such Interest Deficiency is fully paid, an additional amount (the “Additional Interest”) equal to the product of (i) a fraction, the numerator of which is the actual number of days in the related Interest Period and the denominator of which is 360, (ii) the Note Interest Rate with respect to the related Interest Period and (iii) such Interest Deficiency (or the portion thereof which has not been paid to the Series 2019-B Noteholders) will be payable as provided herein with respect to the related Notes. Notwithstanding anything to the contrary herein, the Additional Interest will be payable or distributed to the Series 2019-B Noteholders only to the extent permitted by applicable law.

Section 4.03. Net Remittances. Notwithstanding anything to the contrary in this Indenture Supplement, so long as NMAC is the Servicer, NMAC (as Servicer or in any other capacity) may make the remittances required pursuant to this Indenture Supplement net of amounts to be distributed to the Servicer or its Affiliates pursuant hereto. Accounts between the Servicer and such Affiliates will be adjusted accordingly. Nonetheless, the Servicer shall account for all of the above described remittances and distributions in the Payment Date Statement as if the amounts were deposited and/or transferred separately.

Section 4.04. Application of Available Amounts on Deposit in the Collection Account, the Accumulation Account and Other Sources of Payment.

(a) On each Payment Date, the Servicer will apply, or cause the Indenture Trustee to apply by written instruction to the Indenture Trustee, Series 2019-B Investor Available Interest Amounts (excluding Reallocated Principal Collections for such Payment Date) on deposit in the Collection Account with respect to such Payment Date (together with other amounts specified in this Indenture Supplement) to make the following distributions or deposits in the following priority:

(i) [reserved];

(ii) [reserved];

(iii) an amount equal to the Monthly Servicing Fee for such Payment Date, plus the amount of any Monthly Servicing Fee previously due but not distributed to the Servicer on a prior Payment Date, will be distributed to the Servicer;

(iv) an amount equal to Monthly Interest for such Payment Date, plus the amount of any Monthly Interest previously due but not distributed to the Series 2019-B Noteholders on a prior Payment Date, plus the amount of any Additional Interest for such Payment Date, plus the amount of any Additional Interest previously due but not distributed to the Series 2019-B Noteholders on a prior Payment Date, will be distributed to the Paying Agent for payment to the Series 2019-B Noteholders on such Payment Date;

(v) an amount equal to the sum of (y) the aggregate Series 2019-B Investor Defaulted Amounts for the related Collection Period and (z) the Series 2019-B Nominal Liquidation Amount Deficit, if any, will be applied as Series 2019-B Investor Available Principal Amounts for such Payment Date and, in the case of the amounts described in clause (z), will reinstate the Series 2019-B Nominal Liquidation Amount pursuant to Section 4.09(c);

(vi) an amount, if any, equal to the excess of the Specified Reserve Account Balance over all amounts on deposit in the Reserve Account on such Payment Date (after giving effect to the withdrawal of net investment earnings thereon for deposit into the Collection Account pursuant to Section 4.12(b)), will be deposited in the Reserve Account;

(vii) on each Payment Date on and after the occurrence of an Event of Default and a declaration that all Series 2019-B Notes are immediately due and payable pursuant to Section 5.03(a) of the Indenture, remaining Series 2019-B Investor Available Interest Amounts for such Payment Date will be treated as Series 2019-B Investor Available Principal Amounts and will be distributed pursuant to Section 4.04(e) hereof, unless and until such declaration of acceleration has been rescinded and annulled pursuant to Section 5.03(b) of the Indenture;

(viii) if the Servicer elected to waive the Monthly Servicing Fee for the preceding Collection Period, the Indenture Trustee will apply any remaining funds to reimburse the Servicer for such waived Monthly Servicing Fee;

(ix) an amount equal to the Interest Shortfalls for other outstanding Series in Excess Interest Sharing Group One will be treated as Shared Excess Interest Amounts available from Series 2019-B and applied to cover the Interest Shortfalls for other outstanding Series in Excess Interest Sharing Group One in accordance with Section 8.05(a) of the Indenture;

(x) to the Indenture Trustee and the Calculation Agent, as applicable, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Indenture but only to the extent that such fees, expenses or indemnity payments have been outstanding for at least 60 days;

(xi) to the Owner Trustee, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Trust Agreement but only to the extent that such fees, expenses or indemnity payments have been outstanding for at least 60 days;

(xii) to the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Asset Representations Review Agreement but only to the extent that such fees, expenses or indemnity payments have been outstanding for at least 60 days; and

(xiii) all remaining Series 2019-B Investor Available Interest Amounts for such Payment Date will be distributed to the holders of the Transferor Interest in accordance with the Trust Agreement, or, to the extent amounts are payable to a Currency Swap Counterparty pursuant to a Currency Swap Agreement as described in Section 5.08 of the Transfer and Servicing Agreement, to such Currency Swap Counterparty; provided, however, that if, on such Payment Date, the Adjusted Pool Balance is less than the Required Participation Amount, then the Indenture Trustee shall deposit into the Excess Funding Account from the amount that would otherwise have been distributed to the holders of the Transferor Interest the amount of such deficiency.

(b) If Series 2019-B Investor Available Interest Amounts for the Collection Period related to any Payment Date (excluding Reallocated Principal Collections for such Payment Date) are insufficient to make all distributions and deposits required under clauses (i) through (vi) of Section 4.04(a), available amounts from the following sources on such Payment Date will be applied in the following order to make up the Interest Shortfall with respect to Series 2019-B: (i) from Shared Excess Interest Amounts for such Payment Date available from other outstanding Series in Excess Interest Sharing Group One as provided in Section 4.07, provided that such amounts will be applied only to cover shortfalls in the distributions and deposits required under clauses (i) through (vi) of Section 4.04(a) and in the order of priorities as set forth in Section 4.04(a), (ii) from amounts on deposit in the Reserve Account on such Payment Date as provided in Section 4.12, provided that such amounts will be applied only to cover shortfalls in the distributions and deposits required under clauses (iii) through (v) of Section 4.04(a) and in the order of priorities as set forth in Section 4.04(a) and (iii) from Reallocated Principal Collections for such Payment Date as provided in Section 4.06, provided, that such amounts will be applied only to cover shortfalls in the distributions required under clause (iv) of Section 4.04(a) and only to the extent of the Series 2019-B Overcollateralization Amount.

(c) On each Payment Date with respect to the Revolving Period, the Servicer will apply, or cause the Indenture Trustee to apply by written instruction to the Indenture Trustee, Series 2019-B Investor Available Principal Amounts for the Collection Period related to such Payment Date, to make the following distributions or deposits in the following priority:

(i) such Series 2019-B Investor Available Principal Amounts on deposit in the Collection Account for the related Collection Period, in an amount equal to the Monthly Interest due but not distributed to the Series 2019-B Noteholders on such Payment Date in accordance with Section 4.04(a)(iv), will be distributed to the Paying Agent for payment to the Series 2019-B Noteholders on such Payment Date;

(ii) the balance of such Series 2019-B Investor Available Principal Amounts not applied pursuant to clause (i) above, will be treated as Shared Excess Principal Amounts available from Series 2019-B and applied to cover the Principal Shortfalls for other outstanding Series in Excess Principal Sharing Group One in accordance with Section 8.05(b) of the Indenture;

(iii) the balance of such Series 2019-B Investor Available Principal Amounts not applied pursuant to clauses (i) or (ii) above, will be distributed to the Issuer to be used by the Issuer, to the extent necessary, to acquire Receivables (if any) available to be transferred to the Issuer by the Transferor pursuant to the Transfer and Servicing Agreement; provided that any such amounts applied under this clause (iii) during a Collection Period shall be rescinded by the Servicer and reallocated for application under clauses (i) and (ii) to the extent necessary to make required distributions thereunder on the related Payment Date; and

(iv) the balance of such Series 2019-B Investor Available Principal Amounts not applied pursuant to clauses (i), (ii) or (iii) above will be distributed to the holders of the Transferor Interest in accordance with the Trust Agreement, or, to the extent amounts are payable to a Currency Swap Counterparty pursuant to a Currency Swap Agreement as described in Section 5.08 of the Transfer and Servicing Agreement, to such Currency Swap Counterparty; provided, however, that if, on such Payment Date, the Adjusted Pool Balance is less than the Required Participation Amount, then the Indenture Trustee shall deposit into the Excess Funding Account from the amount that would otherwise have been distributed to the holders of the Transferor Interest the amount of such insufficiency.

(d) On each Payment Date with respect to the Accumulation Period, the Servicer will apply, or cause the Indenture Trustee to apply by written instruction to the Indenture Trustee, the Series 2019-B Investor Available Principal Amounts for the Collection Period related to such Payment Date (together with other amounts specified in this Indenture Supplement) to make the following distributions or deposits in the following priority:

(i) an amount equal to the lesser of (x) the Controlled Deposit Amount for such Payment Date and (y) the Series 2019-B Invested Amount for such Payment Date shall be deposited into the Accumulation Account;

(ii) the balance of such Series 2019-B Investor Available Principal Amounts not applied pursuant to preceding clause (i) will be treated as Shared Excess Principal Amounts available from Series 2019-B and applied to cover Principal Shortfalls for other outstanding Series in Excess Principal Sharing Group One in accordance with Section 8.05(b) of the Indenture;

(e) On each Payment Date with respect to the Early Amortization Period, the Servicer will apply, or cause the Indenture Trustee to apply by written instruction to the Indenture Trustee, the Series 2019-B Investor Available Principal Amounts for the Collection Period related to such Payment Date, plus all amounts on deposit in the Accumulation Account (together with other amounts specified in this Indenture Supplement), to make the following distributions or deposits in the following priority:

(i) an amount equal to the Series 2019-B Invested Amount (determined without giving effect to any reduction thereto arising from amounts on deposit in the Accumulation Account) for such Payment Date will be distributed to the Paying Agent for payment to the Series 2019-B Noteholders on such Payment Date and on each subsequent Payment Date until the Series 2019-B Invested Amount (determined without giving effect to any reduction thereto arising from amounts on deposit in the Accumulation Account) has been paid in full;

(ii) the balance of such Series 2019-B Investor Available Principal Amounts will be treated as Shared Excess Principal Amounts available from Series 2019-B and applied to cover Principal Shortfalls for other outstanding Series in Excess Principal Sharing Group One in accordance with Section 8.05(b) of the Indenture; and

(iii) the balance of the Series 2019-B Investor Available Principal Amounts not applied pursuant to clauses (i) or (ii) above will be distributed to the holders of the Transferor Interest in accordance with the Trust Agreement, or, to the extent amounts are payable to a Currency Swap Counterparty pursuant to a Currency Swap Agreement as described in Section 5.08 of the Transfer and Servicing Agreement, to such Currency Swap Counterparty; provided, however, that if, on such Payment Date, the Adjusted Pool Balance is less than the Required Participation Amount, then the Indenture Trustee shall deposit into the Excess Funding Account from the amount that would otherwise have been distributed to the holders of the Transferor Interest the amount of such insufficiency.

(f) On the earlier of (i) the first Payment Date with respect to the Early Amortization Period and (ii) the Payment Date which is also the Series 2019-B Expected Final Payment Date, the Servicer shall, or shall cause the Indenture Trustee to, by written notice to the Indenture Trustee, withdraw from the Accumulation Account all amounts then on deposit in the Accumulation Account and (A) distribute to the Paying Agent for payment to the Series 2019-B Noteholders on such Payment Date the amount necessary to pay the Series 2019-B Invested Amount (determined without giving effect to any reduction thereto arising from amounts on deposit in the Accumulation Account) in full and (B) the balance, if any, of the amounts so withdrawn from the Accumulation Account will (x) first, be treated as Shared Excess Principal Amounts available from Series 2019-B to be applied to cover Principal Shortfalls for other outstanding Series in Excess Principal Sharing Group One in accordance with Section 8.05(b) of the Indenture and (y) second, be distributed to the holders of the Transferor Interest in accordance with the Trust Agreement; provided, however, that if, on such Payment Date, the Adjusted Pool Balance is less than the Required Participation Amount, then the Indenture Trustee will deposit into the Excess Funding Account from the amount that would otherwise have been distributed to the holders of the Transferor Interest the amount of such insufficiency.

(g) If Series 2019-B Investor Available Principal Amounts for any Payment Date (together with amounts, if any, available for application on such Payment Date pursuant to Section 4.04(f)) are insufficient to make in full the deposits or distributions required pursuant to Section 4.04(d)(i) or 4.04(e)(i), as applicable, then Shared Excess Principal Amounts for such Payment Date from other outstanding Series in Excess Principal Sharing Group One will be so deposited or distributed to cover the Principal Shortfall with respect to Series 2019-B as provided in Section 4.08.

(h) If Series 2019-B Investor Available Principal Amounts for any Payment Date (together with amounts, if any, available for application on such Payment pursuant to Section 4.04(f)) and Shared Excess Principal Amounts for such Payment Date from other outstanding Series in Excess Principal Sharing Group One are insufficient to make in full the deposits and distributions required pursuant to Section 4.04(d)(i) or 4.04(e)(i), as applicable, the Indenture Trustee, acting in accordance with written instructions from the Servicer, will withdraw from the Excess Funding Account and distribute to the Paying Agent for deposit into the Accumulation Account or payment to the Series 2019-B Noteholders, as applicable, the lesser of (i) the product of the Series 2019-B Allocation Percentage and the amount on deposit in the Excess Funding Account and (ii) the amount of such insufficiency.

Section 4.05. Investor Charge-Offs.

On the Determination Date immediately preceding each Payment Date, the Servicer will calculate the aggregate Series 2019-B Investor Defaulted Amounts, if any, for the related Collection Period. If, on any Determination Date, the aggregate Series 2019-B Investor Defaulted Amounts for the preceding Collection Period exceed the sum of:

(i) the Series 2019-B Investor Available Interest Amounts for the related Payment Date applied to fund such Series 2019-B Investor Defaulted Amounts pursuant to clause (v) of Section 4.04(a); and

(ii) the Shared Excess Interest Amounts available from other outstanding Series in Excess Interest Sharing Group One applied to fund such Series 2019-B Investor Defaulted Amounts pursuant to clause (v) of Section 4.04(a) in accordance with clause (i) of Section 4.04(b) and amounts on deposit in the Reserve Account applied to fund such Series 2019-B Investor Defaulted Amounts pursuant to clause (v) of Section 4.04(a) in accordance with clause (ii) of Section 4.04(b) (such excess, collectively, an “Investor Charge-Off”);

then, on the related Payment Date, if the Series 2019-B Overcollateralization Amount is greater than zero, the Series 2019-B Overcollateralization Amount will be reduced by an amount not to exceed the lesser of (1) the Series 2019-B Overcollateralization Amount and (2) the amount of such Investor Charge-Offs, all as provided in Section 4.09.

Section 4.06. Reallocated Principal Collections.

On each Determination Date, the Servicer shall determine the amount, if any, by which the Series 2019-B Investor Available Interest Amounts for the preceding Collection Period (excluding Reallocated Principal Collections for the related Payment Date), together with other amounts specified in Section 4.04(b)(i) and (ii), are insufficient to pay the amounts due pursuant to Section 4.04(a)(iv) on the related Payment Date and cause the amount of such insufficiency to be reallocated, subject to the limitation in the next succeeding sentence, from the Series 2019-B Investor Available Principal Amounts for such Collection Period and, to the extent still necessary to pay such insufficiency, from amounts that would constitute Series 2019-B Investor Available Principal Amounts for the current Collection Period. On each Payment Date, the Servicer will apply, or cause the Indenture Trustee to apply, Reallocated Principal Collections with respect to the preceding Collection Period (and, if necessary, with respect to the current Collection Period) in accordance with clause (iii) of Section 4.04(b), in an amount not to exceed the Series 2019-B Overcollateralization Amount. If, on any Payment Date, Reallocated Principal Collections for such Payment Date are so applied, then, if the Series 2019-B Overcollateralization Amount is greater than zero (after giving effect to any reductions thereof pursuant to Section 4.05), the Series 2019-B Overcollateralization Amount will be reduced by an amount not to exceed the lesser of (1) the Series 2019-B Overcollateralization Amount and (2) the amount of such Reallocated Principal Collections, all as provided in Section 4.09.

Section 4.07. Excess Interest Amounts.

Subject to Section 8.05(a) of the Indenture, Shared Excess Interest Amounts with respect to other Series in Excess Interest Sharing Group One for any Payment Date will be allocated to Series 2019-B in an amount equal to the product of (i) the aggregate amount of Shared Excess Interest Amounts with respect to all other outstanding Series in Excess Interest Sharing Group One for such Payment Date and (ii) a fraction, the numerator of which is the Interest Shortfall with respect to Series 2019-B for such Payment Date and the denominator of which is the aggregate amount of Interest Shortfalls with respect to all outstanding Series in Excess Interest Sharing Group One for such Payment Date.

Section 4.08. Excess Principal Amounts.

Subject to Section 8.05(b) of the Indenture, Shared Excess Principal Amounts with respect to other outstanding Series in Excess Principal Sharing Group One for any Payment Date will be allocated to Series 2019-B in an amount equal to the product of (i) the aggregate amount of Shared Excess Principal Amounts with respect to all other Series in Excess Principal Sharing Group One for such Payment Date and (ii) a fraction, the numerator of which is the Principal Shortfall with respect to Series 2019-B for such Payment Date and the denominator of which is the aggregate amount of Principal Shortfalls with respect to all outstanding Series in Excess Principal Sharing Group One for such Payment Date.

Section 4.09. Series Nominal Liquidation Amount, Overcollateralization Amount and Invested Amount.

(a) On each Determination Date for the related Payment Date, the Servicer will, or will cause the Indenture Trustee, to calculate the Primary Series 2019-B Overcollateralization Amount and the Incremental Overcollateralization Amount. On each day during a Collection Period, the Servicer, will, or will cause the Indenture Trustee, to calculate the Series 2019-B Invested Amount.

(b) The Series 2019-B Nominal Liquidation Amount will be reduced on any Payment Date by the following amounts:

(i) the amount, if any, of Reallocated Principal Collections (including any Reallocated Principal Collections from the Collection Period occurring in the same month as the Payment Date) (not to exceed the Series 2019-B Overcollateralization Amount) used on such Payment Date to pay interest on the Series 2019-B Notes pursuant to Section 4.04(b)(iii); and

(ii) the amount, if any, of Investor Charge-Offs for the related Collection Period pursuant to Section 4.05.

On each Payment Date, the amount of any reduction in the Series 2019-B Nominal Liquidation Amount due to (A) clause (i) or (ii) above will be allocated, first, to reduce the Series 2019-B Overcollateralization Amount by the amount of such reduction until the Series 2019-B Overcollateralization Amount is reduced to zero and (B) clause (ii) above will be allocated, second, to reduce the Series 2019-B Invested Amount by any remaining amount of such reduction until the Series 2019-B Invested Amount is reduced to zero. In addition, the Series 2019-B Invested Amount will be reduced by amounts deposited into the Accumulation Account and payments of principal of the Series 2019-B Notes. Each reduction of the Series 2019-B Overcollateralization Amount will be applied, first, to reduce the Primary Series 2019-B Overcollateralization Amount and, second, to reduce the Incremental Overcollateralization Amount.

(c) The Series 2019-B Nominal Liquidation Amount will be reinstated on any Payment Date by the sum of (i) the amount of Series 2019-B Investor Available Interest Amounts that are applied on such Payment Date for such purpose pursuant to Section 4.04(a)(v), (ii) the amount of Shared Excess Interest Amounts that are applied on such Payment Date for such purpose pursuant to Sections 4.04(b)(i) and (iii) the amounts on deposit in the Reserve Account that are applied on such Payment Date for such purpose pursuant to Section 4.04(b)(ii). Each such reinstatement will be allocated on such Payment Date, first, if the Series 2019-B Invested Amount has been reduced and not fully reinstated, to the Series 2019-B Invested Amount until it equals the Series 2019-B Outstanding Principal Amount and, second, any remaining reinstatement amount will be allocated to the Incremental Overcollateralization Amount until it has been fully reinstated and then to the Primary Series 2019-B Overcollateralization Amount until it has been fully reinstated.

(d) The Primary Series 2019-B Overcollateralization Amount and the Series 2019-B Invested Amount will be increased on any date on which the Issuer issues additional Series 2019-B Notes in accordance with Section 8.03(b). The amount of any such increase in the Primary Series 2019-B Overcollateralization Amount and the Series 2019-B Invested Amount will be in proportion to the increase in the aggregate Series 2019-B Outstanding Principal Amount resulting from the issuance of such additional Series 2019-B Notes.

Section 4.10. Establishment of Accumulation Account.

(a) The Issuer will establish and the Indenture Trustee will maintain and hold in the name of the Indenture Trustee, solely for the benefit of the Series 2019-B Noteholders, a Qualified Account bearing a designation clearly indicating that the funds and other property credited thereto are held solely for the benefit of the Series 2019-B Noteholders (the “Accumulation Account”). The Indenture Trustee will possess all right, title and interest in all Eligible Investments and all monies, instruments, securities, securities entitlements, documents, certificates of deposit and other property from time to time on deposit in or credited to the Accumulation Account and in all interest, proceeds, earnings, income, revenue, dividends and other distributions thereof (including any accrued discount realized on liquidation of any investment purchased at a discount) solely for the benefit of the Series 2019-B Noteholders. The parties hereto acknowledge that the Indenture Trustee will be the sole entitlement holder of the Accumulation Account, and will have sole dominion and control of the Accumulation Account for the benefit of the Series 2019-B Noteholders. Except as expressly provided in the Indenture, the Transfer and Servicing Agreement and this Indenture Supplement, the Servicer agrees that it has no right of setoff or banker’s lien against, and no right to otherwise deduct from, any funds and other property held in the Accumulation Account for any amount owed to it by the Indenture Trustee, the Issuer, any Noteholder or any Series Enhancers. If, at any time, either (i) the Servicer, in its sole discretion and for any reason, notifies the Indenture Trustee in writing that there shall be established a new Accumulation Account at the institution selected by the Servicer or (ii) the Accumulation Account ceases to be a Qualified Account, the Indenture Trustee (or the Servicer on its behalf), within ten Business Days (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition with respect to the Hired Rating Agencies shall have been satisfied), will establish a new Accumulation Account meeting the conditions specified above, transfer any monies, instruments, securities, security entitlements, documents, certificates of deposit and other property to such new Accumulation Account and from the date such new Accumulation Account is established, it will be the “Accumulation Account.” The Indenture Trustee shall assist the Servicer with establishment of a new Accumulation Account described in the preceding sentence. Pursuant to the authority granted to the Servicer in Section 3.01(a) of the Transfer and Servicing Agreement, the Servicer has the power, revocable by the Indenture Trustee, to make withdrawals and payments from the Accumulation Account and to instruct the Indenture Trustee to make withdrawals and payments from the Accumulation Account for the purposes of carrying out the Servicer’s or the Indenture Trustee’s duties under the Transfer and Servicing Agreement, the Indenture and this Indenture Supplement, as applicable.

(b) Funds on deposit in the Accumulation Account will, at the written direction of the Servicer, be invested by the Indenture Trustee or its nominee (including the Securities Intermediary) in Eligible Investments selected by the Servicer. All such Eligible Investments will be held by the Indenture Trustee solely for the benefit of the Series 2019-B Noteholders. The Indenture Trustee will cause each Eligible Investment to be delivered to it or its nominee (including a securities intermediary) and will be credited to the Accumulation Account maintained by the Indenture Trustee with the Securities Intermediary. Funds on deposit in the Accumulation Account will be invested in Eligible Investments that will mature so that all such funds will be available no later than the close of business on the Business Day next preceding each Payment Date. On each Payment Date with respect to the Accumulation Period

and on the first Payment Date with respect to the Early Amortization Period, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accumulation Account will be withdrawn from the Accumulation Account and treated as Series 2019-B Investor Available Interest Amounts with respect to the related Collection Period for application in accordance with Section 4.04(a). Net investment earnings on funds on deposit in the Accumulation Account will not be considered principal amounts on deposit therein for purposes of this Indenture Supplement. The Indenture Trustee will bear no responsibility or liability for any losses resulting from investment or reinvestment of any funds (other than in its capacity as primary obligor) in accordance with this Section 4.10(b) nor for the selection of Eligible Investments in accordance with the provisions of the Indenture, this Indenture Supplement or the Transfer and Servicing Agreement.

(c) The Servicer or the Indenture Trustee, acting at the written direction of the Servicer, shall (i) make withdrawals from the Accumulation Account in the amounts and for the purposes set forth in this Indenture Supplement and (ii) on each Payment Date with respect to the Accumulation Period, make deposits into the Accumulation Account in the amounts specified in, and otherwise in accordance with, Section 4.04(d), (g) and (h).

Section 4.11. Accumulation Period. The Accumulation Period is scheduled to begin at the close of business on May 1, 2021; provided, however, that if the Accumulation Period Length (as described below) is determined to be less than six months, the date on which the Accumulation Period actually begins may be delayed to the close of business on the last day of the month preceding the month that is the number of whole months prior to the month in which the Series 2019-B Expected Final Payment Date occurs which is at least equal to the Accumulation Period Length (so that the number of full Collection Periods in the Accumulation Period will at least equal the Accumulation Period Length). On or prior to May 1, 2021 and, thereafter, on or prior to the first Business Day of each Collection Period prior to the Collection Period in which the Accumulation Period is scheduled to begin, the Issuer, acting directly or through the Administrator, may at its option, elect to delay the start of the Accumulation Period and thereby reduce the number of full Collection Periods in the Accumulation Period (the “Accumulation Period Length”), provided, that, (i) the Accumulation Period shall start no later than October 1, 2021; (ii) the Rating Agency Condition shall be satisfied, and (iii) prior to delaying the start of the Accumulation Period, an Authorized Officer of the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate to the effect that delaying the start of the Accumulation Period is not expected to delay any payment of principal to the Series 2019-B Noteholders. Once the Accumulation Period has commenced, the Accumulation Period Length cannot be changed.

Section 4.12. Establishment of Reserve Account.

Reserve Account and in all interest, proceeds, earnings, income, revenue, dividends and other distributions thereof (including any accrued discount realized on liquidation of any investment purchased at a discount) solely for the benefit of the Series 2019-B Noteholders. The parties hereto acknowledge that the Indenture Trustee will be the sole entitlement holder of the Reserve Account, and will have sole dominion and control of the Reserve Account for the benefit of the Series 2019-B Noteholders. Except as expressly provided in the Indenture and the Transfer and Servicing Agreement, the Servicer agrees that it has no right of setoff or banker’s lien against, and no right to otherwise deduct from, any funds and other property held in the Reserve Account for any amount owed to it by the Indenture Trustee, the Issuer, any Noteholder or any Series Enhancers. If, at any time, either (i) the Servicer, in its sole discretion and for any reason, notifies the Indenture Trustee in writing that there shall be established a new Reserve Account at the institution selected by the Servicer or (ii) the Reserve Account ceases to be a Qualified Account, the Indenture Trustee (or the Servicer on its behalf), within ten Business Days (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition with respect to the Hired Rating Agencies shall have been satisfied), will establish a new Reserve Account meeting the conditions specified above, transfer any monies, instruments, securities, security entitlements, documents, certificates of deposit and other property to such new Reserve Account and from the date such new Reserve Account is established, it will be the “Reserve Account.” The Indenture Trustee shall assist the Servicer with establishment of a new Reserve Account described in the preceding sentence. Pursuant to the authority granted to the Servicer in Section 3.01(a) of the Transfer and Servicing Agreement, the Servicer has the power, revocable by the Indenture Trustee, to make withdrawals and payments from the Reserve Account and to instruct the Indenture Trustee to make withdrawals and payments from the Reserve Account for the purposes of carrying out the Servicer’s or the Indenture Trustee’s duties under the Transfer and Servicing Agreement, the Indenture and this Indenture Supplement, as applicable.

(b) Funds on deposit in the Reserve Account will, at the written direction of the Servicer, be invested by the Indenture Trustee or its nominee (including the Securities Intermediary) in Eligible Investments selected by the Servicer. All such Eligible Investments will be held by the Indenture Trustee solely for the benefit of the Series 2019-B Noteholders. The Indenture Trustee will cause each Eligible Investment to be delivered to it or its nominee (including a securities intermediary) and will be credited to the Reserve Account maintained by the Indenture Trustee with the Securities Intermediary. Funds on deposit in the Reserve Account will be invested in Eligible Investments that will mature so that all such funds will be available no later than the close of business on the Business Day next preceding each Payment Date. On each Payment Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Reserve Account will be withdrawn from the Reserve Account and treated as Series 2019-B Investor Available Interest Amounts with respect to the related Collection Period for application in accordance with Section 4.04(a). Net investment earnings on funds on deposit in the Reserve Account will not be considered principal amounts on deposit therein for purposes of this Indenture Supplement. The Indenture Trustee will bear no responsibility or liability for any losses resulting from investment or reinvestment of any funds (other than in its capacity as primary obligor) in accordance with this Section 4.12(b) nor for the selection of Eligible Investments in accordance with the provisions of the Indenture, this Indenture Supplement or the Transfer and Servicing Agreement.

(c) The Reserve Account will be funded by the Issuer on the Series 2019-B Issuance Date in the amount of the Reserve Account Initial Deposit.

(d) On each Payment Date, to the extent that Series 2019-B Investor Available Interest Amounts on deposit in the Collection Account with respect to such Payment Date, are insufficient to make all distributions and deposits required under clauses (iii) through (v) of Section 4.04(a), and to the extent that amounts set forth in Section 4.04(b)(i) are insufficient to make up the Interest Shortfall with respect to Series 2019-B, the Servicer or the Indenture Trustee, acting at the written direction of the Servicer, will withdraw amounts then on deposit in the Reserve Account, up to the amounts of any such Interest Shortfall, pursuant to clause (ii) of Section 4.04(b) and apply, or cause the Indenture Trustee to apply, such amounts in accordance with clause (ii) of Section 4.04(b). If the Series 2019-B Notes are not paid in full on the earlier of (x) the Series 2019-B Final Maturity Date and (y) the first Payment Date on or after the occurrence of an Event of Default and a declaration that all of the Series 2019-B Notes are immediately due and payable as set forth in Section 5.03(a) of the Indenture, any funds remaining in the Reserve Account, after application of amounts therein on such date in accordance with Section 4.04(b)(ii), will be applied pursuant to Section 4.04(e) on such date. Upon the payment in full of the Series 2019-B Notes under the Indenture and this Indenture Supplement, any funds remaining in the Reserve Account will be treated as Shared Excess Principal Amounts available from Series 2019-B and applied to cover Principal Shortfalls for other outstanding Series in Excess Principal Sharing Group One in accordance with Section 8.05(b) of the Indenture. Upon the payment in full of the Series 2019-B Notes under the Indenture and this Indenture Supplement and to the extent such amounts are not needed to cover Principal Shortfalls for other outstanding Series in Excess Principal Sharing Group One, as directed in writing by the Servicer, the Indenture Trustee shall distribute to the holders of the Transferor Interest, pursuant to the Trust Agreement, any amounts remaining on deposit in the Reserve Account. Upon any such distribution to the holders of the Transferor Interest as set forth in the preceding sentence, the Issuer, Transferor, Owner Trustee, Indenture Trustee, Series Enhancers and Noteholders will have no further rights in, or claims to, such amounts.

Section 4.13. Determination of LIBOR; Alternative Benchmark Rate.

(a) Subject to the occurrence of an Alternate Rate Event, the Series 2019-B Notes will bear interest during each applicable Interest Period based on LIBOR. If the Designated LIBOR Page by its terms provides only for a single rate, then LIBOR for the applicable Interest Period will be the rate for deposits in United States dollars having a maturity of one month (commencing on the first day of such Interest Period) that appears on the Designated LIBOR Page as of 11:00 a.m. London time on the applicable Interest Determination Date. If at least two offered rates appear, LIBOR for the applicable Interest Period will be the arithmetic mean of the offered rates for deposits in United States dollars having a maturity of one month (commencing on the first day of such Interest Period) that appears on the Designated LIBOR Page as of 11:00 a.m. London time, on the applicable Interest Determination Date.

With respect to an Interest Determination Date on which no rate appears on the Designated LIBOR Page, and subject to the occurrence of an Alternate Rate Event, LIBOR for the applicable Interest Determination Date will be the rate calculated by the Calculation Agent as the arithmetic mean of at least two quotations obtained by the Calculation Agent after requesting

the principal London offices of each of four major reference banks in the London interbank market, which may include the Calculation Agent and its affiliates, as selected by the Calculation Agent, after consultation with the Administrator, to provide the Calculation Agent with its offered quotations for deposits in United States dollars for the period of one month, commencing on the second London Business Day immediately following the applicable Interest Determination Date, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on such Interest Determination Date and in a principal amount that is representative of a single transaction in United States dollars in that market at that time. If at least two such quotations are provided, LIBOR determined on the applicable Interest Determination Date will be the arithmetic mean of the quotations. If fewer than two quotations referred to in this paragraph are provided, LIBOR determined on the applicable Interest Determination Date will be the rate calculated by the Calculation Agent as the arithmetic mean of the rates quoted at approximately 11:00 a.m., in New York, New York, on the applicable Interest Determination Date by three major banks, which may include the Calculation Agent and its affiliates, in New York, New York selected by the Calculation Agent, after consultation with the Administrator, for loans in United States dollars to leading European banks in a principal amount that is representative of a single transaction in United States dollars in that market at that time. If the banks so selected by the Calculation Agent are not quoting as mentioned in this paragraph, then, subject to the occurrence of an Alternate Rate Event, LIBOR for the applicable Interest Determination Date will be LIBOR as in effect on the preceding Interest Determination Date. For the avoidance of doubt, prior to an Alternate Rate Event, in no event will the Calculation Agent be responsible for, other than as set forth in this paragraph, determining LIBOR or any substitute for LIBOR if such rate does not appear on the Designated LIBOR Page.

Notwithstanding the preceding paragraphs, if the Sponsor determines that an Alternative Rate Trigger and its related Alternative Benchmark Replacement Date have occurred prior to the determination of the then-current Benchmark (such determination, an “Alternate Rate Event”), the Alternative Benchmark Rate and the Benchmark Spread Adjustment determined by the Sponsor will replace the then-current Benchmark for all purposes relating to the Series 2019-B Notes in respect of such determination on such date and all such determinations on subsequent dates. Promptly following the determination by the Sponsor of an Alternative Rate Trigger and its related Alternative Benchmark Replacement Date, the Sponsor will provide written notice to the Indenture Trustee of such determination. However, if the initial Alternative Benchmark Rate is any rate other than Term SOFR and the Calculation Agent later determines that Term SOFR can be determined, the Calculation Agent may designate Term SOFR as the new Alternative Benchmark Rate and if so designated, Term SOFR together with a new Benchmark Spread Adjustment for Term SOFR, will replace the then-current Benchmark on the next Interest Determination Date for Term SOFR.

Any determination, decision or election that may be made by the Sponsor, the Calculation Agent or any other person in connection with an Alternate Rate Event or an Alternative Benchmark Rate as described above, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, may be made in such person’s sole discretion, and, notwithstanding anything to the contrary in the Transaction Documents, will become effective without the consent of any other person (including any Series 2019-B Noteholder).

Notwithstanding anything to the contrary in the Transaction Documents, none of the Issuer, the Indenture Trustee, the Owner Trustee, the Calculation Agent, the Administrator, the Sponsor, the Transferor or the Servicer will have any liability for any action or inaction taken or refrained from being taken by it with respect to any Benchmark, Alternative Rate Trigger, Alternative Benchmark Rate, Benchmark Spread Adjustment, Alternative Benchmark Replacement Date, Alternative Rate Conforming Changes or any other matters related to or arising in connection with the foregoing, and by accepting a Series 2019-B Note or a beneficial interest therein, each Series 2019-B Noteholder will be deemed to waive and release any and all claims against the Issuer, the Indenture Trustee, the Owner Trustee, the Calculation Agent, the Administrator, the Sponsor, the Transferor or the Servicer relating thereto.

(b) The Note Interest Rate applicable to the then-current and the immediately preceding Interest Periods may be obtained by contacting the Indenture Trustee at its Corporate Trust Office or such other contact information as may be designated by the Indenture Trustee for such purpose by prior written notice by the Indenture Trustee to each Noteholder from time to time.

(c) On each Interest Determination Date, the Indenture Trustee will send to the Servicer, the Issuer and the Administrator by electronic transmission, notification of the Benchmark for the following Interest Period.

(d) The Issuer agrees to indemnify the Calculation Agent, its officers, directors, employees, and agents against any loss, liability, expense, damage, or injury suffered or sustained without willful misconduct, negligence or bad faith on its part, arising in connection with the performance of its duties as Calculation Agent, including the costs and expenses of defending itself against any claim or liability from the exercise or performance of any of its powers or duties under this Indenture Supplement.

(e) Notwithstanding anything herein to the contrary, any direction to the Calculation Agent pursuant to this Section 4.13 shall be in writing.

ARTICLE V

DELIVERY OF SERIES 2019-B NOTES;

DISTRIBUTIONS; REPORTS TO SERIES 2019-B NOTEHOLDERS

Section 5.01. Delivery and Payment for Series 2019-B Notes.

The Indenture Trustee will authenticate the Series 2019-B Notes in accordance with Section 2.03 of the Indenture. The Indenture Trustee will deliver the Series 2019-B Notes to or upon the order of the Issuer when so authenticated.

Section 5.02. Distributions.

(a) On each Payment Date, the Paying Agent will distribute to each Series 2019-B Noteholder of record on the related Record Date (other than as provided in Section 11.02 of the Indenture) such Series 2019-B Noteholder’s pro rata share (based on amounts due) of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest on the Series 2019-B Notes pursuant to this Indenture Supplement.

(b) On each Payment Date, the Paying Agent will distribute to each Series 2019-B Noteholder of record on the related Record Date (other than as provided in Section 11.02 of the Indenture) such Series 2019-B Noteholder’s pro rata share (based on amounts due) of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay principal on the Series 2019-B Notes pursuant to this Indenture Supplement.

(c) The distributions to be made pursuant to this Section are subject to the provisions of Sections 2.03, 6.01 and 7.01 of the Transfer and Servicing Agreement, Section 11.02 of the Indenture and Section 7.01 of this Indenture Supplement.

(d) Except as provided in Section 11.02 of the Indenture with respect to a final distribution, distributions to Series 2019-B Noteholders hereunder will be made (i) by wire transfer of immediately available funds to an account designated by the Series 2019-B Noteholders and (ii) without presentation or surrender of any Series 2019-B Notes or the making of any notation thereon.

Section 5.03. Reports and Statements to Series 2019-B Noteholders.

(a) Not later than the second Business Day preceding each Payment Date, the Servicer will mail or deliver to the Owner Trustee, the Indenture Trustee, the Paying Agent and each Hired Rating Agency (i) a statement substantially in the form of Exhibit B prepared by the Servicer and (ii) a certificate of an Authorized Officer substantially in the form of Exhibit C; provided that the Servicer may amend the form of Exhibit B and Exhibit C form time to time. Any statement or certificate delivered pursuant to this paragraph (a) may be delivered by electronic transmission.

(b) On each Payment Date, the Paying Agent, on behalf of the Indenture Trustee, will deliver to each Series 2019-B Noteholder a copy of each statement or certificate delivered pursuant to paragraph (a).

(c) On or before January 31 of each calendar year, beginning with calendar year 2020, the Paying Agent, on behalf of the Indenture Trustee, will furnish or cause to be furnished to each Person who at any time during the preceding calendar year was a Series 2019-B Noteholder, a statement prepared by the Servicer containing the information that is required to be contained in the statement to Series 2019-B Noteholders, as set forth in paragraph (b) above, aggregated for such calendar year together with other information as is required to be provided by an issuer of indebtedness under the Code. Such obligation of the Servicer will be deemed to have been satisfied to the extent that substantially comparable information is provided by the Paying Agent pursuant to any requirements of the Code as from time to time in effect. Any statement delivered pursuant to this paragraph (c) may be delivered by the Indenture Trustee by electronic transmission so long as the Indenture Trustee shall have provided each Series 2019-B Noteholder with free and open access (if required) to such statement.

(d) Solely with respect to the Series 2019-B Notes, Section 3.06 of the Transfer and Servicing Agreement shall be revised to read “[Reserved]”.

Section 5.04. Tax Treatment.

Each of the parties to this Indenture Supplement hereby severally covenants and agrees, in each case as to itself individually, to treat the Series 2019-B Notes (other than Tax Retained Notes, if any) as indebtedness for applicable United States federal, state, and local income and franchise tax law and for purposes of any other tax imposed on, or measured by, income.

Section 5.05. Information to be Provided by the Indenture Trustee.

The Indenture Trustee shall provide the Issuer and the Servicer (each, a “Nissan Party,” and collectively, the “Nissan Parties”) with (i) notification pursuant to Sections 2.03(b), 2.04(b) and 3.03(b) of the Transfer and Servicing Agreement and Sections 2.02(b) and 2.03(b) of the Receivables Purchase Agreement, as soon as practicable and in any event within ten Business Days, (ii) not later than the tenth day of each calendar month (or, if such day is not a Business Day, the immediately following Business Day), beginning December 10, 2019, a report substantially in the form of Exhibit D with respect to any demands described in clause (i) during the immediately preceding calendar month (or, in the case of the initial notice, since the Closing Date) and (iii) promptly upon the request by a Nissan Party, any information in its possession reasonably requested by a Nissan Party to facilitate compliance by the Nissan Parties with Rule 15Ga-1 under the Exchange Act and Items 1104(e) and 1121(c) of Regulation AB. In no event shall the Indenture Trustee be deemed to be a “securitizer” as defined in Section 15G(a) of the Exchange Act, nor shall it have any responsibility for making any filing required to be made by a securitizer under the Exchange Act or Regulation AB.

Section 5.06. Tax Forms.

Promptly upon request, each Noteholder shall provide to the Indenture Trustee, Paying Agent and/or the Issuer (or other person responsible for withholding of taxes) with the Tax Information.

ARTICLE VI

SERIES 2019-B EARLY AMORTIZATION EVENTS

Section 6.01. Series 2019-B Early Amortization Events.

If any one of the Early Amortization Events specified in the definition thereof in the Annex of Definitions or any one of the following events occurs with respect to the Series 2019-B Notes:

(i) failure by the Issuer, the Transferor, the Servicer or NMAC (if NMAC is no longer the Servicer), as applicable (a) to make any payment or deposit required by the terms of the Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Indenture or this Indenture Supplement, including but not limited to any Transferor Deposit Amounts, on or before the date occurring ten Business Days after the date such payment or deposit is required to be made, (b) to deliver a Payment Date Statement on the date required

under the Transfer and Servicing Agreement, or within the applicable grace period which will not exceed five Business Days, (c) to comply with its covenant not to create any Lien on any Receivable, or (d) to observe or perform in any material respect any other covenants or agreements set forth in the Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Indenture or this Indenture Supplement which failure (in the case of this clause (d)) continues unremedied for a period of 60 days after the date on which notice of such failure requiring the same to be remedied, has been given to the Issuer, the Transferor, the Servicer or NMAC (if NMAC is no longer the Servicer), as applicable, by the Indenture Trustee, or to the Issuer, the Transferor, the Servicer or NMAC (if NMAC is no longer the Servicer), as applicable, and the Indenture Trustee by any Holder of a Series 2019-B Note;

(ii) any representation or warranty made by (x) NMAC, as seller, in the Receivables Purchase Agreement or (y) the Transferor in the Transfer and Servicing Agreement, or any information required to be delivered by NMAC or the Transferor to identify the Accounts, proves to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, has been given to the Issuer, NMAC or the Transferor, as applicable, by the Indenture Trustee, or to the Issuer, NMAC or the Transferor, as applicable, and the Indenture Trustee by any Holder of a Series 2019-B Note and as a result the interests of the Series 2019-B Noteholders are materially and adversely affected; provided, however, that an Early Amortization Event pursuant to this clause (ii) will not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period in accordance with the provisions of the Transfer and Servicing Agreement;

(iii) the occurrence of an Insolvency Event with respect to the Issuer, the Transferor, NMAC, NNA or NML;

(iv) a failure by the Transferor to transfer to the Issuer Receivables in Additional Accounts within ten Business Days after the day on which it is required to convey those Receivables under the Transfer and Servicing Agreement;

(v) on any Payment Date, the Series 2019-B Overcollateralization Amount is reduced to an amount less than the product of (i) the applicable Series 2019-B Overcollateralization Percentage and (ii) the Series 2019-B Initial Principal Amount; provided, that, for the purpose of determining whether an Early Amortization Event has occurred pursuant to this clause (v), any reduction of the Primary Series 2019-B Overcollateralization Amount resulting from Reallocated Principal Collections to pay interest on the Series 2019-B Notes in the event the Benchmark is equal to or greater than the Reference Rate upon which interest on the Receivables is calculated on the applicable Interest Determination Date will be considered an Early Amortization Event only if the

Benchmark remains equal to or greater than such Reference Rate for the next 30 consecutive days following such Interest Determination Date; provided, further that, if the reduction occurs on any Payment Date on which the Series 2019-B Overcollateralization Percentage is increased because the average of the Monthly Payment Rates for the three preceding Collection Periods is less than 35% or the Series 2019-B Overcollateralization Percentage is further increased because the average of the Monthly Payment Rates for the three preceding Collection Periods is less than 30%, then that reduction shall be an Early Amortization Event if the Series 2019-B Overcollateralization Amount remains less than the Required Series 2019-B Overcollateralization Amount for five or more days after the Payment Date on which the Series 2019-B Overcollateralization Percentage increased;

(vi) any Servicer Default that adversely affects in any material respect the interests of any noteholder, or NMAC no longer acts as Servicer under the Transfer and Servicing Agreement;

(vii) on any Determination Date, the average of the Monthly Payment Rates for the three consecutive Collection Periods preceding such Determination Date is less than 25% for a period of at least 5 days after the date on which written notice of such event has been given to the Issuer, NMAC and the Transferor;

(viii) for three consecutive Determination Dates, the amounts on deposit in the Excess Funding Account on each such Determination Date exceed 30% of the sum of the Invested Amounts of all outstanding Series issued by the Issuer;

(ix) the Series 2019-B Outstanding Principal Amount is not repaid in full on the Series 2019-B Expected Final Payment Date;

(x) the Issuer or the Transferor becomes subject to the requirement that it register as an investment company within the meaning of the Investment Company Act of 1940; or

(xi) the occurrence of an Event of Default with respect to Series 2019-B Notes and the declaration that the Series 2019-B Notes are due and payable pursuant to the Indenture.

then, in the case of any event described in clauses (i), (ii) or (vi) above, an Early Amortization Event with respect to Series 2019-B will be deemed to have occurred only if, after the applicable grace period described in those clauses, if any, either the Indenture Trustee or Series 2019-B Noteholders holding Series 2019-B Notes evidencing more than 50% of the Series 2019-B Outstanding Principal Amount by written notice to the Transferor, NMAC, the Servicer and the Indenture Trustee (if given by Series 2019-B Noteholders), declare that an Early Amortization Event has occurred as of the date of that notice. In the case of any event described in clause (iii), (iv), (v) or clauses (vii) through (xi) above, an Early Amortization Event with respect to Series 2019-B will be deemed to have occurred without any notice or other action on the part of the Indenture Trustee or the Series 2019-B Noteholders immediately upon the occurrence of that event.

If an Early Amortization Event (other than an Early Amortization Event specified in clause (iii) or (x) above) has occurred and the Accumulation Period has not commenced, and if the Series 2019-B Noteholders holding Series 2019-B Notes evidencing more than 50% of the Series 2019-B Outstanding Principal Amount consent to the recommencement of the Revolving Period and the Rating Agency Condition with respect to the Hired Rating Agencies is satisfied, the related Early Amortization Event shall terminate and the Revolving Period shall recommence. Notwithstanding anything to the contrary herein, if an Early Amortization Event specified in clause (iii) or (x) above has occurred, the Revolving Period shall not recommence under any circumstances.

ARTICLE VII

REDEMPTION OF SERIES 2019-B NOTES;

SERIES FINAL MATURITY; FINAL DISTRIBUTIONS

Section 7.01. Redemption of Series 2019-B Notes.

(a) On any day occurring on or after the date on which the Series 2019-B Outstanding Principal Amount is reduced to 10% or less of the Series 2019-B Initial Principal Amount, the Issuer will have the option to redeem the Series 2019-B Notes, in whole but not in part, at a redemption price equal to (i) if such day is a Payment Date, the Reassignment Amount for such Payment Date or (ii) if such day is not a Payment Date, the Reassignment Amount for the Payment Date following such day.

(b) The Issuer will give the Servicer and the Indenture Trustee reasonable prior written notice of the date on which the Issuer intends to exercise its option to redeem the Series 2019-B Notes. Not later than 5:00 P.M., New York City time, on the Business Day prior to the date on which the Issuer is to redeem the Series 2019-B Notes, the Issuer will deposit into the Collection Account in immediately available funds an amount equal to the excess of the Reassignment Amount over amounts then on deposit in the Collection Account and available to be applied to the payment of the Reassignment Amount. Such redemption option is subject to payment in full of the Reassignment Amount. Following such deposit into the Collection Account in accordance with the foregoing, the Series 2019-B Invested Amount will be reduced to zero and the Series 2019-B Noteholders will have no further interest in the Receivables. The Reassignment Amount will be distributed in the manner set forth in Section 7.02.

Section 7.02. Series Final Maturity.

(a) The amount to be paid by the Transferor with respect to Series 2019-B in connection with reassignment of the Noteholders’ Collateral pursuant to Section 2.03 of the Transfer and Servicing Agreement will be the Reassignment Amount for the first Payment Date following the Collection Period in which the reassignment obligation arises under the Transfer and Servicing Agreement. With respect to the Reassignment Amount deposited into the Collection Account pursuant to Section 2.03 of the Transfer and Servicing Agreement, the

Reassignment Amount deposited into the Collection Account pursuant to Section 7.01 hereof and the proceeds from any Foreclosure Remedy pursuant to Section 5.05 of the Indenture, the Indenture Trustee will, in accordance with the written direction of the Servicer, not later than 12:00 noon, New York City time, on the related Payment Date, make distributions of the following amounts (in the priority set forth below and, in each case after giving effect to any deposits and distributions otherwise to be made on such date) in immediately available funds: (A) the Series 2019-B Outstanding Principal Amount on such Payment Date will be distributed to the Paying Agent for payment to the Series 2019-B Noteholders and (B) an amount equal to the sum of (1) Monthly Interest for such Payment Date, (2) any Monthly Interest previously due but not distributed to the Series 2019-B Noteholders on any prior Payment Date and (3) Additional Interest, if any, for such Payment Date and any Additional Interest previously due but not distributed to the Series 2019-B Noteholders on any prior Payment Date will be distributed to the Paying Agent for payment to the Series 2019-B Noteholders.

(b) Notwithstanding anything to the contrary in this Indenture Supplement, the Indenture or the Transfer and Servicing Agreement, all amounts distributed to the Paying Agent pursuant to Section 7.02(a) for payment to the Series 2019-B Noteholders will be deemed distributed in full to the Series 2019-B Noteholders on the date on which such funds are distributed to the Paying Agent pursuant to this Section and will be deemed to be a final distribution pursuant to Section 11.02 of the Indenture.

Section 7.03. No Defeasance.

The Issuer shall not have the option to be discharged from its obligations with respect of the Series 2019-B Notes as described in Section 11.04 of the Indenture.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

Section 8.01. Ratification of Agreement. As supplemented by this Indenture Supplement, the Indenture is in all respects ratified and confirmed and the Indenture as so supplemented by this Indenture Supplement is to be read, taken and construed as one and the same instrument.

Section 8.02. Form of Delivery of Series 2019-B Notes.

(a) The Series 2019-B Notes shall be Global Notes and shall be delivered as provided in Section 2.03 of the Indenture; provided that any Retained Notes shall be issued as Definitive Notes and the holder of such Retained Notes shall be a Note Owner and a Noteholder for all purposes of the Indenture.

Section 8.03. Notices.

All notices, requests, reports, consents or other communications required to be delivered to the Rating Agencies hereunder or under the Indenture shall be delivered to each Rating Agency then rating the Notes; provided, however, that all notices, requests, reports, consents or other communications required to be delivered to the Rating Agencies hereunder or under the Indenture shall be deemed to be delivered if a copy of such notice, request, report, consent or other communication has been posted on any website maintained by or on behalf of NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240 17g-5(a)(3).

Section 8.04. Amendments and Waivers.

(a) Without limiting Section 4.13(a), this Indenture Supplement may be amended by the Transferor, Servicer and the Issuer with the consent of the Indenture Trustee, but without the consent of any of the Series 2019-B Noteholders, to cure any ambiguity, correct or supplement any provision herein that may be inconsistent with any other provision herein, or for any other purpose; provided that (i)(A) the Servicer shall have delivered an Officer’s Certificate to the Indenture Trustee and the Owner Trustee stating that such amendment will not materially and adversely affect any Series 2019-B Noteholder or (B) the Rating Agency Condition with respect to the Hired Rating Agencies shall have been satisfied with respect to such Amendment and (ii) the Issuer shall have received a Required Federal Income Tax Opinion and have delivered a copy to the Indenture Trustee.

If any proposed amendment or supplement described in this Section 8.04(a) would materially and adversely affect any of the rights or obligations of any Certificateholder, as determined by the Servicer and set forth in an Officer’s Certificate delivered by the Servicer to the Owner Trustee, the Owner Trustee shall obtain the consent of each Certificateholder prior to the adoption of such amendment or supplement; provided, that no Certificateholder’s consent to any such amendment or supplement shall be unreasonably withheld or delayed, and provided, further, that each Certificateholder’s consent will be deemed to have been given if such Certificateholder does not object in writing within 10 days of receipt of a written request for such consent. Upon receipt of the consent, or deemed consent, of each Certificateholder, the Owner Trustee shall notify the Indenture Trustee of such consent or deemed consent.

(b) Subject to Section 4.13(a), this Indenture Supplement may also be amended from time to time by the Transferor, the Servicer and the Issuer, with the consent of the Indenture Trustee, receipt by the Issuer with a copy to the Indenture Trustee, of a Required Federal Income Tax Opinion and the consent of:

(i) the holders of notes evidencing a majority of the outstanding Series 2019-B Notes; or

(ii) in the case of any amendment that does not adversely affect the Indenture Trustee or any Series 2019-B Noteholders, the Holders of the Certificates evidencing a majority of the outstanding Certificate balance;

for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture Supplement or of modifying in any manner the rights of those Series 2019-B Noteholders or Certificateholders; provided, however, that no amendment shall:

(x) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Series 2019-B Notes or distributions that are required to be made for the benefit of those Series 2019-B Noteholders or Certificateholders or change the Note Interest Rate or the Specified Reserve Account Balance (except as described above under clause (ii) of subsection (a) above) without the consent of each “adversely affected” Series 2019-B Noteholder or Certificateholder; or

(y) reduce the aforesaid percentage of the outstanding Series or Class of Notes or Certificate Balance of the Certificates which is required to consent to any amendment, without the consent of the holders of all the then outstanding Series 2019-B Notes or Certificates.

An amendment referred to above will be deemed not to adversely affect a Series 2019-B Noteholder if the Rating Agency Condition with respect to the Hired Rating Agencies with respect to such amendment shall have been satisfied. In connection with any amendment referred to in clause (x) above, the Servicer shall deliver an Officer’s Certificate to the Indenture Trustee and the Owner Trustee stating that those Noteholders and Certificateholders whose consents were not obtained were not adversely affected by such amendment.

It shall not be necessary for the consent of the Certificateholders or the Noteholders pursuant to this Section 8.04 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.

(c) Promptly after the execution of any amendment or consent to this Indenture Supplement, the Servicer shall furnish a copy of such amendment or consent to each Hired Rating Agency.

(d) Prior to the execution of any amendment to this Indenture Supplement, the Owner Trustee and the Indenture Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Owner Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s or the Indenture Trustee’s, as applicable, own rights, duties or immunities under this Indenture Supplement or otherwise. No amendment to this Indenture Supplement which materially adversely affects the Owner Trustee shall be effective without the prior written consent of the Owner Trustee.

(e) If, at any time and from time to time when the Series 2019-B Notes are outstanding, the Issuer determines that an amendment to this Indenture Supplement is desirable for the Issuer to issue additional Series 2019-B Notes, then the Issuer and the Indenture Trustee may enter into such amendment without obtaining the consent of the Series 2019-B Noteholders; provided, that (a) the Rating Agency Condition with respect to the Hired Agencies has been satisfied, (b) the Issuer has delivered to the Indenture Trustee and the Owner Trustee a Required Federal Income Tax Opinion and (c) the Series 2019-B Invested Amount of the Series 2019-B Notes and all amounts relating to the Series 2019-B Overcollateralization Amount shall be adjusted proportionately.

(f) If, at any time when the Series 2019-B Notes are outstanding, and from time to time the Issuer determines that an amendment to the Indenture is desirable to conform to the Prospectus, then the Issuer and the Indenture Trustee may enter into such amendment without obtaining the consent of the Series 2019-B Noteholders; provided, that (i) the Issuer has delivered notice of such amendment to the Rating Agencies on the date such amendment becomes effective and (ii) the Rating Agency Condition has been satisfied.

(g) Notwithstanding anything in this Section 8.04 or in any Transaction Document to the contrary, following the occurrence of an Alternate Rate Event, this Indenture Supplement may be amended by the parties thereto, without the consent of any of the Series 2019-B Noteholders and without satisfying any other amendment provisions of this Indenture Supplement or any other Transaction Document in connection with the determination and calculation of an Alternative Benchmark Rate, a Benchmark Spread Adjustment and any Alternative Rate Conforming Changes; provided, that the Issuer has delivered notice of such amendment to the Rating Agencies on or prior to the date such amendment is executed. For the avoidance of doubt, any Alternative Rate Conforming Changes in any amendment to this Indenture Supplement may be retroactive (including retroactive to the date of an Alternate Rate Event) and this Indenture Supplement may be amended more than once in connection with Alternative Rate Conforming Changes; provided, that no such retroactive Alternative Rate Conforming Change will alter any interest payment previously paid.

Section 8.05. Counterparts. This Indenture Supplement may be executed in two or more counterparts, and by different parties on separate counterparts, each of which will be an original, but all of which will constitute one and the same instrument.

Section 8.06. Governing Law. THIS INDENTURE SUPPLEMENT AND EACH SERIES 2019-B NOTE ARE TO BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICTS OF LAWS PRINCIPLES.

Section 8.07. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and are not intended to affect the construction hereof.

Section 8.08. Waiver of Jury Trial. Each of the parties hereto hereby waives, to the fullest extent permitted by applicable law, any right that it may have to a trial by jury in respect to any legal action or proceeding relating to this agreement.

Section 8.09. Compliance with Regulation AB. So long as the Transferor is required to file any reports with respect to the Issuer under the Exchange Act, the Servicer agrees to perform all duties and obligations applicable to or required of the Issuer set forth in Appendix A attached hereto and made a part hereof in all respects and makes the representations and warranties therein applicable to it.

Section 8.10. Asset Representations Review. If the Status Percentage on any Payment Date exceeds the Status Trigger, then Series 2019-B Noteholders (if the Series 2019-B Notes are represented by Definitive Notes) or Series 2019-B Note Owners (if the Series 2019-B Notes are represented by Book-Entry Notes) holding at least 5% of the principal balance of the

Series 2019-B Notes as of the filing of the Form 10-D disclosing that the Status Percentage exceeds the Status Trigger (the “Instituting Noteholders”) may elect to initiate a vote to determine whether the Asset Representations Reviewer should conduct an Asset Review by giving written notice to the Indenture Trustee of their desire to institute such a vote within 90 days after the filing of the Form 10-D disclosing that the Status Percentage exceeds the Status Trigger. If any Instituting Noteholder is not a Series 2019-B Noteholder as reflected on the Note Register, the Indenture Trustee may require such Instituting Noteholder to provide Verification Documents to confirm that the Instituting Noteholder is, in fact, a Series 2019-B Note Owner. If the Instituting Noteholders initiate a vote as described above, the Indenture Trustee shall submit the matter to a vote of all Series 2019-B Noteholders, which shall be through the Clearing Agency if the Series 2019-B Notes are represented by Book-Entry Notes. The Record Date for purposes of determining the identity of Series 2019-B Noteholders or Series 2019-B Note Owners, as applicable, entitled to vote shall be the date of filing of the Form 10-D disclosing that the Status Percentage exceeds the Status Trigger. The vote will remain open until the 150^th day after the filing of the Form 10-D disclosing that the Status Percentage exceeds the Status Trigger. The “Noteholder Direction” shall be deemed to have occurred if Series 2019-B Noteholders representing at least a majority of the voting Series 2019-B Noteholders vote in favor of directing an Asset Review by the Asset Representations Reviewer. Following the completion of the voting process, the next Form 10-D filed by the Transferor will disclose whether or not a Noteholder Direction has occurred. Each of NMAC, the Transferor and the Issuer hereby acknowledges and agrees that it shall reasonably cooperate with the Indenture Trustee to facilitate any vote by the Instituting Noteholders pursuant to terms of this Section 8.10.

Within 5 Business Days of the Review Satisfaction Date, the Indenture Trustee will send a Review Notice to NMAC, the Transferor, the Servicer and the Asset Representations Reviewer.

For the avoidance of doubt, neither the Indenture Trustee nor the Owner Trustee shall be required to (i) determine whether, or give notice to Series 2019-B Noteholders that, a Status Trigger has occurred or (ii) determine which assets are subject to an Asset Review by the Asset Representations Reviewer. For the avoidance of doubt, receipt by the Indenture Trustee of a Review Report shall not constitute actual knowledge or discovery of any breach of a representation or warranty.

Notwithstanding the preceding clauses of this Section 8.10, a Series 2019-B Noteholder (if the Series 2019-B Notes are represented by Definitive Notes) or Series 2019-B Note Owner (if the Series 2019-B Notes are represented by Book-Entry Notes) need not direct an Asset Review be performed prior to (i) notifying (or directing the Indenture Trustee to notify) NMAC of a breach of the Transferor’s representations and warranties in Section 2.04(a) of the Transfer and Servicing Agreement that would require the Transferor or NMAC to accept reassignment, or purchase, of any Account or the related Receivables, or (ii) referring the matter, at its discretion, to either mediation or arbitration pursuant to Section 8.11 of this Indenture Supplement.

Section 8.11. Dispute Resolution.

(a) If the Transferor, the Issuer, an Investor or the Indenture Trustee (acting at the direction of an Investor, in which case the Indenture Trustee shall be entitled to all of the protections of Section 6.03(d) of the Indenture) (the “Requesting Party”) requests that the Transferor or NMAC accept a reassignment, or repurchase, of any Receivables, NMAC will inform the Requesting Party in writing upon a determination by NMAC that a Receivable will be reassigned or repurchased, as applicable, and the Payment Date Statement with respect to the related Collection Period will include disclosure of such reassignment or repurchase. If the request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within 180 days of the receipt of notice of the request by the Servicer, the Requesting Party will have the right to refer the matter, at its discretion, to either mediation or arbitration pursuant to this Section 8.11. A failure of NMAC to inform the Requesting Party that a Receivable subject to a request will be reassigned or repurchased within 180 days of the receipt of the request shall be deemed to be a determination by NMAC that no reassignment or repurchase of that Receivable is required. If the Requesting Party is the Indenture Trustee, the Indenture Trustee will follow the direction of the related Investor or Certificateholder, as applicable, during the mediation or arbitration. Under no circumstances will the Indenture Trustee be liable for any costs, expenses and/or liabilities that could be allocated to the Requesting Party.

(b) The Requesting Party will provide notice in accordance with the provisions of Section 12.04 of the Indenture of its intention to refer the matter to mediation or arbitration, as applicable, to the Servicer, with a copy to the Issuer, the Owner Trustee and the Indenture Trustee. The Servicer agrees that it will participate in the resolution method selected by the Requesting Party. The Servicer shall provide notice to the Transferor, Issuer, the Owner Trustee, and the Indenture Trustee that the Servicer has received a request to mediate or arbitrate a repurchase request. Upon receipt of such notice, the Transferor, the Issuer, the Owner Trustee (acting at the direction of the Certificateholders) and the Indenture Trustee (acting at the direction of Series 2019-B Noteholders or Series 2019-B Note Owners) shall advise the Requesting Party and the Servicer of an intent to join in the mediation or arbitration, which shall result in their being joined as a Requesting Party in the proceeding. A Requesting Party may not initiate a mediation or arbitration pursuant to this Section 8.11 with respect to an Account that is, or has been, the subject of an ongoing or previous mediation or arbitration (whether by that Requesting Party or another Requesting Party) but will have the right to join an existing mediation or arbitration with respect to that Account if the mediation or arbitration has not yet concluded, subject to a determination by the parties to the existing mediation or arbitration that such joinder would not prejudice the rights of the participants to such existing mediation or arbitration or unduly delay such proceeding.

(i) The mediation will be administered by a nationally recognized arbitration and mediation association pursuant to such association’s mediation procedures in effect at such time.

(ii) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation.

(iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute and will be appointed from a roster of neutrals maintained by the American Arbitration Association (the “AAA”).

(d) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply:

(i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such time.

(ii) The arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list of neutrals maintained by AAA.

(iii) The arbitrator will make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Indenture Supplement, and may not modify or change this Indenture Supplement in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the Servicer shall not be required to pay more than the applicable Repurchase Price with respect to any Account and the related Receivables which the Servicer is required to purchase or reallocate under the terms of the Transfer and Servicing Agreement. In its final determination, the arbitrator will determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its reasonable discretion. If an Asset Review was conducted in connection with the Account and related Receivables that are the subject of the arbitration, then the arbitrator will determine the party or parties required to pay the related Asset Reviewer Fee. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. The determination will be final and non-appealable absent manifest error and may be enforced in any court of competent jurisdiction.

(iv) By selecting arbitration, the Requesting Party is waiving the right to sue in court, including the right to a trial by jury.

(v) No person may bring a putative or certified class action to arbitration.

(e) For the avoidance of doubt, neither the Owner Trustee nor the Indenture Trustee shall be responsible for evaluating the qualification of any mediator or arbitrator or paying the costs, expenses and fees of any mediation or arbitration initiated by a Requesting Party or other liabilities that could be allocated to the Requesting Party, in accordance with this Section 8.11.

(f) The following provisions will apply to both mediations and arbitrations:

(i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the Requested Parties;

(ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law;

(iii) The details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase request, mediations or arbitration proceedings conducted under this Section 8.11, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except disclosures required by Applicable Law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 8.11) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the Servicer, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party, and except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in connection with any resolution procedure under this Section 8.11, and the Asset Representations Reviewer, if an Asset Review has been conducted), if the disclosing Party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosed.

Section 8.12. Preservation of Information; Communications to Noteholders.

(a) A Series 2019-B Noteholder (if the Series 2019-B Notes are represented by Definitive Notes) or a Series 2019-B Note Owner (if the Series 2019-B Notes are represented by Book-Entry Notes) may send a request to the Transferor at any time notifying the Transferor that such Series 2019-B Noteholder or Series 2019-B Note Owner, as applicable, would like to communicate with other Series 2019-B Noteholders or Series 2019-B Note Owners, as applicable, with respect to an exercise of their rights under the terms of the Transaction Documents. If the requesting party is not a Series 2019-B Noteholder as reflected on the Note Register, the Transferor may require that the requesting party provide Verification Documents. Each request must include (i) the name of the requesting Series 2019-B Noteholder or Series 2019-B Note Owner, and (ii) a description of the method by which other Series 2019-B Noteholders or Series 2019-B Note Owners, as applicable, may contact the requesting Series 2019-B Noteholder or Series 2019-B Note Owner. A Series 2019-B Noteholder or Series 2019-B Note Owner, as applicable, that delivers a request under this Section 8.12 will be deemed to have certified to the Issuer and the Servicer that its request to communicate with other Series 2019-B Noteholders or Series 2019-B Note Owners, as applicable, relates solely to a possible exercise of rights under this Indenture Supplement or the other Transaction Documents, and will not be used for other purposes. In each monthly distribution report on Form 10-D under the Exchange Act with respect to the Issuer, the Transferor shall include disclosure regarding any request that complies with the requirements of this Section 8.12 received during the related Collection Period from a Series 2019-B Noteholder or Series 2019-B Note Owner to communicate with other Series 2019-B Noteholders or Series 2019-B Note Owners, as applicable, related to the Series 2019-B Noteholders or Series 2019-B Note Owners exercising their rights under the terms of the Transaction Documents. The disclosure in such Form 10-D regarding the request to communicate shall include (w) the name of the investor making the request, (x) the date the request was received, (y) a statement to the effect that the Issuer has received a request from such Series 2019-B Noteholder or Series 2019-B Note Owner, as applicable, stating that such Series 2019-B Noteholder or Series 2019-B Note Owner, as applicable, is interested in communicating with other Series 2019-B Noteholders or Series 2019-B Note Owners, as applicable, with regard to the possible exercise of rights under the Transaction Documents, and (z) a description of the method other Series 2019-B Noteholders or Series 2019-B Note Owners, as applicable, may use to contact the requesting Series 2019-B Noteholder or Series 2019-B Note Owner.

Section 8.13. No Obligation to Monitor.

(a) The Indenture Trustee shall not be obligated to monitor, supervise or enforce the performance of the Transferor or NMAC under the Transaction Documents, except as otherwise expressly specified herein.

[Signature Page to Follow]

IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this Indenture Supplement to be duly executed by their respective authorized officers, all as of the day and year first written above.


NISSAN MASTER OWNER TRUST RECEIVABLES, as Issuer

By:	Wilmington Trust Company, not in its
	individual capacity, but solely as Owner
	Trustee

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


Agreed and accepted as of November 25, 2019

NISSAN MOTOR ACCEPTANCE CORPORATION,
as Servicer

By:		/s/ Kevin J. Cullum
		Name: Kevin J. Cullum
		Title: President

SOLELY WITH RESPECT TO SECTION 5.03(d):

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

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

S-1

EXHIBIT A

FORM OF

SERIES 2019-B NOTE

[UNLESS THIS SERIES 2019-B NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE INDENTURE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY SERIES 2019-B NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]^*

THE OUTSTANDING PRINCIPAL AMOUNT OF THIS SERIES 2019-B NOTE MAY BE REDUCED FROM TIME TO TIME BY DISTRIBUTIONS ON THIS SERIES 2019-B NOTE ALLOCABLE TO PRINCIPAL. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THIS SERIES 2019-B NOTE, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE MAY BE DIFFERENT FROM THE INITIAL PRINCIPAL AMOUNT SHOWN BELOW. ANYONE ACQUIRING THIS SERIES 2019-B NOTE MAY ASCERTAIN THE CURRENT OUTSTANDING PRINCIPAL AMOUNT OF THIS SERIES 2019-B NOTE BY INQUIRY OF THE INDENTURE TRUSTEE. ON THE DATE OF THE INITIAL ISSUANCE OF THIS SERIES 2019-B NOTE, THE INDENTURE TRUSTEE IS U.S. BANK NATIONAL ASSOCIATION.

THIS NOTE IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED OR GUARANTEED BY, ANY GOVERNMENTAL AGENCY OR NISSAN WHOLESALE RECEIVABLES CORPORATION II, NISSAN MOTOR ACCEPTANCE CORPORATION, NISSAN NORTH AMERICA, INC., NISSAN MOTOR CO., LTD., ANY TRUSTEE OR ANY OF THEIR AFFILIATES.

THE HOLDER OF THIS SERIES 2019-B NOTE, BY ACCEPTANCE OF THIS SERIES 2019-B NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREES TO TREAT THE SERIES 2019-B NOTES AS INDEBTEDNESS FOR APPLICABLE UNITED STATES FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY, INCOME.

BY ACQUIRING THIS SERIES 2019-B NOTE (OR ANY INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE (AND IF THE PURCHASER OR TRANSFEREE IS A PLAN (AS DEFINED BELOW), ITS FIDUCIARY) IS DEEMED TO (A) REPRESENT AND WARRANT THAT EITHER (I) SUCH PURCHASER OR TRANSFEREE IS NOT ACQUIRING THIS SERIES 2019-B NOTE (OR INTEREST HEREIN) WITH THE ASSETS

^*	Global Notes only.

Exhibit A-1

OF A PLAN THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH, A “BENEFIT PLAN INVESTOR”), OR A PLAN THAT IS SUBJECT TO A LAW THAT IS SIMILAR TO THE FIDUCIARY AND PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) THE ACQUISITION AND HOLDING OF THIS SERIES 2019-B NOTE (OR INTEREST HEREIN) WILL NOT, IN THE CASE OF A BENEFIT PLAN INVESTOR, GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR, IN THE CASE OF A PLAN THAT IS SUBJECT TO SIMILAR LAW, RESULT IN A VIOLATION OF ANY SIMILAR LAW AND (B) ACKNOWLEDGE AND AGREE THAT THIS SERIES 2019-B NOTE (OR ANY INTEREST HEREIN) MAY NOT BE ACQUIRED BY BENEFIT PLAN INVESTORS OR PLANS THAT ARE SUBJECT TO SIMILAR LAW AT ANY TIME THAT SUCH SERIES 2019-B NOTE IS NOT RATED INVESTMENT GRADE BY A NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION OR THIS SERIES 2019-B NOTE HAS BEEN CHARACTERIZED AS OTHER THAN INDEBTEDNESS FOR APPLICABLE LOCAL LAW PURPOSES. FOR PURPOSES OF THE FOREGOING, “PLAN” MEANS AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA WHETHER OR NOT SUBJECT TO TITLE I OF ERISA, A “PLAN” AS DEFINED IN SECTION 4975 OF THE CODE, OR ANY ENTITY OR ACCOUNT DEEMED TO HOLD THE “PLAN ASSETS” OF ANY OF THE FOREGOING.

Exhibit A-2


Registered		$[•]

No. R-[•]

NISSAN MASTER OWNER TRUST RECEIVABLES,

SERIES 2019-B NOTE

Nissan Master Owner Trust Receivables (herein referred to as the “Issuer”), a Delaware statutory trust formed by a Trust Agreement dated as of May 13, 2003, as amended and restated by an Amended and Restated Trust Agreement, dated as of October 15, 2003, for value received, hereby promises to pay to [•], or registered assigns, subject to the following provisions, the principal sum of $[•], or such lesser amount, as determined in accordance with the Indenture (referred to herein) and the Indenture Supplement (referred to herein), on the Series 2019-B Final Maturity Date, except as otherwise provided below or in the Indenture Supplement. The Issuer will pay interest on the unpaid principal amount of this Series 2019-B Note at the Note Rate on each Payment Date until the principal amount of this Series 2019-B Note is paid in full. Interest on this Series 2019-B Note will accrue for each Payment Date from and including the most recent Payment Date on which interest has been paid to but excluding such Payment Date or, for the initial Payment Date, from and including the Series 2019-B Issuance Date to but excluding such Payment Date.Interest will be computed as provided in the Indenture Supplement. Principal of this Series 2019-B Note will be paid in the manner specified on the reverse hereof.

The principal of and interest on this Series 2019-B Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

Reference is made to the further provisions of this Series 2019-B Note set forth on the reverse hereof, which will have the same effect as though fully set forth on the face of this Series 2019-B Note.

Unless the certificate of authentication hereon has been executed by or on behalf of the Indenture Trustee, by manual signature, this Series 2019-B Note will not be entitled to any benefit under the Indenture or the Indenture Supplement referred to on the reverse hereof, or be valid for any purpose.

Exhibit A-3

IN WITNESS WHEREOF, the Issuer has caused this Series 2019-B Note to be duly executed.


NISSAN MASTER OWNER TRUST
RECEIVABLES, as Issuer

By: WILMINGTON TRUST COMPANY, not in
its individual capacity, but solely as Owner Trustee



By
Name:
Title:

Dated: ________, 2019

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the Series described therein and referred to in the within-mentioned Indenture.


U.S. BANK NATIONAL ASSOCIATION,
not in its individual capacity, but solely as
Indenture Trustee



By
Name:
Title:

Exhibit A-4

NISSAN MASTER OWNER TRUST RECEIVABLES,

SERIES 2019-B NOTE

Summary of Terms and Conditions

This Series 2019-B Note is one of a duly authorized issue of Notes of the Issuer, designated as the Nissan Master Owner Trust Receivables, Series 2019-B Note (the “Series 2019-B Notes”), issued under the Amended and Restated Indenture, dated as of October 15, 2003 (the “Indenture”), between the Issuer and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”), as supplemented by the Series 2019-B Indenture Supplement, dated as of November 25, 2019 (the “Indenture Supplement”), between the Issuer and the Indenture Trustee and representing the right to receive certain payments from the Issuer. The term Indenture, unless the context otherwise requires, refers to the Indenture as supplemented by the Indenture Supplement. The Series 2019-B Notes are subject to all of the terms of the Indenture and the Indenture Supplement. All terms used in this Series 2019-B Note that are defined in the Annex of Definitions relating to the Indenture and the other Transaction Documents or the Indenture Supplement have the meanings assigned to them in or pursuant thereto, as applicable. In the event of any conflict or inconsistency between the Annex of Definitions or the Indenture Supplement, as applicable, and this Series 2019-B Note, the Annex of Definitions or the Indenture Supplement, as applicable, controls.

The Series 2019-B Noteholder, by its acceptance of this Series 2019-B Note, agrees that it will look solely to the property of the Issuer allocated to the payment of this Series 2019-B Note for payment hereunder and that the Indenture Trustee is not liable to the Series 2019-B Noteholders for any amount payable under this Series 2019-B Note or the Indenture or, except as expressly provided in the Indenture, subject to any liability under the Indenture.

This Series 2019-B Note does not purport to summarize the Indenture and reference is made to the Indenture and the Indenture Supplement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Indenture Trustee.

The Series 2019-B Initial Principal Amount is $[•]. The Series 2019-B Outstanding Principal Amount on any date of determination will be an amount equal to (a) the Initial Principal Amount, minus (b) the aggregate amount of principal payments made to the Series 2019-B Noteholders on or before such date. Payments of principal of the Series 2019-B Notes will be made in accordance with the provisions of the Indenture and the Indenture Supplement.

Subject to the terms and conditions of the Indenture and the Trust Agreement, the Transferor may, from time to time, direct the Owner Trustee, on behalf of the Issuer, to issue one or more new Series of Notes. The Series 2019-B Notes are included in Excess Interest Sharing Group One and Excess Principal Sharing Group One.

Exhibit A-5

On each Payment Date, the Paying Agent will distribute to each Series 2019-B Noteholder of record on the related Record Date (except for the final distribution in respect of this Series 2019-B Note) such Series 2019-B Noteholder’s pro rata share of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest and principal on the Series 2019-B Notes pursuant to the Indenture Supplement. Except as provided in the Indenture with respect to a final distribution, distributions to the Series 2019-B Noteholders shall be made (i) on the due date thereof, to an account designated by the holder of this Series 2019-B Note, in United States dollars and in immediately available funds and (ii) without presentation or surrender of any Series 2019-B Note or the making of any notation thereon. Final payment of this Series 2019-B Note will be made only upon presentation and surrender of this Series 2019-B Note at the office or agency specified in the notice of final distribution delivered by the Indenture Trustee to the Series 2019-B Noteholders in accordance with the Indenture.

On any day occurring on or after the date on which the Series 2019-B Outstanding Principal Amount is reduced to 10% or less of the Series 2019-B Initial Principal Amount, the Issuer will have the option to redeem the Series 2019-B Notes, at a purchase price equal to (i) if such day is a Payment Date, the Reassignment Amount for such Payment Date or (ii) if such day is not a Payment Date, the Reassignment Amount for the Payment Date following such day.

This Series 2019-B Note does not represent an obligation of, or an interest in, the Transferor, Nissan Motor Acceptance Corporation, Nissan Motor Co., Ltd. or any Affiliate of any of them and is not insured or guaranteed by any governmental agency or instrumentality.

Each Series 2019-B Noteholder, by accepting a Note, hereby covenants and agrees that it will not at any time institute against the Issuer or the Transferor, or join in instituting against the Issuer or the Transferor, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law.

The Issuer, the Transferor, the Indenture Trustee and any agent of the Issuer, Transferor or the Indenture Trustee will treat the person in whose name this Series 2019-B Note is registered as the owner hereof for all purposes, and none of the Issuer, the Transferor, the Indenture Trustee or any agent of the Issuer, Transferor or the Indenture Trustee will be affected by notice to the contrary.

THIS SERIES 2019-B NOTE IS TO BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICTS OF LAWS PRINCIPLES.

Exhibit A-6

ASSIGNMENT

Social Security or other identifying number of assignee________________________

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (name and address of assignee) the within Series 2019-B Note and all rights thereunder, and hereby irrevocably constitutes and appoints ________________________________________________, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated: ^*

Signature Guaranteed:

^*	The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

Exhibit A-7

EXHIBIT B

FORM OF PAYMENT DATE STATEMENT

[On file with the Servicer]

Exhibit B-1

EXHIBIT C

FORM OF AUTHORIZED OFFICER CERTIFICATE

[Name of Servicer]

NISSAN MASTER OWNER TRUST RECEIVABLES,

SERIES 2019-B

Pursuant to Section 3.04 of the Amended and Restated Transfer and Servicing Agreement, dated as of October 15, 2003 (as in effect on the date hereof, the “Transfer and Servicing Agreement”), among Nissan Wholesale Receivables Corporation II, as transferor (the “Transferor”), Nissan Master Owner Trust Receivables, as issuer (the “Issuer”) and Nissan Motor Acceptance Corporation, as servicer (the “Servicer”) and Section 5.03(a) of the Indenture Supplement, dated as of November 25, 2019 (as in effect on the date hereof, the “Indenture Supplement”) to the Amended and Restated Indenture, dated as of October 15, 2003 (as in effect on the date hereof, the “Base Indenture”; and together with the Indenture Supplement, the “Indenture”), each between the Issuer and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”), the Servicer is required to prepare a Payment Date Statement. The undersigned, a duly Authorized Officer of the Servicer, does hereby certify in this Certificate (this “Certificate”):

(i) Capitalized terms used in this Certificate have their respective meanings set forth in the Annex of Definitions attached to the Transfer and Servicing Agreement or the Indenture Supplement, as applicable.

(ii) This Certificate is being delivered pursuant to Section 5.03(a) of the Indenture Supplement.

(iii) The undersigned is the Servicer under the Indenture and the Transfer and Servicing Agreement. The undersigned is an Authorized Officer of the Servicer.

(iv) The date of this Certificate is on, or prior to, the Determination Date related to the Payment Date occurring on _________________.

(v) As of the date hereof, to the best knowledge of the undersigned, the Servicer has performed in all material respects all its obligations under the Indenture and the Transfer and Servicing Agreement through the Collection Period preceding such Payment Date [or, if there has been a default in the performance of any such obligation, set forth in detail the (i) nature of such default, (ii) the action taken by the Transferor and Servicer, if any, to remedy such default and (iii) the current status of each such default].

(vi) As of the date hereof, no Early Amortization Event or Event of Default has occurred and is continuing under (and as defined in) the Indenture and, to the best knowledge of the undersigned, no event or condition exists which with notice and/or the passage of time, would constitute an Early Amortization Event or Event of Default.

Exhibit C-1

(vii) The Payment Date Statement with respect to the Payment Date occurring on ___________________ is true, complete and accurate in all material respects.

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Certificate this __ day of .


[ ],
as Servicer



By:
Name:
Title:

Exhibit C-2

EXHIBIT D

ASSET REPURCHASE DEMAND ACTIVITY REPORT

Reporting Period: ________________________

☐ Check here if nothing to report.


Transaction	Loan No.	Activity During Period
Transaction	Loan No.	Date of Reputed Demand	Party Making Reputed Demand	Date of Withdrawal of Reputed Demand
NMOTR 2019-B

Exhibit D-1

APPENDIX A

REGULATION AB REPRESENTATIONS, WARRANTIES AND COVENANTS

PART I

DEFINED TERMS

Section 1.01. As used in this Appendix A, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined); unless otherwise defined herein, terms used in this Appendix A that are defined in the Indenture Supplement to which this Appendix A is attached shall have the same meanings herein as in the Indenture Supplement:

“Commission”: The United States Securities and Exchange Commission.

“Regulation AB”: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such regulation may be amended from time to time and subject to such clarification and interpretation as have been provided by the Commission, including without limitation in the adopting releases Asset-Backed Securities, Securities Act Release No. 33-8518, Securities Exchange Act Release No. 34-50905, 70 Fed. Reg. 1,506, 1,531 (January 7, 2005) and Asset-Backed Securities Disclosure and Registration, Securities Act Release No. 33-9638, Securities Exchange Act Release No. 34-72982, 79 Fed. Reg. 57184 (September 24, 2014) or by the staff of the Commission, or as may be provided in writing by the Commission or its staff from time to time.

“Securities Act”: The Securities Act of 1933, as amended.

PART II

COMPLIANCE WITH REGULATION AB

Section 2.01. Intent of the Parties; Reasonableness.

Each of the Issuer, the Indenture Trustee, the Transferor and the Servicer acknowledges and agrees that the purpose of Part II of this Appendix A is to facilitate compliance by the Issuer, the Indenture Trustee, the Transferor, and the Servicer with the provisions of Regulation AB and related rules and regulations of the Commission.

Neither the Issuer nor the Transferor shall exercise its right to request delivery of information, reports or other performance under these provisions for purposes other than compliance with Regulation AB. Each of the Issuer, the Indenture Trustee, the Transferor and the Servicer acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and the Servicer hereby agrees to reasonably comply with all reasonable requests made by the Issuer (including any of its assignees or designees), the Indenture Trustee or the Transferor, as the case may be, in good faith for delivery of such information or reports, including, without limitation, any Servicer compliance statements and reports, and assessments of compliance and attestation, as may be required under the then-current interpretations of Regulation AB.

Appendix A-1

Notwithstanding the foregoing, each of the Issuer, the Indenture Trustee, the Transferor and the Servicer hereby agree to comply with all applicable sections of Regulation AB, including, without limitation, Item 1122 of Regulation AB, which includes the delivery by the Servicer of compliance statements and assessment and attestation reports, and the Servicer shall obtain from each party participating in the servicing function the reports required by Item 1122 of Regulation AB.

Appendix A-2

EX-10.1 3 d838746dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

ASSET REPRESENTATIONS REVIEW AGREEMENT

among

NISSAN MASTER OWNER TRUST RECEIVABLES,

as Issuer

NISSAN MOTOR ACCEPTANCE CORPORATION,

as Sponsor and Servicer

and

CLAYTON FIXED INCOME SERVICES LLC,

as Asset Representations Reviewer

Dated as of November 25, 2019

TABLE OF CONTENTS


		Page
ARTICLE I	USAGE AND DEFINITIONS		1

Section 1.1.	Usage and Definitions		1
Section 1.2.	Additional Definitions		2

ARTICLE II	ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER		2

Section 2.1.	Engagement; Acceptance		2
Section 2.2.	Confirmation of Scope		3

ARTICLE III	ASSET REPRESENTATIONS REVIEW PROCESS		3

Section 3.1.	Review Notices		3
Section 3.2.	Identification of Subject Assets		3
Section 3.3.	Review Materials		3
Section 3.4.	Performance of Reviews		4
Section 3.5.	Review Reports		4
Section 3.6.	Dispute Resolution		5
Section 3.7.	Limitations on Review Obligations		5

ARTICLE IV	ASSET REPRESENTATIONS REVIEWER		6

Section 4.1.	Representations and Warranties		6
Section 4.2.	Covenants		7
Section 4.3.	Fees, Expenses and Indemnities		7
Section 4.4.	Limitation on Liability		8
Section 4.5.	Indemnification by Asset Representations Reviewer		8
Section 4.6.	Inspections of Asset Representations Reviewer		9
Section 4.7.	Delegation of Obligations		9
Section 4.8.	Confidential Information		9
Section 4.9.	Personally Identifiable Information		11

ARTICLE V	RESIGNATION AND REMOVAL; SUCCESSOR ASSET REPRESENTATIONS REVIEWER		13

Section 5.1.	Eligibility Requirements for Asset Representations Reviewer		13
Section 5.2.	Resignation and Removal of Asset Representations Reviewer		13
Section 5.3.	Successor Asset Representations Reviewer		14
Section 5.4.	Merger, Consolidation or Succession		14

TABLE OF CONTENTS

(continued)


		Page
ARTICLE VI	OTHER AGREEMENTS		14

Section 6.1.	Independence of Asset Representations Reviewer		14
Section 6.2.	No Petition		15
Section 6.3.	Limitation of Liability of Owner Trustee		15
Section 6.4.	Termination of Agreement		15

ARTICLE VII	MISCELLANEOUS PROVISIONS		15

Section 7.1.	Amendments		15
Section 7.2.	Notices		16
Section 7.3.	Limitations on Rights of Others		17
Section 7.4.	Severability		17
Section 7.5.	Separate Counterparts		17
Section 7.6.	Headings		17
Section 7.7.	Governing Law		18
Section 7.8.	Waivers		18
Schedule A	Representations and Warranties, Review Materials and Tests

ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of November 25, 2019 (this “Agreement”), among NISSAN MASTER OWNER TRUST RECEIVABLES, a Delaware statutory trust, as Issuer (the “Issuer”), NISSAN MOTOR ACCEPTANCE CORPORATION, a California Corporation (“NMAC”), as Sponsor and Servicer, and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company, as Asset Representations Reviewer (the “Asset Representations Reviewer”).

BACKGROUND

WHEREAS, in the regular course of business, NMAC provides financing to motor vehicle dealers in the NMAC network of dealers for their new, pre-owned and used automobile and light-duty truck inventory.

WHEREAS, in connection with a securitization transaction sponsored by NMAC, NMAC sells receivables arising in designated dealer accounts to Nissan Wholesale Receivables Corporation II (the “Depositor”) who, in turn, sells those receivables to the Issuer.

WHEREAS, the Issuer has granted a security interest in the receivables to U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”), for the benefit of holders of the Issuer’s notes, as security for the notes issued by the Issuer under the Amended and Restated Indenture dated as of October 15, 2003, between the Issuer and the Indenture Trustee.

WHEREAS, the Issuer desires to engage the Asset Representations Reviewer to perform reviews of certain receivables for compliance with the representations and warranties made by NMAC and the Depositor about the receivables in the pool.

NOW, THEREFORE, in consideration of the foregoing, other good and valuable consideration, and the mutual terms and conditions contained herein, the parties hereto agree as follows.

ARTICLE I

USAGE AND DEFINITIONS

Section 1.1. Usage and Definitions. Except as otherwise specified herein or if the context may otherwise require, capitalized terms not defined in this Agreement shall have the respective meanings assigned such terms set forth in (i) the Series 2019-B Indenture Supplement, dated as of November 25, 2019 (the “Series 2019-B Indenture Supplement”), by and among the Issuer and U.S. Bank National Association, as Indenture Trustee, or (ii) if not defined in the Series 2019-B Indenture Supplement, the Amended and Restated Annex of Definitions, dated as of October 15, 2003 (the “Annex of Definitions”).

With respect to all terms in this Agreement, the singular includes the plural and the plural the singular; words importing any gender include the other genders; references to “writing” include printing, typing, lithography and other means of reproducing words in a visible form; references to agreements and other contractual instruments include all subsequent amendments, amendments and restatements, and supplements thereto or changes therein entered into in accordance with their respective terms and not prohibited by this Agreement; references to Persons include their permitted successors and assigns; references to laws include their amendments and supplements, the rules and regulations thereunder and any successors thereto; the term “including” means “including without limitation;” and the term “or” is not exclusive.

Section 1.2. Additional Definitions. The following terms have the meanings given below:

“Asset Review” means the performance by the Asset Representations Reviewer of the testing procedures for each Test and each Subject Asset according to Section 3.4.

“Confidential Information” has the meaning stated in Section 4.8(b).

“Information Recipients” has the meaning stated in Section 4.8(a).

“Issuer PII” has the meaning stated in Section 4.9(a).

“Personally Identifiable Information” or “PII” has the meaning stated in Section 4.9(a).

“Review Fee” has the meaning stated in Section 4.3(b).

“Review Materials” means, for an Asset Review and a Subject Asset, the documents and other materials for each Test listed under “Review Materials” in Schedule A.

“Review Report” means, for an Asset Review, the report of the Asset Representations Reviewer prepared according to Section 3.5.

“Test” has the meaning stated in Section 3.4(a).

“Test Complete” has the meaning stated in Section 3.4(c).

“Test Fail” has the meaning stated in Section 3.4(a).

“Test Pass” has the meaning stated in Section 3.4(a).

“Underwriter” means, any of BofA Securities, Inc., Citigroup Global Markets Inc., Lloyds Securities Inc., MUFG Securities Americas Inc., HSBC Securities (USA) Inc., Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc. and TD Securities (USA) LLC, each in its capacity as underwriter or representative of the underwriters pursuant to the underwriting agreement, dated as of November 19, 2019, among BofA Securities, Inc., the Issuer, NMAC and the Depositor.

ARTICLE II

ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER

Section 2.1. Engagement; Acceptance. The Issuer engages Clayton Fixed Income Services LLC to act as the Asset Representations Reviewer for the Issuer. Clayton Fixed Income Services LLC accepts the engagement and agrees to perform the obligations of the Asset Representations Reviewer on the terms in this Agreement.

Section 2.2. Confirmation of Scope. The parties confirm that the Asset Representations Reviewer is not responsible for (a) reviewing the Receivables for compliance with the representations and warranties under the Transaction Documents, except as described in this Agreement, or (b) determining whether noncompliance with the representations or warranties constitutes a breach of the Transaction Documents.

ARTICLE III

ASSET REPRESENTATIONS REVIEW PROCESS

Section 3.1. Review Notices. On receipt of a Review Notice from the Indenture Trustee according to Section 8.10 of the Series 2019-B Indenture Supplement, the Asset Representations Reviewer will start an Asset Review. The Asset Representations Reviewer will have no obligation to start an Asset Review until a Review Notice is received.

Section 3.2. Identification of Subject Assets. Within ten (10) Business Days after receipt of a Review Notice, the Servicer will deliver to the Asset Representations Reviewer, with a copy to the Indenture Trustee, a list of the Subject Assets.

Section 3.3. Review Materials.

(a) Access to Review Materials. The Servicer will render reasonable assistance to the Asset Representations Reviewer to facilitate the Asset Review. The Servicer will give the Asset Representations Reviewer access to the Review Materials for all of the Subject Assets within ten (10) Business Days after receipt of the Review Notice in one or more of the following ways in the Servicer’s reasonable discretion: (i) by providing access to the Servicer’s systems, either remotely or at one of the properties of the Servicer, (ii) by electronic posting of Review Materials to a password-protected website to which the Asset Representations Reviewer has access, (iii) by providing originals or photocopies at one of the properties of the Servicer where the servicer’s records relating to such Receivables are located or (iv) in another manner agreed by the Servicer and the Asset Representations Reviewer. So long as all information in the Review Materials necessary for the Asset Representations Reviewer to complete the Asset Review remains intact and unchanged, the Servicer may redact or remove from the Review Materials (i) any PII and/or (ii) any confidential corporate information not relevant to the Tests.

(b) Missing or Insufficient Review Materials. If any of the Review Materials are missing or insufficient for the Asset Representations Reviewer to perform any Test, the Asset Representations Reviewer will notify the Servicer promptly, and in any event no less than 20 days before completing the Review, and the Servicer will have 15 days to provide the Asset Representations Reviewer access to such missing Review Materials or other documents or information to correct the insufficiency. If the missing or insufficient Review Materials have not been provided by the Servicer within 15 days, the parties agree that the Subject Asset will have a Test Fail for the related Test(s) and the Test(s) will be considered a Test Complete and the Review Report will indicate the reason for the Test Fail.

Section 3.4. Performance of Reviews.

(a) Test Procedures. For an Asset Review, the Asset Representations Reviewer will perform for each Subject Asset the procedures listed under “Tests” in Schedule A for each representation and warranty (each, a “Test”), using the Review Materials listed for each such Test in Schedule A. For each Test and Subject Asset, the Asset Representations Reviewer will determine if the Test has been satisfied (a “Test Pass”) or if the Test has not been satisfied (a “Test Fail”).

(b) Review Period. The Asset Representations Reviewer will complete the Asset Review of all of the Subject Assets within sixty (60) days after receiving access to the Review Materials under Section 3.3(a). However, if additional Review Materials are provided to the Asset Representations Reviewer under Section 3.3(b), the Asset Review period will be extended for an additional thirty (30) days.

(c) Completion of Review for Certain Subject Assets. Following the delivery of the list of the Subject Assets and before the delivery of the Review Report by the Asset Representations Reviewer, the Servicer may notify the Asset Representations Reviewer if a Subject Asset has been paid in full by the Dealer or reassigned to, or purchased by, the Depositor or NMAC according to the Transaction Documents. On receipt of notice, the Asset Representations Reviewer will immediately terminate all Tests of such Receivable and the Review of such Receivable will be considered complete (a “Test Complete”). In this case, the Review Report will indicate a Test Complete for the Receivable and the related reason.

(d) Previously Reviewed Receivable. If any Subject Asset was included in a prior Asset Review (the “Prior Review”), the Asset Representations Reviewer will perform Tests on such Subject Asset only if the Asset Representations Reviewer has reason to believe that the Prior Review was conducted in a manner that would not have ascertained compliance with one or more of the representations and warranties set forth on Schedule A hereto; otherwise, the Asset Representations Reviewer will include in the Review Report for the Asset Review the results of the Tests with respect to such Subject Asset from the Prior Review.

(e) Termination of Review. If an Asset Review is in process and the Series 2019-B Notes will be paid in full on the next Payment Date, the Servicer will notify the Asset Representations Reviewer and the Indenture Trustee no less than ten (10) days before that Payment Date. On receipt of notice, the Asset Representations Reviewer will terminate the Asset Review immediately and will have no obligation to deliver a Review Report.

Section 3.5. Review Reports. (a) Within five (5) days after the end of the Asset Review period under Section 3.4(b), the Asset Representations Reviewer will deliver to the Issuer, the Servicer and the Indenture Trustee a Review Report indicating for each Subject Asset whether there was a Test Pass or a Test Fail for each Test, or whether the Subject Asset was a Test Complete and the related reason. The Review Report will include the findings and conclusions of the Asset Representations Reviewer with respect to the Asset Review and will be included in the Issuer’s Form 10-D report for the Collection Period in which the Review Report is received. The Asset Representations Reviewer will ensure that the Review Report does not contain any Issuer PII.

(b) Questions About Review. The Asset Representations Reviewer will make appropriate personnel available to respond in writing to written questions or requests for clarification of any Review Report from the Indenture Trustee or the Servicer until the earlier of (i) payment in full of the Series 2019-B Notes and (ii) one year after the delivery of the Review Report. The Asset Representations Reviewer will have no obligation to respond to questions or requests for clarification from Series 2019-B Noteholders or any Person other than the Indenture Trustee or the Servicer and will direct such Persons to submit written questions or requests to the Servicer.

Section 3.6. Dispute Resolution. If a Receivable that was reviewed by the Asset Representations Reviewer is the subject of a dispute resolution proceeding under Section 8.11(a) of the Series 2019-B Indenture Supplement, the Asset Representations Reviewer will participate in the dispute resolution proceeding on request of a party to the proceeding. The reasonable out-of-pocket expenses of the Asset Representations Reviewer together with reasonable compensation for the time it incurs in connection with its participation in any dispute resolution proceeding will be considered expenses of the Requesting Party for the dispute resolution and will be paid by a party to the dispute resolution as determined by the mediator or arbitrator for the dispute resolution according to Section 8.11(c) of the Series 2019-B Indenture Supplement. If not paid by a party to the dispute resolution, the expenses will be reimbursed by the Issuer according to Section 4.3(a).

Section 3.7. Limitations on Review Obligations.

(a) Review Process Limitations. The Asset Representations Reviewer will have no obligation:

(i) to determine whether a Status Trigger has occurred or whether the required percentage of Series 2019-B Noteholders has voted to direct an Asset Review under the Series 2019-B Indenture Supplement, and may rely on the information in any Review Notice delivered by the Indenture Trustee;

(ii) to determine which Receivables are subject to an Asset Review, and may rely on the lists of Subject Assets provided by the Servicer;

(iii) to obtain or confirm the validity of the Review Materials and no liability for any errors in the Review Materials and may rely on the accuracy and completeness of the Review Materials;

(iv) to obtain missing or insufficient Review Materials from any party or any other source;

(v) to take any action or cause any other party to take any action under any of the Transaction Documents or otherwise to enforce any remedies against any Person for breaches of representations or warranties about the Subject Assets; or

(vi) to establish cause, materiality or recourse for any failed Test.

(b) Testing Procedure Limitations. The Asset Representations Reviewer will only be required to perform the testing procedures listed under “Tests” in Schedule A, and will have no obligation to perform additional procedures on any Subject Asset or to provide any information other than a Review Report indicating for each Subject Asset whether there was a Test Pass or a Test Fail for each Test, or whether the Subject Asset was a Test Complete and the related reason. However, the Asset Representations Reviewer may provide additional information about any Subject Asset that it determines in good faith to be material to the Review.

ARTICLE IV

ASSET REPRESENTATIONS REVIEWER

Section 4.1. Representations and Warranties. The Asset Representations Reviewer represents and warrants to the Issuer as of the Closing Date:

(a) Organization and Qualification. The Asset Representations Reviewer is duly organized and validly existing as a limited liability company in good standing under the laws of Delaware. The Asset Representations Reviewer is qualified as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its properties or the conduct of its activities requires the qualification, license or approval, unless the failure to obtain the qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under this Agreement.

(b) Power, Authority and Enforceability. The Asset Representations Reviewer has the power and authority to execute, deliver and perform its obligations under this Agreement. The Asset Representations Reviewer has authorized the execution, delivery and performance of this Agreement. This Agreement is the legal, valid and binding obligation of the Asset Representations Reviewer enforceable against the Asset Representations Reviewer, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles.

(c) No Conflicts and No Violation. The completion of the transactions contemplated by this Agreement and the performance of the Asset Representations Reviewer’s obligations under this Agreement will not (A) conflict with, or be a breach or default under, any indenture, agreement, guarantee or similar agreement or instrument under which the Asset Representations Reviewer is a party, (B) result in the creation or imposition of any Lien on any of the assets of the Asset Representations Reviewer under the terms of any indenture, agreement, guarantee or similar agreement or instrument, (C) violate the organizational documents of the Asset Representations Reviewer or (D) violate any law or, to the Asset Representations Reviewer’s knowledge, any order, rule or regulation of a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Asset Representations Reviewer that applies to the Asset Representations Reviewer, which, in each case, would reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under this Agreement.

(d) No Proceedings. To the Asset Representations Reviewer’s knowledge, there are no proceedings or investigations pending or threatened in writing before a federal or state court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Asset Representations Reviewer or its properties (A) asserting the invalidity of this Agreement, (B) seeking to prevent the completion of the transactions contemplated by this Agreement or (C) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under, or the validity or enforceability of, this Agreement.

(e) Eligibility. The Asset Representations Reviewer meets the eligibility requirements in Section 5.1.

Section 4.2. Covenants. The Asset Representations Reviewer covenants and agrees that:

(a) Eligibility. It will notify the Issuer and the Servicer promptly if it no longer meets the eligibility requirements in Section 5.1.

(b) Review Systems; Personnel. It will maintain business process management and/or other systems necessary to ensure that it can perform each Test and, on execution of this Agreement, will load each Test into these systems. The Asset Representations Reviewer will ensure that these systems allow for each Subject Asset and the related Review Materials to be individually tracked and stored as contemplated by this Agreement. The Asset Representations Reviewer will maintain adequate staff that is properly trained to conduct Asset Reviews as required by this Agreement.

(c) Maintenance of Review Materials. It will maintain copies of any Review Materials, Review Reports and other documents relating to an Asset Review, including internal correspondence and work papers, for a period of two (2) years after the termination of this Agreement.

Section 4.3. Fees, Expenses and Indemnities.

(a) Annual Fee. The Sponsor shall pay to the Asset Representations Reviewer, as reasonable compensation for its services, an annual fee in the amount of $5,000 (the “Annual Fee”). The Annual Fee shall be payable on the Closing Date and on each anniversary thereof until this Agreement is terminated in accordance with Section 6.4. The Sponsor shall reimburse the Asset Representations Reviewer for all reasonable out-of-pocket expenses incurred or made by it, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Asset Representations Reviewer’s agents, counsel, accountants and experts.

(b) Review Fee. Following the completion of an Asset Review and the delivery to the Indenture Trustee of the Review Report, or the termination of an Asset Review according to Section 3.4(e), and the delivery to the Sponsor and the Servicer of a detailed invoice, the Sponsor shall pay to the Asset Representations Reviewer a fee of up to $250 for each Subject Asset for which the Asset Review was started (the “Review Fee”). However, no Review Fee will be charged for any Subject Asset which was included in a prior Asset Review (unless such Subject Asset is subjected to Tests in such additional Asset Review as described in Section 3.4(d)) or for which no Tests were completed prior to the Asset Representations Reviewer being notified of a termination of the Asset Review according to Section 3.4(e). To the extent not paid by the Sponsor and outstanding for at least 60 days, the Review Fee shall be paid by the Issuer pursuant to Section 4.04(a) of the Series 2019-B Indenture Supplement.

(c) Indemnification. The Sponsor shall indemnify the Asset Representations Reviewer against any and all loss, liability or expense (including reasonable attorneys’ fees) incurred by the Asset Representations Reviewer in connection with the administration of this Agreement and the performance of its duties hereunder. The Asset Representations Reviewer shall notify the Sponsor promptly of any claim for which it may seek indemnity. Failure by the Asset Representations Reviewer to so notify the Sponsor shall not relieve the Sponsor of its obligations hereunder. The Sponsor shall defend any such claim, and the Asset Representations Reviewer may have separate counsel and the Sponsor shall pay the fees and expenses of such counsel. The Sponsor shall not reimburse any expense or indemnify against any loss, liability or expense incurred by the Asset Representations Reviewer through the Asset Representations Reviewer’s own bad faith, willful misfeasance or negligence in performing its obligations under this Agreement or breach of this Agreement. The indemnification provided in this Section 4.3(c) shall survive the termination of this Agreement, the termination of the Issuer and the resignation or removal of the Asset Representations Reviewer. The Sponsor acknowledges and agrees that amounts owing to the Asset Representations Reviewer in respect of the indemnification provided hereunder shall not be limited to or reduced by the amount of Available Amounts on deposit in the Collection Account, except to the extent that such Available Amounts have been allocated to make a payment to the Asset Representations Reviewer on the next-occurring Payment Date pursuant to Section 4.04(a) of the Series 2019-B Indenture Supplement.

(d) Payment of Fees and Indemnities. The Asset Representations Reviewer shall submit reasonably detailed invoices to the Sponsor for any amounts owed to it under this Agreement. To the extent not paid by the Sponsor and outstanding for at least 60 days, the fees and indemnities provided for in this Section 4.3 shall be paid by the Issuer pursuant to Section 4.04(a) of the Series 2019-B Indenture Supplement; provided, that prior to such payment pursuant to the Series 2019-B Indenture Supplement, the Asset Representations Reviewer shall notify the Sponsor in writing that such fees and indemnities have been outstanding for at least 60 days. If such fees and indemnities are paid pursuant to Section 4.04(a) of the Series 2019-B Indenture Supplement, the Sponsor shall reimburse the Issuer in full for such payments.

Section 4.4. Limitation on Liability. The Asset Representations Reviewer will not be liable to any Person for any action taken, or not taken, in good faith under this Agreement or for errors in judgment. However, the Asset Representations Reviewer will be liable for its willful misfeasance, bad faith, or negligence in performing its obligations under this Agreement. In no event will the Asset Representations Reviewer be liable for special, indirect or consequential losses or damages (including lost profit), even if the Asset Representations Reviewer has been advised of the likelihood of the loss or damage and regardless of the form of action.

Section 4.5. Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuer, the Depositor, the Servicer, the Sponsor, the Owner Trustee and the Indenture Trustee and their respective directors, officers, employees and agents for all costs, expenses (including reasonable attorneys’ fees and expenses), losses, damages and liabilities, including legal fees and expenses incurred in connection with the enforcement by such Person of an indemnification or other obligation of the Asset Representations Reviewer, resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement or (b) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.5 will survive the termination of this Agreement, the termination of the Issuer and the resignation or removal of the Asset Representations Reviewer.

Section 4.6. Inspections of Asset Representations Reviewer. The Asset Representations Reviewer agrees that, with reasonable prior notice not more than once during any year, it will permit authorized representatives of the Issuer, the Servicer, the Sponsor or the Administrator, during the Asset Representations Reviewer’s normal business hours, to examine and review the books of account, records, reports and other documents and materials of the Asset Representations Reviewer relating to (a) the performance of the Asset Representations Reviewer’s obligations under this Agreement, (b) payments of fees and expenses of the Asset Representations Reviewer for its performance and (c) a claim made by the Asset Representations Reviewer under this Agreement. In addition, the Asset Representations Reviewer will permit the Issuer’s, the Servicer’s, the Sponsor’s or the Administrator’s representatives to make copies and extracts of any of those documents and to discuss them with the Asset Representations Reviewer’s officers and employees. Each of the Issuer, the Servicer, the Sponsor and the Administrator will, and will cause its authorized representatives to, hold in confidence the information except if disclosure may be required by law or if the Issuer, the Servicer, the Sponsor or the Administrator reasonably determines that it is required to make the disclosure under this Agreement or the other Transaction Documents. The Asset Representations Reviewer will maintain all relevant books, records, reports and other documents and materials for a period of at least two years after the termination of its obligations under this Agreement.

Section 4.7. Delegation of Obligations. The Asset Representations Reviewer may not delegate or subcontract its obligations under this Agreement to any Person without the consent of the Issuer, the Sponsor and the Servicer.

Section 4.8. Confidential Information.

(a) Treatment. The Asset Representations Reviewer agrees to hold and treat Confidential Information given to it under this Agreement in confidence and under the terms and conditions of this Section 4.8, and will implement and maintain safeguards to further assure the confidentiality of the Confidential Information. The Confidential Information will not, without the prior consent of the Issuer, the Sponsor and the Servicer, be disclosed or used by the Asset Representations Reviewer, or its officers, directors, employees, agents, representatives or affiliates, including legal counsel (collectively, the “Information Recipients”) other than for the purposes of performing Asset Reviews of Subject Assets or performing its obligations under this Agreement. The Asset Representations Reviewer agrees that it will not, and will cause its Affiliates to not (i) purchase or sell securities issued by NMAC or its Affiliates or special purpose entities on the basis of Confidential Information or (ii) use the Confidential Information for the preparation of research reports, newsletters or other publications or similar communications.

(b) Definition. “Confidential Information” means oral, written and electronic materials (irrespective of its source or form of communication) furnished before, on or after the date of this Agreement to the Asset Representations Reviewer for the purposes contemplated by this Agreement, including:

(i) lists of Subject Assets and any related Review Materials;

(ii) origination and servicing guidelines, policies and procedures and form contracts; and

(iii) notes, analyses, compilations, studies or other documents or records prepared by the Sponsor or the Servicer, which contain information supplied by or on behalf of the Sponsor or the Servicer or their representatives.

However, Confidential Information will not include information that (A) is or becomes generally available to the public other than as a result of disclosure by the Information Recipients, (B) was available to, or becomes available to, the Information Recipients on a non-confidential basis from a Person or entity other than the Issuer, the Sponsor or the Servicer before its disclosure to the Information Recipients who, to the knowledge of the Information Recipient is not bound by a confidentiality agreement with the Issuer, the Sponsor or the Servicer and is not prohibited from transmitting the information to the Information Recipients, (C) is independently developed by the Information Recipients without the use of the Confidential Information, as shown by the Information Recipients’ files and records or other evidence in the Information Recipients’ possession or (D) the Issuer, the Sponsor or the Servicer provides permission to the applicable Information Recipients to release.

(c) Protection. The Asset Representations Reviewer will take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of Confidential Information, including those measures that it takes to protect its own confidential information and not less than a reasonable standard of care. The Asset Representations Reviewer acknowledges that Personally Identifiable Information is also subject to the additional requirements in Section 4.9.

(d) Disclosure. If the Asset Representations Reviewer is required by applicable law, regulation, rule or order issued by an administrative, governmental, regulatory or judicial authority to disclose part of the Confidential Information, it may disclose the Confidential Information. However, before a required disclosure, the Asset Representations Reviewer, if permitted by law, regulation, rule or order, will use its reasonable efforts to provide the Issuer, the Sponsor and the Servicer with notice of the requirement and will cooperate, at the Sponsor’s expense, in the Issuer’s and the Sponsor’s pursuit of a proper protective order or other relief for the disclosure of the Confidential Information. If the Issuer or the Sponsor is unable to obtain a protective order or other proper remedy by the date that the information is required to be disclosed, the Asset Representations Reviewer will disclose only that part of the Confidential Information that it is advised by its legal counsel it is legally required to disclose.

(e) Responsibility for Information Recipients. The Asset Representations Reviewer will be responsible for a breach of this Section 4.8 by its Information Recipients.

(f) Violation. The Asset Representations Reviewer agrees that a violation of this Agreement may cause irreparable injury to the Issuer, the Sponsor and the Servicer and the Issuer, the Sponsor and the Servicer may seek injunctive relief in addition to legal remedies. If an action is initiated by the Issuer or the Servicer to enforce this Section 4.8, the prevailing party will be entitled to reimbursement of costs and expenses, including reasonable attorney’s fees and expenses, incurred by it for the enforcement.

Section 4.9. Personally Identifiable Information.

(a) Definitions. “Personally Identifiable Information” or “PII” means information in any format about an identifiable individual, including, name, address, phone number, e-mail address, account number(s), identification number(s), any other actual or assigned attribute associated with or identifiable to an individual and any information that when used separately or in combination with other information could identify an individual. “Issuer PII” means PII furnished by the Issuer, the Servicer or their Affiliates to the Asset Representations Reviewer and PII developed or otherwise collected or acquired by the Asset Representations Reviewer in performing its obligations under this Agreement.

(b) Use of Issuer PII. The Issuer does not grant the Asset Representations Reviewer any rights to Issuer PII except as provided in this Agreement. The Asset Representations Reviewer will use Issuer PII only to perform its obligations under this Agreement or as specifically directed in writing by the Issuer and will only reproduce Issuer PII to the extent necessary for these purposes. The Asset Representations Reviewer must comply with all laws applicable to PII, Issuer PII and the Asset Representations Reviewer’s business, including any legally required codes of conduct, including those relating to privacy, security and data protection. The Asset Representations Reviewer will protect and secure Issuer PII. The Asset Representations Reviewer will implement privacy or data protection policies and procedures that comply with applicable law and this Agreement. The Asset Representations Reviewer will implement and maintain reasonable and appropriate practices, procedures and systems, including administrative, technical and physical safeguards to (i) protect the security, confidentiality and integrity of Issuer PII, (ii) ensure against anticipated threats or hazards to the security or integrity of Issuer PII, (iii) protect against unauthorized access to or use of Issuer PII and (iv) otherwise comply with its obligations under this Agreement. These safeguards include a written data security plan, employee training, information access controls, restricted disclosures, systems protections (e.g., intrusion protection, data storage protection and data transmission protection) and physical security measures.

(c) Additional Limitations. In addition to the use and protection requirements described in Section 4.9(b), the Asset Representations Reviewer’s disclosure of Issuer PII is also subject to the following requirements:

(i) The Asset Representations Reviewer will not disclose Issuer PII to its personnel or allow its personnel access to Issuer PII except (A) for the Asset Representations Reviewer personnel who require Issuer PII to perform an Asset Review, (B) with the prior consent of the Issuer or (C) as required by applicable law. When permitted, the disclosure of or access to Issuer PII will be limited to the specific information necessary for the individual to complete the assigned task. The Asset Representations Reviewer will inform personnel with access to Issuer PII of the confidentiality requirements in this Agreement and train its personnel with access to Issuer PII on the proper use and protection of Issuer PII.

(ii) The Asset Representations Reviewer will not sell, disclose, provide or exchange Issuer PII with or to any third party without the prior consent of the Issuer.

(d) Notice of Breach. The Asset Representations Reviewer will notify the Issuer promptly in the event of an actual or reasonably suspected security breach, unauthorized access, misappropriation or other compromise of the security, confidentiality or integrity of Issuer PII and, where applicable, immediately take action to prevent any further breach.

(e) Return or Disposal of Issuer PII. Except where return or disposal is prohibited by applicable law, promptly on the earlier of the completion of the Review or the request of the Issuer, all Issuer PII in any medium in the Asset Representations Reviewer’s possession or under its control will be (i) destroyed in a manner that prevents its recovery or restoration or (ii) if so directed by the Issuer, returned to the Issuer without the Asset Representations Reviewer retaining any actual or recoverable copies, in both cases, without charge to the Issuer. Where the Asset Representations Reviewer retains Issuer PII, the Asset Representations Reviewer will limit the Asset Representations Reviewer’s further use or disclosure of Issuer PII to that required by applicable law.

(f) Compliance; Modification. The Asset Representations Reviewer will cooperate with and provide information to the Issuer regarding the Asset Representations Reviewer’s compliance with this Section 4.9. The Asset Representations Reviewer and the Issuer agree to modify this Section 4.9 as necessary from time to time for either party to comply with applicable law.

(g) Audit of Asset Representations Reviewer. The Asset Representations Reviewer will permit the Issuer and its authorized representatives to audit the Asset Representations Reviewer’s compliance with this Section 4.9 during the Asset Representations Reviewer’s normal business hours on reasonable advance notice to the Asset Representations Reviewer, and not more than once during any year unless circumstances necessitate additional audits. The Issuer agrees to make reasonable efforts to schedule any audit described in this Section 4.9 with the inspections described in Section 4.6. The Asset Representations Reviewer will also permit the Issuer and its authorized representatives during normal business hours on reasonable advance written notice to audit any service providers used by the Asset Representations Reviewer to fulfill the Asset Representations Reviewer’s obligations under this Agreement.

(h) Affiliates and Third Parties. If the Asset Representations Reviewer processes the PII of the Issuer’s Affiliates or a third party when performing an Asset Review, and if such Affiliate or third party is identified to the Asset Representations Reviewer, such Affiliate or third party is an intended third-party beneficiary of this Section 4.9, and this Agreement is intended to benefit the Affiliate or third party. The Affiliate or third party will be entitled to enforce the PII related terms of this Section 4.9 against the Asset Representations Reviewer as if each were a signatory to this Agreement.

ARTICLE V

RESIGNATION AND REMOVAL;

SUCCESSOR ASSET REPRESENTATIONS REVIEWER

Section 5.1. Eligibility Requirements for Asset Representations Reviewer. The Asset Representations Reviewer must be a Person who (a) is not Affiliated with the Sponsor, the Depositor, the Servicer, the Indenture Trustee, the Owner Trustee or any of their Affiliates and (b) was not, and is not Affiliated with a Person that was, engaged by the Sponsor or any Underwriter to perform any due diligence on the Accounts or Receivables prior to the Closing Date.

Section 5.2. Resignation and Removal of Asset Representations Reviewer.

(a) No Resignation of Asset Representations Reviewer. The Asset Representations Reviewer will not resign as Asset Representations Reviewer except (i) if the Asset Representations Reviewer is merged into or becomes an Affiliate of the Sponsor, the Servicer, the Indenture Trustee, the Owner Trustee, (ii) the Asset Representations Reviewer no longer meets the eligibility requirements in Section 5.1, or (iii) upon a determination that the performance of its duties under this Agreement is no longer permissible under applicable law and there is no reasonable action that it could take to make the performance of its obligations under this Agreement permitted under applicable law. Upon the occurrence of one of the foregoing events, the Asset Representations Reviewer shall promptly resign and the Sponsor shall appoint a successor Asset Representations Reviewer. The Asset Representations Reviewer will deliver a notice of its resignation to the Issuer, the Sponsor and the Servicer, and if the Asset Representation Reviewer resigns pursuant to clause (b) above, an Opinion of Counsel supporting its determination.

(b) Removal of Asset Representations Reviewer. If any of the following events occur, the Indenture Trustee, at the direction of Series 2019-B Noteholders evidencing a majority of the aggregate Outstanding Amount of the Series 2019-B Notes, by notice to the Asset Representations Reviewer, shall remove the Asset Representations Reviewer and terminate its rights and obligations under this Agreement:

(i) the Asset Representations Reviewer no longer meets the eligibility requirements in Section 5.1;

(ii) the Asset Representations Reviewer breaches any of its representations, warranties, covenants or obligations in this Agreement; or

(iii) an Insolvency Event of the Asset Representations Reviewer occurs.

(c) Notice of Resignation or Removal. The Servicer will notify the Issuer, the Owner Trustee and the Indenture Trustee of any resignation or removal of the Asset Representations Reviewer. The Depositor will report any resignation or removal of the Asset Representations Reviewer, or any appointment of a successor Asset Representations Reviewer, in the Issuer’s Form 10-D report related to the Collection Period in which such resignation, removal or appointment took place.

Section 5.3. Successor Asset Representations Reviewer.

(a) Engagement of Successor Asset Representations Reviewer. Following the resignation or removal of the Asset Representations Reviewer, the Sponsor will appoint a successor Asset Representations Reviewer who meets the eligibility requirements of Section 5.1.

(b) Effectiveness of Resignation or Removal. No resignation or removal of the Asset Representations Reviewer will be effective until the successor Asset Representations Reviewer has executed and delivered to the Issuer and the Servicer an agreement accepting its engagement and agreeing to perform the obligations of the Asset Representations Reviewer under this Agreement or entered into a new agreement with the Issuer on substantially the same terms as this Agreement.

(c) Transition and Expenses. If the Asset Representations Review resigns or is removed, the Asset Representations Reviewer will cooperate with the Issuer and take all actions reasonably requested to assist the Issuer in making an orderly transition of the Asset Representations Reviewer’s rights and obligations under this Agreement to the successor Asset Representations Reviewer. The Asset Representations Reviewer will pay the reasonable expenses of transitioning the Asset Representations Reviewer’s obligations under this Agreement and preparing the successor Asset Representations Reviewer to take on such obligations on receipt of an invoice with reasonable detail of the expenses from the Issuer or the successor Asset Representations Reviewer.

Section 5.4. Merger, Consolidation or Succession. Any Person (a) into which the Asset Representations Reviewer is merged or consolidated, (b) resulting from any merger or consolidation to which the Asset Representations Reviewer is a party or (c) succeeding to the business of the Asset Representations Reviewer, if that Person meets the eligibility requirements in Section 5.1, will be the successor to the Asset Representations Reviewer under this Agreement. Such Person will execute and deliver to the Issuer and the Servicer an agreement to assume the Asset Representations Reviewer’s obligations under this Agreement (unless the assumption happens by operation of law).

ARTICLE VI

OTHER AGREEMENTS

Section 6.1. Independence of Asset Representations Reviewer. The Asset Representations Reviewer will be an independent contractor and will not be subject to the supervision of, or deemed to be the agent of, the Issuer, the Indenture Trustee or the Owner Trustee for the manner in which it accomplishes the performance of its obligations under this Agreement. None of the Issuer, the Indenture Trustee or the Owner Trustee shall be responsible for monitoring the performance of the Asset Representations Reviewer or liable to any Person for the failure of the Asset Representations Reviewer to perform its obligations hereunder. Unless authorized by the Issuer, the Indenture Trustee or the Owner Trustee, respectively, the Asset Representations Reviewer will have no authority to act for or represent the Issuer, the Indenture Trustee or the Owner Trustee and will not be considered an agent of the Issuer, the Indenture Trustee or the Owner Trustee. Nothing in this Agreement will make the Asset Representations Reviewer and either of the Issuer, the Indenture Trustee or the Owner Trustee members of any partnership, joint venture or other separate entity or impose any liability as such on any of them.

Section 6.2. No Petition. Each party hereto, by entering into this Agreement, hereby covenants and agrees that it will not (and, to the fullest extent permitted by applicable law, the Indenture Trustee shall not have the power to) at any time institute against, or join any other Person in instituting against the Depositor or the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding or other Proceeding under any federal or state bankruptcy or similar law.

Section 6.3. Limitation of Liability of Owner Trustee. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust Company (the “Bank”), not individually or personally but solely as trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by the Bank but is made and intended for the purpose for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on the Bank, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, and (d) under no circumstances shall the Bank be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any related document. Each of the parties hereto acknowledges that the Bank has not made any independent investigation into the facts or matters stated in the representations and warranties and covenants given by the Issuer in this Agreement.

Section 6.4. Termination of Agreement. This Agreement will terminate, except for the obligations under Section 4.5, on the earlier of (a) the payment in full of all outstanding Series 2019-B Notes and the satisfaction and discharge of the Series 2019-B Indenture Supplement and (b) the date the Issuer is terminated under the Trust Agreement.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1. Amendments.

(a) This Agreement may be amended by the parties hereto without the consent of any of the Series 2019-B Noteholders, to cure any ambiguity, correct or supplement any provision herein that may be inconsistent with any other provision herein, or for any other purpose; provided that (A) the Servicer shall have delivered an Officer’s Certificate to the Indenture Trustee and the Owner Trustee stating that such amendment will not materially and adversely affect any Series 2019-B Noteholder or (B) the Rating Agency Condition with respect to the Hired Rating Agencies shall have been satisfied with respect to such amendment.

If any proposed amendment or supplement described in this Section 7.1 would materially and adversely affect any of the rights or obligations of any Certificateholder, the Owner Trustee shall obtain the consent of each Certificateholder prior to the adoption of such amendment or supplement; provided, that no Certificateholder’s consent to any such amendment or supplement shall be unreasonably withheld or delayed, and provided, further, that each Certificateholder’s consent will be deemed to have been given if such Certificateholder does not object in writing within 10 days of receipt of a written request for such consent.

(b) This Agreement may also be amended from time to time by the parties hereto with the consent of:

(i) the holders of Series 2019-B Notes evidencing a majority of the outstanding Series 2019-B Notes; or

(ii) in the case of any amendment that does not adversely affect Series 2019-B Noteholders, the Certificateholders evidencing a majority of the outstanding Certificate balance;

for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of those Series 2019-B Noteholders or Certificateholders.

It shall not be necessary for the consent of the Certificateholders or the Noteholders pursuant to this Section 7.1 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.

(c) Promptly after the execution of any such amendment or consent, the Servicer shall furnish written notification of the substance of such amendment or consent to each Hired Rating Agency.

(d) Prior to the execution of any amendment to this Agreement, the Owner Trustee and the Indenture Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Owner Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which adversely affects the Owner Trustee’s or the Indenture Trustee’s, as applicable, own rights, duties or immunities under this Agreement.

Section 7.2. Notices. All demands, notices and communications hereunder shall be in writing and shall be delivered or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service, by telecopier or electronically by email (if an email address is provided), and addressed in each case as follows: (a) in the case of the Sponsor or the Servicer, to Nissan Motor Acceptance Corporation, One Nissan Way, Franklin, Tennessee, 37067, (telecopier no. (615) 725-8530) (email: doug.gwin@nissan-usa.com), Attention: Treasurer, (b) in the case of the Issuer or the Owner Trustee, to Nissan Master Owner Trust Receivables, c/o Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, (telecopier no. (302) 636-4140) (email:

DCostello@wilmingtontrust.com), Attention: Nissan Master Owner Trust Receivables, (c) in the case of the Indenture Trustee, to 190 South LaSalle Street, 7^th Floor, Chicago, Illinois 60603 (email: brian.kozack@usbank.com), Attention: NMOTR 2019-B, (d) in the case of Moody’s, to Moody’s Investors Service, Inc., ABS Monitoring Department, 7 World Trade Center, 250 Greenwich Street, New York, New York 10007, (telecopier no. (212) 553-7820) (email: ServicerReports@Moodys.com), (e) in the case of Fitch, to Fitch Ratings, 33 Whitehall Street, New York, New York, 10004, (email: surveillance-abs-auto@fitchratings.com), Attention: Asset-Backed Securities Group, and (f) in the case of the Asset Representations Reviewer, to Clayton Fixed Income Services LLC, 2638 South Falkenburg Road, Riverview, FL 33578 (email: ARRNotices@clayton.com), Attention: SVP, with a copy to Clayton Fixed Income Services LLC, c/o Clayton Holdings LLC, 1500 Market Street, West Tower Suite 2050, Philadelphia, PA 19102, Attention: General Counsel, or, at such other address as shall be designated by any of the foregoing in a written notice to the other parties hereto.

(a) All notices, requests, reports, consents or other communications required to be delivered to the Rating Agencies by the Servicer hereunder shall be delivered by the Servicer to each Rating Agency then rating the Series 2019-B Notes; provided, however, any demand, notice or communication to be delivered hereunder or under any other Transaction Document to any Rating Agency shall be deemed to be delivered if a copy of such demand, notice or communication has been posted on any web site maintained by NMAC pursuant to a commitment to any Rating Agency relating to the Series 2019-B Notes in accordance with 17 C.F.R. 240 17g-5(a)(3).

Section 7.3. Limitations on Rights of Others. The provisions of this Agreement are solely for the benefit of the Sponsor, the Servicer, the Issuer and the Asset Representations Reviewer. The Indenture Trustee (for the benefit of itself and the Series 2019-B Noteholders) will be an express third-party beneficiary of this Agreement and entitled to enforce this agreement against the parties hereto. Nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Owner Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

Section 7.4. Severability. If any one or more of the covenants, agreement, provisions or terms of this Agreement shall be for any reason whatsoever held invalid or unenforceable in any jurisdiction, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement.

Section 7.5. Separate Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 7.6. Headings. The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

Section 7.7. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 7.8. Waivers. No failure or delay on the part of any party hereto in exercising any power, right or remedy under this Agreement shall operate as a waiver hereof or thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other or further exercise hereof or thereof or the exercise of any such power, right or remedy preclude any other or further exercise hereof or thereof or the exercise of any other power, right or remedy.

[Remainder of Page Left Blank]

EXECUTED BY:


NISSAN MASTER OWNER TRUST RECEIVABLES,
		as Issuer

By:		WILMINGTON TRUST COMPANY, not in its individual capacity,
		but solely as Owner Trustee

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

NISSAN MOTOR ACCEPTANCE CORPORATION,
		as Servicer

By:		/s/ Kevin J. Cullum
		Name: Kevin J. Cullum
		Title: President

CLAYTON FIXED INCOME SERVICES LLC,
		as Asset Representations Reviewer

By:		/s/ Robert Harris
		Name: Robert Harris
		Title: Secretary

[Signature Page to Asset Representations Review Agreement]

Schedule A

Representations and Warranties, Review Materials and Tests

“Eligible Account” means a floorplan financing account established by NMAC pursuant to a Floorplan Financing Agreement that, as of the date on which eligibility is determined:

Representation and Warranty

(1) is in existence and maintained and serviced by NMAC;

Review Materials

Wholesale Financing and Security Agreement (“WFSA”)

NMAC Floorplan Financing Account System (Shaw or any successor system used by NMAC)

Tests

Review the WFSA and confirm it was signed by the Dealer

ii)

Observe the Dealer name for the related Account within the NMAC Floorplan Financing Account System and confirm it matches the Dealer name on the WFSA

iii)

Review the related Account for the related Dealer and confirm the Account was active as of the Cut-off Date, or related Addition Date, if applicable

iv)

If steps (i) through (iii) are confirmed, then Test Pass

A-1

“Eligible Account” means a floorplan financing account established by NMAC pursuant to a Floorplan Financing Agreement that, as of the date on which eligibility is determined:

Representation and Warranty

(2) is in favor of a Dealer franchised by NNA or other Manufacturer to sell New Vehicles;

Review Materials

Dealer Sales and Service Agreement

WFSA

Tests

Review the Dealer Sales and Service Agreement and confirm it contains language authorizing the Dealer to sell New Vehicles manufactured by Nissan or another Manufacturer

ii)

Review the WFSA and confirm it creates a financing account for the relevant Dealer

iii)

If steps (i) and (ii) are confirmed, then Test Pass

A-2

“Eligible Account” means a floorplan financing account established by NMAC pursuant to a Floorplan Financing Agreement that, as of the date on which eligibility is determined:

Representation and Warranty

(3) has been underwritten and audited by NMAC in accordance with its Floorplan Financing Guidelines and meets all the requirements of such guidelines;

Review Materials

WFSA

WFSA Template in effect as of the relevant date

Tests

Review the WFSA and confirm the executed contract conforms to the WFSA Template

ii)

If the executed contract does not conform to the WFSA Template, confirm NMAC has a process in place for negotiation and approval of WFSAs that do not conform to the WFSA Template

iii)

If step (i) or (ii) is confirmed, then Test Pass

A-3

“Eligible Account” means a floorplan financing account established by NMAC pursuant to a Floorplan Financing Agreement that, as of the date on which eligibility is determined:

Representation and Warranty

(4) is covered by insurance in the manner required by the Floorplan Financing Guidelines;

Review Materials

Dealer Insurance Monthly Report

Certificate of Insurance

Floorplan Financing Guidelines (form Agreement to Furnish Insurance or any successor floorplan insurance guidelines)

Tests

Review the Dealer Insurance Monthly Report and/or the Certificate of Insurance and confirm the related Account is insured in accordance with the Floorplan Financing Guidelines

ii)

If step (i) is confirmed, then Test Pass

A-4

“Eligible Account” means a floorplan financing account established by NMAC pursuant to a Floorplan Financing Agreement that, as of the date on which eligibility is determined:

Representation and Warranty

(5) is in favor of a Dealer whose principal showroom is located in the United States of America and in the geographical regions specified in the applicable Sales and Service Agreement;

Review Materials

Dealer Sales and Service Agreement and any Addendum thereto

Tests

Review the Dealer Sales and Service Agreement and any Addendum thereto and confirm the related Dealer’s address is located in the United States of America

ii)

If the Dealer Sales and Service Agreement including any Addendum thereto requires the principal showroom to be located within a specified geographical region, confirm the Dealer’s address is located within the related specified geographical region

iii)

If steps (i) and (ii) are confirmed, then Test Pass

A-5

“Eligible Account” means a floorplan financing account established by NMAC pursuant to a Floorplan Financing Agreement that, as of the date on which eligibility is determined:

Representation and Warranty

(6) is in favor of a Dealer in which NNA or any of its affiliates does not have an equity investment equal to or exceeding 5% as determined by the Servicer on a quarterly basis;

Review Materials

Dealer Sales and Service Agreement and any Addendum thereto

Tests

Review the Dealer Sales and Service Agreement and any Addendum thereto and confirm there is no representation or notation to the effect that NNA or any of its affiliates have an equity investment equal to or exceeding 5% as of the Cut-off Date or related Addition Date

ii)

If step (i) is confirmed, then Test Pass

A-6

“Eligible Account” means a floorplan financing account established by NMAC pursuant to a Floorplan Financing Agreement that, as of the date on which eligibility is determined:

Representation and Warranty

(7) is in favor of a Dealer that is not classified by the Servicer as in “Status” (or other comparable classification) for any reason as of the date on which eligibility is initially determined or at the end of the prior month under the Floorplan Financing Agreement or under any other lender floorplan program; and

Review Materials

Workout Monthly Activity Report

Tests

Review Workout Monthly Activity Report and confirm the related Account for the related Dealer was not reported as in “Status” or any additional prohibited classification as of the Cut-off Date or related Addition Date

ii)

If step (i) is confirmed, then Test Pass

A-7

“Eligible Account” means a floorplan financing account established by NMAC pursuant to a Floorplan Financing Agreement that, as of the date on which eligibility is determined:

Representation and Warranty

(8) is an account as to which no material amounts have been charged off as uncollectible at any time within the previous two years.

Review Materials

Monthly Charge-off Report

Tests

Review the Nissan ABS accounting Monthly Charge-off detail report and confirm there have been no material amounts charged off as uncollectible at any time within the previous two years of the Cut-off Date or related Addition Date

ii)

If step (i) is confirmed, then Test Pass

A-8

“Eligible Receivable” means a Receivable that:

Representation and Warranty

(1) was originated by NMAC or acquired by NMAC from one of its affiliates in the ordinary course of business (and if acquired by NMAC from a third party, the Rating Agency Condition has been satisfied);

Review Materials

WFSA

Dealer Account Assignment Agreement or similar document in the case of NMAC acquisition of account from third party

Rating Agency correspondence file in the case of NMAC acquisition of account from third party

Tests

If the dealer account was originated by NMAC, review the WFSA and confirm that the Dealer related to the Receivable is a borrower thereunder

ii)

If related receivable was acquired by NMAC from a third party, review the Dealer Account Assignment Agreement and confirm executed by NMAC and third party

iii)

If the Receivable was acquired by NMAC from a third party, review Rating Agency correspondence file to confirm Rating Agencies were notified of proposed addition of third party accounts and a) did not object within 10 business days or b) provided affirmative notification to NMAC that the addition of accounts would not cause a withdrawal or downgrade of ratings of securities issued by Nissan Motor Owner Trust Receivables

iv)

If step (i) is confirmed, then Test Pass, or if steps (ii) and (iii) are confirmed, then Test Pass

A-9

“Eligible Receivable” means a Receivable that:

Representation and Warranty

(2) is secured by a perfected first priority interest in the related floorplan financed Vehicle;

Review Materials

Dealer File

UCC Financing Statement

WFSA

Intercreditor or Subordination Agreement (if any noted in Dealer File)

Tests

Review the Dealer File and confirm an active UCC financing statement for which NMAC, or an approved variation of the name, is reported as the secured party in first position

ii)

Review the WFSA and confirm that it creates a security interest in the Receivable

iii)

Review any Intercreditor or Subordination Agreement and confirm that any security interest with respect to such Receivable of a third party creditor that is a party to such agreement is contractually subordinated to the security interest of NMAC in such Receivable

iv)

If step (i) is confirmed, then Test Pass. Or, if steps (ii) and (iii) are confirmed, then Test Pass

A-10

“Eligible Receivable” means a Receivable that:

Representation and Warranty

(3) is the subject of a valid transfer and assignment from the Depositor to the Issuer of all the Depositor’s rights and interest in the Receivable, including:

(a) all Related Security;

(b) all related proceeds;

Review Materials

Receivables Purchase Agreement

Transfer and Servicing Agreement

Schedule of Receivables

Addition Notice

Assignment

Tests

Review the Receivables Purchase Agreement and confirm it contains terms for a valid sale and assignment from NMAC to the Depositor

ii)

Review the Transfer and Servicing Agreement and confirm it contains terms for a valid sale and assignment from the Depositor to the Issuer

iii)

Confirm that the related account is included on the Schedule of Receivables; or if it is not included on the Schedule of Receivables, that there is a valid Addition Notice within the Receivable File

iv)

Confirm the Receivable File contains a valid assignment confirming transfer of the account from the Depositor to the Issuer

If steps (i) through (iv) are confirmed, then Test Pass

A-11

“Eligible Receivable” means a Receivable that:

Representation and Warranty

(4) is created in compliance with all requirements of applicable law and pursuant to the Floorplan Financing Agreement;

Review Materials

WFSA

WFSA template in effect on the relevant date

Tests

Review the WFSA and confirm the executed contract conforms to the WFSA Template

ii)

If the executed contract does not conform to the WFSA Template, confirm NMAC Legal department has a process in place for negotiation and approval of WFSAs that do not conform to the WFSA Template

iii)

If step (i) or (ii) is confirmed, then Test Pass

A-12

“Eligible Receivable” means a Receivable that:

Representation and Warranty

(5) as to which NNA, NMAC and the Depositor, as applicable, have obtained all material consents and governmental authorization required to be obtained by them in connection with:

(a) the creation of the Receivable, the transfer of the Receivables to the Issuer and the pledge of the Receivable to the Indenture Trustee; and

(b) if applicable, NNA’s performance of the related Sales and Service Agreement, NNA’s performance of the related Repurchase Agreement and/or NMAC’s performance of the related Floorplan Financing Agreement;

Review Materials

WFSA

Indenture

Dealer Sales and Service Agreement

NNA licensure list

NMAC licensure list

Receivables Purchase Agreement

Transfer and Servicing Agreement

Repurchase Agreement, if any

UCC Financing statements perfecting transfer of Receivables from NMAC to Depositor and Depositor to Issuer

Tests

Confirm that the Indenture, Receivables Purchase Agreement, Transfer and Servicing Agreement and any applicable UCC Financing statement indicate that NNA, NMAC and the Depositor, after transfer, have created and perfected security interest in connection with the creation and transfer of the Receivable

ii)

Review the WFSA and confirm that the Dealer has granted a security interest in favor of NMAC

A-13

iii)

Review the dealer address in the WFSA and NMAC licensure list to confirm NMAC is licensed to lend in the dealer’s jurisdiction if so required as indicated on NMAC licensure list

iv)

Review the NNA licensure list and the Dealer Sales and Service Agreement and Repurchase Agreement (if any) and confirm that NNA is licensed to distribute vehicles in the state(s) in which the Dealer is located, as such state(s) is noted in the Dealer Sales and Service Agreement, if NNA licensure list indicates that a license is required in such state(s)

If steps (i) through (iv) are confirmed, then Test Pass

A-14

“Eligible Receivable” means a Receivable that:

Representation

(6) as to which the Issuer will at all times have good and marketable title to the Receivable, free and clear of all liens arising before the Transfer or arising at any time, other than liens permitted under the Transfer and Servicing Agreement;

Review Materials

UCC Financing Statements

Transfer and Servicing Agreement

Indenture

Tests

Review the UCC financing statement covering the Receivables sold under the Receivables Purchase Agreement and confirm the Depositor is reported as the secured party in first position

ii)

Review the UCC financing statement covering the Receivables sold under the Sale and Servicing Agreement and confirm the Issuer is reported as the secured party in first position

iii)

Review the UCC financing statement covering the Receivables pledged under the Indenture and confirm the Indenture Trustee is reported as the secured party in first position

iv)

If steps (i) through (iii) are confirmed, then Test Pass

A-15

“Eligible Receivable” means a Receivable that:

Representation and Warranty

(7) if it related to a New Vehicle, is covered by a Repurchase Agreement or other similar agreement from the related Vehicle Manufacturers;

Review Materials

Dealer Summary and Dealer Detail for applicable Receivable

Class Code List

Repurchase Agreement, or non-Nissan equivalent

Tests

Review the Dealer Summary and Dealer Detail for applicable Receivable and the Class Code List to confirm whether the Receivable is related to a New Vehicle; if Receivable is not related to a New Vehicle, then Test Pass; if Receivable is related to a New Vehicle, move on to step (ii)

ii)

If the Receivable is related to a New Vehicle, confirm there is a Repurchase Agreement or other similar agreement between the related Vehicle Manufacturer and the related Dealer

iii)

If step (i) or (ii) is confirmed, then Test Pass

A-16

“Eligible Receivable” means a Receivable that:

Representation and Warranty

(8) will at all times be the legal and assignable payment obligation of the related Dealer, enforceable against the Dealer in accordance with its terms, except as enforceability may be limited by applicable bankruptcy or other similar laws;

Review Materials

WFSA

WFSA Template in effect as of the relevant date

Tests

Review the WFSA and confirm the executed contract conforms to the WFSA Template

ii)

If the executed contract does not conform to the WFSA Template, confirm NMAC Legal department has a process in place for negotiation and approval of WFSAs that do not conform to the WFSA Template

iii)

If step (i) or (ii) is confirmed, then Test Pass.

A-17

“Eligible Receivable” means a Receivable that:

Representation and Warranty

(9) is not subject to any right of rescission, setoff or any other defense of the related Dealer, including defenses arising out of violations of usury laws;

Review Materials

Dealer File

Dealer Detail

Shaw System Screenshots

Tests

Confirm there is no notation in the Dealer File, Dealer Detail, or Shaw System Screenshots of a right of rescission or setoff for the related Dealer

ii)

Confirm there is no notation in the Dealer File, Dealer Detail, or Shaw System Screenshots of active litigation or attorney involvement for the related Dealer as of the Cut-off Date or related Addition Date

iii)

If steps (i) and (ii) are confirmed, then Test Pass

A-18

“Eligible Receivable” means a Receivable that:

Representation and Warranty

(10) as to which NNA, NMAC and the Depositor, as applicable, have satisfied in all material respects all of their obligations relating to each Receivable required to be satisfied by them;

Review Materials

Dealer File

Dealer Detail

Shaw System Screenshots

Tests

Review the Dealer File, Dealer Detail, and Shaw System Screenshots and confirm there is no notation of an unperformed material obligation by NNA, NMAC or the Depositor with respect to such Receivable

ii)

If step (i) is confirmed, then Test Pass

A-19

“Eligible Receivable” means a Receivable that:

Representation and Warranty

(11) as to which none of NNA, NMAC or the Depositor, as applicable, has taken or failed to take any action which would impair the rights of the Issuer or the Noteholders in the Receivable;

Review Materials

Dealer File

Dealer Detail

Shaw System Screenshots

Tests

Confirm the Receivable is listed within the Shaw System Screenshots

ii)

Review the Dealer File, Dealer Detail, and Shaw System Screenshots and confirm there is no evidence of any adverse action that would impair the rights of the Issuer or the Noteholders in the Receivable

iii)

If steps (i) and (ii) are confirmed, then Test Pass

A-20

“Eligible Receivable” means a Receivable that:

Representation and Warranty

(12) when added to the aggregate principal balance of Receivables arising in the same state, will not result in the aggregate principal balance of Receivables arising in such state exceeding 30% of the aggregate principal balance of Receivables as of the date of transfer (after giving effect thereto);

Review Materials

Dealer Summary and Dealer Detail

Tests

Review the state of Dealer’s residence as listed in Dealer Summary and Dealer Detail and any other applicable documents and the related date of transfer and confirm that the aggregate principal balance of Receivables arising from the related state for the related date of transfer does not exceed 30% of the aggregate principal balance of Receivables for the related date of transfer

ii)

If step (i) is confirmed, then Test Pass

A-21

“Eligible Receivable” means a Receivable that:

Representation and Warranty

(13) if generated from a Dealer rated “C” or “D” according to the Floorplan Financing Guidelines, when added to the aggregate principal balance of Receivables generated among Dealers rated “C” and “D” according to the Floorplan Financing Guidelines, will not result in the aggregate principal of Receivables generated among such Dealers exceeding 40% of the aggregate principal balance of Receivables as of the date of transfer (after giving effect thereto); and

Review Materials

Dealer Summary and Dealer Detail

Tests

Review the Dealer Summary and Dealer Detail for the related Receivable and confirm the Dealer rating is not “C” or “D”

ii)

If the Dealer rating for the related Receivable is “C” or “D,” confirm the aggregate principal balance of Receivables generated among all Dealers rated “C” and “D” does not exceed 40% of the aggregate principal balance of Receivables as of the date of transfer

iii)

If step (i) or (ii) is confirmed, then Test Pass

A-22

“Eligible Receivable” means a Receivable that:

Representation and Warranty

(14) constitutes either an “account” or “chattel paper,” each as defined in Article 9 of the Uniform Commercial Code as in effect in the applicable jurisdiction.

Review Materials

WFSA

WFSA Template in effect as of the relevant date

Tests

Review the WFSA and confirm the executed contract conforms to the WFSA Template

ii)

If the executed contract does not conform to the WFSA Template, confirm NMAC Legal department has a process in place for negotiation and approval of WFSAs that do not conform to the WFSA Template.

iii)

If step (i) or (ii) is confirmed, then Test Pass

A-23