EX-10.1





 Exhibit 10.1 

FOURTH AMENDMENT 
 TO
AMENDED AND RESTATED TRANSFER AND SERVICING AGREEMENT 
 This FOURTH AMENDMENT TO AMENDED AND RESTATED TRANSFER AND SERVICING AGREEMENT,
dated as of April 1, 2021 (this “Amendment”), is entered into by and among Nissan Wholesale Receivables Company II LLC (successor by conversion to Nissan Wholesale Receivables Corporation II), a Delaware limited liability
company (“NWRC II”), as transferor (the “Transferor”), Wilmington Trust Company, not in its individual capacity but solely as owner trustee (the “Owner Trustee”) of Nissan Master Owner Trust
Receivables, a Delaware statutory trust (the “Issuer”), and Nissan Motor Acceptance Company LLC (successor by conversion to Nissan Motor Acceptance Corporation), a Delaware limited liability company (“NMAC”),
as servicer (the “Servicer”). 
 RECITALS: 

WHEREAS, the parties hereto have entered into the Amended and Restated Transfer and Servicing Agreement, dated as of October 15,
2003 (as amended by (i) the Agreement of Modification to Transaction Documents, dated as of February 12, 2010, among the Transferor, the Issuer, the Servicer and the Owner Trustee, (ii) the Second Agreement of Modification to
Transaction Documents, dated as of May 23, 2012, among NWRC II, as transferor and as buyer, the Issuer, NMAC, as servicer and as seller, the Owner Trustee and U.S. Bank National Association, as indenture trustee (the “Indenture
Trustee”), (iii) the First Amendment to Amended and Restated Transfer and Servicing Agreement, dated as of April 24, 2017, among NWRC II, as transferor and as buyer, the Owner Trustee and NMAC, as servicer and as seller, (iv) the
Second Amendment to Amended and Restated Transfer and Servicing Agreement, dated as of October 25, 2017, among NWRC II, as transferor and as buyer, the Owner Trustee and NMAC, as servicer and as seller and (v) the Third Amendment to
Amended and Restated Transfer and Servicing Agreement, dated as of March 13, 2019, among NWRC II, as transferor and as buyer, the Owner Trustee and NMAC, as servicer, and as further amended, supplemented, amended or restated or otherwise
modified from time to time, the “Transfer and Servicing Agreement”); 
 WHEREAS, the parties hereto wish to
modify the Transfer and Servicing Agreement pursuant to Section 8.01(a) thereof as of the Effective Date (as defined below) in accordance with the terms and conditions set forth below; and 

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, receipt of which
is acknowledged, the parties hereto agree as follows: 
 ARTICLE I 

RECITALS AND DEFINITIONS 

Section 1.1 Recitals. The foregoing Recitals are hereby incorporated in and made a part of this Amendment. 












 Section 1.2 Definitions. Capitalized terms used and not defined
herein have the respective meanings assigned such terms in the Annex of Definitions attached to the Transfer and Servicing Agreement as Annex A. 

ARTICLE II 
 AMENDMENTS

 Section 2.1 Amendments to Transfer and Servicing Agreement. As of the Effective Date, the Transfer and Servicing
Agreement is hereby amended as follows: 
 (a) All references to “Nissan Motor Acceptance Corporation, a California corporation”
are amended to mean “Nissan Motor Acceptance Company LLC, a Delaware limited liability company”. 
 (b) All references to
“Nissan Wholesale Receivables Corporation II, a Delaware corporation” are amended to mean “Nissan Wholesale Receivables Company II LLC, a Delaware limited liability company”. 

(c) Section 2.03(a)(i) of the Transfer and Servicing Agreement is hereby deleted in its entirety and replaced with the following: 

“(i) Organization and Good Standing. The Transferor is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its formation, and has, in all material respects, full power, authority and legal right to own its properties and conduct its business as such properties are currently owned and such business is currently conducted, and to execute,
deliver and perform its obligations under this Agreement and the Receivables Purchase Agreement.” 
 (d) Section 2.03(a)(ii) of
the Transfer and Servicing Agreement is hereby amended by replacing the word “corporation” with the word “entity” therein. 

(e) Section 2.05(g) of the Transfer and Servicing Agreement is hereby deleted in its entirety and replaced with the following: 

“(g) Limited Liability Company Agreement. (x) The Transferor will comply in all material respects with the Limited Liability Company
Agreement and (y) the Transferor agrees not to amend, alter, modify, repeal or change in any way the Limited Liability Company Agreement without (1) providing notice thereof to the Rating Agencies, (2) satisfaction of the Rating
Agency Condition and (iii) if such amendment, alteration, modification, repeal or change relates to or affects Section 7 or Section 9(j) of the Limited Liability Company Agreement, obtaining the written consent of at least a majority
of the Outstanding Principal Amount of all Notes of all Outstanding Series.” 
 (f) Section 3.03(a)(i) of the Transfer and
Servicing Agreement is hereby deleted in its entirety and replaced with the following: 
 “(i) Organization and Good Standing. It is
duly organized, validly existing and in good standing under the applicable laws of the jurisdiction of its formation and has, in all material respects, full power, authority and legal right to own its properties and conduct its floorplan receivable
servicing business as such properties are currently owned and as such business is currently conducted, and to execute, deliver and perform its obligations under this Agreement.” 

  
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 (g) Section 3.03(a)(ii) of the Transfer and Servicing Agreement is hereby amended by
replacing the word “corporation” with the word “entity” therein. 
 (h) Section 8.02(c) of the Transfer and
Servicing Agreement is hereby amended by replacing the word “incorporation” with the word “formation” therein. 
 (i)
The definition of “Certificate of Incorporation” set forth in Annex A to the Transfer and Servicing Agreement is hereby deleted in its entirety. 

(j) The following new definition of “Limited Liability Company Agreement” is hereby added to Annex A to the Transfer and Servicing
Agreement in appropriate alphabetical order: 
 “Limited Liability Company Agreement” means Limited
Liability Company Agreement of NWRC II LLC, dated as of April 1, 2021. 
 ARTICLE III 

EFFECTIVE DATE 

Section 3.1 Effective Date. Upon receipt by NMAC of counterparts of this Amendment executed by the Servicer, the
Transferor, the Owner Trustee and the Issuer, this Amendment shall become effective immediately after all of the following occur (such date, the “Effective Date”), without further action by any party other than the following: 

(a) receipt by the Indenture Trustee and the Owner Trustee of an Officer’s Certificate in accordance with
Section 8.01(a)(i) of the Transfer and Servicing Agreement; 
 (b) satisfaction of the Rating Agency Condition
with respect to this Amendment in accordance with Section 8.01(a)(ii) of the Transfer and Servicing Agreement; 

(c) receipt by the Indenture Trustee and the Owner Trustee of a Required Federal Income Tax Opinion in accordance with
Section 8.01(a)(iii) of the Transfer and Servicing Agreement; 
 (d) receipt by the Indenture Trustee and the
Owner Trustee of an Opinion of Counsel in accordance with Section 8.02(d) of the Transfer and Servicing Agreement; 

(e) receipt by the Indenture Trustee and the Owner Trustee of an Opinion of Counsel and an Officer’s Certificate in accordance with
Section 8.13 of the Transfer and Servicing Agreement; and 

  
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 (f) Upon receipt of evidence of satisfaction of the conditions set forth above, NMAC shall
provide written notice to the Indenture Trustee and the Owner Trustee stating that the conditions to effectiveness of this Amendment have been satisfied and identifying the Effective Date. 

ARTICLE IV 

MISCELLANEOUS 

Section 4.1 Transfer and Servicing Agreement Unaffected. Except as modified herein, the parties acknowledge that the
provisions of the Transfer and Servicing Agreement remain in full force and effect and are hereby ratified and confirmed by the parties hereto. After the Effective Date all references in the Transaction Documents to the Transfer and Servicing
Agreement shall mean the Transfer and Servicing Agreement as modified hereby. 
 Section 4.2 Governing Law. This
Amendment shall be governed by the governing law described in Section 8.05 of the Transfer and Servicing Agreement. 

Section 4.3 Captions. The various captions in this Amendment are included for convenience only and shall not affect
the meaning or interpretation of any provision of this Amendment or any provision hereof. 
 Section 4.4
Severability. Whenever possible, each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Amendment shall be prohibited by or invalid
under the laws of any applicable jurisdiction, such provision, as to jurisdiction, shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this
Amendment as to such jurisdiction or any other jurisdiction. 
 Section 4.5 Binding Effect. This Amendment shall
be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 
 Section 4.6
Direction to Owner Trustee. NWRC II hereby requests and directs that Wilmington Trust Company, in its capacity as the Owner Trustee, execute and deliver this Amendment. 

Section 4.7 Counterparts. This Amendment may be executed by the parties hereto in separate counterparts, each of
which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. Each party agrees that this Amendment and any other documents to be delivered in connection herewith may
be digitally or electronically signed, and that any digital or electronic signatures (including pdf, facsimile or electronically imaged signatures provided by a digital signature provider as specified in writing to the Indenture Trustee) appearing
on this Amendment or such other documents shall have the same effect as manual signatures for the purpose of validity, enforceability and admissibility. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with
respect to, any digital or electronic signature appearing on this Amendment or any other documents to be delivered in connection herewith and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. 

  
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 Section 4.8 Limitation on Owner Trustee Liability. It is expressly
understood and agreed by the parties hereto that (a) this Amendment is executed and delivered by Wilmington Trust Company (“WTC”), not individually or personally, but solely as Owner Trustee of the Issuer, in the exercise of
the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representation, undertaking or agreement by WTC, but
is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on WTC, 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 WTC 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 Amendment or any other related documents. 

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and
delivered as of the date first above written. 
  

			
	 NISSAN MOTOR ACCEPTANCE COMPANY LLC,

as Servicer



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


 
			
	Name:	 	Douglas E. Gwin, Jr.
	Title:	 	Assistant Treasurer


  

			
	 NISSAN WHOLESALE RECEIVABLES
COMPANY II LLC,

as Transferor



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


 
			
	Name:	 	Douglas E. Gwin, Jr.
	Title:	 	Assistant Treasurer


  

			
	 WILMINGTON TRUST COMPANY, 

not in its individual capacity but solely as Owner Trustee



 
			
		
	By:	 	/s/ Dorri Costello


 
			
	Name:	 	Dorri Costello
	Title:	 	Vice President


 Acknowledged and agreed to by: 

NISSAN MASTER OWNER TRUST RECEIVABLES, 
 as Issuer

  

			
		
	By:	 	Nissan Motor Acceptance Company LLC,
as Administrator


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


			
	Name:	 	Douglas E. Gwin, Jr.
	Title:	 	Assistant Treasurer


  

					
		 	S-1	  	 NMOTR Fourth Amendment to

Transfer and Servicing Agreement