EX-10.6



 Exhibit 10.6 
 (Multicurrency—Cross Border) 
 ISDA® 

International Swap Dealers Association, Inc. 
 MASTER AGREEMENT 
 dated as of
[                    ] 

                     and Nissan Master Owner Trust
Receivables have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and
other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions. 
 Accordingly, the
parties agree as follows: 
  

	1.	Interpretation 

 (a)
Definitions. The terms defined in Section 14 and in the Schedule will have the meanings therein specified for the purpose of this Master Agreement. 
 (b) Inconsistency. In the event of any inconsistency between the provisions of the Schedule and the other provisions of this Master Agreement, the Schedule will prevail. In the event of any
inconsistency between the provisions of any Confirmation and this Master Agreement (including the Schedule), such Confirmation will prevail for the purpose of the relevant Transaction. 
 (c) Single Agreement. All Transactions are entered into in reliance on the fact that this Master Agreement and all Confirmations form a single agreement between the parties (collectively
referred to as this “Agreement”), and the parties would not otherwise enter into any Transactions. 
  

	2.	Obligations 

 (a) General
Conditions. 
 (i) Each party will make each payment or delivery specified in each Confirmation to be made by it, subject
to the other provisions of this Agreement. 
 (ii) Payments under this Agreement will be made on the due date for value on that
date in the place of the account specified in the relevant Confirmation or otherwise 
 Copyright © 1992 by International
Swap Dealers Association, Inc 
 Issuer Master 

  

					
		  		  	









 
pursuant to this Agreement, in freely transferable funds and in the manner customary for payments in the required currency. Where settlement is by delivery (that is, other than by payment), such
delivery will be made for receipt on the due date in the manner customary for the relevant obligation unless otherwise specified in the relevant Confirmation or elsewhere in this Agreement. 

(iii) Each obligation of each party under Section 2(a)(i) is subject to (1) the condition precedent that no Event of Default or
Potential Event of Default with respect to the other party has occurred and is continuing, (2) the condition precedent that no Early Termination Date in respect of the relevant Transaction has occurred or been effectively designated and
(3) each other applicable condition precedent specified in this Agreement. 
 (b) Change of Account. Either party may change
its account for receiving a payment or delivery by giving notice to the other party at least five Local Business Days prior to the scheduled date for the payment or delivery to which such change applies unless such other party gives timely notice of
a reasonable objection to such change. 
 (c) Netting. If on any date amounts would otherwise be payable: 

(i) in the same currency; and 
 (ii) in respect of the same Transaction, 
 by each party to the other, then, on such date, each
party’s obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been
payable by the other party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount. 

The parties may elect in respect of two or more Transactions that a net amount will be determined in respect of all amounts payable on the same date in
the same currency in respect of such Transactions, regardless of whether such amounts are payable in respect of the same Transaction. The election may be made in the Schedule or a Confirmation by specifying that subparagraph (ii) above will not
apply to the Transactions identified as being subject to the election, together with the starting date (in which case subparagraph (ii) above will not, or will cease to, apply to such Transactions from such date). This election may be made
separately for different groups of Transactions and will apply separately to each pairing of Offices through which the parties make and receive payments or deliveries. 
 (d) Deduction or Withholding for Tax. 
 (i) Gross-Up. All payments under this Agreement will be made without any deduction or withholding for or on account of any Tax unless such deduction or withholding is required by any applicable law, as modified
by the practice of any relevant governmental revenue authority, then in effect. If a party is so required to deduct or withhold, then that party (“X”) will: 
 (1) promptly notify the other party (“Y”) of such requirement; 

  

					
		  	2	  	Issuer Master









 (2) pay to the relevant authorities the full amount required to be deducted or withheld
(including the full amount required to be deducted or withheld from any additional amount paid by X to Y under this Section 2(d)) promptly upon the earlier of determining that such deduction or withholding is required or receiving notice that
such amount has been assessed against Y; 
 (3) promptly forward to Y an official receipt (or a certified copy), or other
documentation reasonably acceptable to Y, evidencing such payment to such authorities; and 
 (4) if such Tax is an Indemnifiable
Tax, pay to Y, in addition to the payment to which Y is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by Y (free and clear of Indemnifiable Taxes, whether assessed
against X or Y) will equal the full amount Y would have received had no such deduction or withholding been required. However, X will not be required to pay any additional amount to Y to the extent that it would not be required to be paid but for:

 (A) the failure by Y to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d); or

 (B) the failure of a representation made by Y pursuant to Section 3(f) to be accurate and true unless such failure would
not have occurred but for (I) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with
respect to a party to this Agreement) or (II) a Change in Tax Law. 
 (ii) Liability. If: 

(1) X is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, to make any deduction
or withholding in respect of which X would not be required to pay an additional amount to Y under Section 2(d)(i)(4); 
 (2)
X does not so deduct or withhold; and 
 (3) a liability resulting from such Tax is assessed directly against X, 

then, except to the extent Y has satisfied or then satisfies the liability resulting from such Tax, Y will promptly pay to X the amount of
such liability (including any related liability for interest, but including any related liability for penalties only if Y has failed to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)). 

(e) Default Interest; Other Amounts. Prior to the occurrence or effective designation of an Early Termination Date in respect of the
relevant Transaction, a party that defaults in the 

  

					
		  	3	  	Issuer Master









 
performance of any payment obligation will, to the extent permitted by law and subject to Section 6(c), be required to pay interest (before as well as after judgment) on the overdue amount
to the other party on demand in the same currency as such overdue amount, for the period from (and including) the original due date for payment to (but excluding) the date of actual payment, at the Default Rate. Such interest will be calculated on
the basis of daily compounding and the actual number of days elapsed. If, prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party defaults in the performance of any obligation
required to be settled by delivery, it will compensate the other party on demand if and to the extent provided for in the relevant Confirmation or elsewhere in this Agreement. 

 

	3.	Representations 

 Each party represents to
the other party (which representations will be deemed to be repeated by each party on each date on which a Transaction is entered into and, in the case of the representations in Section 3(f), at all times until the termination of this
Agreement) that: 
 (a) Basic Representations. 
 (i) Status. It is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation and, if relevant under such laws, in good standing; 

(ii) Powers. It has the power to execute this Agreement and any other documentation relating to this Agreement to which it
is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and any obligations it has under any Credit Support
Document to which it is a party and has taken all necessary action to authorise such execution, delivery and performance; 

(iii) No Violation or Conflict. Such execution, delivery and performance do not violate or conflict with any law applicable
to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets; 

(iv) Consents. All governmental and other consents that are required to have been obtained by it with respect to this
Agreement or any Credit Support Document to which it is a party have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and 

(v) Obligations Binding. Its obligations under this Agreement and any Credit Support Document to which it is a party
constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and
subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)). 
 (b) Absence of Certain Events. No Event of Default or Potential Event of Default or, to its knowledge, Termination Event with respect to it has occurred and is continuing and no such event
or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support Document to which it is a party. 

  

					
		  	4	  	Issuer Master









 (c) Absence of Litigation. There is not pending or, to its knowledge, threatened against it or
any of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this
Agreement or any Credit Support Document to which it is a party or its ability to perform its obligations under this Agreement or such Credit Support Document. 
 (d) Accuracy of Specified Information. All applicable information that is furnished in writing by or on behalf of it to the other party and is identified for the purpose of this
Section 3(d) in the Schedule is, as of the date of the information, true, accurate and complete in every material respect. 
 (e)
Payer Tax Representation. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(e) is accurate and true. 
 (f) Payee Tax Representations. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true. 

 

	4.	Agreements 

 Each party agrees with the
other that, so long as either party has or may have any obligation under this Agreement or under any Credit Support Document to which it is a party: 
 (a) Furnish Specified Information. It will deliver to the other party or, in certain cases under subparagraph (iii) below, to such government or taxing authority as the other party
reasonably directs: 
 (i) any forms, documents or certificates relating to taxation specified in the Schedule or any
Confirmation; 
 (ii) any other documents specified in the Schedule or any Confirmation; and 

(iii) upon reasonable demand by such other party, any form or document that may be required or reasonably requested in writing in order to
allow such other party or its Credit Support Provider to make a payment under this Agreement or any applicable Credit Support Document without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a
reduced rate (so long as the completion, execution or submission of such form or document would not materially prejudice the legal or commercial position of the party in receipt of such demand), with any such form or document to be accurate and
completed in a manner reasonably satisfactory to such other party and to be executed and to be delivered with any reasonably required certification, 
 in each case by the date specified in the Schedule or such Confirmation or, if none is specified, as soon as reasonably practicable. 

  

					
		  	5	  	Issuer Master









 (b) Maintain Authorisations. It will use all reasonable efforts to maintain in full force and
effect all consents of any governmental or other authority that are required to be obtained by it with respect to this Agreement or any Credit Support Document to which it is a party and will use all reasonable efforts to obtain any that may become
necessary in the future. 
 (c) Comply with Laws. It will comply in all material respects with all applicable laws and orders to
which it may be subject if failure so to comply would materially impair its ability to perform its obligations under this Agreement or any Credit Support Document to which it is a party. 
 (d) Tax Agreement. It will give notice of any failure of a representation made by it under Section 3(f) to be accurate and true promptly upon learning of such failure. 

(e) Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax levied or imposed upon it or in respect of its execution or
performance of this Agreement by a jurisdiction in which it is incorporated, organised, managed and controlled, or considered to have its seat, or in which a branch or office through which it is acting for the purpose of this Agreement is located
(“Stamp Tax Jurisdiction”) and will indemnify the other party against any Stamp Tax levied or imposed upon the other party or in respect of the other party’s execution or performance of this Agreement by any such Stamp Tax
Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the other party. 
  

	5.	Events of Default and Termination Events 


(a) Events of Default. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or
any Specified Entity of such party of any of the following events constitutes an event of default (an “Event of Default”) with respect to such party: 
 (i) Failure to Pay or Deliver. Failure by the party to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by it if such
failure is not remedied on or before the third Local Business Day after notice of such failure is given to the party; 
 (ii)
Breach of Agreement. Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give notice of a
Termination Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance with this Agreement if such failure is not remedied on or before the thirtieth day after
notice of such failure is given to the party; 
 (iii) Credit Support Default. 

(1) Failure by the party or any Credit Support Provider of such party to comply with or perform any agreement or obligation to be complied
with or performed by it in accordance with any Credit Support Document if such failure is continuing after any applicable grace period has elapsed; 

  

					
		  	6	  	Issuer Master









 (2) the expiration or termination of such Credit Support Document or the failing or ceasing
of such Credit Support Document to be in full force and effect for the purpose of this Agreement (in either case other than in accordance with its terms) prior to the satisfaction of all obligations of such party under each Transaction to which such
Credit Support Document relates without the written consent of the other party; or 
 (3) the party or such Credit Support
Provider disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, such Credit Support Document; 
 (iv) Misrepresentation. A representation (other than a representation under Section 3(e) or (f)) made or repeated or deemed to have been made or repeated by the party or any Credit
Support Provider of such party in this Agreement or any Credit Support Document proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated; 

(v) Default under Specified Transaction. The party, any Credit Support Provider of such party or any applicable Specified
Entity of such party (1) defaults under a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration of obligations under, or an early termination of, that
Specified Transaction, (2) defaults, after giving effect to any applicable notice requirement or grace period, in making any payment or delivery due on the last payment, delivery or exchange date of, or any payment on early termination of, a
Specified Transaction (or such default continues for at least three Local Business Days if there is no applicable notice requirement or grace period) or (3) disaffirms, disclaims, repudiates or rejects, in whole or in part, a Specified
Transaction (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf); 
 (vi)
Cross Default. If “Cross Default” is specified in the Schedule as applying to the party, the occurrence or existence of (1) a default, event of default or other similar condition or event (however described) in respect
of such party, any Credit Support Provider of such party or any applicable Specified Entity of such party under one or more agreements or instruments relating to Specified Indebtedness of any of them (individually or collectively) in an aggregate
amount of not less than the applicable Threshold Amount (as specified in the Schedule) which has resulted in such Specified Indebtedness becoming, or becoming capable at such time of being declared, due and payable under such agreements or
instruments, before it would otherwise have been due and payable or (2) a default by such party, such Credit Support Provider or such Specified Entity (individually or collectively) in making one or more payments on the due date thereof in an
aggregate amount of not less than the applicable Threshold Amount under such agreements or instruments (after giving effect to any applicable notice requirement or grace period); 

  

					
		  	7	  	Issuer Master









 (vii) Bankruptcy. The party, any Credit Support Provider of such party
or any applicable Specified Entity of such party: 
 (1) is dissolved (other than pursuant to a consolidation, amalgamation or
merger); (2) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (3) makes a general assignment, arrangement or composition with or for the benefit of
its creditors; (4) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a
petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (A) results in a judgment of
insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within 30
days of the institution or presentation thereof; (5) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);
(6) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (7) has a secured party
take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains
possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter; (8) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an
analogous effect to any of the events specified in clauses (1) to (7) (inclusive); or (9) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts; or 

(viii) Merger Without Assumption. The party or any Credit Support Provider of such party consolidates or amalgamates with,
or merges with or into, or transfers all or substantially all its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer: 
 (1) the resulting, surviving or transferee entity fails to assume all the obligations of such party or such Credit Support Provider under this Agreement or any Credit Support Document to which it or its
predecessor was a party by operation of law or pursuant to an agreement reasonably satisfactory to the other party to this Agreement; or 
 (2) the benefits of any Credit Support Document fail to extend (without the consent of the other party) to the performance by such resulting, surviving or transferee entity of its obligations under this
Agreement. 

  

					
		  	8	  	Issuer Master









 (b) Termination Events. The occurrence at any time with respect to a party or, if applicable,
any Credit Support Provider of such party or any Specified Entity of such party of any event specified below constitutes an Illegality if the event is specified in (i) below, a Tax Event if the event is specified in (ii) below or a Tax
Event Upon Merger if the event is specified in (iii) below, and, if specified to be applicable, a Credit Event Upon Merger if the event is specified pursuant to (iv) below or an Additional Termination Event if the event is specified
pursuant to (v) below: 
 (i) Illegality. Due to the adoption of, or any change in, any applicable law after
the date on which a Transaction is entered into, or due to the promulgation of, or any change in, the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law after such date, it becomes
unlawful (other than as a result of a breach by the party of Section 4(b)) for such party (which will be the Affected Party): 
 (1) to perform any absolute or contingent obligation to make a payment or delivery or to receive a payment or delivery in respect of such Transaction or to comply with any other material provision of this
Agreement relating to such Transaction; or 
 (2) to perform, or for any Credit Support Provider of such party to perform, any
contingent or other obligation which the party (or such Credit Support Provider) has under any Credit Support Document relating to such Transaction; 
 (ii) Tax Event. Due to (x) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into
(regardless of whether such action is taken or brought with respect to a party to this Agreement) or (y) a Change in Tax Law, the party (which will be the Affected Party) will, or there is a substantial likelihood that it will, on the next
succeeding Scheduled Payment Date (1) be required to pay to the other party an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or
(2) receive a payment from which an amount is required to be deducted or withheld for or on account of a Tax (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) and no additional amount is required to be paid in respect of
such Tax under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A) or (B)); 
 (iii) Tax Event Upon
Merger. The party (the “Burdened Party”) on the next succeeding Scheduled Payment Date will either (1) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect
of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has been deducted or withheld for or on account of any Indemnifiable Tax in respect of which the other party is not required to pay an
additional amount (other than by reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a party consolidating or amalgamating with, or merging with or into, or transferring all or substantially all its assets to, another entity
(which will be the Affected Party) where such action does not constitute an event described in Section 5(a)(viii); 
 (iv)
Credit Event Upon Merger. If “Credit Event Upon Merger” is specified in the Schedule as applying to the party, such party (“X”), any Credit Support Provider of X or any applicable Specified Entity of X consolidates
or amalgamates with, or merges with or into, or transfers all or substantially all its assets, to, another entity and such action does not constitute an event described in Section 5(a)(viii) but the creditworthiness of the


  

					
		  	9	  	Issuer Master









 
resulting, surviving or transferee entity is materially weaker than that of X, such Credit Support Provider or such Specified Entity, as the case may be, immediately prior to such action (and, in
such event, X or its successor or transferee, as appropriate, will be the Affected Party); or 
 (v) Additional Termination
Event. If any “Additional Termination Event” is specified in the Schedule or any Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties shall be as specified for such
Additional Termination Event in the Schedule or such Confirmation). 
 (c) Event of Default and Illegality. If an event or
circumstance which would otherwise constitute or give rise to an Event of Default also constitutes an Illegality, it will be treated as an Illegality and will not constitute an Event of Default. 

 

	6.	Early Termination 

 (a) Right to
Terminate Following Event of Default. If at any time an Event of Default with respect to a party (the “Defaulting Party”) has occurred and is then continuing, the other party (the “Non-defaulting Party”) may, by not more
than 20 days notice to the Defaulting Party specifying the relevant Event of Default, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all outstanding Transactions. If, however,
“Automatic Early Termination” is specified in the Schedule as applying to a party, then an Early Termination Date in respect of all outstanding Transactions will occur immediately upon the occurrence with respect to such party of an Event
of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the extent analogous thereto, (8), and as of the time immediately preceding the institution of the relevant proceeding or the presentation of the relevant petition upon the
occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8). 

(b) Right to Terminate Following Termination Event. 
 (i) Notice. If a Termination Event occurs, an Affected Party will, promptly upon becoming aware of it, notify the other party, specifying the nature of that Termination Event and each
Affected Transaction and will also give such other information about that Termination Event as the other party may reasonably require. 
 (ii) Transfer to Avoid Termination Event. If either an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger
occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a
loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or
Affiliates so that such Termination Event ceases to exist. 

  

					
		  	10	  	Issuer Master









 If the Affected Party is not able to make such a transfer it will give notice to the other
party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i). 
 Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other
party’s policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed. 
 (iii) Two Affected Parties. If an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there are two Affected Parties, each party will use all reasonable efforts to reach
agreement within 30 days after notice thereof is given under Section 6(b)(i) on action to avoid that Termination Event. 

(iv) Right to Terminate. If: 
 (1) a transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as the case may be, has not been effected with respect to all Affected Transactions within 30 days after an
Affected Party gives notice under Section 6(b)(i); or 
 (2) an Illegality under Section 5(b)(i)(2), a Credit Event
Upon Merger or an Additional Termination Event occurs, or a Tax Event Upon Merger occurs and the Burdened Party is not the Affected Party, 
 either party in the case of an Illegality, the Burdened Party in the case of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event or an Additional Termination Event if there is more than
one Affected Party, or the party which is not the Affected Party in the case of a Credit Event Upon Merger or an Additional Termination Event if there is only one Affected Party may, by not more than 20 days notice to the other party and provided
that the relevant Termination Event is then continuing, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all Affected Transactions. 
 (c) Effect of Designation. 
 (i) If notice designating an Early
Termination Date is given under Section 6(a) or (b), the Early Termination Date will occur on the date so designated, whether or not the relevant Event of Default or Termination Event is then continuing. 

(ii) Upon the occurrence or effective designation of an Early Termination Date, no further payments or deliveries under
Section 2(a)(i) or 2(e) in respect of the Terminated Transactions will be required to be made, but without prejudice to the other provisions of this Agreement. The amount, if any, payable in respect of an Early Termination Date shall be
determined pursuant to Section 6(e). 
 (d) Calculations. 

(i) Statement. On or as soon as reasonably practicable following the occurrence of an Early Termination Date, each party
will make the calculations on its part, if any, 

  

					
		  	11	  	Issuer Master









 
contemplated by Section 6(e) and will provide to the other party a statement (1) showing, in reasonable detail, such calculations (including all relevant quotations and specifying any
amount payable under Section 6(e)) and (2) giving details of the relevant account to which any amount payable to it is to be paid. In the absence of written confirmation from the source of a quotation obtained in determining a Market
Quotation, the records of the party obtaining such quotation will be conclusive evidence of the existence and accuracy of such quotation. 
 (ii) Payment Date. An amount calculated as being due in respect of any Early Termination Date under Section 6(e) will be payable on the day that notice of the amount payable is
effective (in the case of an Early Termination Date which is designated or occurs as a result of an Event of Default) and on the day which is two Local Business Days after the day on which notice of the amount payable is effective (in the case of an
Early Termination Date which is designated as a result of a Termination Event). Such amount will be paid together with (to the extent permitted under applicable law) interest thereon (before as well as after judgment) in the Termination Currency,
from (and including) the relevant Early Termination Date to (but excluding) the date such amount is paid, at the Applicable Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed. 

(e) Payments on Early Termination. If an Early Termination Date occurs, the following provisions shall apply based on the parties’
election in the Schedule of a payment measure, either “Market Quotation” or “Loss”, and a payment method, either the “First Method” or the “Second Method”. If the parties fail to designate a payment measure or
payment method in the Schedule, it will be deemed that “Market Quotation” or the “Second Method”, as the case may be, shall apply. The amount, if any, payable in respect of an Early Termination Date and determined pursuant to
this Section will be subject to any Set-off. 
 (i) Events of Default. If
the Early Termination Date results from an Event of Default: 
 (1) First Method and Market Quotation. If the First Method
and Market Quotation apply, the Defaulting Party will pay to the Non-defaulting Party the excess, if a positive number, of (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party over
(B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. 
 (2) First Method and
Loss. If the First Method and Loss apply, the Defaulting Party will pay to the Non-defaulting Party, if a positive number, the Non-defaulting Party’s Loss in
respect of this Agreement. 
 (3) Second Method and Market Quotation. If the Second Method and Market Quotation apply, an
amount will be payable equal to (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the
Unpaid 

  

					
		  	12	  	Issuer Master









 
Amounts owing to the Non-defaulting Party less (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. If that
amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute
value of that amount to the Defaulting Party. 
 (4) Second Method and Loss. If the Second Method and Loss apply, an
amount will be payable equal to the Non-defaulting Party’s Loss in respect of this Agreement. If that amount is a positive number, the Defaulting Party will pay it to the
Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party. 

(ii) Termination Events. If the Early Termination Date results from a Termination Event: 

(1) One Affected Party. If there is one Affected Party, the amount payable will be determined in accordance with
Section 6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4), if Loss applies, except that, in either case, references to the Defaulting Party and to the Non-defaulting Party will be deemed
to be references to the Affected Party and the party which is not the Affected Party, respectively, and, if Loss applies and fewer than all the Transactions are being terminated, Loss shall be calculated in respect of all Terminated Transactions.

 (2) Two Affected Parties. If there are two Affected Parties: 

(A) if Market Quotation applies, each party will determine a Settlement Amount in respect of the Terminated Transactions, and an amount
will be payable equal to (I) the sum of (a) one-half of the difference between the Settlement Amount of the party with the higher Settlement Amount (“X”) and the Settlement Amount of the
party with the lower Settlement Amount (“Y”) and (b) the Termination Currency Equivalent of the Unpaid Amounts owing to X less (II) the Termination Currency Equivalent of the Unpaid Amounts owing to Y; and 

(B) if Loss applies, each party will determine its Loss in respect of this Agreement (or, if fewer than all the Transactions are being
terminated, in respect of all Terminated Transactions) and an amount will be payable equal to one-half of the difference between the Loss of the party with the higher Loss (“X”) and the Loss of the
party with the lower Loss (“Y”). 
 If the amount payable is a positive number, Y will pay it to X; if it is a negative number, X will
pay the absolute value of that amount to Y. 
 (iii) Adjustment for Bankruptcy. In circumstances where an Early
Termination Date occurs because “Automatic Early Termination” applies in respect of a party, the amount determined under this Section 6(e) will be subject to such adjustments as are appropriate and permitted by law to reflect any
payments or deliveries made by one party to the other under this Agreement (and retained by such other party) during the period from the relevant Early Termination Date to the date for payment determined under Section 6(d)(ii). 

  

					
		  	13	  	Issuer Master









 (iv) Pre-Estimate. The parties agree
that if Market Quotation applies an amount recoverable under this Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount is payable for the loss of bargain and the loss of
protection against future risks and except as otherwise provided in this Agreement neither party will be entitled to recover any additional damages as a consequence of such losses. 

 

	7.	Transfer 

 Subject to
Section 6(b)(ii), neither this Agreement nor any interest or obligation in or under this Agreement may be transferred (whether by way of security or otherwise) by either party without the prior written consent of the other party, except that:

 (a) a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer
of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement); and 
 (b)
a party may make such a transfer of all or any part of its interest in any amount payable to it from a Defaulting Party under Section 6(e). 
 Any purported transfer that is not in compliance with this Section will be void. 
  

	8.	Contractual Currency 

 (a) Payment
in the Contractual Currency. Each payment under this Agreement will be made in the relevant currency specified in this Agreement for that payment (the “Contractual Currency”). To the extent permitted by applicable law, any
obligation to make payments under this Agreement in the Contractual Currency will not be discharged or satisfied by any tender in any currency other than the Contractual Currency, except to the extent such tender results in the actual receipt by the
party to which payment is owed, acting in a reasonable manner and in good faith in converting the currency so tendered into the Contractual Currency, of the full amount in the Contractual Currency of all amounts payable in respect of this Agreement.
If for any reason the amount in the Contractual Currency so received falls short of the amount in the Contractual Currency payable in respect of this Agreement, the party required to make the payment will, to the extent permitted by applicable law,
immediately pay such additional amount in the Contractual Currency as may be necessary to compensate for the shortfall. If for any reason the amount in the Contractual Currency so received exceeds the amount in the Contractual Currency payable in
respect of this Agreement, the party receiving the payment will refund promptly the amount of such excess. 
 (b) Judgments. To
the extent permitted by applicable law, if any judgment or order expressed in a currency other than the Contractual Currency is rendered (i) for the payment of any amount owing in respect of this Agreement, (ii) for the payment of any
amount relating to any early termination in respect of this Agreement or (iii) in respect of a judgment or order of another court for the payment of any amount described in (i) or (ii) above, the party seeking recovery, after recovery
in full of the aggregate amount to which such party is entitled pursuant 

  

					
		  	14	  	Issuer Master









 
to the judgment or order, will be entitled to receive immediately from the other party the amount of any shortfall of the Contractual Currency received by such party as a consequence of sums paid
in such other currency and will refund promptly to the other party any excess of the Contractual Currency received by such party as a consequence of sums paid in such other currency if such shortfall or such excess arises or results from any
variation between the rate of exchange at which the Contractual Currency is converted into the currency of the judgment or order for the purposes of such judgment or order and the rate of exchange at which such party is able, acting in a reasonable
manner and in good faith in converting the currency received into the Contractual Currency, to purchase the Contractual Currency with the amount of the currency of the judgment or order actually received by such party. The term “rate of
exchange” includes, without limitation, any premiums and costs of exchange payable in connection with the purchase of or conversion into the Contractual Currency. 
 (c) Separate Indemnities. To the extent permitted by applicable law, these indemnities constitute separate and independent obligations from the other obligations in this Agreement, will be
enforceable as separate and independent causes of action, will apply notwithstanding any indulgence granted by the party to which any payment is owed and will not be affected by judgment being obtained or claim or proof being made for any other sums
payable in respect of this Agreement. 
 (d) Evidence of Loss. For the purpose of this Section 8, it will be sufficient for a
party to demonstrate that it would have suffered a loss had an actual exchange or purchase been made. 
  

	9.	Miscellaneous 

 (a) Entire
Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto. 

(b) Amendments. No amendment, modification or waiver in respect of this Agreement will be effective unless in writing (including a writing
evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system. 
 (c) Survival of Obligations. Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties under this Agreement will survive the termination of any Transaction.

 (d) Remedies Cumulative. Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this
Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law. 
 (e) Counterparts and
Confirmations. 
 (i) This Agreement (and each amendment, modification and waiver in respect of it) may be executed and
delivered in counterparts (including by facsimile transmission), each of which will be deemed an original. 

  

					
		  	15	  	Issuer Master









 (ii) The parties intend that they are legally bound by the terms of each Transaction from
the moment they agree to those terms (whether orally or otherwise). A Confirmation shall be entered into as soon as practicable and may be executed and delivered in counterparts (including by facsimile transmission) or be created by an exchange of
telexes or by an exchange of electronic messages on an electronic messaging system, which in each case will be sufficient for all purposes to evidence a binding supplement to this Agreement. The parties will specify therein or through another
effective means that any such counterpart, telex or electronic message constitutes a Confirmation. 
 (f) No Waiver of Rights. A
failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent
or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege. 
 (g) Headings.
The headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement. 

 

	10.	Offices; Multibranch Parties 

 (a) If
Section 10(a) is specified in the Schedule as applying, each party that enters into a Transaction through an Office other than its head or home office represents to the other party that, notwithstanding the place of booking office or
jurisdiction of incorporation or organisation of such party, the obligations of such party are the same as if it had entered into the Transaction through its head or home office. This representation will be deemed to be repeated by such party on
each date on which a Transaction is entered into. 
 (b) Neither party may change the Office through which it makes and receives payments or
deliveries for the purpose of a Transaction without the prior written consent of the other party. 
 (c) If a party is specified as a
Multibranch Party in the Schedule, such Multibranch Party may make and receive payments or deliveries under any Transaction through any Office listed in the Schedule, and the Office through which it makes and receives payments or deliveries with
respect to a Transaction will be specified in the relevant Confirmation. 
  

	11.	Expenses 

 A Defaulting Party will, on
demand, indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees and Stamp Tax, incurred by such other
party by reason of the enforcement and protection of its rights under this Agreement or any Credit Support Document to which the Defaulting Party is a party or by reason of the early termination of any Transaction, including, but not limited to,
costs of collection. 

  

					
		  	16	  	Issuer Master










	12.	Notices 

 (a) Effectiveness.
Any notice or other communication in respect of this Agreement may be given in any manner set forth below (except that a notice or other communication under Section 5 or 6 may not be given by facsimile transmission or electronic messaging
system) to the address or number or in accordance with the electronic messaging system details provided (see the Schedule) and will be deemed effective as indicated: 
 (i) if in writing and delivered in person or by courier, on the date it is delivered; 
 (ii) if sent by telex, on the date the recipient’s answerback is received; 

(iii) if sent by facsimile transmission, on the date that transmission is received by a responsible employee of the recipient in legible
form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender’s facsimile machine); 
 (iv) if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date that mail is delivered or its delivery is attempted; or 

(v) if sent by electronic messaging system, on the date that electronic message is received, 

unless the date of that delivery (or attempted delivery) or that receipt, as applicable, is not a Local Business Day or that communication is delivered
(or attempted) or received, as applicable, after the close of business on a Local Business Day, in which case that communication shall be deemed given and effective on the first following day that is a Local Business Day. 

(b) Change of Addresses. Either party may by notice to the other change the address, telex or facsimile number or electronic messaging
system details at which notices or other communications are to be given to it. 
  

	13.	Governing Law and Jurisdiction 

 (a)
Governing Law. This Agreement will be governed by and construed in accordance with the law specified in the Schedule. 
 (b)
Jurisdiction. With respect to any suit, action or proceedings relating to this Agreement (“Proceedings”), each party irrevocably: 
 (i) submits to the jurisdiction of the English courts, if this Agreement is expressed to be governed by English law, or to the non-exclusive jurisdiction of the
courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City, if this Agreement is expressed to be governed by the laws of the State of New York; and 

(ii) waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any
claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party. 

  

					
		  	17	  	Issuer Master









 Nothing in this Agreement precludes either party from bringing Proceedings in any other jurisdiction
(outside, if this Agreement is expressed to be governed by English law, the Contracting States, as defined in Section 1(3) of the Civil Jurisdiction and Judgments Act 1982 or any modification, extension or
re-enactment thereof for the time being in force) nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction. 

(c) Service of Process. Each party irrevocably appoints the Process Agent (if any) specified opposite its name in the Schedule to receive,
for it and on its behalf, service of process in any Proceedings. If for any reason any party’s Process Agent is unable to act as such, such party will promptly notify the other party and within 30 days appoint a substitute process agent
acceptable to the other party. The parties irrevocably consent to service of process given in the manner provided for notices in Section 12. Nothing in this Agreement will affect the right of either party to serve process in any other manner
permitted by law. 
 (d) Waiver of Immunities. Each party irrevocably waives, to the fullest extent permitted by applicable law,
with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of
injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment) and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise
be entitled in any Proceedings in the courts of any jurisdiction and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any such immunity in any Proceedings. 

 

	14.	Definitions 

 As used in this Agreement:

 “Additional Termination Event” has the meaning specified in Section 5(b). 

“Affected Party” has the meaning specified in Section 5(b). 
 “Affected Transactions” means (a) with respect to any Termination Event consisting of an Illegality, Tax Event or Tax Event Upon Merger, all Transactions affected by the
occurrence of such Termination Event and (b) with respect to any other Termination Event, all Transactions. 

“Affiliate” means, subject to the Schedule, in relation to any person, any entity controlled, directly or indirectly, by the
person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person. For this purpose, “control” of any entity or person means ownership of a majority of the voting
power of the entity or person. 

  

					
		  	18	  	Issuer Master









 “Applicable Rate” means: 
 (a) in respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate; 

(b) in respect of an obligation to pay an amount under Section 6(e) of either party from and after the date (determined in accordance with
Section 6(d)(ii)) on which that amount is payable, the Default Rate; 
 (c) in respect of all other obligations payable or deliverable (or
which would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default Rate; and 
 (d) in all other cases, the Termination Rate. 
 “Burdened Party” has the
meaning specified in Section 5(b). 
 “Change in Tax Law” means the enactment, promulgation, execution or
ratification of, or any change in or amendment to, any law (or in the application or official interpretation of any law) that occurs on or after the date on which the relevant Transaction is entered into. 

“consent” includes a consent, approval, action, authorisation, exemption, notice, filing, registration or exchange control
consent. 
 “Credit Event Upon Merger” has the meaning specified in Section 5(b). 

“Credit Support Document” means any agreement or instrument that is specified as such in this Agreement. 

“Credit Support Provider” has the meaning specified in the Schedule. 
 “Default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the relevant payee (as certified by it) if it were to fund or of funding
the relevant amount plus 1% per annum. 
 “Defaulting Party” has the meaning specified in Section 6(a).

 “Early Termination Date” means the date determined in accordance with Section 6(a) or 6(b)(iv). 

“Event of Default” has the meaning specified in Section 5(a) and, if applicable, in the Schedule. 

“Illegality” has the meaning specified in Section 5(b). 
 “Indemnifiable Tax” means any Tax other than a Tax that would not be imposed in respect of a payment under this Agreement but for a present or former connection between the
jurisdiction of the government or taxation authority imposing such Tax and the recipient of such payment or a person related to such recipient (including, without limitation, a connection arising from such recipient or related person being or having
been a citizen or resident of such jurisdiction, or being or having been organised, present or engaged in a trade or business in such jurisdiction, or having or having had a permanent establishment or fixed place of business in such jurisdiction,


  

					
		  	19	  	Issuer Master









 
but excluding a connection arising solely from such recipient or related person having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement or a
Credit Support Document). 
 “law” includes any treaty, law, rule or regulation (as modified, in the case of tax
matters, by the practice of any relevant governmental revenue authority) and “lawful” and “unlawful” will be construed accordingly. 
 “Local Business Day” means, subject to the Schedule, a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits)
(a) in relation to any obligation under Section 2(a)(i), in the place(s) specified in the relevant Confirmation or, if not so specified, as otherwise agreed by the parties in writing or determined pursuant to provisions contained, or
incorporated by reference, in this Agreement, (b) in relation to any other payment, in the place where the relevant account is located and, if different, in the principal financial centre, if any, of the currency of such payment, (c) in
relation to any notice or other communication, including notice contemplated under Section 5(a)(i), in the city specified in the address for notice provided by the recipient and, in the case of a notice contemplated by Section 2(b), in the
place where the relevant new account is to be located and (d) in relation to Section 5(a)(v)(2), in the relevant locations for performance with respect to such Specified Transaction. 

“Loss” means, with respect to this Agreement or one or more Terminated Transactions, as the case may be, and a party, the
Termination Currency Equivalent of an amount that party reasonably determines in good faith to be its total losses and costs (or gain, in which case expressed as a negative number) in connection with this Agreement or that Terminated Transaction or
group of Terminated Transactions, as the case may be, including any loss of bargain, cost of funding or, at the election of such party but without duplication, loss or cost incurred as a result of its terminating, liquidating, obtaining or
reestablishing any hedge or related trading position (or any gain resulting from any of them). Loss includes losses and costs (or gains) in respect of any payment or delivery required to have been made (assuming satisfaction of each applicable
condition precedent) on or before the relevant Early Termination Date and not made, except, so as to avoid duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does not include a party’s legal fees and out-of-pocket expenses referred to under Section 11. A party will determine its Loss as of the relevant Early Termination Date, or, if that is not reasonably practicable,
as of the earliest date thereafter as is reasonably practicable. A party may (but need not) determine its Loss by reference to quotations of relevant rates or prices from one or more leading dealers in the relevant markets. 

“Market Quotation” means, with respect to one or more Terminated Transactions and a party making the determination, an amount
determined on the basis of quotations from Reference Market-makers. Each quotation will be for an amount, if any, that would be paid to such party (expressed as a negative number) or by such party (expressed as a positive number) in consideration of
an agreement between such party (taking into account any existing Credit Support Document with respect to the obligations of such party) and the quoting Reference Market-maker to enter into a transaction (the “Replacement Transaction”)
that would have the effect of preserving for such party the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each


  

					
		  	20	  	Issuer Master









 
applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the
relevant Early Termination Date, have been required after that date. For this purpose, Unpaid Amounts in respect of the Terminated Transaction or group of Terminated Transactions are to be excluded but, without limitation, any payment or delivery
that would, but for the relevant Early Termination Date, have been required (assuming satisfaction of each applicable condition precedent) after that Early Termination Date is to be included. The Replacement Transaction would be subject to such
documentation as such party and the Reference Market-maker may, in good faith, agree. The party making the determination (or its agent) will request each Reference Market-maker to provide its quotation to the extent reasonably practicable as of the
same day and time (without regard to different time zones) on or as soon as reasonably practicable after the relevant Early Termination Date. The day and time as of which those quotations are to be obtained will be selected in good faith by the
party obliged to make a determination under Section 6(e), and, if each party is so obliged, after consultation with the other. If more than three quotations are provided, the Market Quotation will be the arithmetic mean of the quotations,
without regard to the quotations having the highest and lowest values. If exactly three such quotations are provided, the Market Quotation will be the quotation remaining after disregarding the highest and lowest quotations. For this purpose, if
more than one quotation has the same highest value or lowest value, then one of such quotations shall be disregarded. If fewer than three quotations are provided, it will be deemed that the Market Quotation in respect of such Terminated Transaction
or group of Terminated Transactions cannot be determined. 
 “Non-default Rate” means a rate per annum equal to the cost
(without proof or evidence of any actual cost) to the Non-defaulting Party (as certified by it) if it were to fund the relevant amount. 
 “Non-defaulting Party” has the meaning specified in Section 6(a). 

“Office” means a branch or office of a party, which may be such party’s head or home office. 

“Potential Event of Default” means any event which, with the giving of notice or the lapse of time or both, would constitute an
Event of Default. 
 “Reference Market-makers” means four leading dealers in the relevant market selected by the party
determining a Market Quotation in good faith (a) from among dealers of the highest credit standing which satisfy all the criteria that such party applies generally at the time in deciding whether to offer or to make an extension of credit and
(b) to the extent practicable, from among such dealers having an office in the same city. 
 “Relevant
Jurisdiction” means, with respect to a party, the jurisdictions (a) in which the party is incorporated, organised, managed and controlled or considered to have its seat, (b) where an Office through which the party is acting
for purposes of this Agreement is located, (c) in which the party executes this Agreement and (d) in relation to any payment, from or through which such payment is made. 
 “Scheduled Payment Date” means a date on which a payment or delivery is to be made under Section 2(a)(i) with respect to a Transaction. 

  

					
		  	21	  	Issuer Master









 “Set-off” means set-off, offset, combination
of accounts, right of retention or withholding or similar right or requirement to which the payer of an amount under Section 6 is entitled or subject (whether arising under this Agreement, another contract, applicable law or otherwise) that is
exercised by, or imposed on, such payer. 
 “Settlement Amount” means, with respect to a party and any Early Termination
Date, the sum of: 
 (a) the Termination Currency Equivalent of the Market Quotations (whether positive or negative) for each Terminated
Transaction or group of Terminated Transactions for which a Market Quotation is determined; and 
 (b) such party’s Loss (whether positive
or negative and without reference to any Unpaid Amounts) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation cannot be determined or would not (in the reasonable belief of the party making the
determination) produce a commercially reasonable result. 
 “Specified Entity” has the meaning specified in the
Schedule. 
 “Specified Indebtedness” means, subject to the Schedule, any obligation (whether present or future,
contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money. 
 “Specified Transaction”
means, subject to the Schedule, (a) any transaction (including an agreement with respect thereto) now existing or hereafter entered into between one party to this Agreement (or any Credit Support Provider of such party or any applicable
Specified Entity of such party) and the other party to this Agreement (or any Credit Support Provider of such other party or any applicable Specified Entity of such other party) which is a rate swap transaction, basis swap, forward rate transaction,
commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction,
cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions), (b) any combination of these transactions and (c) any other transaction identified as
a Specified Transaction in this Agreement or the relevant confirmation. 
 “Stamp Tax” means any stamp, registration,
documentation or similar tax. 
 “Tax” means any present or future tax, levy, impost, duty, charge, assessment or fee of
any nature (including interest, penalties and additions thereto) that is imposed by any government or other taxing authority in respect of any payment under this Agreement other than a stamp, registration, documentation or similar tax. 

“Tax Event” has the meaning specified in Section 5(b). 
 “Tax Event Upon Merger” has the meaning specified in Section 5(b). 

  

					
		  	22	  	Issuer Master









 “Terminated Transactions” means with respect to any Early Termination Date
(a) if resulting from a Termination Event, all Affected Transactions and (b) if resulting from an Event of Default, all Transactions (in either case) in effect immediately before the effectiveness of the notice designating that Early
Termination Date (or, if “Automatic Early Termination” applies, immediately before that Early Termination Date). 

“Termination Currency” has the meaning specified in the Schedule. 
 “Termination Currency Equivalent” means, in respect of any amount denominated in the Termination Currency, such Termination Currency amount and, in respect of any amount
denominated in a currency other than the Termination Currency (the “Other Currency”), the amount in the Termination Currency determined by the party making the relevant determination as being required to purchase such amount of such Other
Currency as at the relevant Early Termination Date, or, if the relevant Market Quotation or Loss (as the case may be), is determined as of a later date, that later date, with the Termination Currency at the rate equal to the spot exchange rate of
the foreign exchange agent (selected as provided below) for the purchase of such Other Currency with the Termination Currency at or about 11:00 a.m. (in the city in which such foreign exchange agent is located) on such date as would be customary for
the determination of such a rate for the purchase of such Other Currency for value on the relevant Early Termination Date or that later date. The foreign exchange agent will, if only one party is obliged to make a determination under
Section 6(e), be selected in good faith by that party and otherwise will be agreed by the parties. 
 “Termination
Event” means an Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to be applicable, a Credit Event Upon Merger or an Additional Termination Event. 
 “Termination Rate” means a rate per annum equal to the arithmetic mean of the cost (without proof or evidence of any actual cost) to each party (as certified by such party) if it
were to fund or of funding such amounts. 
 “Unpaid Amounts” owing to any party means, with respect to an Early
Termination Date, the aggregate of (a) in respect of all Terminated Transactions, the amounts that became payable (or that would have become payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or prior to such
Early Termination Date and which remain unpaid as at such Early Termination Date and (b) in respect of each Terminated Transaction, for each obligation under Section 2(a)(i) which was (or would have been but for Section 2(a)(iii))
required to be settled by delivery to such party on or prior to such Early Termination Date and which has not been so settled as at such Early Termination Date, an amount equal to the fair market value of that which was (or would have been) required
to be delivered as of the originally scheduled date for delivery, in each case together with (to the extent permitted under applicable law) interest, in the currency of such amounts, from (and including) the date such amounts or obligations were or
would have been required to have been paid or performed to (but excluding) such Early Termination Date, at the Applicable Rate. Such amounts of interest will be calculated on the basis of daily compounding and the actual number of days elapsed. The
fair market value of any obligation referred to in clause (b) above shall be reasonably determined by the party obliged to make the determination under Section 6(e) or, if each party is so obliged, it shall be the average of the
Termination Currency Equivalents of the fair market values reasonably determined by both parties. 

  

					
		  	23	  	Issuer Master









 IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below with
effect from the date specified on the first page of this document. 
  

											
	  
	 		 	NISSAN MASTER OWNER TRUST RECEIVABLES
				
		 		 		 	 By: [WILMINGTON TRUST COMPANY],
 not in its individual capacity but solely as Owner Trustee

						
	By:	 	  
	 		 		 	By:	 	  

	Name:	 	  
	 		 		 	Name:	 	  

	Title:	 	  
	 		 		 	Title:	 	  

	Date:	 	  
	 		 		 	Date:	 	  



  

					
		  	24	  	Issuer Master









 ISDA 
 International Swap Dealers Association, Inc. 
 SCHEDULE 

to the 
 Master
Agreement 
 dated as of
[                    ] 

between 
  

 
 (“Party
A”) 
 and 
 NISSAN MASTER OWNER TRUST RECEIVABLES 
 (“Party B”) 

Part 1. Termination Provisions. 
  

	(a)	The following shall apply: 

 (i)
Termination by Party A - Events of Default. Notwithstanding the provisions of Section 5(a), the only events which will constitute Events of Default when they occur in relation to Party B will be those events specified in Sections 5(a)(i)
(Failure To Pay Or Deliver) and Section 5(a)(vii) (Bankruptcy); provided that with respect to Party B the provisions of Section 5(a)(vii) clauses (2), (7) and (9) will not be applicable as an Event of Default; clause
(3) will not apply to Party B to the extent it refers to any assignment, arrangement or composition that is effected by or pursuant to the Indenture; clause (4) will not apply to Party B to the extent that it refers to proceedings or
petitions instituted or presented by Party A or any of its Affiliates; clause(6) will not apply to Party B to the extent that it refers to (i) any appointment that is contemplated or effected by the Indenture (as defined herein) or
(ii) any appointment that Party B has not become subject to); clause (8) will not apply to Party B to the extent that it applies to Section 5(a)(vii)(2), (4), (6), and (7) (except to the extent that such provisions are not
disapplied with respect to Party B). 
 Accordingly, Section 5(a)(ii) (Breach Of Agreement), Section 5(a)(iii) (Credit
Support Default), Section 5(a)(iv) (Misrepresentation), Section 5(a)(v) (Default Under Specified Transaction), Section 5(a)(vi) (Cross Default), and the provisions of Section 5(a)(viii) (Merger Without Assumption) will not apply
to Party B as the Defaulting Party. 
 Notwithstanding the foregoing, the Credit Support Default provisions of
Section 5(a)(iii)(1) will apply to Party B solely in respect of Party B’s obligations under paragraph 3(b) of the Credit Support Annex. 

  

					
		  		  	Issuer Swap Schedule









 (ii) Termination by Party A - Termination Events. Notwithstanding the provisions of
Section 5(b), and save as otherwise provided herein, the only events which will constitute Termination Events when they occur in relation to Party A: (x) as the Affected Party, shall be Section 5(b)(i) (Illegality), (y) as
Burdened Party, shall be Section 5(b)(iii) (Tax Event Upon Merger); provided that Party A shall not be entitled to designate an Early Termination Date by reason of a Tax Event Upon Merger in respect of which it is the Affected
Party, (z) as the Non-affected Party, shall be Section 5(b)(v) (Additional Termination Event). Accordingly, Section 5(b)(iv) (Credit Event Upon Merger) will not be a Termination Event with
respect to Party B as the Affected Party and Party A may not designate an Early Termination Date related to Section 5(b)(ii) (Tax Event). 
 (iii) Termination by Party B - Events of Default and Termination Events. Save as otherwise provided herein, the provisions of Section 5 will apply with respect to Party A without
amendment. For purposes of Section 5(a)(vi) (Cross Default), the Threshold Amount applicable to Party A shall be 3% of Shareholders equity (excluding deposits). 

 

	(b)	Specified Entity. None specified in relation to either Party A or Party B. 


 

	(c)	“Specified Transaction” will have the meaning specified in Section 14 of this Agreement. 


 

	(d)	The “Automatic Early Termination” provision of Section 6(a) of this Agreement will not apply to Party A and will not apply to Party B.


  

	(e)	Payments on Early Termination. For the purpose of Section 6(e) of this Agreement: 


Market Quotation will apply and the Second Method will apply; provided, however, with respect to an early termination in
which Party A is the Defaulting Party or sole Affected Party in respect of an Additional Termination Event or Tax Event Upon Merger, notwithstanding Section 6 of this Agreement, the following amendment to this Agreement set forth in paragraphs
(i) to (v) below shall apply: 
 (i) The definition of “Market Quotation” shall be deleted in its entirety
and replaced with the following: 
 “Market Quotation” means, with respect to one or more Terminated
Transactions, a Firm Offer which is (1) made by a Reference Market-maker that is an Eligible Replacement with Rated Debt, (2) for an amount that would be paid to Party B (expressed as a negative number) or by Party B (expressed as a
positive number) in consideration of an agreement between Party B and such Reference Market-maker to enter into a transaction (the “Replacement Transaction”) that would have the effect of preserving for such party the economic
equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated
Transactions or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have been required after that Date, (3) made on the basis that Unpaid Amounts in respect of the Terminated Transaction
or group of Transactions are to be excluded but, without limitation, any payment or delivery that would, but for the relevant Early Termination Date, have been required (assuming satisfaction of each applicable condition precedent) after that Early
Termination Date is to be included and (4) made in respect of a Replacement Transaction with commercial terms substantially the same as those of this Agreement (save for the exclusion of provisions relating to Transactions that are not
Terminated Transactions).” 

  

					
		  	2	  	Issuer Swap Schedule









 (ii) The definition of “Settlement Amount” shall be deleted in its entirety and
replaced with the following: 
 “Settlement Amount” means, with respect to any Early Termination Date, an amount
(as determined by Party B) equal to: 
 (a) if, on or prior to such Early Termination Date, a Market Quotation for the relevant
Terminated Transaction or group of Terminated Transactions is accepted by Party B so as to become legally binding, the Termination Currency Equivalent of the amount (whether positive or negative) of such Market Quotation; 

(b) if, on such Early Termination Date, no Market Quotation for the relevant Terminated Transaction or group of Terminated Transactions is
accepted by Party B so as to become legally binding and one or more Market Quotations have been communicated to Party B and remain capably of becoming legally binding upon acceptance by Party B, the Termination Currency Equivalent of the amount
(whether positive or negative) of the lowest of such Market Quotation; 
 (c) if, on such Early Termination Date, no Market
Quotation for the relevant Terminated Transaction or group of Terminated Transactions is accepted by Party B so as to become legally binding and no Market Quotations have been communicated to Party B and remain capable of becoming legally binding
upon acceptance by Party B, Party B’s Loss (whether positive or negative and without reference to Unpaid Amounts) for the relevant Terminated Transaction or group of Terminated Transactions; and 

(d) At any time on or before such Early Termination Date at which two or more Market Quotations have been communicated to Party B and
remain capable of becoming legally binding upon acceptance by Party B, Party B shall be entitled to accept only the lowest of such Market Quotations (for the avoidance of doubt, (i) a Market Quotation expressed as a negative number is lower
than a Market Quotation expressed as a positive number and (ii) the lower of two Market Quotations expressed as negative numbers is the one with the largest absolute value).” 

(iii) For the purpose of sub-paragraph (4) of the definition of Market Quotation, Party B
shall determine in its sole discretion, acting in a commercially reasonable manner, whether a Firm Offer is made in respect of a Replacement Transaction with commercial terms substantially the same as those of this Agreement (save for the exclusion
of provisions relating to Transactions that are not Terminated Transactions). 
 (iv) If Party B requests Party A in writing to
obtain Market Quotations, Party A shall use its reasonable efforts to do so before the Early Termination Date. 
 (v) If the
Settlement Amount is a negative number, Section 6(e)(i)(3) of this Agreement shall be deleted in its entirety and replaced with the following: 
 “Second Method and Market Quotation. If Second Method and Market Quotation apply, (1) Party B shall pay to Party A an amount equal to the absolute value of the Settlement Amount in
respect of the Terminated Transactions, (2) Party B shall pay to Party A the Termination Currency Equivalent of the Unpaid Amounts owing to Party A and (3) Party A shall pay to Party B the Termination Currency Equivalent of the Unpaid
Amounts owing to Party B, provided that, 

  

					
		  	3	  	Issuer Swap Schedule









 
(i) the amounts payable under sub-paragraphs (2) and (3), above, shall be subject to netting in accordance with Section 2(c) of this Agreement,
and (ii) notwithstanding any other provision of this Agreement, any amount payable by Party A under sub-paragraph (3), above, shall not be netted-off against any
amount payable by Party B under sub-paragraph (1), above.” 
  

	(f)	“Termination Currency” means U.S. Dollars. 

  

	(g)	Additional Termination Event will apply. Each of the following events shall constitute an Additional Termination Event hereunder: 


(i) Liquidation of Collateral. The following shall constitute an Additional Termination Event in which Party B shall be the
sole Affected Party: Any commencement of a liquidation of the Collateral (as defined in the Indenture) occurs following an Event of Default under the Indenture. 
 (ii) Regulation AB Financial Disclosure. The following shall constitute an Additional Termination Event in which Party A shall be the sole Affected Party: The failure of Party A to materially
comply with or materially perform any agreement or undertaking to be complied with or performed by Party A under Part 5(t) of this Schedule. 
 (iii) [[        ] Downgrade of Party A].
[                                         
                   ] 
 (iv)
[[            ]’s First Rating Trigger Collateral].
[                                        ]

 (v) [[            ]’s Second Rating Trigger
Replacement].
[                                        ]

 In the event of an Early Termination Date in respect of an [[        ] Approved
Ratings Downgrade], an [[        ] Required Ratings Downgrade], a [[        ]’s First Rating Trigger Replacement] or a
[[        ]’s Second Rating Trigger Replacement] and the entering into by Party B of alternative swap arrangements, Party A shall pay all reasonable out-of-pocket expenses, including legal fees and stamp taxes, relating to the entering into of such alternative swap arrangements. 
 Part 2. Tax Representations 
  

	(a)	Payer Representations. For the purpose of Section 3(e) of this Agreement, Party A will make the following representation and Party B will make the
following representation: 

 It is not required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the
other party under this Agreement. In making this representation, it may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement, (ii) the satisfaction of the agreement
contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii) the satisfaction of the
agreement of the other party contained in Section 4(d) of this Agreement, provided that it shall not be a breach of this representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under
Section 4(a)(iii) of this Agreement by reason of material prejudice to its legal or commercial position. 

  

					
		  	4	  	Issuer Swap Schedule










	(b)	Payee Representations. For the purpose of Section 3(f) of this Agreement, Party A and Party B will make the representations in (i) and (ii) below.


  

	 	(i)	Party A represents that it is a national banking association organized under the laws of the United States. 


 

	 	(ii)	Party B represents that it is a Delaware statutory trust organized or formed under the laws of the State of Delaware. 


Part 3. Agreement to Deliver Documents. 
 For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: 

 

	(a)	Tax forms, documents or certificates to be delivered are: 

 Party A and Party B shall promptly deliver to the other party (or as directed) any form or document accurately completed and in a manner reasonably satisfactory to the other party that may be required or
reasonably requested in order to allow the other party to make a payment under a Transaction without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate, promptly upon reasonable demand
by the other party. 
  

	(b)	Other documents to be delivered are: 

  

							
	 Party required to deliver document
	  	 Form/Document/ Certificate
	  	 Date by which to be delivered
	  	 Covered by

Section 3(d)
 Representation of this
 Agreement

				
	Party A and Party B	  	Evidence of the authority of the signatories of this Agreement including specimen signatures of such signatories.	  	Upon execution of this Agreement.	  	Yes
				
	Party A	  	An opinion of counsel addressed to Party B in form and substance reasonably acceptable to Party B.	  	Upon execution of this Agreement.	  	No
				
	Party B	  	An opinion of Party B’s counsel addressed to Party A in form and substance reasonably acceptable to Party A.	  	Upon execution of this Agreement.	  	No


  

					
		  	5	  	Issuer Swap Schedule










							
	 Party required to deliver document
	  	 Form/Document/ Certificate
	  	 Date by which to be delivered
	  	 Covered by

Section 3(d)
 Representation of this
 Agreement

				
	Party B	  	A duly executed certificate of the secretary or assistant secretary of the Owner Trustee of Party B certifying the name and true signature of each person authorized to execute this
Agreement and enter into Transactions for Party B.	  	Upon execution of this Agreement.	  	Yes
				
	Party B	  	Copies of executed Indenture.	  	Upon execution of such Agreements	  	Yes
				
	Party A	  	Financial data relating to Party A, as required pursuant to Part 5(t) of this Schedule.	  	As required pursuant to Part 5(t) of this Schedule.	  	Yes

 Part 4. Miscellaneous. 
  

	(a)	Addresses for Notices. For the purpose of Section 12(a) of this Agreement: 


Address for notices or communications to Party A: 
  

			
	Address:	  	[                    ]
		  	[                    ]
		  	[                    ]
	Attention:	  	[                    
]


			
	Facsimile No.:	  	[                    ]
	Telephone No.:	  	[                    ]
	Electronic Messaging System Details: Not applicable

 Address for notices or communications to Party B: 

 

			
	Address:	  	Nissan Master Owner Trust Receivables
		  	 c/o [Wilmington Trust Company

Rodney Square North

		  	1100 North Market Street
		  	Wilmington, Delaware 19890]
	Attention:	  	[                              
          ]


			
	Facsimile No.:	  	[                    ]
	Telephone No.:	  	[                    ]
	Electronic Messaging System Details: [Not applicable]


  

					
		  	6	  	Issuer Swap Schedule









 With a copy to: 

 

			
	Nissan Motor Acceptance Corporation
	 One Nissan Way

Franklin, Tennessee 37067

	Attention:	  	[                    
]


			
	Telephone No.:	  	[                    ]
	Facsimile No.:	  	[                    ]

 With a copy to the Indenture Trustee at: 

 

			
	Address:	  	[U.S. Bank National Association
		  	209 South LaSalle Street, Suite 300
		  	Chicago, IL 60604]
	Attention:	  	[                    
]


			
	Facsimile No.:	  	[                    ]
	Telephone No:	  	[                    ]
	Electronic Messaging System Details: [Not applicable]

  

	(b)	Process Agent. For the purpose of Section 13(c) of this Agreement: 

 Party A appoints as its Process Agent:         Not applicable 
 Party B appoints as its Process Agent:         Not applicable 
  

	(c)	Notices. Section 12(a) of the Agreement is amended by adding the words in the third line thereof after the phrase “messaging system” and before
the “)” the words “; provided, however, any such notice or other communication may be given by facsimile transmission if telex is unavailable, no telex number is supplied by the party providing notice, or if answer back confirmation
is not received from the party to whom the telex is sent.” 

  

	(d)	Offices. The provisions of Section 10(a) of this Agreement will apply to this Agreement. 


 

	(e)	Multibranch Party. For the purpose of Section 10(c) of this Agreement: 


Party A is not a Multibranch Party. 
 Party B is not a Multibranch Party. 
  

	(f)	Calculation Agent. The Calculation Agent is the Indenture Trustee, as provided in the Indenture, unless otherwise specified in a Confirmation in relation to the
relevant Transaction. 

  

	(g)	Credit Support Document. Details of any Credit Support Document: 

  

			
	With respect to Party A:	  	The Credit Support Annex and any Eligible Guarantee in support of Party A’s obligation under this Agreement
		
	With respect to Party B:	  	Not applicable.

  

	(h)	Credit Support Provider. Credit Support Provider means in relation to 


  

					
		  	7	  	Issuer Swap Schedule










			
	Party A:	  	The guarantor under any Eligible Guarantee in support of Party A’s obligations under this Agreement
		
	Party B:	  	Not applicable.

  

	(i)	Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York (without reference to choice of laws
doctrine except Section 5-1401 and Section 5-1402 of the New York General Obligation Law). 


 

	(j)	Netting of Payments. The limitation set forth in Section 2(c)(ii) of this Agreement will apply and therefore the netting in Section 2(c) of this
Agreement will be limited to the same Transaction. 

  

	(k)	“Affiliate” will have the meaning specified in Section 14 of this Agreement. 


 

	(l)	No Gross Up by Party B.  

  

	 	(i)	Section 2(d)(i)(4) is hereby deleted and replaced by the following: 

 “(4)(A) If Party A is the party so required to deduct or withhold, then Party A shall make such additional payment as is necessary to ensure that the net amount actually received by Party B
(free and clear of all Taxes, whether assessed against it or Party B) will equal the full amount Party B would have received had no such deduction or withholding been required; and 

(B) if Party B is the party so required to deduct or withhold, then Party B shall make the relevant payment subject to such deduction
or withholding and Party B will not be required to gross up. 
 For the avoidance of doubt, the fact that any payment is
made by Party B subject to the provisions of (B) above shall at no time affect the obligations of Party A under (A) above.” 
  

	 	(ii)	Indemnifiable Tax. Notwithstanding the definition of “Indemnifiable Tax” in Section 14 of this Agreement, all Taxes in relation to payments by
Party A shall be Indemnifiable Taxes and in relation to payments by Party B, no Tax shall be an Indemnifiable Tax. 

 Part
5. Other Provisions. 
  

	(a)	ISDA Definitions 


The definitions and provisions contained in the 2006 ISDA Definitions (the “ISDA Definitions”) as published by the
International Swaps and Derivatives Association, Inc., are incorporated by reference into this Agreement. The Agreement and each Transaction will be governed by the ISDA Definitions as they may be officially amended and supplemented from time to
time by ISDA. 
 For the sake of clarity, unless otherwise specified in this Agreement, the following documents shall govern in
the order in which they are listed in the event of any inconsistency between any of the documents: 
  

	 	(i)	the Confirmation pertinent to the applicable Transaction; 

  

	 	(ii)	the Schedule; 

  

	 	(iii)	the ISDA Definitions; and 

  

	 	(iv)	the printed form of ISDA Master Agreement. 


  

					
		  	8	  	Issuer Swap Schedule










	(b)	Relationship Between Parties 

 Each party will be deemed to represent to the other party on the date on which it enters into a Transaction that (absent a written agreement between the parties that expressly imposes affirmative
obligations to the contrary for the Transaction): 
 (i) Non-Reliance. It is acting for its own account, and it has made
its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisors as it has deemed necessary. It is not relying on any
communication (written or oral) of the other party as investment advice or as a recommendation to enter into that Transaction; it being understood that information and explanations related to the terms and conditions of a Transaction shall not be
considered investment advice or a recommendation to enter into that Transaction. It has not received from the other party any assurance or guarantee as to the expected results of that Transaction. 

(ii) Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through
independent professional advice), and understands and accepts, the terms, conditions and risks of that Transaction. It is also capable of assuming, and assumes, the risks of that Transaction. 

(iii) Status of Parties. Each party is acting as principal and not as agent and the other party is not acting as a fiduciary for or
as an advisor to it in respect of that Transaction. 
 (iv) Eligible Contract Participant. It is an “eligible
contract participant” as defined in Section 1a(12) of the U.S. Commodity Exchange Act, 7 U.S.C. Section 1a(12). 

(v) FDIC Requirements. If it is a bank subject to the requirements of 12 U.S.C. § 1823(e), the necessary action to
authorize referred to in the representation in Section 3(a)(ii) includes all authorizations required under the Federal Deposit Insurance Act as amended, including amendments effected by the Financial Institutions Reform, Recovery and
Enforcement Act of 1989, and under any agreement, writ, decree, or order entered into with such party’s supervisory authorities. At all times during the term of this Agreement, such party will continuously include and maintain as part of its
official written books and records this Agreement, this Schedule and all other exhibits, supplements, and attachments hereto and documents incorporated by reference herein, all Confirmations, and evidence of all necessary authorizations. 

(vi) ERISA. It continuously represents that it is not (i) an employee benefit plan (an “ERISA Plan”) as
defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), subject to Title 1 of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended, (ii) a person or
entity acting on behalf of an ERISA Plan or (iii) a person or entity the assets of which constitute assets of an ERISA Plan.” It will provide notice to the other party in the event that it is aware that it is in breach of any aspect of
this representation or is aware that with the passing of time, giving of notice or expiry of any applicable grace period, it will breach this representation. 
  

	(c)	Waiver of Jury Trial. Each party hereby irrevocably waives any and all rights to trial by jury with respect to any legal proceeding arising out of or relating to
this Agreement or any Transaction contemplated hereby. 


  

					
		  	9	  	Issuer Swap Schedule










	(d)	Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating the remaining provisions of the Agreement or affecting the validity or enforceability of such provision in any other jurisdiction unless such severance shall substantially impair
the benefits of the remaining portions of this Agreement or changes the reciprocal obligations of the parties. The parties hereto shall endeavor in good faith negotiations to replace the prohibited or unenforceable provision with a valid provision,
the economic effect of which comes as close as possible to that of the prohibited or unenforceable provision. 

  

	(e)	Transfers. Notwithstanding the provisions of Section 7: 

 (i) No transfer by Party A of this Agreement or any interest or obligation in or of Party A under this Agreement shall be effective unless: 

 

	 	(A)	Party B consents to such transferee; 

  

	 	(B)	The Rating Agency Condition shall have been satisfied; 

  

	 	(C)	Party A shall have given Party B, the Servicer and the Indenture Trustee at least twenty days prior written notice of the proposed transfer; and


  

	 	(D)	such transfer otherwise complies with the terms of the Indenture and the other Transaction Agreements. 


(ii) Except to the extent contemplated by the Indenture, neither this Agreement nor any interest in or under this Agreement may be
transferred by Party B to any other entity save with Party A’s prior written consent (such consent not to be unreasonably withheld or delayed). 
 (iii) Paragraphs (i) and (ii) above are subject to the following exceptions: 
 (A) a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but
without prejudice to any other right or remedy under this Agreement); 
 (B) a party may make such a transfer of all or any part
of its interest in any amount payable to it from a Defaulting Party under Section 6(e). 
 (iv) If an Eligible
Replacement has made a Firm Offer (which remains an offer that will become legally binding upon acceptance by Party B) to be the transferee pursuant to a transfer in accordance with this Part 5(e), Party B shall, at Party A’s written request
and at Party A’s expense, take any reasonable steps required to be taken by Party B to effect such transfer. 
 (v) Upon the
effectiveness of any transfer, each of Party A and Party B shall be released (in each case to the extent of the obligations so transferred) from its obligations as a party to this Agreement without any further notification or other action; provided,
however, Party B shall not be released unless and until the Return Amount (pursuant to the Credit Support Annex), if any, is transferred to Party A. 
  

	(f)	Permitted Security Interest. For purposes of Section 7 of this Agreement, Party A hereby consents to the Permitted Security Interest.



  

					
		  	10	  	Issuer Swap Schedule









 “Permitted Security Interest” means the pledge and assignment by Party B of
the Swap Collateral to the Indenture Trustee pursuant to the Indenture, and the granting to the Indenture Trustee of a security interest in the Swap Collateral pursuant to the Indenture. 

“Swap Collateral” means all right, title and interest of Party B in this Agreement, each Transaction hereunder, and all
present and future amounts payable by Party A to Party B under or in connection with this Agreement or any Transaction governed by this Agreement, including, without limitation, any transfer or termination of any such Transaction. 

“Indenture Trustee” means [U.S. Bank National Association], or any successor, acting as Indenture Trustee pursuant to the
Indenture. 
  

	(g)	Absence of Certain Events. Section 3(b) of this Agreement is hereby amended by inserting the parenthetical “(with respect to Party A only)”
immediately after the phrase “No Event of Default or”. 

  

	(h)	Events of Default. Section 5(a)(i) of this Agreement is hereby amended by changing the word “third” to “first” in the phrase “if
such failure is not remedied on or before the third Local Business Day after notice of such failure is given to the party”. 

  

	(i)	Payment on Early Termination. If an Early Termination Date occurs in respect of which Party A is the Defaulting Party or the sole Affected Party with
respect to an Additional Termination Event, Party B will not be required to pay any amounts payable to Party A under Section 6(e) in respect of such Early Termination Date, and Party A will not be permitted to
set-off in respect of such amounts, until payment in full of all amounts outstanding under the Notes. 

  

	(j)	No Set-Off. Party A and Party B hereby waive any and all right of set-off with
respect to any amounts due under this Agreement or any Transaction, provided that nothing herein shall be construed to waive or otherwise limit the netting provisions contained in Sections 2(c) of this Agreement. 


 

	(k)	Indenture. Party B hereby acknowledges that Party A is a secured party under the Indenture with respect to this Agreement. The Indenture provides, and Party B
agrees, that the Indenture Trustee shall notify the Swap Counterparty of any proposed amendment or supplement to the Indenture. If such proposed amendment or supplement would materially and adversely affect any of the Swap Counterparty’s rights
or obligations under this Agreement, the Indenture Trustee shall obtain the consent of the Swap Counterparty prior to the adoption of such amendment or supplement; provided, that the Swap Counterparty’s consent to any such amendment or
supplement shall not be unreasonably withheld, and provided, further, that the Swap Counterparty’s consent will be deemed to have been given if the Swap Counterparty does not object in writing within 10 days of receipt of a written request for
such consent. 

  

	(l)	No Recourse. The liability of Party B to Party A hereunder is limited in recourse solely to the amounts payable to Party A from the Available Amounts, Advances
made on such Distribution Date and the amounts withdrawn from the Reserve Account in accordance with the priority of payments set forth in Section 8.04 of the Indenture. This section shall survive the termination of this Agreement.


  

	(m)	 No Petition. Party A hereby covenants and agrees that prior to the date which is one year (or, if longer, the applicable preference
period) and one day after payment in full of all obligations of 



  

					
		  	11	  	Issuer Swap Schedule









 
each Bankruptcy Remote Party in respect of all securities issued by any Bankruptcy Remote Party (i) it shall not authorize any Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar
law now or hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of its
property or to consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit
of any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) it shall not commence or join with any other Person in commencing any proceeding against such Bankruptcy Remote Party under any bankruptcy, reorganization,
liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. This section shall survive the termination of this Agreement. 
 As used above, “Bankruptcy Remote Party” means any of Nissan Wholesale Receivables Corporation II and Party B. 

 

	(n)	Confirmation. Each party acknowledges and agrees that the Confirmation executed as of the date hereof and designated as Ref. No. 492292HN shall be
the only Transaction governed by this Agreement (it being understood that, in the event such Confirmation shall be amended (in any respect), such amendment shall not constitute (for purposes of this paragraph) a separate Transaction or a separate
Confirmation). Party A and Party B shall not enter into any additional Confirmations or Transactions hereunder. 

  

	(o)	Potential Events of Default. Section 2(a)(iii) of this Agreement is amended by the deletion of the words “or Potential Event of Default”.


  

	(p)	Limitation of Liability. Notwithstanding anything contained herein to the contrary, in executing this Agreement (including the Schedule, Credit Support
Annex and each Confirmation) on behalf of Party B, each of [Wilmington Trust Company] (the “Owner Trustee”) and the Indenture Trustee is acting solely in its capacity as owner trustee of Party B or indenture trustee, as applicable,
and not in its individual capacity, and in no event shall either the Owner Trustee or the Indenture Trustee, in their respective individual capacities, have any liability for the representations, warranties, covenants, agreements or other
obligations of Party B hereunder, for which recourse shall be had solely to the assets of Party B, except to the extent of the fraud, breach of trust or willful misconduct of the Owner Trustee or the Indenture Trustee, as applicable.


  

	(q)	[[      ] Downgrade of Party A.]
[                    ]  

  

	(r)	Definitions. 

 (i)
Reference is made to that certain Indenture dated as of January 24, 2003 (the “Indenture”) among Party B, as the Issuer thereunder, and [U.S. Bank National Association], as Indenture Trustee. Capitalized terms used but not
defined in this Agreement or this Schedule will have the meanings ascribed to them in the Indenture. 
 (ii) As used herein:

 “Credit Support Annex” means the 1994 ISDA Credit Support Annex between Party A and Party B dated as of
[                ]. 

  

					
		  	12	  	Issuer Swap Schedule









 “Eligible Guarantee” means an unconditional and irrevocable guarantee that
is provided by a guarantor that has Rated Debt with respect to [        ] and with the [[        ]’s First Trigger Required Ratings] as principal debtor rather than
surety and is directly enforceable by Party B, the form and substance of which guarantee are subject to the Rating Agency Condition, where either (A) a law firm has given a legal opinion confirming that none of the guarantor’s payments to
Party B under such guarantee will be subject to withholding for tax or (B) such guarantee provides that, in the event that any of such guarantor’s payments to Party B are subject to withholding for tax, such guarantor is required to pay
such additional amount as is necessary to ensure that the net amount actually received by Party B (free and clear of any withholding tax) will equal the full amount Party B would have received had no such withholding been required. 

“Eligible Replacement” means an entity (A)(i) with the [[        ]’s First
Trigger Required Ratings] and that has Rated Debt with respect to [        ] that is the subject of a legal opinion given by a law firm confirming that none of its payments to Party B will be subject to
withholding for tax or (ii) whose present and future obligations owing to Party B are guaranteed pursuant to an Eligible Guarantee provided by a guarantor that has Rated Debt with respect to [        ]
and with the [[        ]’s First Trigger Required Ratings] and (B) could become a party to this Agreement (or party to an agreement in form and substance satisfactory to Party B, the Servicer and the
Indenture Trustee) in accordance with Part 5(e) of this Schedule and pursuant to documentation which would not be less favorable to Party B than this Agreement. 
 “Financial Institution” means a bank, broker/dealer, insurance company, structured investment vehicle or derivative product company. 

“Firm Offer” means an offer which, when made, was capable of becoming legally binding upon acceptance. 

“Free Writing Prospectus” means any free writing prospectus prepared in connection with the public offering of the Notes.

 “[[        ]’s” means [Rating Agency] or its successor.]

 “[            ] Short-term Rating” means a rating
assigned by [            ] under its short-term rating scale in respect of an entity’s short-term, unsecured and unsubordinated debt obligations. 

“Notes” mean the asset-backed notes issued by Party B under the Indenture. 

“Preliminary Prospectus Supplement” means any preliminary prospectus supplement prepared in connection with the public
offering and sale of the Notes. 
 “Prospectus Supplement” means any preliminary prospectus supplement prepared
in connection with the public offering and sale of the Notes. 
 “Qualified Counterparty” means a counterparty
that (a) has Rated Debt and (b) becomes a party to this Agreement (or party to an agreement in form and substance satisfactory to Party B, the Servicer and the Indenture Trustee) in accordance with Part 5(e) of this Schedule and pursuant
to documentation which is not less favorable to Party B than this Agreement. 
 “Rated Debt” means, with respect
to a counterparty,(1) in the case of [        ], [            ] and (2) in the case of [        ],
[            ]. 

  

					
		  	13	  	Issuer Swap Schedule









 “Rating Agencies” means [        ]
and [            ]. 
 “Rating Agency Condition”
means, with respect to any event or circumstance and each Rating Agency, either (a) written confirmation by such Rating Agency that the occurrence of such event or circumstance will not cause it to downgrade, qualify or withdraw its rating
assigned to any of the Notes or (b) in the case of [            ’s] only, that such Rating Agency shall have been given notice of such event or circumstance at least ten days
prior to the occurrence of such event or circumstance (or, if ten days’ advance notice is impracticable, as much advance notice as is practicable) and such Rating Agency shall not have issued any written notice that the occurrence of such event
or circumstance will cause it to downgrade, qualify or withdraw its rating assigned to the Notes. 
 “Relevant
Entities” means Party A and any guarantor under an Eligible Guarantee in respect of all of Party A’s present and future obligations under this Agreement. 
 [“[        ]” means [Rating Agency] or its successor.] 
 “Servicer” means Nissan Motor Acceptance Corporation or its successor. 
 “Transferor” means Nissan Wholesale Receivables Corporation II. 
  

	(s)	Amendments. Section 9(b) of this Agreement is hereby amended by inserting the following at the end thereof: 


“it being a further condition to any such amendment or modification that the Rating Agency Condition shall have been satisfied.”

  

	(t)	Regulation AB Financial Disclosure. 

 Subject to the last two paragraphs of this Part 5 (t) of this Schedule, so long as Party B, the Depositor or any of such parties’ Affiliates (collectively, “Nissan”) shall
file reports in respect of the Notes with the Securities and Exchange Commission (the “SEC”) pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Party A
agrees to Deliver within ten (10) calendar days of receipt of a written request therefor by Party B or the Depositor, such information relating to Party A as may be necessary to enable Nissan to comply with any SEC disclosure requirements,
including without limitation information concerning Party A required by Items 1115 of Regulation AB and Forms 8-K, 10-D and 10-K.
To the extent necessary to comply with Regulation AB, Party A shall obtain any necessary auditor’s consents related to any financial statements of Party A required to be incorporated by reference into any report filed by Nissan with the SEC and
promptly to forward to the Depositor any such auditor consents obtained. The information provided, or authorized to be incorporated by reference, by Party A pursuant to this Part 5(t) is referred to as the “Additional Information.”

 For the purpose of this Part 5(t): 
 “Deliver” includes actual delivery or transmission of information in an EDGAR-compatible format or, in the case of any financial information required to be delivered pursuant to
Item 1115 of Regulation AB and Forms 8-K, 10-D and 10-K, making such financial information available in an
EDGAR-compatible format for incorporation by reference to the extent permitted by Regulation AB, together with actual delivery of all necessary auditor’s consents. 

  

					
		  	14	  	Issuer Swap Schedule









 “EDGAR” means the SEC’s Electronic Data Gathering, Analysis and
Retrieval system. 
 “Regulation AB” means Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the SEC in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the SEC, or as may be provided by the SEC or its staff from time to time. 

If at any time during a period that reports are being filed with respect to Party B and the Notes in accordance with the Exchange Act and
the rules and regulations of the SEC, as reasonably calculated by the Depositor, the “significance percentage” of this Agreement for any class of the Notes is 10% or more, Party A shall within five (5) Local Business Days following
receipt of request therefor provide the Additional Information required under Item 1115(b)(1) of Regulation AB for Party A. If Party A is unable to provide such information, Party A shall within five (5) Local Business Days following
receipt of request therefor, at the sole expense of Party A, without any expense or liability to the Depositor or Party B, either (i) post Eligible Collateral, in form, substance and amount satisfactory to the Depositor, or (ii) cause a
Qualified Counterparty (which satisfies the Rating Agency Condition and any other requirements of this Agreement) to replace Party A as party to this Agreement that has agreed to Deliver any information, report, certification or accountants’
consent when and as required under this Part 5(t) hereof.  
 If at any time during a period that reports are being filed
with respect to Party B and the Notes in accordance with the Exchange Act and the rules and regulations of the SEC, as reasonably calculated by the Depositor, the “significance percentage” of this Agreement for any class of the Notes is
20% or more, Party A shall within five (5) Local Business Days following receipt of request therefor provide the Additional Information required under Item 1115(b)(2) of Regulation AB for Party A. If Party A is unable to provide such
information, Party A shall within five (5) Local Business Days following receipt of request therefor, at the sole expense of Party A, without any expense or liability to the Depositor or Party B, cause a Qualified Counterparty (which satisfies
the Rating Agency Condition and any other requirements of this Agreement to replace Party A as party to this Agreement that has agreed to Deliver any information, report, certification or accountants’ consent when and as required under this
Part 5(t) hereof.  
 Party A represents and warrants that the statements appearing under the headings, “Summary
— Swap Counterparty” and “The Swap Counterparty”, in each of the Preliminary Prospectus Supplement dated [                ] related to the
issuance by Party B of the Notes (the “Preliminary Prospectus Supplement”) and the Prospectus Supplement dated [                ] related to the
issuance by Party B of the Notes (the “Prospectus Supplement”), except for the final sentence in each of the Preliminary Prospectus Supplement and the Prospectus Supplement under the heading “The Swap Counterparty,”
which reads, “based on a reasonable good faith estimate of the maximum probable exposure, the Depositor has determined that the significance percentage of the Interest Rate Swap Agreement is less than 10%” (collectively,
“Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements
therein not misleading. Party A expressly intends and agrees that any broker-dealer acting as an underwriter, placement agent or initial purchaser of the Notes (each, an “Underwriter”) are intended third-party beneficiaries of
(i) the foregoing representation of Party A and (ii) the indemnity provided in the immediately succeeding paragraph. 

Party A shall indemnify and hold harmless Nissan, each Underwriter, and each of Nissan’s and the Underwriters’ respective
directors, officers and any person controlling Nissan or any 

  

					
		  	15	  	Issuer Swap Schedule









 
Underwriter within the meaning of the Securities Act of 1933, as amended (collectively, each, an “indemnified party”), from and against any and all losses, claims, damages and
liabilities (including reasonable legal fees and expenses) caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Additional Information or caused by any omission or alleged
omission to state in the Prospectus Information or any Additional Information, as applicable, a material fact required to be stated therein or necessary to make the statements therein not misleading. Promptly after the indemnified party under this
Part 5(t) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to this Part 5(t), promptly notify Party A in writing of the commencement thereof. In case any
such action is brought against the indemnified party, and it notifies Party A of the commencement thereof, Party A shall be entitled to appoint counsel of Party A’s choice at Party A’s expense to represent the indemnified party in any
action for which indemnification is sought (in which case Party A shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such
counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding Party A’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel
(including local counsel), and Party A shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to
it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict
exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party, (iii) Party A shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified
party within a reasonable time after notice of the institution of such action or (iv) Party A shall authorize the indemnified party to employ separate counsel at the expense of Party A. Party A will not, without the prior written consent of the
indemnified party, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not
the indemnified party is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or
proceeding. No indemnified party will settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought
hereunder without the consent of Party A, which consent shall not be unreasonably withheld. 
 [SIGNATURES CONTINUE ON NEXT
PAGE] 

  

					
		  	16	  	Issuer Swap Schedule









 IN WITNESS WHEREOF, the parties have executed this Schedule by their duly authorized
officers as of the date first above written. 
  

			
	NISSAN MASTER OWNER TRUST RECEIVABLES
	
	By: [Wilmington Trust Company], not in its individual capacity but solely as owner trustee
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	  

		
	By:	 	  

	Name:	 	  

	Title:	 	  




  

					
		  	17	  	Issuer Swap Schedule