exv4w1






Exhibit 4.1




[DRAFT DATE]




INDENTURE




NISSAN AUTO RECEIVABLES 20[   ]-[   ] OWNER TRUST,




 as Issuer

and



U.S. BANK NATIONAL ASSOCIATION,



as Indenture Trustee



Dated as of [                                        , 20___]



(Nissan 20[    ]-[    ] Indenture)





 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	ARTICLE I Definitions and Incorporation by Reference	 	 	2	 
	SECTION 1.01
	 	Definitions	 	 	2	 
	SECTION 1.02
	 	Usage of Terms	 	 	12	 
	SECTION 1.03
	 	Incorporation by Reference of Trust Indenture Act	 	 	12	 
	 
	 	 	 	 	 	 
	ARTICLE II The Notes	 	 	12	 
	SECTION 2.01
	 	Form	 	 	12	 
	SECTION 2.02
	 	Execution, Authentication and Delivery	 	 	13	 
	SECTION 2.03
	 	Temporary Notes	 	 	13	 
	SECTION 2.04
	 	Registration; Registration of
Transfer and Exchange	 	 	14	 
	SECTION 2.05
	 	Mutilated, Destroyed, Lost or Stolen Notes	 	 	15	 
	SECTION 2.06
	 	Persons Deemed Owners	 	 	16	 
	SECTION 2.07
	 	Payments of Principal and Interest	 	 	16	 
	SECTION 2.08
	 	Cancellation	 	 	17	 
	SECTION 2.09
	 	Release of Collateral	 	 	17	 
	SECTION 2.10
	 	Book-Entry Notes	 	 	17	 
	SECTION 2.11
	 	Notices to Clearing Agency	 	 	18	 
	SECTION 2.12
	 	Definitive Notes	 	 	18	 
	SECTION 2.13
	 	Tax Treatment	 	 	19	 
	SECTION 2.14
	 	[The Interest Rate [Swap][Cap] Agreement(s).	 	 	19	 
	 
	 	 	 	 	 	 
	ARTICLE III Covenants, Representations and Warranties	 	 	22	 
	SECTION 3.01
	 	Payment of Principal and Interest	 	 	22	 
	SECTION 3.02
	 	Maintenance of Office or Agency	 	 	22	 
	SECTION 3.03
	 	Money for Payments To Be Held in Trust	 	 	23	 
	SECTION 3.04
	 	Existence	 	 	24	 
	SECTION 3.05
	 	Protection of Trust Estate	 	 	24	 
	SECTION 3.06
	 	Opinions as to Trust Estate	 	 	25	 
	SECTION 3.07
	 	Performance of Obligations; Servicing of Receivables	 	 	25	 
	SECTION 3.08
	 	Negative Covenants	 	 	28	 
	SECTION 3.09
	 	Annual Statement as to Compliance	 	 	28	 
	SECTION 3.10
	 	Issuer May Consolidate, etc., Only on Certain Terms	 	 	29	 






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TABLE OF CONTENTS

(continued)





	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	SECTION 3.11
	 	Successor or Transferee	 	 	30	 
	SECTION 3.12
	 	No Other Business	 	 	31	 
	SECTION 3.13
	 	No Borrowing	 	 	31	 
	SECTION 3.14
	 	Servicer’s Notice Obligations	 	 	31	 
	SECTION 3.15
	 	Guarantees, Loans, Advances and Other Liabilities	 	 	31	 
	SECTION 3.16
	 	Capital Expenditures	 	 	31	 
	SECTION 3.17
	 	Removal of Administrator	 	 	31	 
	SECTION 3.18
	 	Restricted Payments	 	 	31	 
	SECTION 3.19
	 	Notice of Events of Default	 	 	32	 
	SECTION 3.20
	 	Further Instruments and Actions	 	 	32	 
	SECTION 3.21
	 	Representations and Warranties	 	 	32	 
	SECTION 3.22
	 	Regulation AB Representations, Warranties and Covenants	 	 	33	 
	 
	 	 	 	 	 	 
	ARTICLE IV Satisfaction and Discharge	 	 	34	 
	SECTION 4.01
	 	Satisfaction and Discharge of Indenture	 	 	34	 
	SECTION 4.02
	 	Application of Trust Money	 	 	34	 
	SECTION 4.03
	 	Repayment of Moneys Held by Paying Agent	 	 	35	 
	 
	 	 	 	 	 	 
	ARTICLE V Remedies	 	 	35	 
	SECTION 5.01
	 	Events of Default	 	 	35	 
	SECTION 5.02
	 	Acceleration of Maturity; Rescission and Annulment	 	 	36	 
	SECTION 5.03
	 	Collection of Indebtedness and Suits for Enforcement by Indenture Trustee 	 	 	37	 
	SECTION 5.04
	 	Remedies; Priorities	 	 	39	 
	SECTION 5.05
	 	Optional Preservation of the Receivables	 	 	40	 
	SECTION 5.06
	 	Limitation of Suits	 	 	41	 
	SECTION 5.07
	 	Unconditional Rights of Noteholders to Receive Principal and Interest	 	 	41	 
	SECTION 5.08
	 	Restoration of Rights and Remedies	 	 	42	 
	SECTION 5.09
	 	Rights and Remedies Cumulative	 	 	42	 
	SECTION 5.10
	 	Delay or Omission Not a Waiver	 	 	42	 
	SECTION 5.11
	 	Control by Noteholders	 	 	42	 
	SECTION 5.12
	 	Waiver of Past Defaults	 	 	43	 






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TABLE OF CONTENTS

(continued)





	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	SECTION 5.13
	 	Undertaking for Costs	 	 	43	 
	SECTION 5.14
	 	Waiver of Stay or Extension Laws	 	 	43	 
	SECTION 5.15
	 	Action on Notes	 	 	44	 
	SECTION 5.16
	 	Performance and Enforcement of Certain Obligations	 	 	44	 
	 
	 	 	 	 	 	 
	ARTICLE VI The Indenture Trustee	 	 	45	 
	SECTION 6.01
	 	Duties of Indenture Trustee	 	 	45	 
	SECTION 6.02
	 	Rights of Indenture Trustee	 	 	46	 
	SECTION 6.03
	 	Individual Rights of Indenture Trustee	 	 	47	 
	SECTION 6.04
	 	Indenture Trustee’s Disclaimer	 	 	48	 
	SECTION 6.05
	 	Notice of Defaults	 	 	48	 
	SECTION 6.06
	 	Reports by Indenture Trustee to Holders	 	 	49	 
	SECTION 6.07
	 	Compensation and Indemnity	 	 	49	 
	SECTION 6.08
	 	Replacement of Indenture Trustee	 	 	49	 
	SECTION 6.09
	 	Successor Indenture Trustee by Merger	 	 	50	 
	SECTION 6.10
	 	Appointment of Co-Indenture Trustee or Separate Indenture Trustee	 	 	51	 
	SECTION 6.11 
	 	Eligibility; Disqualification	 	 	52	 
	SECTION 6.12 
	 	Preferential Collection of Claims Against Issuer	 	 	52	 
	SECTION 6.13
	 	Acknowledgement by Indenture Trustee of its Obligations Under the Sale and Servicing Agreement 	 	 	52	 
	 
	 	 	 	 	 	 
	ARTICLE VII Noteholders’ Lists and Reports	 	 	52	 
	SECTION 7.01
	 	Note Registrar To Furnish Names and Addresses of Noteholders	 	 	52	 
	SECTION 7.02
	 	Preservation of Information; Communications to Noteholders	 	 	53	 
	SECTION 7.03
	 	Reports by Issuer.	 	 	53	 
	SECTION 7.04
	 	Reports by Indenture Trustee	 	 	54	 
	SECTION 7.05
	 	Indenture Trustee Website	 	 	54	 
	 
	 	 	 	 	 	 
	ARTICLE VIII Accounts, Disbursements and Releases	 	 	54	 
	SECTION 8.01
	 	Collection of Money	 	 	54	 
	SECTION 8.02
	 	Accounts	 	 	55	 
	SECTION 8.03
	 	General Provisions Regarding Accounts	 	 	55	 






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TABLE OF CONTENTS

(continued)







	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	SECTION 8.04
	 	Release of Trust Estate	 	 	58	 
	SECTION 8.05
	 	Release of Receivables Upon Purchase by the Seller or the Servicer	 	 	58	 
	SECTION 8.06
	 	Opinion of Counsel	 	 	59	 
	 
	 	 	 	 	 	 
	ARTICLE IX Supplemental Indentures	 	 	59	 
	SECTION 9.01
	 	Supplemental Indentures Without Consent of Noteholders	 	 	59	 
	SECTION 9.02
	 	Supplemental Indentures with Consent of Noteholders	 	 	60	 
	SECTION 9.03
	 	Execution of Supplemental Indentures	 	 	62	 
	SECTION 9.04
	 	Effect of Supplemental Indenture	 	 	62	 
	SECTION 9.05
	 	Conformity with Trust Indenture Act	 	 	63	 
	SECTION 9.06
	 	Reference in Notes to Supplemental Indentures	 	 	63	 
	 
	 	 	 	 	 	 
	ARTICLE X Release	 	 	63	 
	SECTION 10.01
	 	Optional Purchase of All Receivables	 	 	63	 
	 
	 	 	 	 	 	 
	ARTICLE XI Miscellaneous	 	 	63	 
	SECTION 11.01
	 	Compliance Certificates and Opinions, etc	 	 	63	 
	SECTION 11.02
	 	Form of Documents Delivered to Indenture Trustee	 	 	65	 
	SECTION 11.03
	 	Acts of Noteholders	 	 	66	 
	SECTION 11.04
	 	Notices to Indenture Trustee, Issuer[, the [Swap Counterparty][Cap Provider]] and Rating Agencies	 	 	66	 
	SECTION 11.05
	 	Notices to Noteholders; Waiver	 	 	67	 
	SECTION 11.06
	 	Alternate Payment and Notice Provisions	 	 	67	 
	SECTION 11.07
	 	Conflict with Trust Indenture Act	 	 	68	 
	SECTION 11.08
	 	Effect of Headings and Table of Contents	 	 	68	 
	SECTION 11.09
	 	Successors and Assigns	 	 	68	 
	SECTION 11.10
	 	Severability	 	 	68	 
	SECTION 11.11
	 	Benefits of Indenture	 	 	68	 
	SECTION 11.12
	 	Governing Law	 	 	68	 
	SECTION 11.13
	 	Counterparts	 	 	68	 
	SECTION 11.14
	 	Recording of Indenture	 	 	68	 
	SECTION 11.15
	 	Trust Obligation	 	 	69	 
	SECTION 11.16
	 	No Petition	 	 	69	 






-iv-










 






TABLE OF CONTENTS

(continued)





	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	SECTION 11.17
	 	Inspection	 	 	69	 
	SECTION 11.18
	 	[Limitation of Rights	 	 	69	 








	 	 	 
	EXHIBIT A

	 	FORM OF CLASS [A-1a] [A-1b] [A-2a] [A-2b] [A-3a] [A-3b] [A-4a] [A-4b] NOTE











-v-









 








	 	 	 	 	 
	TIA	 	Indenture	 
	Section	 	Section	 
	 
	CROSS-REFERENCE TABLE

	(not a part of this Indenture)

	(§)310(a) (1)
	 	 	6.11	 
	(a) (2)
	 	 	6.11	 
	(a) (3)
	 	 	6.10	(b)(1)
	(a) (4)
	 	 	N.A.	 
	(a) (5)
	 	 	6.11	 
	(b)
	 	 	5.04	 
	 
	 	 	6.08	 
	 
	 	 	6.11	 
	 
	 	 	11.04	 
	(c)
	 	 	N.A.	 
	(§)311(a)
	 	 	6.12	 
	(b)
	 	 	6.12	 
	(c)
	 	 	N.A.	 
	(§)312(a)
	 	 	7.01	 
	(b)
	 	 	7.01	 
	 
	 	 	7.02	(b)
	(c)
	 	 	7.02	(c)
	(§)313(a)
	 	 	7.04	 
	(b) (1)
	 	 	N.A.	 
	(b) (2)
	 	 	7.04	 
	(c)
	 	 	7.04	 
	 
	 	 	11.04	 
	(d)
	 	 	7.04	 
	(§)314(a)
	 	 	7.03	 
	 
	 	 	3.09	 
	 
	 	 	11.04	 
	 
	 	 	7.04	 
	(b)
	 	 	3.06	 
	 
	 	 	11.14	 
	(c) (1)
	 	 	11.01	 
	 
	 	 	6.02	 
	 
	 	 	8.05	(b)
	(c) (2)
	 	 	11.01	 
	 
	 	 	3.06	 
	 
	 	 	3.10	 
	 
	 	 	6.02	 
	 
	 	 	8.05	(b)
	 
	 	 	8.06	 
	(c) (3)
	 	 	11.01	 
	(d)
	 	 	11.01	(c)
	(e)
	 	 	11.01	 
	(f)
	 	 	N.A.	 






-vi-









 






	 	 	 	 	 
	TIA	 	Indenture	 
	Section	 	Section	 
	 
	 	 	 	 
	(§)315(a)
	 	 	6.01	 
	(b)
	 	 	6.05	 
	(c)
	 	 	N.A.	 
	(d)
	 	 	6.01	(c)
	(e)
	 	 	5.13	 
	(§)316(a)(1) (A)
	 	 	5.11	 
	 
	 	 	6.01	(b)(3)
	(a) (1) (B)
	 	 	5.12	 
	(a) (2)
	 	 	N.A.	 
	(b)
	 	 	5.07	 
	 
	 	 	9.02	 
	 
	 	 	5.13	(c)
	(c)
	 	 	N.A.	 
	(§)317(a) (1)
	 	 	5.04	 
	(a) (2)
	 	 	5.03	(c)
	 
	 	 	5.03	(d)
	 
	 	 	5.04	 
	(b)
	 	 	3.03	 
	(§)318(a)
	 	 	11.07	 








 




			
	N.A. means not applicable.





-vii-











 








     INDENTURE dated as of [                                        ] (this “Indenture”), between NISSAN AUTO
RECEIVABLES 20[    ]-[    ] OWNER TRUST, a Delaware statutory trust (the “Issuer”), and U.S. BANK
NATIONAL ASSOCIATION, a national banking association, as trustee and not in its individual capacity
(the “Indenture Trustee”).



     Each party agrees as follows for the benefit of the other party and for the equal and ratable
benefit of (i) the Holders of the Issuer’s [                                        ]% Asset Backed Notes, Class A-1[a] (the
“Class A-1[a] Notes”), [[                                        ]% Asset Backed Notes, Class A-1b (the “Class A-1b Notes,”
and together with the Class A-1a Notes, the “Class A-1 Notes”),] [                                        ]% Asset Backed
Notes, Class A-2[a] (the “Class A-2[a] Notes”), [[                                        ]% Asset Backed Notes, Class A-2b
(the “Class A-2b Notes,” and together with the Class A-2a Notes, the “Class A-2 Notes”),]
[                                        ]% Asset Backed Notes, Class A-3[a] (the “Class A-3[a] Notes”), [[                 
                       ]%
Asset Backed Notes, Class A-3b (the “Class A-3b Notes,” and together with the Class A-3a Notes, the
“Class A-3 Notes”),] [[                                        ]% Asset Backed Notes, Class A-4a (the “Class A-4a Notes”)]
and [                                        ]% Asset Backed Notes, Class A-4[b] (the “Class A-4[b] Notes,” and together
with the Class A-4a Notes, the “Class A-4 Notes,” and collectively with the Class A-1 Notes, the
Class A-2 Notes and the Class A-3 Notes, the “Notes”), (ii) for the purposes of the Granting Clause
below, the Certificateholders[, and (iii) the [Swap Counterparty][Cap Provider]]:



GRANTING CLAUSE




     The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee
for the benefit of the Holders of the Notes and Certificates [and the [Swap Counterparty][Cap
Provider]] the following:



     (i) all right, title and interest of the Issuer in and to the Receivables (including all
related Receivable Files) and all monies due thereon or paid thereunder or in respect thereof
(including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 of the
Sale and Servicing Agreement or the purchase of Receivables by the Servicer pursuant to Section
4.06 or 9.01 of the Sale and Servicing Agreement) after the Cut-off Date;



     (ii) the Collection Account and amounts on deposit in the Collection Account [and the Yield
Supplement Account];



     (iii) the right of the Issuer in the security interests in the Financed Vehicles granted by
the Obligors pursuant to the Receivables and any related property;



     (iv) the right of the Issuer in any proceeds from claims on any physical damage, credit life,
credit disability or other insurance policies covering the Financed Vehicles or the Obligors;



     (v) the right of the Issuer (through the Seller and NMAC) to receive payments in respect of
any Dealer Recourse with respect to the Receivables;



     (vi) the rights of the Issuer under the Sale and Servicing Agreement, and, through the Seller,
under the Purchase Agreement and the Assignment;



1









 





     (vii) [the rights of the Issuer under the Yield Supplement Agreement;]



     (viii) the right of the Issuer to realize upon any property (including the right to receive
future Net Liquidation Proceeds) that shall have secured a Receivable;



     (ix) the right of the Issuer in rebates of premiums and other amounts relating to insurance
policies and other items financed under the Receivables in effect as of the Cut-off Date;



     (x) [the rights of the Issuer under the Interest Rate [Swap][Cap] Agreement(s);]



     (xi) all other assets comprising the Owner Trust Estate; and



     (xii) all proceeds of the foregoing.



     The foregoing Grant is made in trust to secure the payment of principal of and interest on,
and any other amounts owing in respect of, the Notes, equally and ratably without prejudice,
priority or distinction [to secure the payment of amounts payable by the Issuer to the [Swap
Counterparty][Cap Provider] under the Interest Rate [Swap][Cap] Agreement(s),] and to secure
compliance with the provisions of this Indenture, and subject to the subordinate claims thereon of
the Holder of the Certificates, all as provided in this Indenture.



     The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes [and the
[Swap Counterparty][Cap Provider]] and for the benefit of the Certificateholders, acknowledges such
Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture
and agrees to perform its duties required in this Indenture to the best of its ability to the end
that the interests of the Holders of the Notes [and the [Swap Counterparty][Cap Provider]] may be
adequately and effectively protected and the rights of the Certificateholders secured.



ARTICLE I

Definitions and Incorporation by Reference




     SECTION 1.01 Definitions. Except as otherwise specified herein or if the context may
otherwise require, capitalized terms used but not otherwise defined herein have the meanings
ascribed thereto in the Trust Agreement, the Sale and Servicing Agreement, the Securities Account
Control Agreement [and the Interest Rate [Swap][Cap] Agreement(s)], as the case may be, for all
purposes of this Indenture. Except as otherwise provided in this Indenture, whenever used herein
the following words and phrases, unless the context otherwise requires, shall have the following
meanings:



     “Action” has the meaning specified in Section 11.03(a).



     “Administration Agreement” means the Administration Agreement, dated as of the Closing
Date, among the Administrator, the Issuer, the Indenture Trustee and the Owner Trustee.



     “Administrator” means NMAC or any successor Administrator under the Administration
Agreement.



2









 





     “Applicant” has the meaning specified in Section 7.01.



     “Authorized Officer” means with respect to the Issuer, any officer of the Owner
Trustee who is authorized to act for the Owner Trustee in matters relating to the Issuer identified
as such on any list of Authorized Officers delivered by the Owner Trustee to the Indenture Trustee.



     “Benefit Plan” means an “employee benefit plan” as defined in Section 3(3) of ERISA,
which is subject to the provisions of Title I of ERISA, a “plan” described in and subject to
Section 4975 of the Code, an entity whose underlying assets include “plan assets” by reason of an
employee benefit plan’s or plan’s investment in the entity, or any other employee benefit plan that
is subject to a law that is similar to Section 406 of ERISA or Section 4975 of the Code.



     “Book-Entry Notes” means a beneficial interest in the Notes, ownership and transfers
of which shall be made through book entries by a Clearing Agency as described in Section 2.10.



     “Business Day” means any day except a Saturday, a Sunday or a day on which banks in
the city and state where the Corporate Trust Office is located, New
York, New York, Franklin,
Tennessee, Irving, Texas or Wilmington, Delaware are authorized or obligated by law, regulation,
executive order or governmental decree to be closed.



     [“Calculation Agent” has the meaning specified in Section 2.14(c).]



     [“Cap Provider” means an unaffiliated third party, as cap provider under each Initial
Interest Rate Cap Agreement, or any successor or replacement cap counterparty (including any
Replacement Cap Provider) from time to time.]



     “Certificates” means the Certificates of the Issuer issued under the Trust Agreement.



     “Class” means any one of the classes of the Notes.



     [“Class A-1 Notes” means, collectively, the Class A-1a Notes and the Class A-1b
Notes.]



     “Class A-1[a] Notes” means the “[                                        ]% Asset Backed Notes, Class A-1[a],”
substantially in the form attached hereto as Exhibit A.



     “Class A-1[a] Rate” means [                                        ]% per annum [(computed on the basis of a
360-day year consisting of twelve 30-day months)] [(computed on the basis of actual number of days
in the related Interest Period and a 360-day year)].



     [“Class A-1b Notes” means the “[                                        ]% Asset Backed Notes, Class A-1b,”
substantially in the form attached hereto as Exhibit A.]



     [“Class A-1b Rate” means [                                        ]% per annum [(computed on the basis of a
360-day year consisting of twelve 30-day months)] [(computed on the basis of actual number of days
in the related Interest Period and a 360-day year)].]



     [“Class A-2 Notes” means, collectively, the Class A-2a Notes and the Class A-2b
Notes.]



3









 





     “Class A-2[a] Notes” means the “[                                        ]% Asset Backed Notes, Class A-2[a],”
substantially in the form attached hereto as Exhibit A.



     “Class A-2[a] Rate” means [                                        ]% per annum [(computed on the basis of a
360-day year consisting of twelve 30-day months)] [(computed on the basis of actual number of days
in the related Interest Period and a 360-day year)].



     [“Class A-2b Notes” means the “[                                        ]% Asset Backed Notes, Class A-2b,”
substantially in the form attached hereto as Exhibit A.]



     [“Class A-2b Rate” means [                                        ]% per annum [(computed on the basis of a
360-day year consisting of twelve 30-day months)] [(computed on the basis of actual number of days
in the related Interest Period and a 360-day year)].]



     [“Class A-3 Notes” means, collectively, the Class A-3a Notes and the Class A-3b
Notes.]



     “Class A-3[a] Notes” means the “[                                        ]% Asset Backed Notes, Class A-3[a],”
substantially in the form attached hereto as Exhibit A.



     “Class A-3[a] Rate” means [                                        ]% per annum [(computed on the basis of a
360-day year consisting of twelve 30-day months)] [(computed on the basis of actual number of days
in the related Interest Period and a 360-day year)].



     [“Class A-3b Notes” means the “[                                        ]% Asset Backed Notes, Class A-3b,”
substantially in the form attached hereto as Exhibit A.]



     [“Class A-3b Rate” means [                                        ]% per annum [(computed on the basis of a
360-day year consisting of twelve 30-day months)] [(computed on the basis of actual number of days
in the related Interest Period and a 360-day year)].]



     [“Class A-4 Notes” means, collectively, the Class A-4a Notes and the Class A-4b
Notes.]



     “Class A-4[a] Notes” means the “[                                        ]% Asset Backed Notes, Class A-4[a],”
substantially in the form attached hereto as Exhibit A.



     “Class A-4[a] Rate” means [                                        ]% per annum [(computed on the basis of a
360-day year consisting of twelve 30-day months)] [(computed on the basis of actual number of days
in the related Interest Period and a 360-day year)].



     [“Class A-4b Notes” means the “[                                        ]% Asset Backed Notes, Class A-4b,”
substantially in the form attached hereto as Exhibit A.]



     [“Class A-4b Rate” means [                                        ]% per annum [(computed on the basis of a
360-day year consisting of twelve 30-day months)] [(computed on the basis of actual number of days
in the related Interest Period and a 360-day year)].]



     “Clearing Agency” means an organization registered as a “clearing agency” pursuant to
Section 17A of the Exchange Act.



4









 





     “Clearing Agency Participant” means a broker, dealer, bank, other financial
institution or other Person for whom from time to time a Clearing Agency effects book-entry
transfers and pledges of securities deposited with the Clearing Agency.



     “Closing Date” means [                                        ].



     “Code” means the Internal Revenue Code of 1986, as amended, and the Treasury
Regulations promulgated thereunder.



     “Collateral” means the property of the Issuer subject to the Granting Clause hereof,
the Reserve Account, all amounts held from time to time in the Reserve Account and all investments
therein.



     “Corporate Trust Office” means the principal office of the Indenture Trustee at which
at any particular time its corporate trust business shall be administered, which office at the date
of execution of this Agreement is located at 209 South LaSalle Street, Suite 300, Chicago, Illinois
60604, Attention: Corporate Trust Services, or at such other address as the Indenture Trustee may
designate from time to time by notice to the Noteholders, the Issuer [, the [Swap Counterparty][Cap
Provider]] and the Administrator, or the principal corporate trust office of any successor
Indenture Trustee at the address designated by such successor Indenture Trustee by notice to the
Noteholders, the Issuer [, the [Swap Counterparty][Cap Provider]] and the Administrator.



     “Currency Swap Agreement” shall mean any currency swap agreement, including all
schedules or confirmations thereto, entered into by the Issuer and the Currency Swap Counterparty.



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



     “Default” means any occurrence that is, or with notice or the lapse of time or both
would become, an Event of Default.



     “Definitive Notes” has the meaning specified in Section 2.10.



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



     “Event of Default” has the meaning specified in Section 5.01.



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



     “Executive Officer” means, with respect to any corporation, the Chief Executive
Officer, Chief Operating Officer, Chief Financial Officer, President, Executive Vice President, any
Vice President, the Secretary or the Treasurer of such corporation; and with respect to any
partnership, any general partner thereof.



5









 





     [“Fitch” means Fitch Ratings.]



     “Fixed Rate Note” means any Class A-[    ] Note, Class A-[    ] Note, Class A-[    ] Note or
Class A-[    ] Note.



     [“Floating Rate Note” means any Class A-[    ] Note, Class A-[    ] Note, Class A-[    ]
Note or Class A-[    ] Note.]



     “Grant” means mortgage, pledge, bargain, sell, warrant, alienate, remise, release,
convey, assign, transfer, create, and grant a lien upon and a security interest in and right of
set-off against, deposit, set over and confirm pursuant to this Indenture. A Grant of the
Collateral or of any other agreement or instrument shall include all rights, powers and options
(but none of the obligations) of the granting party thereunder, including the immediate and
continuing right to claim for, collect, receive and give receipt for principal and interest
payments in respect of the Collateral and all other moneys payable thereunder, to give and receive
notices and other communications, to make waivers or other agreements, to exercise all rights and
options, to bring Proceedings in the name of the granting party or otherwise, and generally to do
and receive anything that the granting party is or may be entitled to do or receive thereunder or
with respect thereto.



     “Holder” or “Noteholder” means the Person in whose name a Note is registered
on the Note Register.



     “Hybrid Chattel Paper” has the meaning specified in Section 3.21(c).



     “Indenture Trustee” means U.S. Bank National Association, a national banking
association, as Indenture Trustee under this Indenture, or any successor Indenture Trustee under
this Indenture.



     “Independent” means, when used with respect to any specified Person, that the Person
is in fact independent of the Seller, the Servicer, the Administrator, the Issuer or any other
obligor on the Notes or any Affiliate of any of the foregoing Persons because, among other things,
such Person (a) is not an employee, officer or director or otherwise controlled thereby or under
common control therewith, (b) does not have any direct financial interest or any material indirect
financial interest therein (whether as holder of securities thereof or party to contract therewith
or otherwise), and (c) is not and has not within the preceding twelve months been a promoter,
underwriter, trustee, partner, director or person performing similar functions therefor or
otherwise had legal, contractual or fiduciary or other duties to act on behalf of or for the
benefit thereof.



     “Independent Certificate” means a certificate or opinion to be delivered to the
Indenture Trustee, made by an Independent appraiser or other expert appointed by an Issuer Order
and approved by the Indenture Trustee in the exercise of reasonable care, and such opinion or
certificate shall state that the signer has read the definition of “Independent” in this Indenture
and that the signer is Independent within the meaning thereof.



     [“Initial Cap Provider” means [                                        ], as the Cap Provider under each
Initial Interest Rate Cap Agreement.]



6









 





     [“Initial Interest Rate [Swap][Cap] Agreement” means the interest rate [swap][cap]
agreement for a Class of Floating Rate Notes, dated as of the Closing Date, executed between the
Issuer and the Initial [Swap Counterparty][Cap Provider], consisting of an ISDA Master Agreement,
the schedule thereto, the credit support annex thereto, if applicable, and the relevant
confirmation for such Class of Floating Rate Notes, as the same may be amended or supplemented from
time to time in accordance with the terms thereof.]



     [“Initial Swap Counterparty” means HSBC Bank USA, National Association, as the Swap
Counterparty under each Initial Interest Rate Swap Agreement.]



     [“Interest Determination Date” means, with respect to any Interest Period with respect
to the Floating Rate Notes, the day that is two London Business Days prior to the related Interest
Reset Date.]



     “Interest Period” means, with respect to any Distribution Date and the Class A-1[a][b]
Notes [and the Floating Rate Notes], the period from (and including) the preceding Distribution
Date to (but excluding) such Distribution Date, except that the initial Interest Period will be
from (and including) the Closing Date to (but excluding) [                                        ], and, with respect to
any Distribution Date and the Fixed Rate Notes, [other than the Class A-1[a][b] Notes,] the period
from (and including) the 15th day of the preceding calendar month to (but excluding) the 15th day
of the month in which such Distribution Date occurs, except that the initial Interest Period will
be from (and including) the Closing Date to (but excluding) [                                        ].



     “Interest Rate” means the Class A-1[a] Rate, [the Class A-1b Rate,] the Class A-2[a]
Rate, [the Class A-2b Rate,] the Class A-3[a] Rate, [the Class A-3b Rate,] [the Class A-4a Rate] or
the Class A-4[b] Rate, as indicated by the context.



     [“Interest Rate [Swap][Cap] Agreement” means each Initial Interest Rate [Swap][Cap]
Agreement and Replacement Interest Rate Swap Agreement, if any.]



     [“Interest Reset Date” means, with respect to any Interest Period with respect to the
Floating Rate Notes, the first day of such Interest Period.]



     “Issuer” means Nissan Auto Receivables 20[    ]-[    ] Owner Trust unless and until a
successor replaces it and, thereafter, means the successor and, for purposes of any provision
contained herein and required by the TIA, each other obligor on the Notes.



     “Issuer Order” and “Issuer Request” mean a written order or request signed in
the name of the Issuer by any one of its Authorized Officers and delivered to the Indenture
Trustee.



     [“LIBOR” means, for any Interest Period, the rate for deposits in U.S. Dollars having
a maturity of one month (commencing on the related Interest Reset Date) that appears on the
Designated LIBOR Page as of 11:00 a.m. London time, on the applicable Interest Determination Date.
With respect to an Interest Determination Date on which no rate appears on the
Designated LIBOR Page, LIBOR for the applicable Interest Determination Date will be the rate
calculated by the Calculation Agent as the arithmetic mean of at least two quotations obtained by
the Calculation Agent after requesting the principal London offices of each of four major reference
banks in the London interbank market, which may include the Calculation Agent and



7









 







its affiliates,
as selected by the Calculation Agent, to provide the Calculation Agent with its offered quotations
for deposits in U.S. Dollars for the period of one month, commencing on the second London Business
Day immediately following the applicable Interest Determination Date, to prime banks in the London
interbank market at approximately 11:00 a.m., London time, on such Interest Determination Date and
in a principal amount that is representative of a single transaction in U.S. Dollars in that market
at that time. If at least two such quotations are provided, LIBOR determined on the applicable
Interest Determination Date will be the arithmetic mean of the quotations. If fewer than two
quotations referred to in this paragraph are provided, LIBOR determined on the applicable Interest
Determination Date will be the rate calculated by the Calculation Agent as the arithmetic mean of
the rates quoted at approximately 11:00 a.m., in New York, New York, on the applicable Interest
Determination Date by three major banks, which may include the Calculation Agent and its
affiliates, in New York, New York selected by the Calculation Agent for loans in U.S. Dollars to
leading European banks in a principal amount that is representative of a single transaction in U.S.
Dollars in that market at that time. If the banks so selected by the Calculation Agent are not
quoting as mentioned in this paragraph, LIBOR for the applicable Interest Determination Date will
be LIBOR in effect on the applicable Interest Determination Date.]



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



     [“Moody’s” means Moody’s Investors Service, Inc.]



     [“Net Swap Payment” means for the Interest Rate Swap Agreement, the net amounts owed
by the Issuing Entity to the Swap Counterparty, if any, on any Distribution Date, excluding Swap
Termination Payments.]



     “NMAC” means Nissan Motor Acceptance Corporation, in its individual capacity and not
as Servicer.



     “Note” means a Class A-1 Note, a Class A-2 Note, a Class A-3 Note or a Class A-4 Note,
as the context may require.



     “Note Depository Agreement” means the agreement entitled “Letter of Representations”
dated on or before the Closing Date among the Clearing Agency, the Issuer and the Indenture Trustee
with respect to certain matters relating to the duties thereof with respect to the Book-Entry
Notes.



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



     “Note Register” means the Register of Noteholders’ information maintained by the Note
Registrar pursuant to Section 2.04.



8









 





     “Note Registrar” means the Indenture Trustee unless and until a successor Note
Registrar shall have been appointed pursuant to Section 2.04.



     “Notes” has the meaning set forth in the preamble to this Indenture.



     “Officer’s Certificate” means a certificate signed by any Authorized Officer of the
Issuer, under the circumstances described in, and otherwise complying with, the applicable
requirements of Section 11.01, and delivered to the Indenture Trustee.



     “Opinion of Counsel” means one or more written opinions of counsel who may, except as
otherwise expressly provided in this Indenture, be an employee of or counsel to the Issuer, the
Seller or the Servicer and which counsel shall be reasonably satisfactory to the Owner Trustee, the
Indenture Trustee or the Rating Agencies, as the case may be.



     “Outstanding” means, as of the date of determination, all Notes theretofore
authenticated and delivered under this Indenture except:



     (a) Notes theretofore canceled by the Note Registrar or delivered to the Note Registrar for
cancellation;



     (b) Notes or portions thereof the payment for which money in the necessary amount has been
theretofore deposited with the Indenture Trustee or any Paying Agent in trust for the Holders of
such Notes; and



     (c) Notes in exchange for or in lieu of which other Notes have been authenticated and
delivered pursuant to this Indenture unless proof satisfactory to the Indenture Trustee is
presented that any such Notes are held by a protected purchaser;


provided, that in determining whether the Holders of the requisite percentage of the
Outstanding Amount of the Notes, or any Class of Notes, have given any request, demand,
authorization, direction, notice, consent, or waiver hereunder or under any Basic Document, Notes
owned by the Issuer, any other obligor upon the Notes, the Seller,
the Servicer or any Affiliate of any of the
foregoing Persons shall be disregarded and deemed not to be
Outstanding, unless all such Notes Outstanding are owned by the
Issuing Entity, the Depositor, the Servicer, or any of their
respective Affiliates, provided, further that, in
determining whether the Indenture Trustee shall be protected in relying upon any such request,
demand, authorization, direction, notice, consent, or waiver, only Notes that the Indenture Trustee
knows to be so owned shall be so disregarded. Notes so owned that have been pledged in good faith
may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Indenture
Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the
Issuer, any other obligor upon the Notes, the Seller or any Affiliate of any of the foregoing
Persons.




     “Outstanding Amount” means the aggregate principal amount of all Notes, or, if
indicated by the context, all Notes of any Class, Outstanding at the date of determination.



     “Owner Trustee” means Wilmington Trust Company, not in its individual capacity but
solely as Owner Trustee under the Trust Agreement, or any successor Owner Trustee under the Trust
Agreement.



9









 





     “Paying Agent” means the Indenture Trustee or any other Person that meets the
eligibility standards for the Indenture Trustee specified in Section 6.11 that has been authorized
by the Issuer to make payments to and distributions from the Collection Account, including payment
of principal of or interest on the Notes on behalf of the Issuer.



     “Predecessor Note” means, with respect to any particular Note, every previous Note
evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for
the purpose of this definition, any Note authenticated and delivered under Section 2.05 in lieu of
a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the
mutilated, lost, destroyed or stolen Note.



     “Proceeding” means any suit in equity, action at law or other judicial or
administrative proceeding.



     “Rating Agency Condition” means, with respect to any event or action and each Rating
Agency, either (a) written confirmation by such Rating Agency that the occurrence of such event or
action will not cause it to downgrade, qualify or withdraw its rating assigned to the Notes or (b)
that such Rating Agency shall have been given notice of such event or action at least ten (10) days
prior to such event (or, if ten (10) 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 will cause it to downgrade, qualify or withdraw its rating assigned to the
Notes. Notwithstanding the foregoing, no Rating Agency has any duty to review any notice given
with respect to any event or action, and it is understood that such Rating Agency may not actually
review notices received by it prior to or after the expiration of the ten (10) day period described
in (b) above. Further, each Rating Agency retains the right to downgrade, qualify or withdraw its
rating assigned to all or any of the Notes at any time in its sole judgment even if the Rating
Agency Condition with respect to an event or action had been previously satisfied pursuant to
clause (a) or clause (b) above.



     “Registered Holder” means the Person in whose name a Note is registered on the Note
Register on the applicable Record Date.



     [“Replacement Interest Rate [Swap][Cap] Agreement” has the meaning specified in
Section 2.14(f).]



     [“Replacement [Swap Counterparty][Cap Provider]” has the meaning specified in Section
2.14(f).]



     “Responsible Officer” means, with respect to the Indenture Trustee, any officer within
the Corporate Trust Office of the Indenture Trustee, including any Vice President, Assistant Vice
President, Assistant Treasurer, Assistant Secretary or any other officer of the Indenture Trustee
customarily performing functions similar to those performed by any of the above designated
officers and also, with respect to a particular matter, any other officer to whom such matter
is referred because of such officer’s knowledge of and familiarity with the particular subject.



     [“Retained Notes” means any Notes retained in the initial offering thereof by the
Seller or NMAC or conveyed to an Affiliate, including the Class A-[    ] Notes, until such time as
such



10









 







Notes are the subject of an opinion pursuant to Section 2.04(g) of the Indenture with respect
to their classification as debt for federal income tax purposes.]



     “Sale and Servicing Agreement” means the Sale and Servicing Agreement, dated as of the
Closing Date, among the Issuer, Nissan Auto Receivables Corporation II, as Seller, and Nissan Motor
Acceptance Corporation, as Servicer, and as to which the Indenture Trustee is a third party
beneficiary of certain provisions.



     “Securities Act” means the Securities Act of 1933, as amended.



     “Securities Account Control Agreement” shall have the meaning assigned to such term in
the Sale and Servicing Agreement.



     “Seller” shall mean Nissan Auto Receivables Corporation II, in its capacity as seller
under the Sale and Servicing Agreement, and its successor in interest.



     “Servicer” shall mean Nissan Motor Acceptance Corporation, in its capacity as servicer
under the Sale and Servicing Agreement, and any Successor Servicer thereunder.



     [“Standard & Poor’s” means Standard & Poor’s, a division of The McGraw-Hill Companies,
Inc.]



     “Successor Servicer” has the meaning specified in Section 3.07.



     [“Swap Counterparty” means an unaffiliated third party, as swap counterparty under
each Initial Interest Rate Swap Agreement, or any successor or replacement swap counterparty
(including any Replacement Swap Counterparty) from time to time.]



     [“[Swap][Cap] Event of Default” means, with respect to any Interest Rate [Swap][Cap]
Agreement, any event defined as an “Event of Default” under each Interest Rate [Swap][Cap]
Agreement.]



     [“[Swap][Cap] Replacement Proceeds” means any amounts received from a Replacement
[Swap Counterparty][Cap Provider] in consideration for entering into a Replacement Interest Rate
[Swap][Cap] Agreement for a terminated Interest Rate [Swap][Cap] Agreement.]



     [“[Swap][Cap] Termination Event” means any event defined as a “Termination Event” in
an Interest Rate [Swap][Cap] Agreement.]



     [“[Swap][Cap] Termination Payment Account” means the account designated as such,
established and maintained pursuant to Section 2.14.]



     [“[Swap][Cap] Termination Payments” means any payments due to the [Swap
Counterparty][Cap Provider] by the Issuer or to the Issuer by the [Swap Counterparty][Cap
Provider], including interest that may accrue thereon, under each Interest Rate [Swap][Cap]
Agreement due to a termination of such Interest Rate [Swap][Cap] Agreement due to a [Swap][Cap]
Event of Default or a [Swap][Cap] Termination Event under such Interest Rate [Swap][Cap]
Agreement.]



11









 





     “Trust Estate” means all money, instruments, rights and other property that are
subject or intended to be subject to the lien and security interest of this Indenture for the
benefit of the Noteholders [and the [Swap Counterparty][Cap Provider]] (including, without
limitation, all property and interests Granted to the Indenture Trustee pursuant to the Granting
Clause), including all proceeds thereof.



     “Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939 as in
force on the date hereof, unless otherwise specifically provided.



     “UCC” means, unless the context otherwise requires, the Uniform Commercial Code, as in
effect in the relevant jurisdiction at the relevant time.



     SECTION 1.02 Usage of Terms. With respect to all terms in this Indenture, the
singular includes the plural and the plural the singular; words importing any gender include the
other genders; references to “writing” include printing, typing, lithography and other means of
reproducing words in a visible form; references to agreements and other contractual instruments
include all subsequent amendments, amendments and restatements and supplements thereto or changes
therein entered into in accordance with their respective terms and not prohibited by this
Indenture; references to Persons include their permitted successors and assigns; references to laws
include their amendments and supplements, the rules and regulations thereunder and any successors
thereto; and the term “including” means “including without limitation.”



     SECTION 1.03 Incorporation by Reference of Trust Indenture Act. Whenever this
Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made
a part of this Indenture. The following TIA terms used in this Indenture have the following
meanings:



     “Commission” means the Securities and Exchange Commission.



     “indenture securities” means the Notes.



     “indenture security holder” means a Noteholder.



     “indenture to be qualified” means this Indenture.



     “indenture trustee” or “institutional trustee” means the Indenture Trustee.



     “obligor” on the indenture securities means the Issuer and any other obligor on the
indenture securities.



     All other TIA terms used in this Indenture that are defined in the TIA, defined in the TIA by
reference to another statute or defined by Commission rule have the meanings so assigned to them.



12









 





ARTICLE II

The Notes




     SECTION 2.01 Form. The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes,
and the Class A-4 Notes, in each case, together with the Indenture Trustee’s certificate of
authentication, shall be in substantially the form set forth as Exhibit A, with such
appropriate insertions, omissions, substitutions and other variations as are required or permitted
by this Indenture, and may have such letters, numbers or other marks of identification and such
legends or endorsements placed thereon as may, consistently herewith, be determined by the officers
executing such Notes, as evidenced by their execution thereof. Any portion of the text of any Note
may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the
Note.



     The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by
any combination of these methods (with or without steel engraved borders), all as determined by the
officers executing such Notes, as evidenced by their execution of such Notes.



     Each Note shall be dated the date of its authentication. The terms of the Notes set forth in
Exhibit A are part of the terms of this Indenture.



     SECTION 2.02 Execution, Authentication and Delivery. The Notes shall be executed on
behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized
Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature
of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer,
notwithstanding that such individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Notes or did not hold such offices at the date of such Notes.
The Indenture Trustee shall upon Issuer Order authenticate and deliver the Class A-1[a] Notes for
original issue in an aggregate principal amount of $[                                        ], [the Class A-1b Notes for
original issue in an aggregate principal amount of $[                                        ],] the Class A-2[a] Notes for
original issue in an aggregate principal amount of $[                                        ], [the Class A-2b Notes for
original issue in an aggregate principal amount of $[                                        ],] the Class A-3[a] Notes for
original issue in an aggregate principal amount of $[                                        ], [the Class A-3b Notes for
original issue in an aggregate principal amount of $[                                        ],] [the Class A-4a Notes for
original issue in an aggregate principal amount of $[                                        ]] and the Class A-4[b] Notes
for original issue in an aggregate principal amount of $[                                        ]. The aggregate principal
amount of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes
outstanding at any time may not exceed such respective amounts except as provided in Section 2.05.
The Notes shall be issuable as registered Notes in minimum denominations of $25,000 and any
integral multiple of $1,000 in excess thereof[; provided that any Retained Notes retained by the
Seller or NMAC or conveyed to an Affiliate shall be issued as Definitive Notes and the holder of
such Retained Notes shall be a Note Owner and a Noteholder for all purposes of this Indenture].
Each Note shall be dated the date of its authentication.



     No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for
any purpose, unless there appears on such Note a certificate of authentication substantially in the
form included in Exhibit A, as the case may be, executed by the Indenture Trustee by the
manual



13









 







or facsimile signature of one of its authorized signatories, and such certificate upon any
Note shall be conclusive evidence, and the only evidence, that such Note has been duly
authenticated and delivered hereunder.



     SECTION 2.03 Temporary Notes. Pending the preparation of Definitive Notes, the
Issuer may execute, and upon receipt of an Issuer Order the Indenture Trustee shall authenticate
and deliver, temporary Notes that are printed, lithographed, typewritten, mimeographed or otherwise
produced, of the tenor of the Definitive Notes in lieu of which they are issued and with such
variations not inconsistent with the terms of this Indenture as the officers executing such Notes
may determine, as evidenced by their execution of such Notes. If temporary Notes are issued, the
Issuer will cause Definitive Notes to be prepared without unreasonable delay. After the
preparation of Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes
upon surrender of the temporary Notes at the office or agency of the Issuer to be maintained as
provided in Section 3.02, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Notes of any Class, the Issuer shall execute, and the Indenture Trustee shall
authenticate and deliver in exchange therefor, a like principal amount of Definitive Notes of such
Class of authorized denominations. Until so exchanged, the temporary Notes shall in all respects
be entitled to the same benefits under this Indenture as Definitive Notes.



     SECTION 2.04 Registration; Registration of Transfer and Exchange.



     (a) The Note Registrar shall maintain a Note Register in which, subject to such reasonable
regulations as it may prescribe, the Note Registrar shall provide for the registration of Notes and
transfers and exchanges of Notes as provided in this Indenture. The Indenture Trustee is hereby
initially appointed Note Registrar for the purpose of registering Notes and transfers and exchanges
of Notes as provided in this Indenture. In the event that, subsequent to the Closing Date, the
Indenture Trustee notifies the Issuer that it is unable to act as Note Registrar, the Issuer shall
appoint another bank or trust company, having an office or agency located in the Borough of
Manhattan, The City of New York, agreeing to act in accordance with the provisions of this
Indenture applicable to it, and otherwise acceptable to the Indenture Trustee, to act as successor
Note Registrar under this Indenture.



     If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the
Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note
Registrar and of the location, and any change in the location, of the Note Register, and the
Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to
obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate
executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and
addresses of the Holders of the Notes and the principal amounts and number of such Notes.



     (b) Upon the proper surrender for registration of transfer of any Note at the office or agency
of the Issuer to be maintained as provided in Section 3.02, the Issuer shall execute, and the
Indenture Trustee shall authenticate in the name of the designated transferee or transferees,
one or more new Notes of the same Class in authorized denominations of a like aggregate
principal amount.



14









 





     (c) At the option of the Holder, Notes may be exchanged for other Notes of the same Class in
any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to
be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the
Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain
from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to
receive. Every Note presented or surrendered for registration of transfer or exchange shall be
accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee and
the Note Registrar duly executed by the Holder thereof or his attorney duly authorized in writing.



     (d) No service charge shall be made for any registration of transfer or exchange of Notes, but
the Indenture Trustee may require payment of a sum sufficient to cover any tax or governmental
charge that may be imposed in connection with any transfer or exchange of Notes.



     (e) All Notes surrendered for registration of transfer or exchange shall be canceled and
subsequently destroyed by the Indenture Trustee.



     (f) By acquiring a Note, each Note Owner will be deemed to represent, warrant and covenant
that either (i) it is not acquiring the Note (or any interest therein) with the assets of a Benefit
Plan; or (ii) the acquisition, holding and disposition of the Note will not give rise to a
nonexempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any
similar applicable law.



     (g) [The Retained Notes will not be transferred (other than to a Person specified in the
definition of Retained Notes that is a United States person for U.S. federal income tax purposes)
unless a written opinion of counsel, which counsel and opinion shall be acceptable to the Indenture
Trustee, is delivered to the Indenture Trustee to the effect that, for federal income tax purposes,
such Notes after such transfer will be treated as debt.]



     SECTION 2.05 Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note
is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its
satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the
Indenture Trustee such security or indemnity as may be required by it to hold the Issuer and the
Indenture Trustee harmless, then, in the absence of notice to the Issuer, the Note Registrar or the
Indenture Trustee that such Note has been acquired by a protected purchaser, the Issuer shall
execute, and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of the same
Class. In connection with the issuance of any new Note under this Section 2.05, the Issuer may
require payment by the Holder of such Note of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto.



     If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen
Note, a protected purchaser of the original Note in lieu of which such replacement Note was issued
presents for payment such original Note, the Issuer and the Indenture Trustee shall be
entitled to recover such replacement Note (or such payment) from the Person to whom it was
delivered or any Person taking such replacement Note from such Person to whom such replacement Note
was delivered or any assignee of such Person, except a protected purchaser,



15









 







and shall be entitled
to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost
or expense incurred by the Issuer or the Indenture Trustee in connection therewith.



     Every replacement Note issued pursuant to this Section 2.05 in replacement of any mutilated,
destroyed, lost or stolen Note shall constitute an original additional contractual obligation of
the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes of the same Class duly issued hereunder.



     The provisions of this Section 2.05 are exclusive and shall preclude (to the extent lawful)
all other rights and remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Notes.



     SECTION 2.06 Persons Deemed Owners. Prior to due presentment for registration of
transfer of any Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee may treat the Person in whose name any Note is registered (as of the day of
determination) as the owner of such Note for the purpose of receiving payments of principal of and
interest, if any, on such Note and for all other purposes whatsoever, and none of the Issuer, the
Indenture Trustee or any agent of the Issuer or the Indenture Trustee shall be affected by notice
to the contrary.



     SECTION 2.07 Payments of Principal and Interest.



     (a) The Class A-1[a] Notes, [the Class A-1b Notes,] the Class A-2[a] Notes, [the Class A-2b
Notes,] the Class A-3[a] Notes, [the Class A-3b Notes,] [the Class A-4a Notes] and the Class A-4[b]
Notes shall accrue interest during each Interest Period at the Class A-1[a] Rate, [the Class A-1b
Rate,] the Class A-2[a] Rate, [the Class A-2b Rate,] the Class A-3[a] Rate, [the Class A-3b Rate,]
[the Class A-4a Rate] and the Class A-4[b] Rate, respectively, and such interest shall be payable
on each related Distribution Date as specified in the applicable Note by applying amounts available
pursuant to Section 5.06 of the Sale and Servicing Agreement and to Section 3.01 of this Indenture.
Any installment of interest or principal payable on any Note that is punctually paid or duly
provided for by the Issuer on the applicable Distribution Date shall be paid to the Person in whose
name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer
in immediately available funds to the account designated by such nominee, except for the final
installment of principal payable with respect to such Note on a Distribution Date or on the
applicable Final Scheduled Distribution Date, which shall be payable as provided below.



     (b) The principal of each Note shall be payable in installments on each Distribution Date by
applying amounts available pursuant to Section 5.06 of the Sale and Servicing Agreement.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and
payable, if not previously paid, from and after the date on which the Indenture Trustee or the
Holders of a majority of the Outstanding Amount of the Notes, voting as a single
class (excluding for such purpose the outstanding principal amount of any Notes held of record
or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the
Notes are held of record or beneficially owned by NARC II, NMAC or any of their



16









 







Affiliates), have
declared the Notes to be immediately due and payable in the manner provided in Section 5.02 in
connection with an Event of Default. All principal payments on each Class of Notes shall be made
pro rata to the Noteholders of such Class entitled thereto. The Indenture Trustee shall notify the
Person in whose name a Note is registered at the close of business on the Record Date preceding the
Distribution Date on which the final installment of principal of and interest on such Note will be
paid. Such notice shall be mailed or transmitted by facsimile not less than 15 nor more than 30
days prior to such final Distribution Date, shall specify that such final installment will be
payable only upon presentation and surrender of such Note and shall specify the place where such
Note may be presented and surrendered for payment of such installment.



     SECTION 2.08 Cancellation. All Notes surrendered for payment, registration of
transfer or exchange shall, if surrendered to any Person other than the Indenture Trustee, be
delivered to the Indenture Trustee and shall be promptly canceled by the Indenture Trustee. The
Issuer may at any time deliver to the Indenture Trustee for cancellation any Notes previously
authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever,
and all Notes so delivered shall be promptly canceled by the Indenture Trustee. No Notes shall be
authenticated in lieu of or in exchange for any Notes canceled as provided in this Section, except
as expressly permitted by this Indenture. All canceled Notes may be held or disposed of by the
Indenture Trustee in accordance with its standard retention or disposal policy as in effect at the
time unless the Issuer shall direct by an Issuer Order that they be destroyed or returned to it;
provided, that such Issuer Order is timely and the Notes have not been previously disposed
of by the Indenture Trustee.



     SECTION 2.09 Release of Collateral. Subject to Sections 8.05 and 11.01 and the terms
of the Basic Documents, the Indenture Trustee shall release property from the lien of this
Indenture only upon receipt of an Issuer Request accompanied by an Officer’s Certificate, an
Opinion of Counsel and Independent Certificates in accordance with TIA Sections 314(c) and
314(d)(l) or an Opinion of Counsel in lieu of such Independent Certificates to the effect that the
TIA does not require any such Independent Certificates.



     SECTION 2.10 Book-Entry Notes. The Notes [(other than Retained Notes)], upon
original issuance, will be issued in the form of typewritten Notes representing the Book-Entry
Notes, to be delivered to The Depository Trust Company, the initial Clearing Agency, or a custodian
therefor, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on
the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no
Note Owner thereof will receive a Definitive Note representing such Note Owner’s interest in such
Note, except as provided in Section 2.12. [Except for Retained Notes and, otherwise,] unless and
until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note
Owners pursuant to Section 2.12:



     (a) the provisions of this Section shall be in full force and effect;



     (b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing
Agency for all purposes of this Indenture (including the payment of principal of and interest on
the Notes and the giving of instructions or directions hereunder) as the authorized representative
of the Note Owners;



17









 





     (c) to the extent that the provisions of this Section conflict with any other provisions of
this Indenture, the provisions of this Section shall control;



     (d) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be
limited to those established by law and agreements between such Note Owners and the Clearing Agency
and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and
until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make
book-entry transfers among the Clearing Agency Participants and receive and transmit payments of
principal of and interest on the Notes to such Clearing Agency Participants; and



     (e) whenever this Indenture requires or permits actions to be taken based upon instructions or
directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the
Notes or of the Notes of any Class, the Clearing Agency shall be deemed to represent such
percentage only to the extent that it has received instructions to such effect from Note Owners
and/or Clearing Agency Participants owning or representing, respectively, such required percentage
of the beneficial interest in the Notes and has delivered such instructions to the Indenture
Trustee.



     SECTION 2.11 Notices to Clearing Agency. Whenever a notice or other communication to
the Noteholders is required under this Indenture, unless and until Definitive Notes shall have been
issued to such Note Owners pursuant to Section 2.12, [and except with respect to notices and
communications to Holders of Retained Notes,] the Indenture Trustee shall give all such notices and
communications specified herein to be given to Holders of the Notes to the Clearing Agency and
shall be deemed to have been given as of the date of delivery to the Clearing Agency.



     SECTION 2.12 Definitive Notes. [Except for Retained Notes (which shall be originally
issued as Definitive Notes)] if (i) the Seller, the Owner Trustee or the Administrator advises the
Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly
discharge its responsibilities with respect to the Book-Entry Notes and the Seller, the Owner
Trustee or the Administrator are unable to locate a qualified successor (and if the Administrator
has made such determination, the Administrator has given written notice thereof to the Indenture
Trustee), (ii) the Seller, the Indenture Trustee or the Administrator, at its option and to the
extent permitted by law, advises each other such party in writing that it elects to terminate the
book-entry system through the Clearing Agency, or (iii) after the occurrence of an Event of Default
or a Servicer Default, Note Owners representing beneficial interests aggregating a majority of the
Outstanding Amount of the Notes of all Classes advise the Indenture Trustee and the Clearing Agency
in writing that the continuation of a book-entry system through the Clearing Agency or a successor
thereto is no longer in the best interests of the Note Owners acting together as a single Class,
then the Clearing Agency shall notify all Note Owners and the Indenture Trustee of the occurrence
of such event and of the availability of Definitive Notes to Note Owners requesting
the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the
Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall
execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the
instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture
Trustee shall be liable for any delay in delivery of such instructions and may



18









 







conclusively rely
on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive
Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.
The Indenture Trustee, Issuer and Administrator shall not be liable for any inability to locate a
qualified successor Clearing Agency. From and after the date of issuance of Definitive Notes, all
notices to be given to Noteholders will be mailed thereto at their addresses of record in the Note
Register as of the relevant Record Date. Such notices will be deemed to have been given as of the
date of mailing. Interest and principal payments on the Definitive Notes on each Distribution Date
will be made to the holders in whose names the related Definitive Notes, as applicable, were
registered at the close of business on the related Deposit Date. Payments will be made by check
mailed to the address of such holders as they appear on the Note register, except that a Noteholder
having original denominations aggregating at least $1 million may request payment by wire transfer
of funds pursuant to written instructions delivered to the Indenture Trustee at least five Business
Days prior to the Deposit Date. The final payment on any Definitive Notes will be made only upon
presentation and surrender of the Definitive Notes at the office or agency specified in the notice
of final payment to Noteholders. After the Closing Date, if any of the Notes [(other than Retained
Notes)] have been issued as Definitive Notes pursuant to this Section then the Holder of a
Definitive Note and the Issuer may elect for such Note to be issued in the form of a Book-Entry
Note (provided the Clearing Agency is then willing and able to discharge its responsibilities with
respect to the Book-Entry Notes). In connection with such election, the Issuer and the Indenture
Trustee shall upon Issuer Order execute, authenticate and deliver the Book-Entry Note and documents
related thereto in accordance with the terms hereof and the Issuer Order.



     SECTION 2.13 Tax Treatment. The Issuer has entered into this Indenture, and the
Notes [(other than Retained Notes)] will be issued, with the intention that, for federal, state and
local income, single business and franchise tax purposes, the Notes will qualify as indebtedness of
the Issuer secured by the Trust Estate or, for periods during which there is a single beneficial
owner of the Certificates, indebtedness of the Certificateholder issued by the Trust Estate. The
Issuer, by entering into this Indenture, and each Noteholder, by its acceptance of a Note (and each
Note Owner by its acceptance of an interest in the applicable Book-Entry Note), agree to treat the
Notes [(other than Retained Notes)] for federal, state and local income, single business and
franchise tax purposes as indebtedness of the Issuer.



     SECTION 2.14 [The Interest Rate [Swap][Cap] Agreement(s).



     (a) On the Closing Date, the Issuer shall execute and deliver each Initial Interest Rate
[Swap][Cap] Agreement.



     (b) Subject to Section 11.18 hereof, the Indenture Trustee shall take all steps necessary to
enforce the Issuer’s rights under each Interest Rate [Swap][Cap] Agreement, including receiving
payments from the [Swap Counterparty][Cap Provider] when due and
exercising the Issuer’s rights under each Interest Rate [Swap][Cap] Agreement in accordance
with the terms of such Interest Rate [Swap][Cap] Agreement.



     (c) Deutsche Bank Trust Company Americas is hereby designated calculation agent with respect
to each Interest Rate [Swap][Cap] Agreement (including any successor or replacement calculation
agent designated from time to time by agreement of the parties hereto,



19









 







the “Calculation Agent”),
and in such capacity, on each Interest Determination Date, will calculate the Interest Rate with
respect to each Class of the Floating Rate Notes. All determinations of interest by the Calculation
Agent shall, in the absence of manifest error, be conclusive for all purposes and binding on the
Noteholders of the Floating Rate Notes. All percentages resulting from any calculation on the
Floating Rate Notes will be rounded to the nearest one hundred-thousandth of a percentage point,
with five millionths of a percentage point rounded upwards (e.g., 9.8765445% (or .09876545) would
be rounded to 9.87655% or .0987655)), and all dollar amounts used in or resulting from that
calculation on the Floating Rate Note will be rounded to the nearest cent (with one-half cent being
rounded upwards). The Calculation Agent may be removed by the Issuer at any time. If the
Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, the Issuer
will promptly appoint as a replacement Calculation Agent a leading bank which is engaged in
transactions in Eurodollar deposits in the international Eurodollar market and which does not
control or is not controlled by or under common control with the Issuer or its Affiliates. The
Calculation Agent may not resign its duties without a successor having been duly appointed.



     (d) The Indenture Trustee shall have no liability with respect to any act or failure to act by
the Issuer under any Interest Rate [Swap][Cap] Agreement (provided that this sentence shall not
limit or relieve the Indenture Trustee from any responsibility it may have under this Indenture
upon the occurrence of and during the continuance of any Event of Default hereunder).
Additionally, the Indenture Trustee will be responsible for collecting [Net Swap Payments and] any
[Swap][Cap] Termination Payments payable by the [Swap Counterparty][Cap Provider] under each
Interest Rate [Swap][Cap] Agreement.



     (e) In the event of any early termination of an Interest Rate [Swap][Cap] Agreement, (i) upon
written direction of the Issuer and notification of such early termination, the Indenture Trustee
shall establish the [Swap][Cap] Termination Payment Account, (ii) any [Swap][Cap] Termination
Payments received from the [Swap Counterparty][Cap Provider] will be remitted to the [Swap][Cap]
Termination Payment Account and (iii) any [Swap][Cap] Replacement Proceeds received from a
Replacement [Swap Counterparty][Cap Provider] will be remitted directly to the [Swap
Counterparty][Cap Provider]; provided, that any such remittance to the [Swap Counterparty][Cap
Provider] shall not exceed the amounts, if any, owed to the [Swap Counterparty][Cap Provider] under
such Interest Rate [Swap][Cap] Agreement; provided, further that the [Swap Counterparty][Cap
Provider] shall only receive [Swap][Cap] Replacement Proceeds if all [Swap][Cap] Termination
Payments due from the [Swap Counterparty][Cap Provider] to the Issuer have been paid in full and if
such amounts have not been paid in full then the amount of [Swap][Cap] Replacement Proceeds
necessary to make up any deficiency shall be remitted to the [Swap][Cap] Termination Payment
Account.



     (f) The Issuer shall promptly, following the early termination of any Initial Interest Rate
[Swap][Cap] Agreement due to a [Swap][Cap] Event of Default or [Swap][Cap]
Termination Event, and in accordance with the terms of such Interest Rate [Swap][Cap]
Agreement, enter into a replacement Interest Rate [Swap][Cap] Agreement (each, a “Replacement
Interest Rate [Swap][Cap] Agreement”) with a replacement [Swap Counterparty][Cap Provider] that
satisfies the conditions set forth in such Interest Rate [Swap][Cap] Agreement (a “Replacement
[Swap Counterparty][Cap Provider]”) to the extent possible and practicable through application of
funds available in the [Swap][Cap] Termination



20









 







Payment Account unless entering into such
Replacement Interest Rate [Swap][Cap] Agreement will cause the Rating Agency Condition not to be
satisfied. Other than a Replacement Interest Rate [Swap][Cap] Agreement entered into pursuant to
this clause, the Issuer may not enter into any additional Interest Rate [Swap][Cap] Agreements.



     (g) For any terminated Interest Rate [Swap][Cap] Agreement as described in clause (f) of this
Section, to the extent that (i) the funds available in the [Swap][Cap] Termination Payment Account
exceed the costs of entering into a Replacement Interest Rate [Swap][Cap] Agreement or (ii) the
Issuer determines not to replace a terminated Initial Interest Rate [Swap][Cap] Agreement and the
Rating Agency Condition is met with respect to such determination, the amounts in the [Swap][Cap]
Termination Payment Account (other than funds used to pay the costs of entering into a Replacement
Interest Rate [Swap][Cap] Agreement, if applicable) shall be allocated in accordance with the order
of priority specified in Section 5.06 of the Sale and Servicing Agreement on the following
Distribution Date. In any other situation, amounts on deposit in the [Swap][Cap] Termination
Payment Account at any time shall be invested pursuant to Section 8.03(c), and on each Distribution
Date after the creation of the [Swap][Cap] Termination Payment Account, the funds therein shall be
used to cover any shortfalls in the amounts payable under clauses (i) through (vii) of Section
5.06(c) of the Sale and Servicing Agreement, clauses (i) through (viii) of Section 5.06(d) of the
Sale and Servicing Agreement, and clauses (i) through (ix) of Section 5.06(e) of the Sale and
Servicing Agreement, provided, that in no event will the amount withdrawn from the
[Swap][Cap] Termination Payment Account on such Distribution Date exceed the amount of Net
[Swap][Cap] Receipts that would have been required to be paid on such Distribution Date under the
terminated Interest Rate [Swap][Cap] Agreement had there been no termination of such agreement.
Any amounts remaining in the [Swap][Cap] Termination Payment Account after payment in full of the
Class A-4 Notes shall be included in Available Amounts and allocated in accordance with the order
of priority specified in Section 5.06 of the Sale and Servicing Agreement on the following
Distribution Date.



     (h) If the [Swap Counterparty][Cap Provider] is required to post collateral under the terms of
an Interest Rate [Swap][Cap] Agreement, upon written direction of the Issuer and notification of
such requirement, the Indenture Trustee shall establish the [Swap][Cap] Collateral Account (the
“[Swap][Cap] Collateral Account”) over which the Indenture Trustee shall have exclusive
control and the sole right of withdrawal, and in which no Person other than the Indenture Trustee,
the [Swap Counterparty][Cap Provider] and the Noteholders shall have any legal or beneficial
interest. The Indenture Trustee shall deposit all collateral posted by the [Swap Counterparty][Cap
Provider] pursuant to the related Interest Rate [Swap][Cap] Agreement into the [Swap][Cap]
Collateral Account. Any and all funds at any time on deposit in, or otherwise to the credit of,
the [Swap][Cap] Collateral Account shall be held in trust by the Indenture Trustee for the benefit
of the [Swap Counterparty][Cap Provider] and the Noteholders. The only
permitted withdrawal from or application of funds on deposit in, or otherwise to the credit
of, the [Swap][Cap] Collateral Account shall be (i) for application to obligations of the [Swap
Counterparty][Cap Provider] to the Issuer under the related Interest Rate [Swap][Cap] Agreement in
accordance with the terms of such Interest Rate [Swap][Cap] Agreement or (ii) to return collateral
to the [Swap Counterparty][Cap Provider] when and as required by the related Interest Rate
[Swap][Cap] Agreement.



21









 





     (i) If at any time an Interest Rate [Swap][Cap] Agreement becomes subject to early termination
due to the occurrence of a [Swap][Cap] Event of Default or a [Swap][Cap] Termination Event, the
Issuer and the Indenture Trustee shall use reasonable efforts (following the expiration of any
applicable grace period) to enforce the rights of the Issuer thereunder as may be permitted by the
terms of such Interest Rate [Swap][Cap] Agreement and consistent with the terms hereof. To the
extent not fully paid from [Swap][Cap] Replacement Proceeds, any [Swap][Cap] Termination Payment
owed by the Issuer to the [Swap Counterparty][Cap Provider] under an Interest Rate [Swap][Cap]
Agreement shall be payable to the [Swap Counterparty][Cap Provider] in installments made on each
following Distribution Date until paid in full in accordance with the order of priority specified
in Section 5.06 of the Sale and Servicing Agreement. To the extent that the [Swap][Cap]
Replacement Proceeds exceed any such [Swap][Cap] Termination Payments (or if there are no
[Swap][Cap] Termination Payments due to the [Swap Counterparty][Cap Provider]), the [Swap][Cap]
Replacement Proceeds in excess of such [Swap][Cap] Termination Payments, if any, shall be included
in Available Amounts and allocated and applied in accordance with the order of priority specified
in Section 5.06 of the Sale and Servicing Agreement on the following Distribution Date.]



ARTICLE III

Covenants, Representations and Warranties




     SECTION 3.01 Payment of Principal and Interest. In accordance with the terms of this
Indenture, the Issuer will duly and punctually (i) pay the principal of and interest, if any, on
the Notes in accordance with the terms of the Notes and this Indenture and (ii) cause the Servicer
to direct the Indenture Trustee to release from the Collection Account all other amounts
distributable or payable from the Owner Trust Estate under the Trust Agreement, the Sale and
Servicing Agreement and the Administration Agreement. Without limiting the foregoing and in order
to fulfill such obligations, pursuant to Sections 8.02 and 8.03 hereof, the Issuer will cause the
Servicer to direct the Indenture Trustee to apply all amounts on deposit in the Collection Account,
the Reserve Account [and the Yield Supplement Account] on a Distribution Date deposited therein
pursuant to the Sale and Servicing Agreement (i) (a) for the benefit of the Class A-1 Notes, to the
Class A-1 Noteholders, (b) for the benefit of the Class A-2 Notes, to the Class A-2 Noteholders,
(c) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (d) for the benefit of
the Class A-4 Notes, to the Class A-4 Noteholders[, and (e) for the benefit of the [Swap
Counterparty][Cap Provider], to the [Swap Counterparty][Cap Provider]], and (ii) for the benefit of
the Certificateholders, to or as directed by the Owner Trustee or the Administrator, as set forth
in Section 5.06, 5.07 [and 5.08] of the Sale and Servicing Agreement. Amounts properly withheld
under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be
considered as having been paid by the Issuer to such Noteholder for all purposes of this Indenture.



     SECTION 3.02 Maintenance of Office or Agency. The Issuer will maintain in the
Borough of Manhattan, The City of New York, an office or agency where Notes may be surrendered for
registration of transfer or exchange, and where notices and demands to or upon the Issuer in
respect of the Notes and this Indenture may be served. The Issuer hereby initially appoints the
Indenture Trustee to serve as its agent for the foregoing purposes. The Issuer will give prompt
written notice to the Indenture Trustee of the location, and of any change in the



22









 







location, of any
such office or agency. If at any time the Issuer shall fail to maintain any such office or agency
or shall fail to furnish the Indenture Trustee with the address thereof, such surrenders, notices
and demands may be made or served at the Corporate Trust Office, and the Issuer hereby appoints the
Indenture Trustee as its agent to receive all such surrenders, notices and demands.



     SECTION 3.03 Money for Payments To Be Held in Trust. As provided in Sections 8.02
and 8.03, all payments of amounts due and payable with respect to any Notes [or to the [Swap
Counterparty][Cap Provider]] that are to be made from amounts withdrawn from the Collection Account
or the Reserve Account[, the Yield Supplement Account or, as applicable, the [Swap][Cap]
Termination Payment Account, if any,] pursuant to Sections 8.02 and 8.03 shall be made on behalf of
the Issuer by the Indenture Trustee or by the Paying Agent, and no amounts so withdrawn from such
accounts for payments of Notes [or to the [Swap Counterparty][Cap Provider], as the case may be,]
shall be paid over to the Issuer, the Owner Trustee or the Administrator except as provided in this
Section.



     On or before each Distribution Date, the Issuer shall deposit in the Collection Account or, in
accordance with the Sale and Servicing Agreement, cause to be deposited (including the provision of
instructions to the Indenture Trustee to make any required withdrawals from the Reserve Account[,
the Yield Supplement Account or the [Swap][Cap] Termination Payment Account, if any,] and to
deposit such amounts in the Collection Account) an aggregate sum sufficient to pay the amounts then
becoming due under the Notes, the Certificates[, and the Interest Rate [Swap][Cap] Agreement(s)],
such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the
Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or
failure so to act.



     The Indenture Trustee, as Paying Agent, hereby agrees with the Issuer that it will, and the
Issuer will cause each Paying Agent other than the Indenture Trustee, as a condition to its
acceptance of its appointment as Paying Agent, to execute and deliver to the Indenture Trustee an
instrument in which such Paying Agent shall agree with the Indenture Trustee, subject to the
provisions of this Section, that such Paying Agent will:



     (a) hold all sums held by it for the payment of amounts due with respect to the Notes[, the
Certificates or under the Interest Rate [Swap][Cap] Agreement(s)] or for release to the Issuer for
payment on the Certificates in trust for the benefit of the Persons entitled thereto until such
sums shall be paid to such Persons or otherwise disposed of as herein provided and pay or release
such sums to such Persons as herein provided;



     (b) give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon
the Notes) of which it has actual knowledge in the making of any payment required to be
made with respect to the Notes [or under the Interest Rate [Swap][Cap] Agreement(s)] or the
release of any amounts to the Issuer to be paid to the Certificateholders;



     (c) at any time during the continuance of any such default, upon the written request of the
Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying
Agent;




23











 





     (d) immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all
sums held by it in trust for the payment of Notes [or under the Interest Rate [Swap][Cap]
Agreement(s)] (or for release to the Issuer) if at any time it ceases to meet the standards
required to be met by a Paying Agent at the time of its appointment; and



     (e) comply with all requirements of the Code with respect to the withholding from any payments
made by it on any Notes [or Certificates] (or assisting the Issuer to withhold from payment to the
Certificateholders) [or under the Interest Rate [Swap][Cap] Agreement(s)] of any applicable
withholding taxes imposed thereon and with respect to any applicable reporting requirements in
connection therewith.



     The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture or for any other purpose, by Issuer Order direct any Paying Agent to pay to the
Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the
Indenture Trustee upon the same trusts as those upon which the sums were held by such Paying Agent;
and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be
released from all further liability with respect to such money.



     Subject to applicable laws with respect to escheat of funds, any money held by the Indenture
Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Note and
remaining unclaimed after such amount has become due and payable and after the Indenture Trustee
has taken the steps described in this paragraph shall be discharged from such trust and be paid to
Second Harvest Food Bank of Tennessee upon presentation thereto of an Issuer Request; and the
Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for
payment thereof, and all liability of the Indenture Trustee or such Paying Agent with respect to
such trust money shall thereupon cease. In the event that any Noteholder shall not surrender its
Notes for retirement within six months after the date specified in the written notice of final
payment described in Section 2.07, the Indenture Trustee will give a second written notice to the
registered Noteholders that have not surrendered their Notes for final payment and retirement. If
within one year after such second notice any Notes have not been surrendered, the Indenture Trustee
shall, at the expense and direction of the Issuer, cause to be published once, in a newspaper
published in the English language, customarily published on each Business Day and of general
circulation in The City of New York, notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of such publication, any
unclaimed balance of such money then remaining will be paid to Second Harvest Food Bank of Middle
Tennessee. The Indenture Trustee shall also adopt and employ, at the expense and direction of the
Issuer, any other reasonable means of notification of such repayment specified by the Issuer or the
Administrator.



     SECTION 3.04 Existence. The Issuer will keep in full effect its existence, rights
and franchises as a statutory trust under the laws of the State of Delaware (unless it becomes, or
any successor Issuer hereunder is or becomes, organized under the laws of any other State or of the
United States of America, in which case the Issuer will keep in full effect its existence, rights
and franchises under the laws of such other jurisdiction) and will obtain and preserve its
qualification to do business in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this Indenture, the Notes, the Collateral
and each other instrument or agreement included in the Trust Estate or the Owner Trust Estate.



24









 





     SECTION 3.05 Protection of Trust Estate. The Issuer will from time to time execute
and deliver all such supplements and amendments hereto and all such financing statements,
continuation statements, instruments of further assurance and other instruments, and will take such
other action necessary or advisable to:



     (a) maintain or preserve the lien and security interest (and the priority thereof) of this
Indenture or carry out more effectively the purposes hereof;



     (b) perfect, publish notice of or protect the validity of any Grant made or to be made by this
Indenture;



     (c) enforce any of the Collateral [(including all rights under the Interest Rate [Swap][Cap]
Agreement(s)]; or



     (d) preserve and defend title to the Trust Estate and the rights of the Indenture Trustee, the
Noteholders [and the [Swap Counterparty][Cap Provider]] in such Trust Estate against the claims of
all persons and parties.



     The Issuer hereby designates the Indenture Trustee its agent and attorney-in-fact to execute
any financing statement, continuation statement or other instrument required to be executed
pursuant to this Section 3.05.



     SECTION 3.06 Opinions as to Trust Estate.



     (a) On the Closing Date, the Issuer shall furnish or cause to be furnished to the Indenture
Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has
been taken with respect to the execution, recording and filing of this Indenture, any indentures
supplemental hereto, any requisite financing statements and continuation statements and any other
requisite documents necessary to perfect and make effective the lien and security interest of this
Indenture or stating that, in the opinion of such counsel, no such action is necessary to make such
lien and security interest effective.



     (b) As and when specified in Section 10.02(h) of the Sale and Servicing Agreement, the Issuer
shall furnish or cause to be furnished to the Indenture Trustee an Opinion of Counsel either
stating that, in the opinion of such counsel, such action has been taken with respect to the
execution, recording, filing or re-recording and refiling of this Indenture, any indentures
supplemental hereto, any financing statements and continuation statements and any other requisite
documents necessary to maintain the lien and security interest created by this Indenture or stating
that in the opinion of such counsel no such action is necessary to maintain such lien and security
interest. Such Opinion of Counsel shall also describe the execution, recording, filing or
re-recording and refiling of this Indenture, any indentures supplemental hereto, any financing
statements and continuation statements and any other documents that will, in the opinion of such
counsel, be required to maintain the lien and security interest of this Indenture until the date in
the following calendar year on which such Opinion of Counsel must again be delivered.



     SECTION 3.07 Performance of Obligations; Servicing of Receivables.



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     (a) The Issuer will not take any action and will use its best efforts not to permit any action
to be taken by others that would release any Person from any of such Person’s material covenants or
obligations under any instrument or agreement included in the Trust Estate or that would result in
the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or
effectiveness of, any such instrument or agreement, except as expressly provided in the Basic
Documents.



     (b) The Issuer may contract with other Persons to assist it in performing its duties under
this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee
in an Officer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer.
Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer
in performing its duties under this Indenture.



     (c) The Issuer will punctually perform and observe all of its obligations and agreements
contained in the Basic Documents and in the instruments and agreements included in the Trust
Estate, including but not limited to filing or causing to be filed all UCC financing statements and
continuation statements required to be filed by the terms of the Trust Agreement, this Indenture
and the Sale and Servicing Agreement in accordance with and within the time periods provided for
herein and therein.



     (d) If an Authorized Officer of the Issuer shall have knowledge of the occurrence of a
Servicer Default under the Sale and Servicing Agreement, the Issuer shall promptly notify the
Indenture Trustee and the Rating Agencies thereof, and shall specify in such notice the action, if
any, the Issuer is taking with respect of such default. If a Servicer Default shall arise from the
failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing
Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to
it to remedy such failure.



     (e) As promptly as possible after the giving of notice of termination to the Servicer of the
Servicer’s rights and powers pursuant to Section 8.01 of the Sale and Servicing Agreement, the
Indenture Trustee shall appoint a successor servicer (the “Successor Servicer”), and such Successor
Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture
Trustee. In the event that a Successor Servicer has not been appointed and accepted its
appointment as set forth in Section 8.02 of the Sale and Servicing Agreement, the Indenture Trustee
without further action shall automatically be appointed the Successor Servicer and shall thereafter
be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if
it shall be legally unable so to act, appoint or petition a court of competent jurisdiction to
appoint, and the predecessor Servicer, if no successor Servicer has been appointed at the time the
predecessor Servicer has ceased to act, may petition a court of competent jurisdiction to appoint,
any established institution having a net worth of not less than $100,000,000 and whose regular
business shall include the servicing of automobile and/or light-duty truck receivables, as the
successor to the Servicer under the Sale and Servicing Agreement. Upon such appointment, the
Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer,
such release effective upon the effective date of the servicing agreement entered into between the
Successor Servicer and the Issuer.



26









 





     In connection with any such appointment, the Indenture Trustee may make such arrangements for
the compensation of such successor as it and such Successor Servicer shall agree, subject to the
limitations set forth below and in the Sale and Servicing Agreement, and in accordance with Section
8.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such
Successor Servicer for the servicing of the Receivables (such agreement to be in form and substance
satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s
duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity
and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof
shall be inapplicable to the Indenture Trustee in its duties as Successor Servicer and the
servicing of the Receivables. In case the Indenture Trustee shall become the Successor Servicer,
the Indenture Trustee shall be entitled to appoint as a subservicer any one of its Affiliates,
provided that the Indenture Trustee, in its capacity as Successor Servicer, shall remain
fully liable for the actions and omissions of such Affiliate.



     (f) Upon any termination of the Servicer’s rights and powers pursuant to the Sale and
Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee. As soon as a
Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee of such appointment,
specifying in such notice the name and address of such Successor Servicer.



     (g) Without derogating from the absolute nature of the assignment granted to the Indenture
Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees
(i) that it will not, without the prior written consent of the Indenture Trustee and the Holders of
a majority in Outstanding Amount of the Notes, voting as a single class (excluding for such
purposes the outstanding principal amount of any Notes held of record or beneficially owned by
NMAC, NARC II or any of their Affiliates, unless at such time all of the Notes are held of record
or beneficially owned by NARC II, NMAC or any of their Affiliates), amend, modify, waive,
supplement, terminate or surrender, or agree to any amendment, modification, waiver, supplement,
termination or surrender of, the terms of any Collateral (except to the extent otherwise provided
in the Sale and Servicing Agreement) or the Basic Documents, or waive timely performance or
observance by the Servicer or the Seller under the Sale and Servicing Agreement; and (ii) that any
such amendment shall not (A) increase or reduce in any manner the amount of, or accelerate or delay
the timing of, collections of payments on the Receivables or distributions that are required to be
made for the benefit of the Noteholders or change the Interest Rate or the Specified Reserve
Account Balance (except as otherwise provided in the Basic Documents), in each case without the
consent of each of the “adversely affected” Noteholders or (B) reduce the aforesaid percentage of
the Notes that is required to consent to any such amendment, without the consent of the Holders of
all the outstanding Notes. If any such amendment, modification, supplement or waiver shall be so
consented to by the Indenture Trustee or such Holders, the Issuer agrees, promptly following a
request by the Indenture Trustee to agree to such amendment and to execute and deliver, in its own
name and at its own expense, such agreements, instruments, consents and other documents as the
Indenture Trustee may deem necessary or appropriate in the circumstances to implement such
amendment and to cause the relevant Basic Documents, as amended, to be enforceable against the
Issuer. For the purposes of clause (ii) above, an amendment will be deemed not to “adversely
affect” a Noteholder of any Class, only if the Rating Agency Condition with respect to such
amendment is satisfied. [Notwithstanding the foregoing, the Issuer may not amend any Basic
Document in any way that
would materially and adversely affect the rights of the [Swap Counterparty][Cap Provider]



27









 







without notice to the Rating Agencies and the consent of the [Swap Counterparty][Cap Provider];
provided that the [Swap Counterparty’s][Cap Provider’s] consent to any such amendment shall not be
unreasonably withheld, and provided, further that the [Swap Counterparty’s][Cap Provider’s] consent
will be deemed to have been given if the [Swap Counterparty][Cap Provider] does not object in
writing within 10 days of receipt of a written request for such consent.]



     SECTION 3.08 Negative Covenants. So long as any Notes are Outstanding, the Issuer
shall not:



     (a) except as expressly permitted by Basic Documents, sell, transfer, exchange or otherwise
dispose of any of the properties or assets of the Issuer, including those included in the Trust
Estate, unless directed to do so by the Indenture Trustee;



     (b) claim any credit on, or make any deduction from the principal or interest payable in
respect of, the Notes [or the payments payable to the [Swap Counterparty][Cap Provider]] (other
than amounts properly withheld from such payments under the Code) or assert any claim against any
present or former Noteholder [or the [Swap Counterparty][Cap Provider]] by reason of the payment of
the taxes levied or assessed upon any part of the Trust Estate;



     (c) except as may be expressly permitted hereby, (A) permit the validity or effectiveness of
this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated,
subordinated, terminated or discharged, or permit any Person to be released from any covenants or
obligations with respect to the Notes under this Indenture, (B) permit any lien, charge, excise,
claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to
be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof
or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other
liens that arise by operation of law, in each case on any of the Financed Vehicles and arising
solely as a result of an action or omission of the related Obligor), (C) permit the lien of this
Indenture not to constitute a valid first priority (other than with respect to any such tax,
mechanics’ or other lien) security interest in the Trust Estate, or (D) dissolve or liquidate in
whole or in part; or



     (d) assume or incur any indebtedness other than the Notes or as expressly contemplated by this
Indenture (in connection with the obligation to reimburse Advances from the Trust Estate, or to pay
expenses from the Trust Estate) or by the Basic Documents as in effect on the date hereof.



     SECTION 3.09 Annual Statement as to Compliance. The Issuer will cause the Servicer
to deliver to the Indenture Trustee [and the [Swap Counterparty][Cap Provider]] concurrently with
its delivery thereof to the Issuer the annual statement of compliance described in Section 4.09 of
the Sale and Servicing Agreement. In addition, on the same date annually upon which such annual
statement of compliance is to be delivered by the Servicer, the Issuer shall deliver to the
Indenture Trustee an Officer’s Certificate stating, as to the Authorized Officer signing such
Officer’s Certificate, that:



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     (a) a review of the activities of the Issuer during such year and of its performance under
this Indenture has been made under such Authorized Officer’s supervision; and



     (b) to the best of such Authorized Officer’s knowledge, based on such review, the Issuer has
complied with all conditions and covenants under this Indenture throughout such year, or, if there
has been a default in its compliance with any such condition or covenant, specifying each such
default known to such Authorized Officer and the nature and status thereof.



     SECTION 3.10 Issuer May Consolidate, etc., Only on Certain Terms.



     (a) The Issuer shall not consolidate or merge with or into any other Person, unless:




     (1) the Person (if other than the Issuer) formed by or surviving such consolidation or
merger shall be a Person organized and existing under the laws of the United States of
America or any State or the District of Columbia and shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory
to the Indenture Trustee, the duty to make due and punctual payment of the principal of and
interest on all Notes and the performance or observance of every agreement and covenant of
this Indenture on the part of the Issuer to be performed or observed, all as provided
herein;




     (2) immediately after giving effect to such transaction, no Default or Event of Default
shall have occurred and be continuing;




     (3) the Rating Agency Condition has been satisfied with respect to such transaction;




     (4) the Issuer shall have received an Opinion of Counsel (and shall have delivered
copies thereof to the Indenture Trustee) to the effect that such transaction will not have
any material adverse tax consequence to the Issuer, [the [Swap Counterparty][Cap Provider],]
any Noteholder or any Certificateholder;




     (5) any action that is necessary to maintain each lien and security interest created by
the Trust Agreement, the Sale and Servicing Agreement or this Indenture shall have been
taken; and




     (6) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate
and an Opinion of Counsel each stating that such consolidation or merger and any related
supplemental indenture complies with this Article III and that all conditions precedent
provided in this Indenture relating to such transaction have been complied with (including
any filing required by the Exchange Act).



     (b) The Issuer shall not convey or transfer any of its properties or assets, including those
included in the Trust Estate, to any Person, unless:




     (1) the Person that acquires by conveyance or transfer such properties and assets of
the Issuer shall (A) be a United States citizen or a Person organized and existing under the
laws of the United States of America or any state or the District of Columbia,



29









 






(B) expressly assume, by an indenture supplemental hereto, executed and delivered to
the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due
and punctual payment of the principal of and interest on all Notes and the performance or
observance of every agreement and covenant of this Indenture on the part of the Issuer to be
performed or observed, all as provided herein, (C) expressly agrees by means of such
supplemental indenture that all right, title and interest so conveyed or transferred shall
be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise
provided in such supplemental indenture, expressly agrees to indemnify, defend and hold
harmless the Issuer, the Owner Trustee and the Indenture Trustee against and from any loss,
liability or expense arising under or related to this Indenture and the Notes, and (E)
expressly agrees by means of such supplemental indenture that such Person (or if a group of
Persons, then one specified Person) shall make all filings that counsel satisfactory to such
purchaser or transferee and the Indenture Trustee determines must be made with (1) the
Commission (and any other appropriate Person) required by the Exchange Act or the
appropriate authorities in any state in which the Notes have been sold pursuant to any
qualification or exemption under the securities or “blue sky” laws of such state, in
connection with the Notes or (2) the Internal Revenue Service or the relevant state or local
taxing authorities of any jurisdiction;




     (2) immediately after giving effect to such transaction, no Default or Event of Default
shall have occurred and be continuing;




     (3) the Rating Agency Condition has been satisfied with respect to such transaction;




     (4) the Issuer shall have received an Opinion of Counsel (and shall have delivered
copies thereof to the Indenture Trustee) to the effect that such transaction will not have
any material adverse tax consequence to the Issuer, [the [Swap Counterparty][Cap Provider],]
any Noteholder or any Certificateholder;




     (5) any action that is necessary to maintain each lien and security interest created by
the Trust Agreement, the Sale and Servicing Agreement or this Indenture shall have been
taken; and




     (6) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate
and an Opinion of Counsel each stating that such conveyance or transfer and such
supplemental indenture comply with this Article III and that all conditions precedent herein
provided for relating to such transaction have been complied with (including any filing
required by the Exchange Act).



     SECTION 3.11 Successor or Transferee.



     (a) Upon any consolidation or merger of the Issuer in accordance with Section 3.10(a), the
Person formed by or surviving such consolidation or merger (if other than the Issuer) shall succeed
to, and be substituted for, and may exercise every right and power of, the Issuer under this
Indenture with the same effect as if such Person had been named as the Issuer herein.



30









 





     (b) Upon a conveyance or transfer of all the assets and properties of the Issuer pursuant to
Section 3.10(b), Nissan Auto Receivables 20[     ]-[     ] Owner Trust will be released from every
covenant and agreement of this Indenture to be observed or performed on the part of the Issuer with
respect to the Notes and the Certificates immediately upon the delivery of written notice to the
Indenture Trustee stating that Nissan Auto Receivables 20[     ]-[     ] Owner Trust is to be so
released.



     SECTION 3.12 No Other Business. Unless and until the Issuer shall have been released
from its duties and obligations hereunder, the Issuer shall not engage in any business other than
financing, purchasing, owning, selling and managing the Receivables in the manner contemplated by
the Basic Documents and activities incidental thereto.



     SECTION 3.13 No Borrowing. Unless and until the Issuer shall have been released from
its duties and obligations hereunder, the Issuer shall not issue, incur, assume, guarantee or
otherwise become liable, directly or indirectly, for any indebtedness except for the Notes or other
obligations permitted hereunder (including the obligation to reimburse Advances or certain expenses
of the Servicer) or under another Basic Document (including indemnification expenses of the Issuer
and certain fees and expenses of the Administrator).



     SECTION 3.14 Servicer’s Notice Obligations. The Issuer shall cause the Servicer to
comply with all of its duties and obligations with respect to the preparation of reports, the
delivery of Officer’s Certificates and Opinions of Counsel and the giving of instructions and
notices under the Sale and Servicing Agreement (including, but not limited to, under Sections 4.08,
4.09, 4.11, 4.13, 5.09 and Article IX thereof).



     SECTION 3.15 Guarantees, Loans, Advances and Other Liabilities. Unless and until the
Issuer shall have been released from its duties and obligations hereunder, except as contemplated
by the Sale and Servicing Agreement, this Indenture, or the other Basic Documents, the Issuer shall
not make any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument
having the effect of assuring another’s payment or performance on any obligation or capability of
so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in
connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire
(or agree contingently to do so) any stock, obligations, assets or securities of, or any other
interest in, or make any capital contribution to, any other Person.



     SECTION 3.16 Capital Expenditures. Unless and until the Issuer shall have been
released from its duties and obligations hereunder, the Issuer shall not make any expenditure (by
long-term or operating lease or otherwise) for capital assets (either realty or personalty).



     SECTION 3.17 Removal of Administrator. So long as any Notes are Outstanding, the
Issuer shall not remove the Administrator without cause unless so instructed by the Owner Trustee
or the Indenture Trustee and unless the Rating Agency Condition with respect to such removal has
been satisfied.



     SECTION 3.18 Restricted Payments. The Issuer shall not, directly or indirectly, (i)
pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash,
property, securities or a combination thereof, to the Servicer, the Owner Trustee[, the [Swap



31









 




Counterparty][Cap Provider]] or any Certificateholder or otherwise with respect to any
ownership or equity interest or security in or of the Issuer, (ii) redeem, purchase, retire or
otherwise acquire for value any such ownership or equity interest or security or (iii) set aside or
otherwise segregate any amounts for any such purpose; provided, however, that the
Issuer may make, or cause to be made, (x) distributions to the Servicer, the Owner Trustee[, the
[Swap Counterparty][Cap Provider]] and the Certificateholders as contemplated by, and to the extent
funds are available for such purpose under, the Sale and Servicing Agreement, the Trust Agreement
[or an Interest Rate [Swap][Cap] Agreement], and (y) payments to the Owner Trustee or the Indenture
Trustee pursuant to the Administration Agreement. The Issuer will not, directly or indirectly,
make payments to or distributions from the Collection Account except in accordance with the Basic
Documents.




     SECTION 3.19 Notice of Events of Default. The Issuer shall give the Indenture
Trustee[, the [Swap Counterparty][Cap Provider]] and each Rating Agency prompt written notice of
each Event of Default hereunder, each default on the part of the Servicer or the Seller of its
obligations under the Sale and Servicing Agreement (including any Servicer Defaults) and each
default on the part of NMAC of its obligations under the Purchase Agreement [and each [Swap][Cap]
Event of Default under the Interest Rate [Swap][Cap] Agreement(s). In addition, on (i) any
Distribution Date on which the Issuer has not received from the [Swap Counterparty][Cap Provider]
any amount due from the [Swap Counterparty][Cap Provider] on such Distribution Date, (ii) the
Business Day following any such Distribution Date if the Issuer has not yet received such amount
due from the [Swap Counterparty][Cap Provider] or (iii) the Business Day on which such failure to
pay by the [Swap Counterparty][Cap Provider] becomes a [Swap][Cap] Event of Default under any
Interest Rate [Swap][Cap] Agreement, the Issuer shall give prompt notice thereof to the [Swap
Counterparty][Cap Provider], the Indenture Trustee and each Rating Agency].



     The Indenture Trustee shall notify each Noteholder of record [and the [Swap Counterparty][Cap
Provider]] in writing of any Event of Default promptly upon a Responsible Officer obtaining actual
knowledge thereof. Such notices will be provided in accordance with Section 2.11.



     SECTION 3.20 Further Instruments and Actions. Upon request of the Indenture Trustee,
the Issuer will execute and deliver such further instruments and do such further acts as may be
reasonably necessary or proper to carry out more effectively the purpose of this Indenture.



     SECTION 3.21 Representations and Warranties. The Issuer makes the following
representations and warranties. Such representations and warranties speak as of the execution and
delivery of this Indenture and as of the Closing Date, but shall survive the Closing Date.
Notwithstanding anything to the contrary, the Indenture Trustee shall not waive any breach of
representations or warranties in this Section 3.21 without the written consent of at least a
majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such
purposes the outstanding principal amount of any Notes held of record or beneficially owned by
NMAC, NARC II or any of their Affiliates, unless at such time all of the Notes are held of record
or beneficially owned by NMAC, NARC II or any of their Affiliates).



32









 





     (a) This Indenture creates a valid and continuing security interest (as defined in the
applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is
prior to all other Liens, and is enforceable as such as against creditors of any purchasers from
the Issuer.



     (b) The Issuer has taken all steps necessary to perfect its security interest against the
Obligor in the property securing the Receivables.



     (c) The Collateral constitutes “tangible chattel paper” or “electronic chattel paper” within
the meaning of the applicable UCC, or, in the case of Receivables that were originated as
“electronic chattel paper” and modified via tangible “records,” as such term is used in the UCC,
constitutes a combination of electronic “records” and tangible “records,” as such term is used in
the UCC (such Receivables consisting of a combination of electronic “records” and tangible
“records” are herein called “Hybrid Chattel Paper”).



     (d) The Issuer owns and has good and marketable title to the Collateral free and clear of any
Lien, claim or encumbrance of any Person.



     (e) The Issuer has caused or will have caused, within ten days, the filing of all appropriate
financing statements in the proper filing office in the appropriate jurisdictions under applicable
law in order to perfect the security interest in the Collateral granted to the Indenture Trustee
hereunder.



     (f) Other than the security interest granted to the Indenture Trustee pursuant to this
Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise
conveyed any of the Collateral. The Issuer has not authorized the filing of and is not aware of
any financing statements against the Issuer that includes a description of collateral covering the
Collateral other than any financing statement relating to the security interest granted to the
Indenture Trustee hereunder or a financing statement as to which the security interest covering the
Receivables has been released. The Issuer is not aware of any judgment or tax lien filings against
the Issuer.



     (g) The Servicer, as an agent of the Issuer, and to the extent allowed by law, has in its
possession all originals or authoritative copies of the tangible records constituting or forming a
part of the Collateral. The Servicer shall at all times maintain control, as defined in Section
9-105 of the UCC, of all electronic chattel paper and all electronic records included in the Hybrid
Chattel Paper. The Receivable Files that constitute or evidence the Collateral do not have any
marks or notations indicating that they have been pledged, assigned or otherwise conveyed by the
Issuer to any Person other than the Indenture Trustee. All financing statements filed or to be
filed against the Issuer in favor of the Indenture Trustee in connection herewith describing the
Collateral contain a statement to the following effect: “A purchase of or security interest in any
collateral described in this financing statement, except as permitted in the Indenture, will
violate the rights of the Indenture Trustee.”



     SECTION 3.22 Regulation AB Representations, Warranties and Covenants. So long as the
Seller is required to file any reports with respect to the Issuer under the Exchange Act, the
Issuer and the Indenture Trustee each agree to perform all duties and obligations applicable to or



33









 




required of the Issuer and the Indenture Trustee, as applicable, set forth in Appendix A to
the Sale and Servicing Agreement and each makes the covenants and agreements therein applicable to
it.




ARTICLE IV

Satisfaction and Discharge




     SECTION 4.01 Satisfaction and Discharge of Indenture. This Indenture shall cease to
be of further effect with respect to the Notes except as to (i) rights of registration of transfer
and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of
Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03,
3.04, 3.05, 3.08, 3.10, 3.12 and 3.13, (v) the rights, obligations and immunities of the Indenture
Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the
obligations of the Indenture Trustee under Sections 3.03 and 4.02), and (vi) the rights of the
Noteholders and the Certificateholders as beneficiaries hereof with respect to the property so
deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on
demand of and at the expense of the Issuer, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture with respect to the Notes, when:



     (a) either (1) all Notes theretofore authenticated and delivered (other than Notes that have
been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.05 and
Notes for whose payment money has theretofore been deposited in trust or segregated and held in
trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided
in Section 3.03) have been delivered to the Indenture Trustee for cancellation or (2) all Notes not
theretofore delivered to the Indenture Trustee for cancellation have become due and payable or will
become due and payable within one year (either because the Final Scheduled Distribution Date for
the Class A-4 Notes is within one year or because the Indenture Trustee has received notice of the
exercise of the option granted pursuant to Section 9.01 of the Sale and Servicing Agreement) and
the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture
Trustee cash or direct obligations of or obligations guaranteed by the United States of America
(which will mature prior to the date such amounts are payable), in trust for such purpose, in an
amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore
delivered to the Indenture Trustee for cancellation when due;



     (b) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer[,
including, without limitation, all amounts owed to the [Swap Counterparty][Cap Provider], including
all [Swap][Cap] Termination Payments]; and



     (c) the Issuer has delivered to the Indenture Trustee, an Officer’s Certificate, (if required
by the TIA or the Indenture Trustee) an Opinion of Counsel and (if required by the TIA or the
Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each
meeting the applicable requirements of Section 11.01 and, subject to Section 11.02, each stating
that all conditions precedent herein provided for relating to the satisfaction and discharge of
this Indenture have been complied with.



     SECTION 4.02 Application of Trust Money. All moneys deposited with the Indenture
Trustee pursuant to Section 4.01 hereof shall be held in trust and (a) applied by it in accordance



34









 




with the provisions of the Notes and this Indenture to the payment, either directly or through
any Paying Agent, as the Indenture Trustee may determine, [to the [Swap Counterparty][Cap Provider]
and] to the Holders of the particular Notes for the payment of which such moneys have been
deposited with the Indenture Trustee, of all sums due and to become due thereon for principal and
interest or (b) released to the Owner Trustee for application pursuant to the Trust Agreement or
the Sale and Servicing Agreement; but such moneys need not be segregated from other funds except to
the extent required herein or in the Sale and Servicing Agreement or required by law.




     SECTION 4.03 Repayment of Moneys Held by Paying Agent. In connection with the
satisfaction and discharge of this Indenture with respect to the Notes, all moneys then held by any
Paying Agent other than the Indenture Trustee under the provisions of this Indenture with respect
to such Notes shall, upon demand of the Issuer, be paid to the Indenture Trustee to be held and
applied according to Section 3.03 or 4.02 and thereupon such Paying Agent shall be released from
all further liability with respect to such moneys.



ARTICLE V

Remedies




     SECTION 5.01 Events of Default. “Event of Default,” wherever used herein, means any
one of the following events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or
order of any court or any order, rule or regulation of any administrative or governmental body):



     (a) default in the payment of any interest on any Note when the same becomes due and payable,
and such default shall continue for a period of five days;



     (b) default in the payment of the principal on the Note Final Scheduled Distribution Date or
the Distribution Date on which the Servicer exercises the Optional Purchase;



     (c) default in the observance or performance of any covenant or agreement of the Issuer made
in this Indenture (other than a covenant or agreement, a default in the observance or performance
of which is elsewhere in this Section specifically dealt with) which shall continue or not be cured
for a period of 90 days after there shall have been given, by registered or certified mail, to the
Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by the Holders of at
least 25% of the Outstanding Amount of the Notes, acting together as a single class, a written
notice specifying such default or incorrect representation or warranty and requiring it to be
remedied and stating that such notice is a notice of Default hereunder;



     (d) any representation or warranty of the Issuer made in this Indenture or in any certificate
or other writing delivered pursuant hereto or in connection herewith shall prove to have been
incorrect in any material respect as of the time when the same shall have been made, and such
default shall continue or not be cured, or the circumstance or condition in respect of which such
misrepresentation or warranty was incorrect shall not have been eliminated or otherwise cured, for
a period of 30 days after there shall have been given, by registered or certified mail, to the
Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by



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the Holders of at least 25% of the Outstanding Amount of the Notes, acting together as a
single Class, a written notice specifying such default or incorrect representation or warranty and
requiring it to be remedied and stating that such notice is a notice of Default hereunder;




     (e) the filing of a petition seeking entry of a decree or order for relief by a court having
jurisdiction in the premises in respect of the Issuer or any substantial part of the Trust Estate
in an involuntary case under any applicable federal or state bankruptcy, insolvency or other
similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust
Estate, or ordering the winding-up or liquidation of the Issuer’s affairs, and such petition shall
remain unstayed and in effect for a period of 90 consecutive days; or



     (f) the commencement by the Issuer of a voluntary case under any applicable federal or state
bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the
Issuer to the entry of an order for relief in an involuntary case under any such law, or the
consent by the Issuer to the appointment or taking possession by a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of
the Trust Estate, or the making by the Issuer of any general assignment for the benefit of
creditors, or the failure by the Issuer generally to pay its debts as such debts become due, or the
taking of any action by the Issuer in furtherance of any of the foregoing.



     The Issuer shall deliver to the Indenture Trustee, within five Business Days after the
occurrence thereof, written notice in the form of an Officer’s Certificate of any Default that with
the giving of notice or the lapse of time would become an Event of Default under clause (d) stating
the status of such Default and any action the Issuer is taking or proposes to take with respect
thereto.



     SECTION 5.02 Acceleration of Maturity; Rescission and Annulment. If an Event of
Default should occur and be continuing, then and in every such case the Indenture Trustee or the
Holders of a majority of the Outstanding Amount of the Notes, voting as a single class (excluding
for such purposes the outstanding principal amount of any Notes held of record or beneficially
owned by NMAC, NARC II or any of their Affiliates, unless at such time all of the Notes are held of
record or beneficially owned by NARC II, NMAC or any of their Affiliates) may declare all the Notes
to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture
Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount of such
Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall
become immediately due and payable.



     At any time after such declaration of acceleration of maturity has been made and before a
judgment or decree for payment of the money due has been obtained by the Indenture Trustee as
hereinafter in this Article V provided, the Holders of a majority of the Outstanding Amount of the
Notes, voting as a single class (excluding for such purposes the outstanding principal amount of
any Notes held of record or beneficially owned by NMAC, NARC II or any of their Affiliates, unless
at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of
their Affiliates), by written notice to the Issuer and the Indenture Trustee, may rescind and annul
such declaration and its consequences if:



36









 





     (a) the Issuer has paid or deposited with the Securities Intermediary in the name of the
Indenture Trustee a sum sufficient to pay:




     (1) all payments of principal of and interest on the Notes and all other amounts that
would then be due hereunder or upon such Notes if the Event of Default giving rise to such
acceleration had not occurred;




     (2) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable
compensation, expenses, disbursements and advances of the Indenture Trustee and its agents
and counsel[; and]




     (3) [[any Net Swap Payments and] any [Swap][Cap] Termination Payments then due and
payable to the [Swap Counterparty][Cap Provider] under an Interest Rate [Swap][Cap]
Agreement.]



     (b) all Events of Default, other than the nonpayment of the principal of the Notes that has
become due solely by such acceleration, have been cured or waived as provided in Section 5.12.



     No such rescission shall affect any subsequent default or impair any right consequent thereto.



     SECTION 5.03 Collection of Indebtedness and Suits for Enforcement by Indenture
Trustee.



     (a) The Issuer covenants that if (i) default is made in the payment of any interest on any
Note, so long as any amounts remain unpaid with respect to the Notes, when the same becomes due and
payable, and such default continues for a period of five days, or (ii) default is made in the
payment of the principal of or any installment of the principal of any Note when the same becomes
due and payable, the Issuer will, upon demand of the Indenture Trustee, pay to the Indenture
Trustee, for the benefit of the Holders of the Notes, the whole amount then due and payable on the
Notes for principal and interest, with interest upon the overdue principal and, to the extent
payment at such rate of interest shall be legally enforceable, upon overdue installments of
interest at the rate borne by the Notes and in addition thereto such further amount as shall be
sufficient to cover the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.



     (b) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the
Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding
for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or
final decree, and may enforce the same against the Issuer or other obligor upon such Notes and
collect in the manner provided by law out of the property of the Issuer or other obligor upon such
Notes, wherever situated, the moneys adjudged or decreed to be payable.



     (c) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more
particularly provided in Section 5.04, in its discretion, proceed to protect and enforce its rights
and the rights of [the [Swap Counterparty][Cap Provider],] the Noteholders and,
incidentally thereto, the Certificateholders, by such appropriate Proceedings as the Indenture



37









 







Trustee shall deem most effective to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy or legal or equitable right vested in the
Indenture Trustee by this Indenture or by law.



     (d) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes
or any Person having or claiming an ownership interest in the Trust Estate, Proceedings under Title
11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or
other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or taken possession of
the Issuer or its property or such other obligor or Person, or in case of any other comparable
judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or
property of the Issuer or such other obligor, then, irrespective of whether the principal of any
Notes shall then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions
of this Section, the Indenture Trustee shall be entitled and empowered, by intervention in such
Proceedings or otherwise:




     (1) to file and prove a claim or claims for the whole amount of principal and interest
owing and unpaid in respect of the Notes [and the Interest Rate [Swap][Cap] Agreement(s)],
and to file such other papers or documents as may be necessary or advisable in order to have
the claims of the Indenture Trustee (including any claim for reasonable compensation to the
Indenture Trustee and each predecessor Indenture Trustee, and their respective agents,
attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and
all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except
as a result of negligence or bad faith) and of the Noteholders [and the [Swap
Counterparty][Cap Provider]] allowed in such Proceedings;




     (2) unless prohibited by applicable law and regulations, to vote on behalf of the
Holders of Notes in any election of a trustee, a standby trustee or Person performing
similar functions in any such Proceedings;




     (3) to collect and receive any moneys or other property payable or deliverable on any
such claims and to distribute all amounts received with respect to the claims of the
Noteholders[, of the [Swap Counterparty][Cap Provider]] and of the Indenture Trustee on
their behalf; and




     (4) to file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Indenture Trustee or the Holders of Notes
allowed in any judicial proceedings relative to the Issuer, its creditors and its property.



     Any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding
is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee and, in
the event that the Indenture Trustee shall consent to the making of payments
directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be
sufficient



38









 







to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture
Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities
incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee
except as a result of negligence or bad faith.



     (e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize
or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any
Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any
Noteholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in
bankruptcy or similar Person.



     (f) All rights of action and of asserting claims under this Indenture, or under any of the
Notes [or any Interest Rate [Swap][Cap] Agreement], may be enforced by the Indenture Trustee
without the possession of any of the Notes or the production thereof in any trial or other
Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture
Trustee shall be brought in its own name as trustee of an express trust, and any recovery of
judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture
Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for
the ratable benefit of the Holders of the Notes [and the [Swap Counterparty][Cap Provider]].



     (g) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving
the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a
party), the Indenture Trustee shall be held to represent all the Noteholders [or the [Swap
Counterparty][Cap Provider]], and it shall not be necessary to make any Noteholder [or the [Swap
Counterparty][Cap Provider]] a party to any such Proceedings.



     SECTION 5.04 Remedies; Priorities.



     (a) If an Event of Default shall have occurred and be continuing and result in the
acceleration of the Notes, the Indenture Trustee shall make payments on the Notes and to the Owner
Trustee as set forth in Section 5.06(d) of the Sale and Servicing Agreement, rather than pursuant
to Section 5.06(c) thereof.



     (b) If the Indenture Trustee, in compliance with Section 5.04(a), is deemed to have a conflict
of interest under the TIA and is required to resign as Indenture Trustee hereunder, the Issuer
shall, pursuant to Section 6.08, cause the Servicer to appoint a successor Indenture Trustee.



     (c) In accordance with Section 5.04(b), if an Event of Default shall have occurred and be
continuing, the Indenture Trustee may do one or more of the following (subject to Section 5.05):




     (1) institute Proceedings in its own name and as trustee of an express trust for the
collection of all amounts then payable on the Notes or under this Indenture with
respect thereto, whether by declaration or otherwise, enforce any judgment obtained,
and



39









 






collect from the Issuer[, the [Swap Counterparty][Cap Provider]] and any other obligor
upon such Notes moneys adjudged due;




     (2) institute Proceedings from time to time for the complete or partial foreclosure of
this Indenture with respect to the Trust Estate;




     (3) exercise any remedies of a secured party under the UCC and take any other
appropriate action to protect and enforce the rights and remedies of the Indenture Trustee
and the Noteholders [and the [Swap Counterparty][Cap Provider]]; and




     (4) sell the Trust Estate or any portion thereof or rights or interest therein, at one
or more public or private sales called and conducted in any manner permitted by law;
provided, however, that the Indenture Trustee may not sell or otherwise
liquidate the Trust Estate following an Event of Default, other than an Event of Default
described in Section 5.01(a) or (b), unless (A) the Holders of 100% of the Outstanding
Amount of the Notes, voting as a single class, consent thereto (but excluding for purposes
of such vote all Notes held or beneficially owned by NMAC, NARC II or any of their
Affiliates, unless at such time all of the Notes are held or beneficially owned by NMAC,
NARC II and their Affiliates), or (B) the proceeds of such sale or liquidation distributable
to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon
the Notes for principal and interest [and all amounts due to the [Swap Counterparty][Cap
Provider] under each Interest Rate [Swap][Cap] Agreement], or (C) the Indenture Trustee
determines that the Trust Estate may not continue to provide sufficient funds on an ongoing
basis to make all payments of principal of and interest on the Notes as they would have
become due if the Notes had not been declared due and payable, and the Indenture Trustee
obtains the consent of Holders of a 66 2/3% of the Outstanding Amount of the Notes, voting
as a single class (but excluding for purposes of such vote all Notes held or beneficially
owned by NMAC, NARC II or any of their Affiliates, unless at such time all of the Notes are
held or beneficially owned by NMAC, NARC II and their Affiliates). In determining such
sufficiency or insufficiency with respect to clause (B) and (C), the Indenture Trustee may,
but need not, obtain and rely upon an opinion of an Independent investment banking or
accounting firm of national reputation as to the feasibility of such proposed action and as
to the sufficiency of the Trust Estate for such purpose.



     (d) The Indenture Trustee may fix a record date and payment date for any payment to
Noteholders [and the [Swap Counterparty][Cap Provider]] pursuant to this Section. At least 15 days
before such record date, the Issuer shall mail to each Noteholder, the Indenture Trustee [and the
[Swap Counterparty][Cap Provider]] a notice that states the related record date, payment date and
amount to be paid.



     SECTION 5.05 Optional Preservation of the Receivables. If the Notes have been
declared to be due and payable under Section 5.02 following an Event of Default and such
declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may,
unless otherwise directed by the Holders of at least a majority of the Outstanding Amount of the
Notes, voting as a single class (excluding from such action and calculation any Notes held
by NMAC, NARC II or any of their Affiliates, unless at such time all of the Notes are held of



40









 







record or beneficially owned by NARC II, NMAC or any of their Affiliates), but need not, elect to
maintain possession of the Trust Estate and direct the Issuer, Servicer and Administrator not to
take steps to liquidate the Receivables. It is the desire of the parties hereto[, the [Swap
Counterparty][Cap Provider]] and the Noteholders that there be at all times sufficient funds for
the payment of principal of and interest on the Notes [and the [Swap Counterparty][Cap Provider]
under the Interest Rate [Swap][Cap] Agreement(s)], and the Indenture Trustee shall take such desire
into account when determining whether or not to maintain possession of the Trust Estate. In
determining whether to maintain possession of the Trust Estate, the Indenture Trustee may, but need
not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of
national reputation as to the feasibility of such proposed action and as to the sufficiency of the
Trust Estate for such purpose.



     SECTION 5.06 Limitation of Suits. No Holder of any Note shall have any right to
institute any Proceeding, judicial or otherwise, with respect to this Indenture or for the
appointment of a receiver or trustee, or for any other remedy hereunder unless such Holder has
previously given written notice to the Indenture Trustee of a continuing Event of Default, and:



     (a) the Event of Default arises from the Servicer’s failure to remit payments when due; or



     (b) the Holders of not less than 25% of the Outstanding Amount of the Notes, voting as a
single class (excluding for such purpose the outstanding principal amount of any Notes held of
record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all
of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates)
have made written request to the Indenture Trustee to institute such Proceeding in respect of such
Event of Default in its own name as Indenture Trustee hereunder and have offered to the Indenture
Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in
complying with such request, the Indenture Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute such Proceedings, and no direction
inconsistent with that written request has been given to the Indenture Trustee during the 60-day
period by the holders of a majority in principal amount of those outstanding Notes (or relevant
class or classes of Notes).



     It is understood and intended that no one or more Holders of Notes shall have any right in any
manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb
or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or
preference over any other Holders or to enforce any right under this Indenture, except in the
manner herein provided.



     In the event the Indenture Trustee shall receive conflicting or inconsistent requests and
indemnity from two or more groups of Holders of Notes, each representing less than a majority of
the Outstanding Amount of the Notes, the Indenture Trustee in its sole discretion may determine
what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.



     SECTION 5.07 Unconditional Rights of Noteholders to Receive Principal and Interest.
Notwithstanding any other provisions in this Indenture, the Holder of any Note shall have the



41









 







right, which is absolute and unconditional, to receive payment of the principal of and interest, if
any, on such Note on or after the respective due dates thereof expressed in such Note and in this
Indenture (in each case with reference to the calculations to be made pursuant to the Sale and
Servicing Agreement), and to institute suit for the enforcement of any such payment, and such right
shall not be impaired without the consent of such Holder.



     SECTION 5.08 Restoration of Rights and Remedies. If the Indenture Trustee[, the
[Swap Counterparty][Cap Provider]] or any Noteholder has instituted any Proceeding to enforce any
right or remedy under this Indenture and such Proceeding has been discontinued or abandoned for any
reason or has been determined adversely to the Indenture Trustee[, the [Swap Counterparty][Cap
Provider]] or to such Noteholder, then and in every such case the Issuer, the Indenture Trustee[,
the [Swap Counterparty][Cap Provider]] and the Noteholders shall, subject to any determination in
such Proceeding, be restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Indenture Trustee[, the [Swap Counterparty][Cap
Provider]] and the Noteholders shall continue as though no such Proceeding had been instituted.



     SECTION 5.09 Rights and Remedies Cumulative. No right or remedy herein conferred
upon or reserved to the Indenture Trustee[, the [Swap Counterparty][Cap Provider]] or the
Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy
shall, to the extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.



     SECTION 5.10 Delay or Omission Not a Waiver. No delay or omission of the Indenture
Trustee or any Holder of any Note to exercise any right or remedy accruing upon any Default or
Event of Default shall impair any such right or remedy or constitute a waiver of any such Default
or Event of Default or an acquiescence therein. Every right and remedy given by this Article V or
by law to the Indenture Trustee[, the [Swap Counterparty][Cap Provider]] or the Noteholders may be
exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee[,
the [Swap Counterparty][Cap Provider]] or the Noteholders, as the case may be.



     SECTION 5.11 Control by Noteholders. The Holders of a majority of the Outstanding
Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal
amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their
Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC
II, NMAC or any of their Affiliates), shall have the right to direct the time, method and place of
conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the
Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:



     (a) such direction shall not be in conflict with any rule of law or with this Indenture; and



42









 





     (b) any direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be by
Holders of Notes representing not less than the applicable percentage of the Outstanding Amount of
the Notes set forth in Section 5.04(c)(iv); and



     (c) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee
that is not inconsistent with such direction.



     Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01,
the Indenture Trustee need not take any action that it determines might involve it in liability or
might materially adversely affect the rights of any Noteholders not consenting to such action.



     SECTION 5.12 Waiver of Past Defaults. Prior to the declaration of the acceleration
of the maturity of the Notes as provided in Section 5.02 or the liquidation or sale of the Trust
Estate pursuant to Section 5.04, the Holders of a majority of the Outstanding Amount of the Notes,
voting as a single class (excluding for such purposes the outstanding principal amount of any Notes
held of record or beneficially owned by NMAC, NARC II or any of their Affiliates, unless at such
time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their
Affiliates) may waive any past Default or Event of Default and its consequences except a Default or
Event of Default in (a) the deposit of collections or other required amounts, (b) any required
payment from amounts held in Accounts in respect of amounts due on the Notes, (c) payment of
principal or interest on the Notes, or (d) an Event of Default in respect of a covenant or
provision hereof that cannot be modified or amended without the consent of the Holder of each Note.
In the case of any such waiver, the Issuer, the Indenture Trustee and the Holders of the Notes
shall be restored to their former positions and rights hereunder, respectively.



     Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and
not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured
and not to have occurred, for every purpose of this Indenture; but no such waiver shall extend to
any subsequent or other Default or Event of Default or impair any right consequent thereto.



     SECTION 5.13 Undertaking for Costs. All parties to this Indenture agree, and each
Holder of any Note or Note Owner by such Holder’s acceptance of such Note or beneficial interest
therein, as the case may be, shall be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture
Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such
suit, and that such court may in its discretion assess reasonable costs, including reasonable
attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good
faith of the claims or defenses made by such party litigant; but the provisions of this Section
shall not apply to (a) any suit instituted by the Indenture Trustee, (b) any suit instituted by any
Noteholder, or a group of Noteholders, in each case holding in the aggregate more than 10% of the
Outstanding Amount of the Notes, (c) any suit instituted by any Noteholder for the enforcement of
the payment of principal of or interest on any Note on or after the respective due dates expressed
in such Note and in this Indenture [or (d) any suit instituted by the [Swap Counterparty][Cap
Provider]].



43









 





     SECTION 5.14 Waiver of Stay or Extension Laws. The Issuer covenants (to the extent
that it may lawfully do so) that it will not at any time insist upon, or plead or in any manner
whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, that may affect the covenants or the performance of this
Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all
benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Indenture Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.



     SECTION 5.15 Action on Notes. The Indenture Trustee’s right to seek and recover
judgment on the Notes or under this Indenture [or the Interest Rate [Swap][Cap] Agreement(s)] shall
not be affected by the seeking, obtaining or application of any other relief under or with respect
to this Indenture. Neither the lien of this Indenture nor any rights or remedies of the Indenture
Trustee[, the [Swap Counterparty][Cap Provider]] or the Noteholders shall be impaired by the
recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any
execution under such judgment upon any portion of the Trust Estate or upon any of the assets of the
Issuer. Any money or property collected by the Indenture Trustee shall be applied in accordance
with Section 5.04(a).



     SECTION 5.16 Performance and Enforcement of Certain Obligations.



     (a) Promptly following a request from the Indenture Trustee to do so and at the
Administrator’s expense, the Issuer shall take all such lawful action as the Indenture Trustee may
request to compel or secure the performance and observance by the Seller[, the [Swap
Counterparty][Cap Provider]] and the Servicer, as applicable, of each of their obligations to the
Issuer or to each other under or in connection with the Sale and Servicing Agreement [and the
Interest Rate [Swap][Cap] Agreement(s)], or by the Seller of its remedies under or in connection
with the Purchase Agreement, and to exercise any and all rights, remedies, powers and privileges
lawfully available to the Issuer under or in connection with each such agreement to the extent and
in the manner directed by the Indenture Trustee, including the transmission of notices of default
on the part of the Seller[, [Swap Counterparty][Cap Provider]] or the Servicer thereunder and the
institution of legal or administrative actions or proceedings to compel or secure performance by
the Seller[, [Swap Counterparty][Cap Provider]] or the Servicer of each of their respective
obligations under the Sale and Servicing Agreement, the Purchase Agreement [or the Interest Rate
[Swap][Cap] Agreement(s)].



     (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at
the direction (which direction shall be in writing or by telephone, confirmed in writing promptly
thereafter) of the Holders of a majority of the Outstanding Amount of the Notes, voting as a single
class (excluding for such purposes the outstanding principal amount of any Notes held of record or
beneficially owned by NMAC, NARC II or any of their Affiliates, unless at such time all of the
Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), shall,
exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller[, the
[Swap Counterparty][Cap Provider]] or the Servicer under or in connection with the Sale and
Servicing Agreement, the Purchase Agreement [or the Interest Rate [Swap][Cap] Agreement(s)], or
against the Administrator under the Administration Agreement, including the right or power to take
any action to compel or secure performance or observance



44









 




by the Seller, the Servicer or the Administrator, of each of their obligations to the Issuer
thereunder and to give any consent, request, notice, direction, approval, extension, or waiver
thereunder and any right of the Issuer to take such action shall be suspended.




ARTICLE VI

The Indenture Trustee




     SECTION 6.01 Duties of Indenture Trustee. The Indenture Trustee, both prior to and
after the occurrence of a Servicer Default under the Sale and Servicing Agreement, undertakes to
perform such duties and only such duties as are specifically set forth in this Indenture.



     (a) The Indenture Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee that
shall be specifically required to be furnished pursuant to any provision of this Indenture, shall
examine them to determine whether they conform on their face to the requirements of this Indenture.



     (b) No provision of this Indenture shall be construed to relieve the Indenture Trustee from
liability for its own negligent action, its own negligent failure to act, its own bad faith or its
own willful misfeasance; provided, however, that:




     (1) the duties and obligations of the Indenture Trustee shall be determined solely by
the express provisions of this Indenture, the Indenture Trustee shall not be liable except
for the performance of such duties and obligations as are specifically set forth in this
Indenture, no implied covenants or obligations shall be read into this Indenture against the
Indenture Trustee, the permissive right of the Indenture Trustee to do things enumerated in
this Indenture shall not be construed as a duty and, in the absence of bad faith on the part
of the Indenture Trustee, the Indenture Trustee may conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein, upon any certificates
or opinions furnished to the Indenture Trustee and conforming on their face to the
requirements of this Indenture;




     (2) the Indenture Trustee shall not be personally liable for an error of judgment made
in good faith by a Responsible Officer, unless it shall be proved that the Indenture Trustee
was negligent in performing its duties in accordance with the terms of this Indenture; and




     (3) the Indenture Trustee shall not be personally liable with respect to any action
taken, suffered or omitted to be taken in good faith in accordance with the direction of (i)
the Holders of at least a majority of the Outstanding Amount of the Notes, voting as a
single class (excluding for such purposes the outstanding principal amount of any Notes held
of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such
time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of
their Affiliates), relating to the time, method and place of conducting any proceeding for
any remedy available to the Indenture Trustee, or exercising any trust or power conferred
upon the Indenture Trustee under this Indenture.



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     (c) The Indenture Trustee shall not be required to expend or risk its own funds or otherwise
incur financial liability in the performance of any of its duties under this Indenture, or in the
exercise of any of its rights or powers, if there shall be reasonable grounds for believing that
the repayment of such funds or adequate indemnity against such risk or liability is not reasonably
assured to it.



     (d) All information obtained by the Indenture Trustee regarding the Obligors and the
Receivables contained in the Trust, whether upon the exercise of its rights under this Indenture or
otherwise, shall be maintained by the Indenture Trustee in confidence and shall not be disclosed to
any other Person, unless such disclosure is required by any applicable law or regulation or
pursuant to subpoena.



     (e) If (i) pursuant to Section 3.02 of the Sale and Servicing Agreement, a Responsible Officer
of the Indenture Trustee discovers that a representation or warranty with respect to a Receivable
was incorrect as of the time specified with respect to such representation and warranty and such
incorrectness materially and adversely affects such Receivable, or (ii) pursuant to Section 4.06 of
the Sale and Servicing Agreement, a Responsible Officer of the Indenture Trustee discovers that a
covenant of the Servicer has been breached with respect to a Receivable that would materially and
adversely affect such Receivable, the Indenture Trustee shall give prompt written notice to the
Servicer and the Owner Trustee of such incorrectness.



     SECTION 6.02 Rights of Indenture Trustee.



     (a) Except as otherwise provided in Section 6.01:




     (1) the Indenture Trustee may rely and shall be protected in acting or refraining from
acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory,
certificate of auditors or any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, appraisal, bond or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party or parties,
including, without limitation, provided to it via email or other suitable means of
electronic distribution as permitted in writing by the Indenture Trustee;




     (2) the Indenture Trustee may consult with counsel and any Opinion of Counsel shall be
full and complete authorization and protection in respect of any action taken or suffered or
omitted by it under this Indenture in good faith and in accordance with such Opinion of
Counsel;




     (3) the Indenture Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Indenture or the Sale and Servicing Agreement, or to institute,
conduct or defend any litigation under this Indenture, or in relation to this Indenture or
the Sale and Servicing Agreement, at the request, order or direction of any of the
Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing
Agreement, unless such Noteholders shall have offered to the Indenture Trustee reasonable
security or indemnity against the costs, expenses and liabilities that may be incurred
therein or thereby;



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     (4) the Indenture Trustee shall not be personally liable for any action taken, suffered
or omitted by it in good faith and reasonably believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture;




     (5) the Indenture Trustee shall not be bound to recalculate, reverify, or make any
investigation into the facts of matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond or other paper
or document, unless requested in writing to do so by Holders of Notes evidencing not less
than 25% of the aggregate Outstanding Amount of the Notes; provided,
however, that if the payment within a reasonable time to the Indenture Trustee of
the costs, expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the
Indenture Trustee by the security afforded to it by the terms of this Indenture, the
Indenture Trustee may require reasonable indemnity against such cost, expense or liability
as a condition to so proceeding; the reasonable expense of every such examination shall be
paid by the Administrator or, if paid by the Indenture Trustee, shall be reimbursed by the
Administrator upon demand; and nothing in this clause shall derogate from the obligation of
the Servicer to observe any applicable law prohibiting disclosure of information regarding
the Obligors;




     (6) the Indenture Trustee may execute any of the trusts or powers under this Indenture
or perform any duties under this Indenture either directly or by or through agents or
attorneys or a custodian;




     (7) in order to comply with laws, rules, regulations and executive orders in effect
from time to time applicable to banking institutions, including those relating to the
funding of terrorist activities and money laundering (“Applicable Law”), the
Indenture Trustee is required to obtain, verify and record certain information relating to
individuals and entities which maintain a business relationship with the Indenture Trustee.
Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable
request from time to time such identifying information and documentation as may be
reasonably available for such party in order to enable the Indenture Trustee to comply with
Applicable Law;




     (8) the rights, privileges, protections, immunities and benefits given to the Indenture
Trustee herein, including the right to be indemnified, are extended to, and shall be
enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Securities
Intermediary and Secured Party under the Basic Documents; and




     (9) all communications, notices, instruction and other documents to be received by the
Indenture Trustee (with the exception of those for which a non-electronic signature is
expressly requested by the Indenture Trustee) may be provided to it via email with receipt
confirmed via reply email or other suitable means of electronic distribution as permitted in
writing by the Indenture Trustee.



     (b) No Noteholder will have any right to institute any proceeding with respect to this
Indenture except upon satisfying the conditions set forth in Section 5.06.



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     SECTION 6.03 Individual Rights of Indenture Trustee. The Indenture Trustee in its
individual or any other capacity may become the Holder, beneficial owner or pledgee of Notes and
may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were
not Indenture Trustee. Any Paying Agent, Note Registrar, co-registrar or co-paying agent may do
the same with like rights. However, in so doing the Indenture Trustee must comply with Sections
6.11 and 6.12.



     SECTION 6.04 Indenture Trustee’s Disclaimer. The Indenture Trustee makes no
representations as to the validity or sufficiency of this Indenture[, any Interest Rate [Swap][Cap]
Agreement] or the Notes (other than the execution by the Indenture Trustee on behalf of the Trust
of, and the certificate of authentication on, the Notes), or of the Certificates. The Indenture
Trustee shall have no obligation to perform any of the duties of the Servicer or the Administrator
unless explicitly set forth in this Indenture. The Indenture Trustee shall at no time have any
responsibility or liability for or with respect to the legality, validity and enforceability of the
Notes[, any Interest Rate [Swap][Cap] Agreement] or any Receivable, any ownership interest in any
Financed Vehicle, or the maintenance of any such ownership interest, or for or with respect to the
efficacy of the Trust or its ability to generate the payments to be distributed to Noteholders
under this Indenture [or to the [Swap Counterparty][Cap Provider] under the Interest Rate
[Swap][Cap] Agreement(s)], including without limitation the validity of the assignment of the
Receivables to the Trust or of any intervening assignment; the existence, condition, location and
ownership of any Receivable or Financed Vehicle; the existence and enforceability of any physical
damage or credit life or credit disability insurance; the existence and contents of any retail
installment sales contract or any computer or other record thereof; the completeness of any retail
installment sales contract; the performance or enforcement of any retail installment sales
contract; the compliance by the Issuer with any covenant or the breach by the Issuer, Seller or
Servicer of any warranty or representation made under this Indenture or in any Basic Document or
other related document and the accuracy of any such warranty or representation prior to the
Indenture Trustee’s receipt of notice or other discovery of any noncompliance therewith or any
breach thereof; the acts or omissions of the Issuer, Seller or the Servicer; or any action by the
Indenture Trustee taken at the instruction of the Issuer or Servicer, provided,
however, that the foregoing shall not relieve the Indenture Trustee of its obligation to
perform its duties under this Indenture. Except with respect to a claim based on the failure of
the Indenture Trustee to perform its duties under this Indenture or based on the Indenture
Trustee’s willful misconduct, bad faith or negligence, no recourse shall be had for any claim based
on any provision of this Indenture, [any Interest Rate [Swap][Cap] Agreement,] the Notes or
Certificates or assignment thereof against the institution serving as the Indenture Trustee in its
individual capacity. The Indenture Trustee shall not have any personal obligation, liability or
duty whatsoever to any Noteholder[, the [Swap Counterparty][Cap Provider]] or any other Person with
respect to any such claim, and any such claim shall be asserted solely against the Trust or any
indemnitor who shall furnish indemnity as provided in this Indenture. The Indenture Trustee shall
not be accountable for the use or application by the Issuer of any of the Notes or of the proceeds
of such Notes, or for the use or application of any funds paid to the Servicer in respect of the
Notes.



     SECTION 6.05 Notice of Defaults. If a Responsible Officer of the Indenture Trustee
knows that a Default has occurred and is continuing, the Indenture Trustee shall mail to each
Noteholder [and the [Swap Counterparty][Cap Provider]] notice of such Default within 10 days
of the occurrence thereof. Except in the case of a Default in payment of principal of or
interest



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on any Note, the Indenture Trustee may withhold such notice if and so long as a committee
of its Responsible Officers in good faith determines that withholding the notice is in the
interests of Noteholders.



     SECTION 6.06 Reports by Indenture Trustee to Holders. The Indenture Trustee shall
deliver or cause to be delivered annually to each Noteholder of record such information as may be
required to enable such Person to prepare its federal and state income tax returns. The Indenture
Trustee shall also deliver or cause to be delivered annually to each Noteholder of record a report
relating to its eligibility and qualification to continue as Indenture Trustee under this
Indenture, any amounts advanced by it under this Indenture, the amount, interest rate and maturity
date of certain indebtedness owed by the Trust to such Indenture Trustee, in its individual
capacity, the property and funds physically held by such Indenture Trustee in its capacity as such,
and any action taken by it that materially affects the Notes and that has not been previously
reported.



     SECTION 6.07 Compensation and Indemnity. The Issuer shall cause the Servicer to pay
to the Indenture Trustee from time to time reasonable compensation for its services pursuant to a
fee agreement between NMAC and the Indenture Trustee. The Indenture Trustee’s compensation shall
not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause
the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred
or made by it, including costs of collection and the costs of implementing any Currency Swap
Agreement as contemplated by Section 9.02, in addition to the compensation for its services. Such
expenses shall include the reasonable compensation and expenses, disbursements and advances of the
Indenture Trustee’s agents, counsel, accountants and experts. The Administrator shall indemnify or
shall cause the Servicer to indemnify the Indenture Trustee against any and all loss, liability or
expense (including reasonable attorneys’ fees) incurred by it in connection with the administration
of this Indenture or any of the Basic Documents and the performance of its duties hereunder or
thereunder. The Indenture Trustee shall notify the Administrator and the Servicer promptly of any
claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the
Administrator and the Servicer shall not relieve the Administrator or the Servicer of its
obligations hereunder. The Administrator shall defend or shall cause the Servicer to defend any
such claim, and the Indenture Trustee may have separate counsel and the Administrator shall pay or
shall cause the Servicer to pay the fees and expenses of such counsel. Neither the Administrator
nor the Servicer need reimburse any expense or indemnify against any loss, liability or expense
incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct,
negligence or bad faith.



     The Administrator’s payment obligations to the Indenture Trustee pursuant to this Section
shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after
the occurrence of a Default specified in Section 5.01(f) or (g) with respect to the Issuer, the
expenses are intended to constitute expenses of administration under Title 11 of the United States
Code or any other applicable federal or state bankruptcy, insolvency or similar law.



     SECTION 6.08 Replacement of Indenture Trustee. The Indenture Trustee may resign at
any time by providing written notice of its resignation to the Issuer. The Administrator may
remove the Indenture Trustee if:




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     (a) the Indenture Trustee fails to comply with Section 6.11;



     (b) the Indenture Trustee is adjudged a bankrupt or insolvent;



     (c) a receiver or other public officer takes charge of the Indenture Trustee or its property;
or



     (d) the Indenture Trustee otherwise becomes legally or practically incapable of fulfilling its
duties hereunder.



     If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of
Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as
the retiring Indenture Trustee), the Servicer shall promptly appoint a successor Indenture Trustee.
No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture
Trustee shall become effective until the acceptance of appointment by the successor Indenture
Trustee pursuant to this Section 6.08.



     A successor Indenture Trustee shall deliver a written acceptance of its appointment to the
retiring Indenture Trustee, the Servicer[, the [Swap Counterparty][Cap Provider]] and the
Administrator. Thereupon the resignation or removal of the retiring Indenture Trustee shall become
effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the
Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its
succession to the Noteholders [and the [Swap Counterparty][Cap Provider]]. The retiring Indenture
Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor
Indenture Trustee.



     If a successor Indenture Trustee does not take office within 30 days after the retiring
Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Administrator or the
Holders of a majority in Outstanding Amount of the Notes may petition any court of competent
jurisdiction for the appointment of a successor Indenture Trustee.



     If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may at any time
thereafter petition any court of competent jurisdiction for the removal of the Indenture Trustee
and the appointment of a successor Indenture Trustee.



     Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the
Issuer’s and the Administrator’s obligations under Section 6.07 shall continue for the benefit of
the retiring Indenture Trustee.



     SECTION 6.09 Successor Indenture Trustee by Merger. If the Indenture Trustee
consolidates with, merges or converts into, or transfers all or substantially all its corporate
trust business or assets to, another Person, the resulting, surviving or transferee corporation
without any further act shall be the successor Indenture Trustee if such surviving Person or
transferee corporation or banking shall be otherwise qualified and eligible under Section 6.11.
The Indenture Trustee shall provide the Issuer, the Servicer and the Rating Agencies reasonable
prior written notice of any such transaction.



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     In case at the time such successor or successors by merger, conversion or consolidation to the
Indenture Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have
been authenticated but not delivered, any such successor to the Indenture Trustee may adopt the
certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated;
and in case at that time any of the Notes shall not have been authenticated, any successor to the
Indenture Trustee may authenticate such Notes either in the name of any predecessor hereunder or in
the name of the successor to the Indenture Trustee; and in all such cases such certificates shall
have the full force which it is anywhere in the Notes or in this Indenture provided that the
certificate of the Indenture Trustee shall have.



     SECTION 6.10 Appointment of Co-Indenture Trustee or Separate Indenture Trustee.



     (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of
meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the
time be located or for the purpose of implementing any Currency Swap Agreement as contemplated by
Section 9.02, the Indenture Trustee shall have the power and may execute and deliver all
instruments to appoint one or more Persons to act as a co-trustee or co-trustees, or separate
trustee or separate trustees, of all or any part of the Trust, and to vest in such Person or
Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust Estate,
or any part hereof, and, subject to the other provisions of this Section, such powers, duties,
obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No
co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a
trustee under Section 6.11 and no notice to Noteholders [or the [Swap Counterparty][Cap Provider]]
of the appointment of any co-trustee or separate trustee shall be required under Section 6.08
hereof.



     (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed
and act subject to the following provisions and conditions:




     (1) all rights, powers, duties and obligations conferred or imposed upon such separate
trustee or co-trustee shall be conferred or imposed upon and exercised or performed by the
Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that
such separate trustee or co-trustee is not authorized to act separately without the
Indenture Trustee joining in and/or directing such act), except to the extent that under any
law of any jurisdiction in which any particular act or acts are to be performed the
Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which
event such rights, powers, duties and obligations (including the holding of title to the
Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and
performed singly by such separate trustee or co-trustee, but solely at the direction of the
Indenture Trustee;




     (2) no trustee hereunder shall be personally liable by reason of any act or omission of
any other trustee hereunder; and




     (3) the Indenture Trustee may at any time accept the resignation of or remove any
separate trustee or co-trustee.



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     (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to
have been given to each of the then separate trustees and co-trustees as effectively as if given to
each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this
Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its
acceptance of the trusts thereupon conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Indenture Trustee or
separately, as may be provided therein, subject to all the provisions of this Indenture, including
every provision of this Indenture relating to the conduct of, affecting the liability of, or
affording protection to, the Indenture Trustee. Every such instrument shall be filed with the
Indenture Trustee.



     (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee, its
agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do
any lawful act under or in respect of this Indenture on its behalf and in its name. If any
separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be exercised by the
Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor
trustee.



     SECTION 6.11 Eligibility; Disqualification. The Indenture Trustee shall at all times
satisfy the requirements of TIA Section 310(a). The Indenture Trustee shall have a combined
capital and surplus of at least $50,000,000 as set forth in its most recent published annual report
of condition and it or its parent shall have a long-term debt rating of [“Baa3”] or better by
[Moody’s] or shall otherwise be acceptable to [Moody’s]. The Indenture Trustee shall comply with
TIA Section 310(b), including the optional provision permitted by the second sentence of TIA
Section 310(b)(9); provided, however, that there shall be excluded from the
operation of TIA Section 310(b)(1) any indenture or indentures under which other securities of the
Issuer are outstanding if the requirements for such exclusion set forth in TIA Section 310(b)(1)
are met.



     SECTION 6.12 Preferential Collection of Claims Against Issuer. The Indenture Trustee
shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section
311(b). An Indenture Trustee who has resigned or been removed shall be subject to TIA Section
311(a) to the extent indicated.



     SECTION 6.13 Acknowledgement by Indenture Trustee of its Obligations Under the Sale and
Servicing Agreement. The Indenture Trustee hereby agrees and consents to the provisions of the
Sale and Servicing Agreement applicable to it (including, without limitation, Sections 5.06, 5.07[,
5.08] and 5.09 thereof) and agrees to be bound by such provisions.



ARTICLE VII

Noteholders’ Lists and Reports




     SECTION 7.01 Note Registrar To Furnish Names and Addresses of Noteholders. The Note
Registrar shall furnish or cause to be furnished to the Indenture Trustee, the Owner Trustee, the
Servicer or the Administrator, within 15 days after receipt by the Note Registrar of a written
request therefrom, a list of the names and addresses of the Noteholders of any Class as of the most
recent Record Date. If three or more Noteholders, or one or more Holders evidencing not



52









 




less than 25% of the Outstanding Amount of the Notes (hereinafter referred to as
“Applicants”), apply in writing to the Indenture Trustee, and such application states that the
Applicants desire to communicate with other Noteholders with respect to their rights under this
Indenture or under the Notes and such application is accompanied by a copy of the communication
that such Applicants propose to transmit, then the Indenture Trustee shall, within five Business
Days after the receipt of such application, afford such Applicants access, during normal business
hours, to the current list of Noteholders. Such Indenture Trustee may elect not to afford the
requesting Noteholders access to the list of Noteholders if it agrees to mail the desired
communication by proxy, on behalf of and at the expense of the requesting Noteholders, to all
Noteholders. Every Noteholder, by receiving and holding a Note, agrees with the Indenture Trustee
and the Issuer that none of the Indenture Trustee, the Owner Trustee, the Issuer, the Servicer or
the Administrator shall be held accountable by reason of the disclosure of any such information as
to the names and addresses of the Noteholders under this Indenture, regardless of the source from
which such information was derived.




     If the Indenture Trustee shall cease to be the Note Registrar, then thereafter the
Administrator will furnish or cause to be furnished to the Indenture Trustee not more than five
days after the most recent Record Date or at such other times as the Indenture Trustee reasonably
may request in writing, a list, in such form as the Indenture Trustee reasonably may require, of
the names and addresses of the Holders of Notes as of such Record Date.



     SECTION 7.02 Preservation of Information; Communications to Noteholders.



     (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable,
the names and addresses of the Holders of Notes contained in the most recent list furnished to the
Indenture Trustee as provided in Section 7.01 and the names and addresses of Holders of Notes
received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may
destroy any list furnished to it as provided in such Section 7.01 upon receipt of a new list so
furnished.



     (b) Noteholders may communicate pursuant to TIA Section 312(b) with other Noteholders with
respect to their rights under this Indenture or under the Notes.



     (c) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA
Section 3.12(c).



     SECTION 7.03 Reports by Issuer.



     (a) The Issuer shall:




     (1) file with the Indenture Trustee, within 15 days after the Issuer is required to
file the same with the Commission, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing as the
Commission may from time to time by rules and regulations prescribe) that the Issuer may be
required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act;



53









 






     (2) file with the Indenture Trustee and the Commission in accordance with the rules and
regulations prescribed from time to time by the Commission such additional information,
documents and reports with respect to compliance by the Issuer with the conditions and
covenants of this Indenture as may be required from time to time by such rules and
regulations; and




     (3) supply to the Indenture Trustee (and the Indenture Trustee shall transmit by mail
to all Noteholders described in TIA Section 313(c)) such summaries of any information,
documents and reports required to be filed by the Issuer pursuant to clauses (i) and (ii) of
this Section 7.03(a) and by rules and regulations prescribed from time to time by the
Commission.



     (b) Unless the Issuer otherwise determines, the fiscal year of the Issuer shall end on
[                    ] of each year.



     SECTION 7.04 Reports by Indenture Trustee. If required by TIA Section 313(a), within
60 days after the end of each Fiscal Year of the Issuer, beginning with [                    ], the
Indenture Trustee shall mail to each Noteholder as required by TIA Section 313(c) a brief report
dated as of such date that complies with TIA Section 313(a). The Indenture Trustee also shall
comply with TIA Section 313(b).



     A copy of each report at the time of its mailing to Noteholders shall be filed by the
Indenture Trustee with the Commission and each stock exchange, if any, on which the Notes are
listed. The Issuer shall notify the Indenture Trustee if and when the Notes are listed on any
stock exchange.



     SECTION 7.05 Indenture Trustee Website. The Indenture Trustee may make available to
the Noteholders, via the Indenture Trustee’s website, all reports or notices required to be
provided by the Indenture Trustee under the terms of this Indenture and, with the consent or at the
direction of the Servicer, such other information regarding the Notes as the Indenture Trustee may
have in its possession, but only with the use of a password provided by the Indenture Trustee. Any
information that is disseminated in accordance with the provisions of this Section 7.05 shall not
be required to be disseminated in any other form or manner. Except for documents prepared by the
Indenture Trustee and subject to its obligations under this Indenture, the Indenture Trustee will
make no representation or warranties as to the accuracy or completeness of such documents and will
assume no responsibility therefor.



          The Indenture Trustee’s internet website shall be initially located at
http://www.usbank.com/abs or at such other address as shall be specified by the Indenture
Trustee from time to time in writing to the parties hereto. In connection with providing access to
the Trustee’s internet website, the Indenture Trustee may require registration and the acceptance
of a disclaimer.



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ARTICLE VIII

Accounts, Disbursements and Releases




     SECTION 8.01 Collection of Money. Except as otherwise expressly provided herein, the
Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and
without intervention or assistance of any fiscal agent or other intermediary, all money and other
property payable to or receivable by the Indenture Trustee pursuant to this Indenture. The
Indenture Trustee shall apply all such money received by it as provided in this Indenture. Except
as otherwise expressly provided in this Indenture, if any default occurs in the making of any
payment or performance under any agreement or instrument that is part of the Trust Estate, the
Indenture Trustee may take such action as may be appropriate to enforce such payment or
performance, including the institution and prosecution of appropriate Proceedings. Any such action
shall be without prejudice to any right to claim a Default or Event of Default under this Indenture
and any right to proceed thereafter as provided in Article V.



     SECTION 8.02 Accounts.



     (a) On or prior to the Closing Date, (i) the Issuer shall cause the Servicer to establish and
maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and, to the
extent set forth herein, the Certificateholders, the Collection Account as provided in Section 5.01
of the Sale and Servicing Agreement [and (ii) the Issuer will establish and maintain with the
Securities Intermediary and pledge to the Indenture Trustee for the benefit of the Noteholders the
Yield Supplement Account in the name of the Indenture Trustee pursuant to the Yield Supplement
Agreement as provided in Section 5.08 of the Sale and Servicing Agreement and the Securities
Account Control Agreement].



     (b) On or prior to the Closing Date, the Issuer will cause the Seller to, pursuant to the
Securities Account Control Agreement, establish and maintain with the Securities Intermediary in
the name of the Indenture Trustee, for the benefit of the Noteholders, the Reserve Account as
provided in Section 5.07 of the Sale and Servicing Agreement.



     (c) The Indenture Trustee shall transfer all amounts remaining on deposit in the Collection
Account on the Distribution Date on which the Notes of all Classes have been paid in full [and all
outstanding payments due to the [Swap Counterparty][Cap Provider] have been made] (or substantially
all of the Trust Estate is otherwise released from the lien of this Indenture) to the Trust
Collection Account and shall take all necessary or appropriate actions to transfer all of its
right, title and interest in the Collection Account, all funds or investments held therein and all
proceeds thereof, whether or not on behalf of the Securityholders [or the [Swap Counterparty][Cap
Provider]], to the Owner Trustee for the benefit of the Certificateholders, subject to the
limitations set forth herein with respect to amounts held for payment to Noteholders that do not
promptly deliver a Note for payment on such Distribution Date.



     (d) [The Indenture Trustee shall transfer all amounts remaining on deposit in the Yield
Supplement Account on the Distribution Date on which the Notes of all Classes have been paid in
full (or substantially all of the Trust Estate is otherwise released from the lien of this
Indenture) to the Owner Trustee for the benefit of the Certificateholders and shall take all
necessary or appropriate actions to transfer all of its right, title and interest in the Yield



55









 




Supplement Account, all funds or investments held therein and all proceeds thereof, whether or
not on behalf of the Securityholders, to the Owner Trustee for the benefit of the
Certificateholders, which amounts the Owner Trustee shall deposit into the Trust Collection
Account, subject to the limitations set forth herein with respect to amounts held for payment to
Noteholders that do not promptly deliver a Note for payment on such Distribution Date.]




     SECTION 8.03 General Provisions Regarding Accounts.



     (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a
portion of the funds in the Collection Account shall be invested in Eligible Investments and
reinvested by the Indenture Trustee at the written direction of the Servicer, subject to the
provisions of Section 5.01 of the Sale and Servicing Agreement. All income or other gain from
investments of moneys deposited in the Collection Account shall be deposited by the Indenture
Trustee in the Collection Account and paid to the Servicer as servicing compensation on any
Business Day on or after which such amount is deposited in the Collection Account, and any loss
resulting from such investments shall be charged to such account. The Servicer will not direct the
Indenture Trustee, and the Issuer shall cause the Servicer not, to make any investment of any funds
or to sell any investment held in the Collection Account unless the security interest Granted and
perfected in such account will continue to be perfected in such investment or the proceeds of such
sale, in either case without any further action by any Person, and, in connection with any
direction to the Indenture Trustee to make any such investment or sale, if requested by the
Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel,
acceptable to the Indenture Trustee, to such effect.



     (b) So long as no Default or Event of Default shall have occurred and be continuing, all or a
portion of the funds in the Reserve Account [and the Yield Supplement Account] shall be invested in
Eligible Investments and reinvested by the Indenture Trustee at the written direction of the
Servicer, subject to the provisions of Section 5.07 [and 5.08, respectively,] of the Sale and
Servicing Agreement and the provisions of the Securities Account Control Agreement. All income or
other gain from investments of moneys deposited in the Reserve Account shall be paid by the
Indenture Trustee to the Seller on any Business Day on or after which such amount is deposited in
the Reserve Account. [All income or other gain from investments of moneys deposited in the Yield
Supplement Account shall be deposited into the Collection Account on each Distribution Date.]
Subject to the right of the Indenture Trustee to make withdrawals therefrom, as directed by the
Servicer, for the purposes and in the amounts set forth in Section 5.06 of the Sale and Servicing
Agreement, the Reserve Account and all funds held therein shall be the property of the Seller and
not the property of the Trust, the Owner Trustee or the Indenture Trustee.



     (c) [All amounts held in the [Swap][Cap] Termination Payment Account shall be invested by the
Indenture Trustee, as directed in writing by the Servicer, in Eligible Investments; provided that
if (x) the Servicer shall have failed to give investment directions for any funds on deposit in the
[Swap][Cap] Termination Payment Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such
other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y)
a Default or Event of Default shall have occurred and be continuing with respect to the Notes but
the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) the Notes
shall have been declared due and payable following an Event of



56









 




Default, but amounts collected or receivable from the Trust Estate are being applied pursuant
to Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture
Trustee shall, to the fullest extent practicable, invest and reinvest funds in the [Swap][Cap]
Termination Payment Account in one or more Eligible Investments specified in clauses (i), (iv) or
(vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not
later than the Business Day preceding the next Distribution Date, in such manner that such amounts
invested shall be available to make the required deposits on the Distribution Date; provided that
if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible
Investments that mature later than the Business Day preceding the next Distribution Date. The
Servicer will not direct the Indenture Trustee to make any investment of any funds or to sell any
investment held in the [Swap][Cap] Termination Payment Account unless the security interest granted
and perfected in such account will continue to be perfected in such investment or the proceeds of
such sale, in either case without any further action by any Person, and, in connection with any
direction to the Indenture Trustee to make any such investment or sale, if requested by the
Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel,
acceptable to the Indenture Trustee, to such effect. Earnings, if any, on investment of funds in
the [Swap][Cap] Termination Payment Account shall be paid to the Servicer, and losses and any
investment expenses shall be charged against the funds on deposit therein. The Indenture Trustee
shall incur no liability for the selection of investments or for losses thereon absent its own
negligence or willful misfeasance. The Indenture Trustee shall have no liability in respect of
losses incurred as a result of the liquidation of any investment prior to its stated maturity date
or the failure of the Servicer to provide timely written investment directions.]




     (d) The Seller will grant to the Indenture Trustee, for the benefit of the Noteholders [and
the [Swap Counterparty][Cap Provider]], a security interest in all funds (including Eligible
Investments) in the Reserve Account (including the Reserve Account Initial Deposit) and the
proceeds thereof, [and the Issuer will grant to the Indenture Trustee, for the benefit of the
Noteholders[ and the [Swap Counterparty][Cap Provider]], a security interest in all funds
(including Eligible Investments) in the Yield Supplement Account and the proceeds thereof,] and the
Indenture Trustee shall have all of the rights of a secured party under the UCC with respect
thereto; provided that all income from the investment of funds in the Reserve Account, and the
right to receive such income are retained by the Seller and are not transferred, assigned or
otherwise conveyed hereunder[;and provided, further, that amounts on deposit in the Yield
Supplement Account in excess of the Required Yield Supplement Amount will be deposited into the
Collection Account for distribution in accordance with the terms of Section 5.06(c) of the Sale and
Servicing Agreement]. The Servicer will not direct the Indenture Trustee to make any investment of
any funds or to sell any investment held in the Reserve Account [or the Yield Supplement Account]
unless the security interest granted and perfected in such account will continue to be perfected in
such investment or the proceeds of such sale, in either case without any further action by any
Person, and, in connection with any direction to the Indenture Trustee to make any such investment
or sale, if requested by the Indenture Trustee, the Servicer shall deliver to the Indenture Trustee
an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect.



     (e) Subject to Section 6.01(c), the Indenture Trustee shall not in any way be held liable by
reason of any insufficiency in the Collection Account, the Reserve Account[, the
[Swap][Cap] Termination Payment Account or the Yield Supplement Account] resulting from



57









 




any
loss on any Eligible Investment included therein at the direction of the Servicer, except for
losses attributable to the Indenture Trustee’s failure to make payments on such Eligible
Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and
not as trustee, in accordance with the terms thereof.




     (f) If (i) the Servicer shall have failed to give investment directions for any funds on
deposit in the Collection Account, the Reserve Account[, the [Swap][Cap] Termination Payment
Account or the Yield Supplement Account] to the Indenture Trustee by 5:00 p.m. Eastern Time (or
such other time as may be agreed by the Servicer and Indenture Trustee) on any Business Day or (ii)
a Default or Event of Default shall have occurred and be continuing with respect to the Notes but
the Notes shall not have been declared due and payable pursuant to Section 5.02 or (iii) if such
Notes shall have been declared due and payable following an Event of Default, amounts collected or
receivable from the Trust Estate are being applied in accordance with Section 5.05 as if there had
not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable,
invest and reinvest funds in the Accounts in an Eligible Investment specified in clause (iv) of the
definition of Eligible Investments provided in the Sale and Servicing Agreement. If the Indenture
Trustee invests and reinvests funds in the Reserve Account [or Yield Supplement Account] pursuant
to clause (ii) or clause (iii) above, the Indenture Trustee shall issue a prohibition notice to the
securities intermediary as provided in the Securities Account Control Agreement. If the Default or
Event of Default that caused the Indenture Trustee to assume control over the investment of funds
in the Reserve Account [and the Yield Supplement Account] has been waived and the acceleration, if
any, of the Notes has been rescinded, the Indenture Trustee shall issue a rescission of prohibition
notice to the securities intermediary as provided in the Securities Account Control Agreement.



     SECTION 8.04 Release of Trust Estate.



     (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture
Trustee may, and when required by the provisions of this Indenture shall, execute instruments to
release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in the
same, in a manner and under circumstances that are not inconsistent with the provisions of this
Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in
this Article VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the
satisfaction of any conditions precedent or see to the application of any moneys.



     (b) The Indenture Trustee shall, at such time as there are no Notes outstanding and all sums
due the Indenture Trustee pursuant to Section 6.07 [and to the [Swap Counterparty][Cap Provider]
pursuant to an Interest Rate [Swap][Cap] Agreement] (as certified by an authorized officer of the
Issuer in the officer’s certificate delivered to the Trustee) have been paid, release any remaining
portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to
or to the order of the Issuer, or, in the case of the Reserve Account [or the Yield Supplement
Account], to the Seller, any funds entitled thereto then on deposit in the Collection Account, the
Reserve Account [and the Yield Supplement Account], as the case may be. The Indenture Trustee
shall release property from the lien of this Indenture pursuant to this Section 8.04(b) only upon
receipt of an Issuer Request accompanied by an Officer’s Certificate and (if



58









 




required by the TIA) Independent Certificates in accordance with TIA Sections 314(c) and
314(d)(1) meeting the applicable requirements of Section 11.01.




     SECTION 8.05 Release of Receivables Upon Purchase by the Seller or the Servicer.



     (a) Upon repurchase of any Receivable by the Seller pursuant to Section 3.02 of the Sale and
Servicing Agreement or any purchase of any Receivable by the Servicer pursuant to Section 4.06 or
Section 9.01 of the Sale and Servicing Agreement, the Indenture Trustee, on behalf of the
Noteholders [and the [Swap Counterparty][Cap Provider]], shall, without further action, be deemed
to release from the Lien of this Indenture such repurchased Receivable, all monies due or to become
due with respect thereto and all proceeds thereof and the other property with respect to such
Receivable, and all security and any documents relating thereto, and the Seller or the Servicer, as
applicable, shall thereupon own each such Receivable, and all such related security and documents,
free of any further obligation to the Issuer, the Indenture Trustee[, the [Swap Counterparty][Cap
Provider]] or the Noteholders with respect thereto.



     (b) The Indenture Trustee shall execute such documents and instruments and take such other
actions as shall be reasonably requested by the Seller or the Servicer, as the case may be, to
effect the release of such Receivable pursuant hereto and the assignment of such Receivable by the
Issuer pursuant to Section 9.02 of the Sale and Servicing Agreement.



     SECTION 8.06 Opinion of Counsel. The Indenture Trustee shall receive at least seven
days notice when requested by the Issuer to take any action pursuant to Section 8.04(a),
accompanied by copies of any instruments involved, and the Indenture Trustee may also require (and
shall require, to extent required by the TIA), except in connection with any action contemplated by
Section 8.04(b), as a condition to such action, an Opinion of Counsel, in form and substance
satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the
steps required to complete the same, and concluding that all conditions precedent to the taking of
such action have been complied with and such action will not materially and adversely impair the
security for the Notes [or any Interest Rate [Swap][Cap] Agreement] or the rights of the
Noteholders [or the [Swap Counterparty][Cap Provider]] in contravention of the provisions of this
Indenture; provided, however, that such Opinion of Counsel shall not be required to express an
opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely,
without independent investigation, on the accuracy and validity of any certificate or other
instrument delivered to the Indenture Trustee in connection with any such action.



ARTICLE IX

Supplemental Indentures




     SECTION 9.01 Supplemental Indentures Without Consent of Noteholders.



     (a) Without the consent of the Holders of any Notes but with prior notice to the Rating
Agencies [and to the [Swap Counterparty][Cap Provider]], the Issuer and the Indenture Trustee, when
authorized by an Issuer Order, at any time and from time to time, may enter into one or more
indentures supplemental hereto (which shall conform to the provisions of the TIA as



59









 




in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee,
for any of the following purposes:





     (1) to correct or amplify the description of any property at any time subject to the
lien of this Indenture, or to better assure, convey and confirm unto the Indenture Trustee
any property subject or required to be subjected to the lien of this Indenture, or to
subject to the lien of this Indenture additional property;




     (2) to evidence the succession, in compliance with the applicable provisions hereof, of
another person to the Issuer, and the assumption by any such successor of the covenants of
the Issuer contained herein and in the Notes;




     (3) to add to the covenants of the Issuer, for the benefit of the Holders of the Notes
[and the [Swap Counterparty][Cap Provider]], or to surrender any right or power herein
conferred upon the Issuer;




     (4) to convey, transfer, assign, mortgage or pledge any property to or with the
Indenture Trustee;




     (5) to cure any ambiguity, to correct or supplement any provision herein or in any
supplemental indenture that may be inconsistent with any other provision herein or in any
supplemental indenture or to make any other provisions with respect to matters or questions
arising under this Indenture or in any supplemental indenture to the extent such action
shall not adversely affect the interests of the Holders of the Notes;




     (6) to evidence and provide for the acceptance of the appointment hereunder by a
successor trustee with respect to the Notes and to add to or change any of the provisions of
this Indenture as shall be necessary to facilitate the administration of the trusts
hereunder by more than one trustee, pursuant to the requirements of Article VI; or




     (7) to modify, eliminate or add to the provisions of this Indenture to such extent as
shall be necessary to effect the qualification of this Indenture under the TIA or under any
similar federal statute hereafter enacted and to add to this Indenture such other provisions
as may be expressly required by the TIA.



     The Indenture Trustee is hereby authorized to join in the execution of any such supplemental
indenture and to make any further appropriate agreements and stipulations that may be therein
contained.



     (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also
without the consent of any of the Holders of the Notes [or the [Swap Counterparty][Cap Provider]],
enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions
to, or changing in any manner or eliminating any of the provisions of, this Indenture or of
modifying in any manner the rights of the Holders of the Notes [or the [Swap Counterparty][Cap
Provider]] under this Indenture; provided, however, that such action shall not
materially and adversely affect the interests of any Noteholder [or the [Swap Counterparty][Cap
Provider], provided that the [Swap Counterparty’s][Cap Provider’s] consent to any such
amendment shall not be unreasonably withheld, and provided, further that the [Swap



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Counterparty’s][Cap Provider’s] consent will be deemed to have been given if the [Swap
Counterparty][Cap Provider] does not object in writing within 10 days of receipt of a written
request for such consent].




     SECTION 9.02 Supplemental Indentures with Consent of Noteholders. The Issuer and the
Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating
Agencies [and the [Swap Counterparty][Cap Provider]] and with the consent of the Holders of a
majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such
purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC
II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or
beneficially owned by NARC II, NMAC or any of their Affiliates), by Action of such Holders
delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to, or changing in any manner or
eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of
the Holders of the Notes under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:




     (1) change the due date of any installment of principal of or interest on any Note, or
reduce the principal amount thereof, the Interest Rate thereon or redemption price therefor,
or change any place of payment where, or the coin or currency in which, any Note or the
interest thereon is payable;




     (2) impair the right to institute suit for the enforcement of the provisions of this
Indenture requiring the application of funds available therefor, as provided in Article V,
to the payment of any such amount due on the Notes on or after the respective due dates
thereof;




     (3) reduce the percentage of the Outstanding Amount of the Notes, the consent of the
Holders of which is required for any such supplemental indenture, or the consent of the
Holders of which is required for any waiver of compliance with certain provisions of this
Indenture or certain defaults hereunder and their consequences provided for in this
Indenture;




     (4) modify or alter the provisions of the proviso to the definition of the term
“Outstanding”;




     (5) reduce the percentage of the Outstanding Amount of the Notes required to direct the
Indenture Trustee to sell or liquidate the Trust Estate if the proceeds of that sale would
be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes
pursuant to Section 5.04(c)(iv);




     (6) reduce any percentage required to amend the sections of the Indenture that specify
the applicable percentage of Outstanding Amount of the Notes necessary to amend the
Indenture; or




     (7) permit the creation of any lien ranking prior to or on a parity with the lien of
this Indenture with respect to any part of the Trust Estate or, except as otherwise



61









 







permitted or contemplated herein, terminate the lien of this Indenture on any property at
any time subject hereto or deprive the Holder of any Note of the security provided by the
lien of this Indenture.



     The Indenture Trustee may in its discretion determine whether or not any Notes [or the [Swap
Counterparty][Cap Provider]] would be adversely affected by any supplemental indenture and any such
determination shall be conclusive upon the Holders of all Notes [and the [Swap Counterparty][Cap
Provider]], whether theretofore or thereafter authenticated and delivered hereunder. The Indenture
Trustee shall not be liable for any such determination made in good faith.



     It shall not be necessary for any Action of Noteholders under this Section to approve the
particular form of any proposed supplemental indenture, but it shall be sufficient if such Action
shall approve the substance thereof.



     Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental
indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes
[and the [Swap Counterparty][Cap Provider]] to which such amendment or supplemental indenture
relates a notice setting forth in general terms the substance of such supplemental indenture. Any
failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such supplemental indenture.



     Pursuant to the Trust Agreement and the Sale and Servicing Agreement, the Issuer may, from
time to time, at its option, enter into a Currency Swap Agreement with a Currency Swap Counterparty
to swap amounts payable to Certificateholders from U.S. Dollars to Japanese yen; provided, that (1)
at the time the Issuer enters into the Currency Swap Agreement, the rating agencies have confirmed
the then-existing ratings of the Notes, and (2) any payments to the Currency Swap Counterparty
(including termination payments) are payable only from amounts that are otherwise payable to the
Certificateholders. Any payments received by the Issuer from the Currency Swap Counterparty under
such a Currency Swap Agreement shall not be deposited in the Collection Account and shall be paid
by the Indenture Trustee directly to or to the order of the Certificateholders on the related
Distribution Date. In connection with executing any such Currency Swap Agreement, the Issuer, the
Indenture Trustee, the Owner Trustee, [the [Swap Counterparty][Cap Provider],] the Seller and the
Servicer will enter into a supplement to this Indenture, subject to this Section 9.02 and subject
to the approval of the Owner Trustee and the Certificateholders, that will specify the creation of
any necessary accounts and modifications of any provisions necessary or appropriate to effectuate
the intention of such Currency Swap Agreement.



     SECTION 9.03 Execution of Supplemental Indentures. In executing, or permitting the
additional trusts created by, any supplemental indenture permitted by this Article IX or the
modification thereby of the trusts created by this Indenture, the Indenture Trustee shall be
entitled to receive upon request therefor, and subject to Sections 6.01 and 6.02, shall be fully
protected in relying upon, an Opinion of Counsel from external counsel stating that the execution
of such supplemental indenture is authorized or permitted by this Indenture. The Indenture
Trustee may, but shall not be obligated to, enter into any such supplemental indenture that
affects



62









 







the Indenture Trustee’s own rights, duties, liabilities or immunities under this Indenture
or otherwise.



     SECTION 9.04 Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall be deemed to be
modified and amended in accordance therewith with respect to the Notes [and Interest Rate
[Swap][Cap] Agreement(s) affected thereby], and the respective rights, limitations of rights,
obligations, duties, liabilities and immunities under this Indenture of the Indenture Trustee, the
Issuer[, the [Swap Counterparty][Cap Provider]] and the Holders of the Notes shall thereafter be
determined, exercised and enforced hereunder subject in all respects to such modifications and
amendments, and all the terms and conditions of any such supplemental indenture shall be and be
deemed to be part of the terms and conditions of this Indenture for any and all purposes.



     SECTION 9.05 Conformity with Trust Indenture Act. Every amendment of this Indenture
and every supplemental indenture executed pursuant to this Article IX shall conform to the
requirements of the Trust Indenture Act as then in effect so long as this Indenture shall then be
qualified under the Trust Indenture Act.



     SECTION 9.06 Reference in Notes to Supplemental Indentures. Notes authenticated and
delivered after the execution of any supplemental indenture pursuant to this Article IX may, and if
required by the Indenture Trustee shall, bear a notation in form approved by the Indenture Trustee
as to any matter provided for in such supplemental indenture. If the Issuer or the Indenture
Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Indenture
Trustee and the Issuer, to any such supplemental indenture may be prepared and executed by the
Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes.



ARTICLE X

Release




     SECTION 10.01 Optional Purchase of All Receivables. If the Servicer or any successor
to the Servicer shall notify the Owner Trustee and the Indenture Trustee of its intention to
exercise the option granted to it in Section 9.01 of the Sale and Servicing Agreement to repurchase
the outstanding Receivables primarily comprising the Owner Trust Estate, then the Owner Trustee and
the Indenture Trustee shall give written notice thereof to each Securityholder[, the [Swap
Counterparty][Cap Provider]] and the Rating Agencies as soon as practicable after their receipt of
notice from the Servicer. Upon deposit by the Servicer or any successor to the Servicer of the
amount necessary to effect such purchase of the corpus of the Owner Trust Estate, the Indenture
Trustee shall make the final distributions to the Noteholders and Certificateholders as set forth
in Section 5.06 of the Sale and Servicing Agreement and shall promptly transfer all of its right,
title and interest in and to any amounts or investments remaining on deposit in the Collection
Account to the Owner Trustee, and in the Reserve Account [and the Yield Supplement Account] to the
Seller (in any event excluding any portion thereof necessary to make distributions to Noteholders
described in Section 3.03), and release from the lien of this Indenture all of the remaining
Collateral. The Indenture Trustee shall execute, deliver and file all agreements, certificates,
instruments or other documents necessary or



63









 




reasonably requested by the Issuer in order to effect such release and the transfer to the
Issuer of the Collateral.




ARTICLE XI

Miscellaneous




     SECTION 11.01 Compliance Certificates and Opinions, etc.



     (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action
under any provision of this Indenture, the Issuer shall, upon written request therefor from the
Indenture Trustee, furnish to the Indenture Trustee (i) an Officer’s Certificate stating that all
conditions precedent, if any, provided for in this Indenture relating to the proposed action have
been complied with, (ii) an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, and (iii) (if required by the TIA) an
Independent Certificate from a firm of certified public accountants meeting the applicable
requirements of this Section, except that, in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision of this Indenture,
no such written request from the Indenture Trustee need be furnished (and only such expressly
required documents need be delivered in connection therewith).



     (b) Every certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:




     (1) a statement that each signatory of such certificate or opinion has read or has
caused to be read such covenant or condition and the definitions herein relating thereto;




     (2) a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion are based;




     (3) a statement that, in the opinion of each such signatory, such signatory has made
such examination or investigation as is necessary to enable such signatory to express an
informed opinion as to whether or not such covenant or condition has been complied with; and




     (4) a statement as to whether, in the opinion of each such signatory, such condition or
covenant has been complied with.



     (c) Prior to the deposit of any Collateral or other property or securities with the Indenture
Trustee that is to be made the basis for the release of any property or securities subject to the
lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.01(a)
or elsewhere in this Indenture, furnish to the Indenture Trustee (if so requested by the Indenture
Trustee or required by the TIA) an Officer’s Certificate certifying or stating the opinion of each
person signing such certificate as to the fair value (within 90 days of such deposit) to the Issuer
of the Collateral or other property or securities to be so deposited.



64









 





     Whenever the Issuer would be required to furnish to the Indenture Trustee an Officer’s
Certificate certifying or stating the opinion of any signatory thereof as to the matters described
in this clause (c) if such an Officer’s Certificate had been requested by the Indenture Trustee or
required by the TIA, regardless of whether such an Officer’s Certificate was so requested or
required, the Issuer shall deliver to the Indenture Trustee an Independent Certificate as to the
same matters, if the fair value to the Issuer of the securities to be so deposited and of all other
such securities made the basis of any such withdrawal or release since the commencement of the
then-current calendar year of the Issuer, as set forth in the certificates delivered pursuant to
clause (c), is 10% or more of the Outstanding Amount of the Notes, but such a certificate need not
be furnished with respect to any securities so deposited, if the fair value thereof to the Issuer
as set forth in the related Officer’s Certificate is less than $25,000 or less than one percent of
the Outstanding Amount of the Notes.



     Whenever any property or securities are to be released from the lien of this Indenture, the
Issuer shall also furnish to the Indenture Trustee an Officer’s Certificate certifying or stating
the opinion of each person signing such certificate as to the fair value (within 90 days of such
release) of the property or securities proposed to be released and stating that in the opinion of
such person the proposed release will not impair the security under this Indenture in contravention
of the provisions hereof.



     Notwithstanding Section 2.09 or any other provision of this Section, the Issuer may, without
compliance with the requirements of the other provisions of this Section, (i) collect, liquidate,
sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or
required by the Basic Documents and (ii) make cash payments out of the Accounts as and to the
extent permitted or required by the Basic Documents so long as the Issuer shall deliver to the
Indenture Trustee commencing [                    ], and every six months thereafter, an Officer’s
Certificate of the Issuer stating that all such dispositions of Collateral that occurred during the
preceding six calendar months were in the ordinary course of the Issuer’s business and that the
proceeds thereof were applied in accordance with the Basic Documents.



     SECTION 11.02 Form of Documents Delivered to Indenture Trustee. In any case where
several matters are required to be certified by, or covered by an opinion of, any specified Person,
it is not necessary that all such matters be certified by, or covered by the opinion of, only one
such Person, or that they be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such matters in one or
several documents.



     Any certificate or opinion of an Authorized Officer of the Issuer may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless
such officer knows, or in the exercise of reasonable care should know, that the certificate or
opinion or representations with respect to the matters upon which such officer’s certificate or
opinion is based are erroneous. Any such certificate of an Authorized Officer or Opinion of
Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of,
or representations by, an officer or officers of the Servicer, the Seller, the Issuer or the
Administrator, stating that the information with respect to such factual matters is in the
possession of the Servicer, the Seller, the Issuer or the Administrator, unless such counsel knows,



65









 




or in the exercise of reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous.




     Where any Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this Indenture, they may,
but need not, be consolidated and form one instrument.



     Whenever in this Indenture, in connection with any application or certificate or report to the
Indenture Trustee, it is provided that the Issuer shall deliver any document as a condition of the
granting of such application, or as evidence of the Issuer’s compliance with any term hereof, it is
intended that the truth and accuracy, at the time of the granting of such application or at the
effective date of such certificate or report (as the case may be), of the facts and opinions stated
in such document shall in such case be conditions precedent to the right of the Issuer to have such
application granted or to the sufficiency of such certificate or report. The foregoing shall not,
however, be construed to affect the Indenture Trustee’s right to rely upon the truth and accuracy
of any statement or opinion contained in any such document as provided in Article VI.



     SECTION 11.03 Acts of Noteholders.



     (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Noteholders may be embodied in and evidenced by
one or more instruments of substantially similar tenor signed by such Noteholders in person or by
agents duly appointed in writing; and except as herein otherwise expressly provided such action
shall become effective when such instrument or instruments are delivered to the Indenture Trustee,
and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to as the “Action” of
the Noteholders signing such instrument or instruments. Proof of execution of any such instrument
or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and
(subject to Section 6.01) conclusive in favor of the Indenture Trustee and the Issuer, if made in
the manner provided in this Section.



     (b) The fact and date of the execution by any person of any such instrument or writing may be
proved in any manner that the Indenture Trustee deems sufficient.



     (c) The ownership of Notes shall be proved by the Note Register.



     (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by
the Holder of any Notes shall bind the Holder of every Note issued upon the registration thereof or
in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be
done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such
action is made upon such Note.



     SECTION 11.04 Notices to Indenture Trustee, Issuer[, the [Swap Counterparty][Cap
Provider]] and Rating Agencies. Any request, demand, authorization, direction, notice,
consent, waiver or Action of Noteholders or other documents provided or permitted by this Indenture
shall be in writing and if such request, demand, authorization, direction, notice, consent, waiver
or Action of Noteholders is to be made upon, given or furnished to or filed with:



66









 






     (a) the Indenture Trustee by any Noteholder or by the Issuer, it shall be sufficient for every
purpose hereunder if made, given, furnished or filed in writing to or with the Indenture Trustee at
its Corporate Trust Office;



     (b) the Issuer by the Indenture Trustee or by any Noteholder, it shall be sufficient for every
purpose hereunder if in writing and mailed first-class, postage prepaid to the Issuer addressed to:
Nissan Auto Receivables 20[   ]-[   ] Owner Trust, c/o Wilmington Trust Company, Rodney Square
North, 1100 North Market Street, Wilmington, Delaware 19890, Attention: Nissan Auto Receivables
20[   ]-[   ] Owner Trust, with a copy to Nissan Motor Acceptance Corporation, One Nissan Way,
Franklin, Tennessee 37067, Attention: Treasurer, or at any other address previously furnished in
writing to the Indenture Trustee by the Issuer or the Administrator. The Issuer shall promptly
transmit any notice received by it from the Noteholders [or the [Swap Counterparty][Cap Provider]]
to the Indenture Trustee; [or]



     (c) [the [Swap Counterparty][Cap Provider], as provided in an Interest Rate [Swap][Cap]
Agreement.]



     Notices required to be given to the Rating Agencies by the Issuer, the Indenture Trustee or
the Owner Trustee shall be in writing, personally delivered or mailed by certified mail, return
receipt requested, to [(i) in the case of Moody’s, at the following address: Moody’s Investors
Service, ABS Monitoring Department, 7 World Trade Center, 250 Greenwich Street, New York, New York
10007,] [(ii) in the case of Standard & Poor’s, at the following address: Standard & Poor’s, a
division of The McGraw-Hill Companies, Inc., 55 Water Street, New York, New York 10041-0003,
Attention: Asset Backed Surveillance Department] [and (iii) in the case of Fitch, at the following
address: Fitch Ratings, One State Street Plaza, New York, New York 10004, Attention: Asset Backed
Securities Group], or as to each of the foregoing, at such other address as shall be designated by
written notice to the other parties.



     SECTION 11.05 Notices to Noteholders; Waiver. Where this Indenture provides for
notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise
herein expressly provided) if in writing and mailed, first-class, postage prepaid to each
Noteholder affected by such event, at his address as it appears on the Note Register, not later
than the latest date, and not earlier than the earliest date, prescribed for the giving of such
notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such
notice nor any defect in any notice so mailed to any particular Noteholder shall affect the
sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the
manner herein provided shall conclusively be presumed to have been duly given.



     Where this Indenture provides for notice in any manner, such notice may be waived in writing
by any Person entitled to receive such notice, either before or after the event, and such waiver
shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the
Indenture Trustee but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such a waiver.



     In case, by reason of the suspension of regular mail service as a result of a strike, work
stoppage or similar activity, it shall be impractical to mail notice of any event to Noteholders
when such notice is required to be given pursuant to any provision of this Indenture, then any



67









 




manner of giving such notice as shall be satisfactory to the Indenture Trustee shall be deemed
to be a sufficient giving of such notice.




     Where this Indenture provides for notice to the Rating Agencies, failure to give such notice
shall not affect any other rights or obligations created hereunder, and shall not under any
circumstance constitute a Default or Event of Default.



     SECTION 11.06 Alternate Payment and Notice Provisions. Notwithstanding any provision
of this Indenture or any of the Notes to the contrary, the Issuer may enter into any agreement with
any Holder of a Note providing for a method of payment, or notice by the Indenture Trustee or any
Paying Agent to such Holder, that is different from the methods provided for in this Indenture for
such payments or notices. The Issuer will furnish to the Indenture Trustee a copy of each such
agreement and the Indenture Trustee will cause payments to be made and notices to be given in
accordance with such agreements.



     SECTION 11.07 Conflict with Trust Indenture Act. If any provision hereof limits,
qualifies or conflicts with another provision hereof that is required to be included in this
Indenture by any of the provisions of the Trust Indenture Act, such required provision shall
control.



     The provisions of TIA Sections 310 through 317 that impose duties on any person (including the
provisions automatically deemed included herein unless expressly excluded by this Indenture) are a
part of and govern this Indenture, whether or not physically contained herein.



     SECTION 11.08 Effect of Headings and Table of Contents. The Article and Section
headings herein and the Table of Contents are for convenience only and shall not affect the
construction hereof.



     SECTION 11.09 Successors and Assigns. All covenants and agreements in this Indenture
and the Notes by the Issuer shall bind its successors and assigns, whether so expressed or not.
All agreements of the Indenture Trustee in this Indenture shall bind its successors, co-trustees
and agents.



     SECTION 11.10 Severability. If any one or more of the covenants, agreements,
provisions or terms of this Indenture shall be for any reason whatsoever held invalid or
unenforceable in any jurisdiction, then such covenants, agreements, provisions or terms shall be
deemed severable from the remaining covenants, agreements, provisions or terms of this Indenture
and shall in no way affect the validity or enforceability of the other provisions of this Indenture
or of the Notes[, any Interest Rate [Swap][Cap] Agreement] or the Certificates or the rights of the
Holders thereof.



     SECTION 11.11 Benefits of Indenture. [The [Swap Counterparty][Cap Provider] shall be
a third party beneficiary to the provisions of this Indenture.] Nothing in this Indenture or in
the Notes, express or implied, shall give to any Person, other than the parties hereto and their
successors hereunder, the Noteholders [and the [Swap Counterparty][Cap Provider]], any other
party secured hereunder and any other Person with an ownership interest in any part of the
Trust Estate, any benefit or any legal or equitable right, remedy or claim under this Indenture.



68









 





     SECTION 11.12 Governing Law. This Indenture shall be governed by and construed in
accordance with the laws of the State of New York, without reference to its conflict of law
provisions (other than Section 5-1401 of the General Obligations Law of the State of New York), and
the obligations, rights and remedies of the parties hereunder shall be determined in accordance
with such laws.



     SECTION 11.13 Counterparts. This Indenture may be executed simultaneously in any
number of counterparts, each of which shall be deemed to be an original, and all of which shall
constitute but one and the same instrument.



     SECTION 11.14 Recording of Indenture. If this Indenture is subject to recording in
any appropriate public recording offices, such recording is to be effected by the Issuer and at its
expense accompanied by an Opinion of Counsel (which may be counsel to the Indenture Trustee or any
other counsel reasonably acceptable to the Indenture Trustee) to the effect that such recording is
necessary either for the protection of the Noteholders or any other Person secured hereunder or for
the enforcement of any right or remedy granted to the Indenture Trustee under this Indenture.



     SECTION 11.15 Trust Obligation. No recourse may be taken, directly or indirectly,
with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or Certificates or under this Indenture or any certificate or other writing delivered in
connection herewith or therewith, against (i) the Indenture Trustee or the Owner Trustee in its
individual capacity, (ii) the Seller, any Certificateholder or other owner of a beneficial interest
in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent
of the Indenture Trustee or the Owner Trustee in its individual capacity, any Certificateholder or
other owner of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or
of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual
capacity, except as any such Person may have expressly agreed (it being understood that the
Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and
except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by
applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to
pay any installment or call owing to such entity. For all purposes of this Indenture, in the
performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be
subject to, and entitled to the benefits of, the terms and provisions of Article VI, VII and VIII
of the Trust Agreement.



     SECTION 11.16 No Petition. The Indenture Trustee, by entering into this Indenture,
and each Noteholder, by accepting a Note, [and the [Swap Counterparty][Cap Provider] by entering
into the Interest Rate [Swap][Cap] Agreement(s),] hereby covenant and agree that they will not at
any time file, join in any filing of, or cooperate or encourage others to file against the Seller
or the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any United States federal or state bankruptcy or similar law, in
connection with any obligations relating to the Notes, the Certificates or any of the Basic
Documents.



     SECTION 11.17 Inspection. The Issuer agrees that, on reasonable prior notice, it
will permit any representative of the Indenture Trustee, during the Issuer’s normal business hours,
to



69









 







examine all the books of account, records, reports and other papers of the Issuer, to make
copies and extracts therefrom, to cause (at the expense of the requesting party) such books to be
audited by Independent certified public accountants, and to discuss the Issuer’s affairs, finances
and accounts with the Issuer’s officers, employees, and Independent certified public accountants,
all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee
shall and shall cause its representatives to hold in confidence all such information except to the
extent disclosure may be required by law (and all reasonable applications for confidential
treatment are unavailing) and except to the extent that the Indenture Trustee may reasonably
determine that such disclosure is consistent with its obligations hereunder.



     SECTION 11.18 [Limitation of Rights. All of the rights of the [Swap
Counterparty][Cap Provider] in, to and under this Indenture or any other Basic Document (including,
but not limited to, all of the [Swap Counterparty’s][Cap Provider’s] rights as a third-party
beneficiary of this Indenture and all of the [Swap Counterparty’s][Cap Provider’s] rights to
receive notice of any action hereunder or under any other Basic Document and to give or withhold
consent to any action hereunder or under any other Basic Document) shall terminate upon the
termination of the Interest Rate [Swap][Cap] Agreement(s) in accordance with the terms thereof and
the payment in full of all amounts owing to the [Swap Counterparty][Cap Provider] under the
Interest Rate [Swap][Cap] Agreement(s).]



The remainder of this page intentionally left blank.





70











 





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




	 	 	 	 	 
	 	NISSAN AUTO RECEIVABLES 20[      ]-[      ] OWNER TRUST

 	 
	 	By:  	WILMINGTON TRUST COMPANY,
 	 
	 	 	not in its individual capacity but 	 
	 	 	solely as Owner Trustee 	 
	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	U.S. BANK NATIONAL ASSOCIATION,

not in its individual capacity but solely as Indenture Trustee

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



S-1









 






	 	 	 	 	 



	 	 	 	 	 	 	 	 	 
	STATE OF DELAWARE

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	ss	 	 
	COUNTY OF NEW CASTLE

	 	 	)	 	 	 	 	 





Sworn to and subscribed before me this       day of [                         ], by                          .




	 	 	 	 	 	 	 
	 
	 	 
	 	 	 	 
	 
	 	Notary Public	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Name:                                                                         	 	 	 	 
	 
	 	My Commission Expires:                                          	 	 	 	 





Notary Seal









S-2









 








	 	 	 	 	 	 	 	 	 
	STATE OF ILLINOIS

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	ss	 	 
	COUNTY OF                     

	 	 	)	 	 	 	 	 





Sworn to and subscribed before me this       day of [                    ], by                     .




	 	 	 	 	 	 	 
	 
	 	 
	 	 	 	 
	 
	 	Notary Public	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Name:                                                                     	 	 	 	 
	 
	 	My Commission Expires:                                      	 	 	 	 





Notary Seal









S-3









 








EXHIBIT A




FORM OF CLASS [A-1a] [A-1b] [A-2a] [A-2b] [A-3a] [A-3b] [A-4a] [A-4b] NOTE



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



     THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE
HEREOF.



     THIS NOTE IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED OR GUARANTEED BY, ANY GOVERNMENTAL
AGENCY OR NISSAN AUTO RECEIVABLES CORPORATION II, NISSAN MOTOR ACCEPTANCE CORPORATION, NISSAN NORTH
AMERICA, INC., NISSAN MOTOR CO., LTD., ANY TRUSTEE OR ANY OF THEIR AFFILIATES. THE PRINCIPAL AND
INTEREST ON THIS NOTE IS PAYABLE SOLELY FROM PAYMENTS ON THE RECEIVABLES AND AMOUNTS ON DEPOSIT IN
THE RESERVE ACCOUNT [AND THE YIELD SUPPLEMENT ACCOUNT].



     EACH PURCHASER AND TRANSFEREE OF THIS NOTE WILL BE DEEMED TO REPRESENT, WARRANT AND COVENANT
THAT EITHER (I) IT IS NOT ACQUIRING THE NOTE (OR ANY INTEREST THEREIN) WITH THE ASSETS OF AN
“EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED (“ERISA”), WHICH IS SUBJECT TO TITLE I OF ERISA, A “PLAN” DESCRIBED IN AND
SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S
INVESTMENT IN THE ENTITY, OR ANY OTHER EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO A LAW THAT IS
SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) THE
ACQUISITION, HOLDING AND DISPOSITION OF THE NOTE WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA, SECTION 4975 OF THE CODE OR ANY SIMILAR LAW.



A-1









 





NISSAN AUTO RECEIVABLES 20[      ]-[      ] OWNER TRUST

[LIBOR +] [____]% ASSET BACKED NOTES,

CLASS [A-1a] [A-1b] [A-2a] [A-2b] [A-3a] [A-3b] [A-4a] [A-4b]




	 	 	 
	 

	 	$                  
	No. R-     

	 	CUSIP NO.                    
	 

	 	ISIN No.                           






     Nissan Auto Receivables 20[      ]-[      ] Owner Trust, a statutory trust organized and existing
under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received,
hereby promises to pay to                                         , or registered assigns, the principal sum of
                     DOLLARS ($                    ) payable on each Distribution Date in an aggregate amount, if
any, payable from the Collection Account in respect of the principal on the Class [A-1a] [A-1b]
[A-2a] [A-2b] [A-3a] [A-3b] [A-4a] [A-4b] Notes pursuant to Section 3.01 of the Indenture dated as
of [                    ] (the “Indenture”), between the Issuer and U.S. Bank National Association, as
Indenture Trustee (the “Indenture Trustee”) and Sections 5.06(c), (d) and (e) of the Sale and
Servicing Agreement dated as of [                    ] (the “Sale and Servicing Agreement”), among the
Issuer, NARC II, as Seller, and NMAC, as Servicer (which amounts shall be limited to the portion of
Available Amounts specified in such sections); provided, however, that the entire
unpaid principal amount of this Note shall be due and payable on the Distribution Date occurring on
                                         (the “Class [A-1a] [A-1b] [A-2a] [A-2b] [A-3a] [A-3b] [A-4a] [A-4b] Final
Scheduled Distribution Date”). Capitalized terms used but not defined herein have the meanings
ascribed thereto in the Indenture and the Sale and Servicing Agreement, as the case may be.



     The Issuer will pay interest on this Note at the rate per annum shown above on each
Distribution Date until the principal of this Note is paid or made available for payment, on the
principal amount of this Note outstanding on the preceding Distribution Date (after giving effect
to all payments of principal made on the preceding Distribution Date), subject to certain
limitations contained in Section 3.01 of the Indenture. Interest on this Note will accrue for each
Distribution Date, [{for the Class A-1[a][b] Notes, Class A-[     ] Notes , Class A-[     ] Notes and
Class A-[     ] Notes } during the period from (and including) the Distribution Date during the
calendar month preceding such Distribution Date (or in the case of the first Distribution Date, or
if no interest has yet been paid, from (and including) the Closing Date) to (but excluding) such
Distribution Date] [{for the Class A-[     ] Notes, Class A-[     ] Notes, Class A-[     ] Notes and Class
A-[     ] Notes} during the period from (and including) the 15th day of the preceding calendar month
(or in the case of the first Distribution Date, or if no interest has yet been paid, from (and
including) the Closing Date) to (but excluding) the 15th day of the month in which such
Distribution Date occurs]. Interest will be computed on the basis specified in the Indenture for
each Interest Period. Such principal of and interest on this Note shall be paid in the manner
specified on the reverse hereof.



     The principal of and interest on this Note are payable in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of public and private
debts. All payments made by the Issuer with respect to this Note shall be applied first to interest
due and payable on this Note as provided above and then to the unpaid principal of this Note.



A-2









 





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



     Unless the certificate of authentication hereon has been executed by the Indenture Trustee
whose name appears below by manual signature, this Note shall not be entitled to any benefit under
the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.



A-3









 





     IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in
facsimile, by its Authorized Officer, as of the date set forth below.



     Date: [                    ]



	 	 	 	 	 
	 	NISSAN AUTO RECEIVABLES 20[  ]-[  ]

OWNER TRUST

 	 
	 	By:  	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee under the Trust Agreement
 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



A-4









 






	 	 	 	 	 



TRUSTEE’S CERTIFICATE OF AUTHENTICATION





     This is one of the Notes designated above and referred to in the within-mentioned Indenture.



          Date: [                    ]




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

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



A-5









 






	 	 	 	 	 



REVERSE OF NOTE





     This Note is one of a duly authorized issue of Notes of the Issuer, designated as [     ]%
Asset Backed Notes, Class [A-1a] [A-1b] [A-2a] [A-2b] [A-3a] [A-3b] [A-4a] [A-4b] (herein called
the “Class [A-1a] [A-1b] [A-2a] [A-2b] [A-3a] [A-3b] [A-4a] [A-4b] Notes”), all issued under the
Indenture, to which Indentures and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Class [A-1a] [A-1b] [A-2a] [A-2b] [A-3a] [A-3b] [A-4a]
[A-4b] Notes are subject to all terms of the Indenture.



     The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes,
(collectively, the “Notes”) are and, except as otherwise provided in the Indenture and the Sale and
Servicing Agreement, will be equally and ratably secured by the collateral pledged as security
therefor as provided in the Indenture.



     Principal of the Class [A-1a] [A-1b] [A-2a] [A-2b] [A-3a] [A-3b] [A-4a] [A-4b] Notes will be
payable on each Distribution Date in an amount described in the Indenture. “Distribution Date”
means the fifteenth day of each month, or, if any such date is not a Business Day, the next
succeeding Business Day, commencing [                    ].



     Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due
and payable on the date on which an Event of Default shall have occurred and be continuing and the
Indenture Trustee or the Holders of a majority of the Outstanding Amount of the Notes, voting as a
single class (excluding for such purpose the outstanding principal amount of any Notes held of
record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all
of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates),
have declared the Notes to be immediately due and payable in the manner provided in Section 5.02 of
the Indenture or following the exercise by the Servicer of its option to purchase the Receivables
pursuant to Section 9.01 of the Sale and Servicing Agreement and Section 10.01 of the Indenture.
In case of an unrescinded acceleration upon an Event of Default, all payments of interest and
principal will be made to the Noteholders, as set forth in Section 5.06(d) of the Sale and
Servicing Agreement. In case of the optional purchase of the Receivables, all interest and all
principal payments on the Class [A-1a] [A-1b] [A-2a] [A-2b] [A-3a] [A-3b] [A-4a] [A-4b] Notes shall
be made pro rata to the Class [A-1a] [A-1b] [A-2a] [A-2b] [A-3a] [A-3b] [A-4a] [A-4b] Noteholders
entitled thereto.



     Payments of interest on this Note due and payable on each Distribution Date, together with the
installment of principal, if any, to the extent not in full payment of this Note, shall be paid to
the Person in whose name of such Note (or one or more Predecessor Notes) is registered on the
Record Date by wire transfer in immediately available funds to the account designated by such
nominee, except for the final installment of principal payable with respect to such Note on a
Distribution Date or on the applicable Final Scheduled Distribution Date, which shall be payable as
provided below. Any reduction in the principal amount of this Note (or any one or more Predecessor
Notes) effected by any payments made on any Distribution Date shall be binding upon all future
Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not noted hereon. If funds are



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expected to be available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Distribution Date, then the Indenture Trustee,
in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder
hereof as of the Record Date preceding such Distribution Date by notice mailed or transmitted by
facsimile prior to such Distribution Date, and the amount then due and payable shall be payable
only upon presentation and surrender of this Note at the Indenture Trustee’s principal Corporate
Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located
in The City of New York.




     The Issuer shall pay interest on overdue installments of interest at the Class [A-1a] [A-1b]
[A-2a] [A-2b] [A-3a] [A-3b] [A-4a] [A-4b] Rate to the extent lawful.



     As provided in the Indenture and subject to certain limitations set forth therein, the
transfer of this Note may be registered on the Note Register upon surrender of this Note for
registration of transfer at the office or agency designated by the Issuer pursuant to the
Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee as set forth in Section 2.04 of the Indenture, and thereupon
one or more new Notes of authorized denominations and in the same aggregate principal amount will
be issued to the designated transferee or transferees. No service charge will be charged for any
registration of transfer or exchange of this Note, but the transferor may be required to pay a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any
such registration of transfer or exchange.



     Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a
beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture
Trustee on the Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual
capacity, (ii) the Seller or any owner of a beneficial interest in the Issuer or (iii) any partner,
owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner
Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Owner
Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the
Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it
being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their
individual capacity) and except that any such partner, owner or beneficiary shall be fully liable,
to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.



     The Holder of this Note by its acceptance hereof agrees that, except as expressly provided in
the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have
no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided,
however, that nothing contained herein shall be taken to prevent recourse to, and enforcement
against, the assets of the Issuer for any and all liabilities, obligations and undertakings
contained in the Indenture or in this Note.



     Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a
beneficial interest in a Note, covenants and agrees by accepting the benefits of the



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Indenture that such Noteholder or Note Owner will not at any time file, join in the filing of,
or cooperate with or encourage others to file against the Seller or the Issuer, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under any United States federal
or state bankruptcy or similar law in connection with any obligations relating to the Notes, the
Indenture or the Basic Documents.




     The Issuer has entered into the Indenture and this Note is issued with the intention that, for
federal, state and local income, single business and franchise tax purposes, the Notes will qualify
as indebtedness of the Issuer secured by the Trust Estate. Each Noteholder, by acceptance of a
Note (and each Note Owner by acceptance of a beneficial interest in a Note), agrees to treat the
Notes for federal, state and local income, single business and franchise tax purposes as
indebtedness of the Issuer.



     Prior to the due presentment for registration of transfer of this Note, the Issuer, the
Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in
whose name this Note (as of the day of determination or as of such other date as may be specified
in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be
overdue, and none of the Issuer, the Indenture Trustee or any such agent shall be affected by
notice to the contrary.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Issuer and the rights of the Holders of the
Notes under the Indenture at any time by the Issuer and the Indenture Trustee, when authorized by
an Issuer Order, with prior notice to the Rating Agencies and with the consent of the Holders of a
majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such
purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC
II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or
beneficially owned by NARC II, NMAC or any of their Affiliates). Section 5.12 of the Indenture
also contains provisions permitting the Holders of a majority of the Outstanding Amount of the
Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any
Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at
such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of
their Affiliates), on behalf of the Holders of all the Notes, to waive compliance by the Issuer
with certain provisions of the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Note (or any one or more
Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of
this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or
in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The
Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set
forth in the Indenture without the consent of Holders of the Notes issued thereunder.



     The term “Issuer” as used in this Note includes any successor to the Issuer under the
Indenture.



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     The Issuer is permitted by the Indenture, under certain circumstances, to merge or
consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the
Indenture.



     The Notes are issuable only in registered form in denominations as provided in the Indenture,
subject to certain limitations therein set forth.



     This Note and the Indenture shall be construed in accordance with the laws of the State of New
York, without reference to its conflict of law provisions (other than Section 5-1401 of the General
Obligations Law of the State of New York), and the obligations, rights and remedies of the parties
hereunder and thereunder shall be determined in accordance with such laws.



     No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the
principal of and interest on this Note at the times, place and rate, and in the coin or currency
herein prescribed.



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ASSIGNMENT




     Social Security or taxpayer I.D. or other identifying number of assignee:                     



     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:



     
 





(name and address of assignee)




     the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints
     , attorney, to transfer said Note on the books kept for registration thereof, with full power
of substitution in the premises.



     Dated:                              */



     Signature Guaranteed:



                                                 */





 




			
	*/	 	NOTICE: The signature to this assignment must correspond with the name of the registered
owner as it appears on the face of the within Note in every particular, without alteration,
enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor
institution” meeting the requirements of the Note Registrar, which requirements include membership
or participation in STAMP or such other “signature guarantee program” as may be determined by the
Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended.






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