exv4w3






Exhibit 4.3




NISSAN MASTER OWNER TRUST RECEIVABLES



Issuer



[U.S. BANK NATIONAL ASSOCIATION]



Indenture Trustee



SERIES 20[__]-[_]



INDENTURE SUPPLEMENT



Dated as of [______________]



NISSAN MASTER OWNER TRUST RECEIVABLES,

SERIES 20[__]-[_]



 









 





          SERIES 20[__]-[_] INDENTURE SUPPLEMENT, dated as of [______________] (as amended, supplemented
or otherwise modified from time to time, the “Indenture Supplement”), by and between NISSAN
MASTER OWNER TRUST RECEIVABLES, a Delaware statutory trust, as issuer (the “Issuer”), and
[U.S. Bank National Association], a [national banking association organized and existing under the
laws of the United States], as Indenture Trustee (the “Indenture Trustee”).



RECITALS




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



          B. The parties to this Indenture Supplement, by executing and delivering this Indenture
Supplement, are providing for the creation of the Series 20[__]-[_] Notes and specifying the
principal terms thereof.



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



GRANTING CLAUSES




          In addition to the Grant of the Indenture, the Issuer hereby Grants to the Indenture Trustee,
for the exclusive benefit of the Holders of the Series 20[__]-[_] Notes, all of the Issuer’s right,
title and interest (whether now owned or hereafter acquired) in, to and under:




     (i) all Collections on the Receivables allocated to the Holders of the Series
20[__]-[_] Notes;




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




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



          The foregoing Grants are made in trust to secure (a) the Issuer’s obligations under the Series
20[__]-[_] Notes equally and ratably without prejudice, priority, or distinction between any Series
20[__]-[_] Note and any other Series 20[__]-[_] Note, (b) the payment of all other sums payable
under the Series 20[__]-[_] Notes, the Indenture and this Indenture Supplement



 









 




and (c) the compliance with the terms and conditions of the Series 20[__]-[_] Notes, the
Indenture and this Indenture Supplement, all as provided herein or therein.




          The Indenture Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with
the provisions hereof and agrees to perform the duties herein required to the end that the
interests of Series 20[__]-[_] Noteholders may be adequately protected.



ARTICLE I




CREATION OF SERIES 20[__]-[_] NOTES



          Section 1.01. Designation.



          (a) There is hereby created a Series of Notes to be issued by the Issuer on the Series
20[__]-[_] Issuance Date pursuant to the Indenture and this Indenture Supplement to be known as the
“Nissan Master Owner Trust Receivables, Series 20[__]-[_] Notes” or the “Series 20[__]-[_] Notes.”
The Series 20[__]-[_] Notes will be due and payable on the Series 20[__]-[_] Final Maturity Date.



          (b) The Series 20[__]-[_] Notes will be included in Excess Interest Sharing Group [____] and
in Excess Principal Sharing Group [________]. The Series 20[__]-[_] Notes shall not be
subordinated to any other Series.



          (c) The first Payment Date with respect to the Series 20[__]-[_] Notes shall be [________],
20[__]. The first payment period will consist of [__] days, and interest will be calculated on the
basis of the [actual number of days elapsed][30 days] in such period and a year of [360][365] days.



          (d) The Series 20[__]-[_] Notes are “Notes” and this Indenture Supplement is an “Indenture
Supplement” for all purposes under the Indenture. If any provision of the Series 20[__]-[_] Notes
or this Indenture Supplement conflicts with or is inconsistent with any provision of the Indenture,
the provisions of the Series 20[__]-[_] Notes or this Indenture Supplement, as the case may be,
control.



          (e) Each term defined in Section 2.01 of this Indenture Supplement relates only to Series
20[__]-[_] and this Indenture Supplement and to no other Series or Indenture Supplement.



ARTICLE II




DEFINITIONS



          Section 2.01. Definition.



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



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



          “Accumulation Period” means, unless an Early Amortization Period shall have occurred
prior thereto, the period commencing on the Accumulation Period Commencement Date and terminating
on the earlier of (i) the close of business on the day immediately preceding the date on which an
Early Amortization Period commences and (ii) the last day of the Collection Period preceding the
Payment Date on which the Series 20[__]-[_] Outstanding Principal Amount is expected to be paid in
full.



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



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



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



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



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



          “Advance” has the meaning set forth in Section 4.03.



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



          [“Calculation Agent” means, initially, the Indenture Trustee and, thereafter, any
other Person designated by the Indenture Trustee to act in such capacity.]



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



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



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



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          “Clearstream” means Clearstream Banking.



          “Code” means the Internal Revenue Code of 1986.



          “Collection Period” means, (i) with respect to the [______] Payment Date, the period
commencing on (and including) [_______] and ending on (and including) [________] and (ii) with
respect to any other Payment Date, the calendar month preceding the month in which that Payment
Date occurs.



          “Controlled Accumulation Amount” means, for any Payment Date with respect to the
Accumulation Period, $[___________]; provided, however, that if the Accumulation
Period Length is determined to be less than [_______] months pursuant to Section 4.11, the
Controlled Accumulation Amount for each Payment Date with respect to the Accumulation Period shall
be equal to the quotient obtained by dividing (i) the Series 20[__]-[_] Initial Invested Amount by
(ii) the Accumulation Period Length.



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



          “Corporate Trust Office” means the office of the Indenture Trustee, [209 South LaSalle
Street, Suite 300, Chicago, Illinois 60604], or any successor office at which at any particular
time the Indenture and this Indenture Supplement will be administered.



          “Covered Amount” means, for any day on which amounts are on deposit in the
Accumulation Account, an amount equal to the product of (i) a fraction, the numerator of which is 1
and the denominator of which is 360, (ii) the Note Interest Rate with respect to the Interest
Period in which such day occurs and (iii) the sum of (x) the aggregate amount on deposit in the
Accumulation Account, if any, on such day, and (y) the Series 20[__]-[_] Allocation Percentage of
amounts on deposit in the Excess Funding Account on such day, if any, in each case, after giving
effect to any deposit thereto on such day.



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



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



          “Date of Processing” means, with respect to any transaction, the date on which such
transaction is first recorded on the Servicer’s computer file of accounts (without regard to the
effective date of such recordation).



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



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          (A) the amount by which the aggregate balance of Principal Receivables due from [_______] and
its Affiliates, less any amounts in the Cash Management Account relating to such Receivables,
exceeds [__]% of the Pool Balance, in each case, on the last day of the Collection Period
immediately preceding such Payment Date;



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



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



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



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



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



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



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          “Defaulted Receivable” means each Receivable that on any day in a Collection Period
has been charged off as uncollectible on that date in accordance with the Floorplan Financing
Guidelines.



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



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



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



          “Determination Date” means, for any Payment Date, the day that is two Business Days
before such Payment Date and is the date on which payments to Series 20[__]-[_] Noteholders are
determined.



          “Early Amortization Event” means any Early Amortization Event specified in the
definition of “Early Amortization Event” in Section 6.01.



          “Early Amortization Period” means a period beginning on the day on which an Early
Amortization Event occurs and terminating on the earliest of (i) the last day of the Collection
Period preceding the Payment Date on which the Series 20[__]-[_] Outstanding Principal Amount is to
be paid in full, (ii) if the Early Amortization Period has commenced before the commencement of the
Accumulation Period, the day on which the Revolving Period recommences under the circumstances
described in the Indenture and in Section 6.01 and (iii) the Trust Termination Date.



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



          “Euroclear” means Euroclear Bank S.A./N.V.



          “Event of Default” means any Event of Default specified in the definition of “Event of
Default” in the Annex of Definitions.



          “Excess Interest Amounts” means, with respect to Series 20[__]-[_], for any Payment
Date, the excess (if any) of (i) the Series 20[__]-[_] Investor Available Interest Amounts for such
Payment Date over (ii) the full amount required to be paid, without duplication, pursuant to
clauses (i) through (vii) of Section 4.04(a) on such Payment Date.



          “Excess Interest Sharing Group [______]” means Series 20[__]-[_] and each other Series
specified in the related Indenture Supplement to be included in Excess Interest Sharing Group
[______] from which, or to which, Excess Interest Amounts (and comparable amounts with
respect to each such other Series) may be allocated to cover shortfalls in payments or deposits of
the other Series in Excess Interest Sharing Group [______].



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          “Excess Principal Amounts” means, with respect to Series 20[__]-[_], for any Payment
Date, (i) during the Revolving Period, the Series 20[__]-[_] Investor Available Principal Amounts
for such Payment Date, and (ii) during the Accumulation Period or the Early Amortization Period,
the excess, if any, of (a) the Series 20[__]-[_] Investor Available Principal Amounts for such
Payment Date over (b) the full amount required to be paid or deposited, without duplication,
pursuant to clause (i) of Section 4.04(d) or clause (i) of Section 4.04(e) on such Payment Date.



          “Excess Principal Sharing Group [________]” means Series 20[__]-[_] and each other
Series specified in the related Indenture Supplement to be included in Excess Principal Sharing
Group [________] from which, or to which, Excess Principal Amounts (and comparable amounts with
respect to each such other Series) may be allocated to cover shortfalls in payments or deposits of
the other Series in Excess Principal Sharing Group [________].



          “Floorplan Financing Agreement” means, collectively, the group of related agreements
between and among NMAC (either as the originator of a floorplan financing account or by virtue of
an assignment and assumption by NMAC from the applicable originator of such account), the Dealer
with respect thereto and, in the case of New Vehicles, a Manufacturer, pursuant to which (a) NMAC
agrees to extend credit to such Dealer to finance its purchase of New Vehicles, Pre-Owned Vehicles
and/or Used Vehicles, (b) NMAC has a security interest in the specific vehicles so financed by
NMAC, certain other vehicles, and a subordinated security interest in other collateral and the
proceeds thereof, (c) such Dealer agrees to repay advances made by NMAC at the time of sale or
lease of such financed vehicle, or pursuant to a payment schedule if such vehicle is not sold or
leased before the first payment is due pursuant to such schedule, and (d) the obligations of such
Dealer to repay such advances is evidenced by one or more promissory notes of such Dealer.



          “Floorplan Financing Guidelines” means the written policies and procedures of NMAC, as
such policies and procedures may be amended from time to time, (a) relating to the operation of its
floorplan financing business, including the written policies and procedures for determining (i) the
maximum amount lent to and interest rate charged to dealers for such financing, (ii) the other
terms and conditions relating to NMAC’s floorplan financing accounts, (iii) the creditworthiness of
dealers and (iv) the continued extension of credit to dealers and (b) relating to the maintenance
of accounts and collection of receivables and (c) relating to the Cash Management Accounts
maintained by NMAC on behalf of dealers.



          “Incremental Overcollateralization Amount” means, on any Payment Date, the product
obtained by multiplying (i) a fraction, the numerator of which is the Series 20[__]-[_] Invested
Amount on such Payment Date before giving effect to distributions on such date, and the denominator
of which is the Pool Balance as of the last day of the preceding Collection Period by (ii) the sum
of:



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



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



          (C) the amount by which the aggregate principal balance of Receivables relating to Used
Vehicles and Pre-Owned Vehicles less any amounts in the Cash Management Account relating to such
Receivables exceeds [__]% of the Pool Balance.


Each of clauses (A), (B) and (C) above shall be calculated on each Determination Date using
balances and amounts as of the last day of the Collection Period preceding such Determination Date.




          “Indenture” means the Indenture, dated as of July 24, 2003, between the Issuer and the
Indenture Trustee, as amended and restated as of October 15, 2003.



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



          “Interest Determination Date” means, with respect to any Interest Period, the day that
is two London Business Days prior to the first day of such Interest Period.



          “Interest Period” means, with respect to any Payment Date, the period from and
including the Payment Date immediately preceding such Payment Date (or, in the case of the first
Payment Date, from and including the Series 20[__]-[_] Issuance Date) to but excluding such Payment
Date.



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



          “Interest Shortfall” means, with respect to Series 20[__]-[_] for any Payment Date,
the excess, if any, of (a) the full amount required to be paid, without duplication, pursuant to
clauses (i) through (v) of Section 4.04(a) on such Payment Date over (b) the Series 20[__]-[_]
Investor Available Interest Amounts for such Payment Date.



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



          “LIBOR” has the meaning specified in Section 4.13.



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



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



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



          “Monthly Servicing Fee” means, for any Payment Date, an amount equal to one-twelfth of
the product of (a) the Servicing Fee Rate and (b) the arithmetic average of the Series 20[__]-[_]
Nominal Liquidation Amount as of each day during the preceding Collection Period.



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



          “Nonrecoverable Advance” means any Outstanding Advance with respect to (i) any
Defaulted Receivable or (ii) any Receivable as to which the Servicer reasonably believes that any
recovery from payments made on or with respect to such Receivable will not equal or exceed the
amount of such Advance.



          “Note Interest Rate” means, with respect to any Interest Period, a per annum rate
equal to LIBOR as determined on the related Interest Determination Date plus [___]% per annum.



          “Outstanding Advances” means, with respect to a Receivable and the last day of a
Collection Period, the sum of all Advances made as of or prior to such date, minus all payments or
collections as of or prior to such date that are specified in Sections 4.03(c) and 4.03(d) as
applied to reimburse all unpaid Advances with respect to such Receivable.



          “Payment Date” means [__________] and the [__]th day of each calendar month
thereafter, or if such [__]th day is not a Business Day, the next succeeding Business Day.



          “Pool Balance” means, on any date, the total amount of the principal balances of the
Receivables on such date, net of the Cash Management Account Balance on such date.



          “Primary Series 20[__]-[_] Overcollateralization Amount” means, as of any Payment
Date, the Series 20[__]-[_] Overcollateralization Percentage of the Series 20[__]-[_] Initial
Principal Amount on such date minus the reductions, and plus the reinstatements, in the Primary
Series 20[__]-[_] Overcollateralization Amount as provided in Section 4.09.



          “Principal Shortfall” means, with respect to Series 20[__]-[_], (a) for any Payment
Date with respect to the Revolving Period, zero, (b) for any Payment Date with respect to the
Accumulation Period, the excess, if any, of the Controlled Deposit Amount with respect to such
Payment Date over the amount of Series 20[__]-[_] Investor Available Principal Amounts for such
Payment Date and (c) for any Payment Date with respect to the Early Amortization Period, the
excess, if any, of the Series 20[__]-[_] Invested Amount over the amount of Series 20[__]-[_]
Investor Available Principal Amounts for such Payment Date.



          “Prospectus” means the final prospectus supplement dated [__________] and related base
prospectus dated [__________], relating to the offering of the Series 20[__]-[_] Notes.



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          “Reallocated Principal Collections” means, with respect to any Payment Date, the
amount of Series 20[__]-[_] Investor Available Principal Amounts reallocated in accordance with
Section 4.06, which amount shall not exceed the Series 20[__]-[_] Overcollateralization Amount for
such Payment Date (after giving effect to any changes therein on such Payment Date).



          “Reassignment Amount” means, with respect to any Payment Date, after giving effect to
any deposits and distributions otherwise to be made on such Payment Date, the sum of (a) the Series
20[__]-[_] Outstanding Principal
Amount on such Payment Date, plus (b) Monthly Interest for such
Payment Date and any Monthly Interest previously due but not distributed to the Series 20[__]-[_]
Noteholders, plus (c) Additional Interest, if any, for such Payment Date and any Additional
Interest previously due but not distributed to the Series 20[__]-[_] Noteholders on a prior Payment
Date.



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



          “Required Participation Amount” means the sum of (i) the sum of the required
participation percentages (including the Required Participation Percentage) for each outstanding
Series multiplied by the respective Invested Amount (including the Series 20[__]-[_] Invested
Amount) for each such outstanding Series and (ii) the sum of the Required Overcollateralization
Amounts (including the Required Series 20[__]-[_] Overcollateralization Amount) for all outstanding
Series.



          “Required Participation Percentage” means, with respect to Series 20[__]-[_], [__]%;
provided, however, that the Transferor may, in its sole discretion, increase this percentage;
provided, however that if the Transferor voluntarily increases the Required Participation
Percentage, then it may, in its sole discretion, upon ten days prior notice to the Indenture
Trustee, [________] and [________], subsequently decrease the Required Participation Percentage to
[__]% or higher, so long as neither [________] nor [________] shall have notified the Transferor or
the Servicer that such decrease in the Required Participation Percentage will result in a reduction
or withdrawal of the Series 20[__]-[_] Notes or any other outstanding series or class of Notes for
which it is a providing a rating.



          “Required Series 20[__]-[_] Overcollateralization Amount” means, for any Payment Date,
the sum of (i) the Series 20[__]-[_] Overcollateralization Percentage on such date of the Series
20[__]-[_] Initial Principal Amount and (ii) the Incremental Overcollateralization Amount on such
date.



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



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          “Reserve Account Initial Deposit” means $[__________].



          [“Retained Notes” means any Series 20[__]-[_] Notes retained in the initial offering
thereof by the Transferor or NMAC or conveyed to an Affiliate.]



          “Revolving Period” means the period beginning on the Series 20[__]-[_] Issuance Date
and terminating on the earlier of (i) the close of business on the day immediately preceding the
date on which an Early Amortization Period commences and (ii) the close of business on the day
immediately preceding the date on which the Accumulation Period commences; provided,
however, that so long as the Accumulation Period has not commenced, the Revolving Period
may recommence if an Early Amortization Event has been terminated as provided in Section 6.01.



          “Series 20[__]-[_]” means the Series of Notes, the terms of which are specified in
this Indenture Supplement.



          “Series 20[__]-[_] Allocable Defaulted Amounts” means, for any day in a Collection
Period, the product of (a) the Series 20[__]-[_] Allocation Percentage for such day and (b) the
Defaulted Amounts processed on such day.



          “Series 20[__]-[_] Allocable Interest Collections” means, for any day in a Collection
Period, the product of (a) the Series 20[__]-[_] Allocation Percentage for such day and (b)
Interest Collections as to which such day is the Date of Processing for such Interest Collections.



          “Series 20[__]-[_] Allocable Principal Collections” means, for any day in a Collection
Period, the product of (a) the Series 20[__]-[_] Allocation Percentage for such day and (b)
Principal Collections as to which such day is the Date of Processing for such Principal
Collections.



          “Series 20[__]-[_] Allocation Percentage” means, for any day in a Collection Period,
the percentage equivalent, which shall never exceed 100%, of a fraction, the numerator of which is
the Series 20[__]-[_] Nominal Liquidation Amount for such day (or with respect to any day in the
[___________] Collection Period, the Series 20[__]-[_] Nominal Liquidation Amount as of the Series
20[__]-[_] Issuance Date) and the denominator of which is the sum of the Series Nominal Liquidation
Amounts for all outstanding Series of Notes (including Series 20[__]-[_]) for such day (or with
respect to any day in the [_________]Collection Period, the sum of the Series Nominal Liquidation
Amounts for all outstanding Series of Notes (including Series 20[__]-[_]) as of the Series
20[__]-[_] Issuance Date (after giving effect to the application of proceeds from the issuance of
the Series 20[__]-[_] Notes)). Notwithstanding the foregoing, during any day in a Collection
Period in which there is an Early Amortization Event or during the Accumulation Period, the Series
20[__]-[_] Nominal Liquidation Amount and Trust Nominal Liquidation Amount with respect to such
Series shall be as of the last day of the preceding Collection Period.



          “Series 20[__]-[_] Cut-off Date” means [__________].



11









 





          “Series 20[__]-[_] Expected Final Payment Date” means the Payment Date occurring on
[__________].




     “Series 20[__]-[_] Final Maturity Date” means [__________].



          “Series 20[__]-[_] Fixed Allocation Percentage” means, for any day during a Collection
Period or portion thereof occurring after the end of the Revolving Period, the percentage
equivalent (not to exceed 100%) of a fraction, the numerator of which is the Series 20[__]-[_]
Nominal Liquidation Amount as of the close of business on the last day of the Revolving Period and
the denominator of which is the product of (i) the Series 20[__]-[_] Allocation Percentage for such
day in the Collection Period and (ii) the Pool Balance as of the last day of the proceeding
Collection Period.



          “Series 20[__]-[_] Floating Allocation Percentage” means, for any day during a
Collection Period, the percentage equivalent (not to exceed 100%) of a fraction, the numerator of
which is the Series 20[__]-[_] Nominal Liquidation Amount for such day (or with respect to any day
in the [________] Collection Period, the Series 20[__]-[_] Nominal Liquidation Amount as of the
Series 20[__]-[_] Issuance Date) and the denominator of which is the product of (i) the Series
20[__]-[_] Allocation Percentage for such day and (ii) the Pool Balance as of the last day of the
proceeding Collection Period. Notwithstanding the foregoing, during any day in a Collection Period
in which there is an Early Amortization Event or during the Accumulation Period, the Series
20[__]-[_] Nominal Liquidation Amount shall be as of the last day of the preceding Collection
Period.



          “Series 20[__]-[_] Initial Invested Amount” means $[__________].



          “Series 20[__]-[_] Initial Principal Amount” means $[__________].



          “Series 20[__]-[_] Invested Amount” means, as of any day during a Collection Period,
an amount equal to the Series 20[__]-[_] Initial Invested Amount minus the reductions, and
plus the reinstatements and increases, if any, in the Series 20[__]-[_] Invested Amount as
provided in Section 4.09.



          “Series 20[__]-[_] Invested Amount Deficit” means, as of any Payment Date, the amount,
if any, by which (i) the Series 20[__]-[_] Outstanding Principal Amount on such date less the
amount (other than investment earnings), if any, on deposit in the Accumulation Account on such
date and the Series 20[__]-[_] Allocation Percentage for such date of amounts (other than
investment earnings), if any, on deposit in the Excess Funding Account on such date, exceeds (ii)
the Series 20[__]-[_] Invested Amount on such date.



          “Series 20[__]-[_] Investor Available Interest Amounts” means, with respect to any
Collection Period, an amount equal to (a) the sum of, for each day during such Collection Period,
the product of the Series 20[__]-[_] Floating Allocation Percentage for such day and the Series
20[__]-[_] Allocable Interest Collections for such day, plus (b) all net investment
earnings on amounts (if any) on deposit in the Accumulation Account and the Reserve Account,
plus (c) the sum of, for each day during such Collection Period, the product of the Series
20[__]-[_] Allocation Percentage for such day and all net investment earnings on amounts (if any)
on deposit in the Collection Account and the Excess Funding Account on such day, plus



12









 




(d)
Reallocated Principal Collections for the Payment Date following such Collection Period,
plus (e) the aggregate amount of funds, if any, which pursuant to the last sentence of
Section 4.01(d) are required to be included in Series 20[__]-[_] Investor Available Interest
Amounts with respect to the Payment Date following such Collection Period, plus, (f) the
amount, if any, of collections of Interest Receivables as to which the Date of Processing occurs in
the Collection Period following such Collection Period (but prior to the Payment Date following
such Collection Period) which the Issuer instructs the Servicer to include in Series 20[__]-[_]
Investor Available Interest Amounts for such Collection Period (but in no event to exceed the
product of (i) the Series 20[__]-[_] Series Allocation Percentage, (ii) the Series 20[__]-[_]
Floating Allocation Percentage and (iii) the amount of such collections of Interest Receivables),
plus (g) all Advances made by the Servicer pursuant to Section 4.03, minus (h) the
amount, if any, which the Issuer instructed the Servicer pursuant to preceding clause (f) to
include in Series 20[__]-[_] Investor Available Interest Amounts with respect to the Collection
Period immediately preceding such Collection Period; provided, however, that in
calculating Series 20[__]-[_] Investor Available Interest Amounts, amounts to be paid to the
Servicer as reimbursement for Outstanding Advances pursuant to Sections 4.04(a)(i) and 4.01(a)(ii)
on the related Payment Date shall be excluded.




          “Series 20[__]-[_] Investor Available Principal Amounts” means, with respect to any
Collection Period, an amount equal to (a) the sum of, for each day during such Collection Period,
the product of the Series 20[__]-[_] Allocable Principal Collections on such day and (i) during the
Revolving Period, the Series 20[__]-[_] Floating Allocation Percentage for such day or (ii) after
the Revolving Period, the Series 20[__]-[_] Fixed Allocation Percentage for such day, plus
(b) the amount of Series 20[__]-[_] Investor Available Interest Amounts treated as Series
20[__]-[_] Investor Available Principal Amounts on the Payment Date following such Collection
Period to cover Series 20[__]-[_] Investor Defaulted Amounts and to reimburse the Series 20[__]-[_]
Nominal Liquidation Amount Deficit, plus (c) the amount of Series 20[__]-[_] Investor
Available Interest Amounts treated as Series 20[__]-[_] Investor Available Principal Amounts on
each Payment Date on and after the occurrence of an Event of Default and a declaration that all
Series 20[__]-[_] Notes are immediately due and payable pursuant to Section 5.03(a) of the
Indenture, minus (d) Reallocated Principal Collections for such Collection Period.



          “Series 20[__]-[_] Investor Defaulted Amounts” means, with respect to any Collection
Period, an amount equal to the sum of, for each day during such Collection Period, the product of
the Series 20[__]-[_] Floating Allocation Percentage on such day and the Series 20[__]-[_]
Allocable Defaulted Amounts on such day.



          “Series 20[__]-[_] Issuance Date” means [__________].



          “Series 20[__]-[_] Nominal Liquidation Amount” means, for any day in a Collection
Period, the sum of (i) the Series 20[__]-[_] Invested Amount on such day and (ii) the Series
20[__]-[_] Overcollateralization Amount as of the Payment Date on or preceding such day (but, in no
event, less than zero), in each case, after giving effect to the allocations, distributions,
withdrawals and deposits to be made on such day.



13









 





          “Series 20[__]-[_] Nominal Liquidation Amount Deficit” means as of any Payment Date,
the sum of (i) the Series 20[__]-[_] Invested Amount Deficit and (ii) the Series 20[__]-[_]
Overcollateralization Amount Deficit.



          “Series 20[__]-[_] Noteholder” means the Person in whose name a Series 20[__]-[_] Note
is registered in the Note Register.



          “Series 20[__]-[_] Noteholders’ Collateral” means the Noteholders’ Collateral for
Series 20[__]-[_].



          “Series 20[__]-[_] Notes” means any one of the Notes executed by the Issuer and
authenticated by or on behalf of the Indenture Trustee, substantially in the form of Exhibit A.



          “Series 20[__]-[_] Outstanding Principal Amount” means, with respect to any date, an
amount equal to (a) the Series 20[__]-[_] Initial Principal Amount, minus (b) the aggregate
amount of any principal payments made to the Series 20[__]-[_] Noteholders before such date.



          “Series 20[__]-[_] Overcollateralization Amount” means the sum of (i) the Primary
Series 20[__]-[_] Overcollateralization Amount and (ii) the Incremental Overcollateralization
Amount.



          “Series 20[__]-[_] Overcollateralization Amount Deficit” means, as of any Payment
Date, the amount, if any, by which (x) the aggregate amount of reallocations and reductions of the
Series 20[__]-[_] Overcollateralization Amount due to Investor Charge-Offs and Interest Shortfalls
with respect to Series 20[__]-[_] as provided in Section 4.09(b) through such date exceeds (y) the
aggregate amount of reimbursements of such reallocations and reductions as provided in Section
4.09(c) through such date.



          “Series 20[__]-[_] Overcollateralization Percentage” means [___]%, provided, however,
that (i) the Transferor may, in its sole discretion, increase this percentage, provided, however,
that if the Transferor voluntarily increases the Series 20[__]-[_] Overcollateralization
Percentage, then it may, in its sole discretion, upon ten days prior notice to the Indenture
Trustee, [________] and [________], subsequently decrease the Series 20[__]-[_]
Overcollateralization Percentage to [___]% or higher so long as neither [________] nor [________]
shall have informed the Transferor or the Servicer that such decrease will result in the withdrawal
or reduction of the then existing rating of the Series 20[__]-[_] Notes or any other outstanding
series or class of Notes for which it is providing a rating, and (ii) this percentage will increase
to [___]% if the average of the Monthly Payment Rates for the three preceding Collection Periods is
less than [___]% and this percentage will further increase to [___]% if the average of the Monthly
Payment Rates for the three preceding Collection Periods is less than [___]% provided, further,
however, that if this overcollateralization percentage is increased pursuant to this clause, and
the average of the Monthly Payment Rates for the three preceding Collection Periods subsequently
increases to more than [___]%, but less than [___]%, then the overcollateralization percentage
shall decrease to [___]%, and if this overcollateralization percentage is further increased
pursuant to this clause, and the average of the Monthly Payment Rates for the three



14









 




preceding Collection Periods further increases to more than [___]%, then the
overcollateralization percentage shall decrease to [___]%.




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



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



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



          “Specified Reserve Account Balance” means with respect to any Payment Date, an amount
equal to the product of [___]% and the Series 20[__]-[_] Initial Invested Amount as of the Series
20[__]-[_] Issuance Date.



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



          [“Swap Counterparty” means [________], as the Swap Counterparty under the Interest
Rate Swap Agreement.]



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



          “Trust Termination Date” means the date on which the Issuer will terminate as
specified in the Trust Agreement.



          “Underwriters” is defined in the Underwriting Agreement.



          “Underwriting Agreement” means that certain underwriting agreement dated
[_____________], among NMAC, the Transferor and the representative of the several Underwriters
party thereto.



          Section 2.02. Other Definitional Provisions.



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



15









 





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



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



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



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



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



          (a) By acquiring a Series 20[__]-[_] Note (or any interest therein), each purchaser and
transferee shall be deemed to represent, warrant and covenant that either (a) it is not acquiring
the Series 20[__]-[_] Note (or any interest therein) with the assets of (1) an “employee benefit
plan” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, (2) a “plan,” as
defined in and subject to Section 4975 of the Code, (3) an entity deemed to hold the “plan assets”
of any of the foregoing by reason of investment by an employee benefit plan or plan in such entity,
or (4) any governmental, non-U.S. or church plan; or (b) the acquisition, holding and disposition
of the Series 20[__]-[_] Notes (or any interest therein) will not give rise to a non-exempt
prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any other law that
is similar to Section 406 of ERISA or Section 4975 of the Code.



16









 





          Section 2.04. Definitive Notes.



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




     (i) (1) the Transferor or the Administrator advises the Indenture Trustee in writing
that the Clearing Agency or Foreign Clearing Agency is no longer willing or able to properly
discharge its responsibilities as Clearing Agency or Foreign Clearing Agency with respect to
the Book-Entry Notes for Series 20[__]-[_] and (2) the Transferor, the Indenture Trustee or
the Administrator is unable to locate and reach an agreement on satisfactory terms with a
qualified successor; or




     (ii) the Transferor, the Indenture Trustee or the Administrator, as applicable, at its
option and to the extent permitted by law, elects to terminate the book-entry system through
the Clearing Agency or Foreign Clearing Agency with respect to the Series 20[__]-[_] Notes;
or




     (iii) after the occurrence of a Servicer Default or an Event of Default, Beneficial
Owners of at least a majority of the Series 20[__]-[_] Outstanding Principal Amount of the
Series 20[__]-[_] Notes advise the Indenture Trustee and the applicable Clearing Agency or
Foreign Clearing Agency through the applicable Clearing Agency Participants in writing that
the continuation of a book-entry system through the appropriate Clearing Agency or Foreign
Clearing Agency is no longer in the best interests of the Beneficial Owners of the Series
20[__]-[_] Notes;


then, the Indenture Trustee will, through the appropriate Clearing Agency or Foreign Clearing
Agency, notify all Beneficial Owners of the Series 20[__]-[_] Notes of the occurrence of such event
and of the availability of Definitive Notes to Beneficial Owners of the Series 20[__]-[_] Notes.
Upon surrender to the Indenture Trustee of the certificates representing the Series 20[__]-[_]
Notes, accompanied by registration instructions from the applicable Clearing Agency, the Issuer
will execute and the Indenture Trustee will authenticate Definitive Notes for Series 20[__]-[_] and
will recognize the registered holders of such Definitive Notes as Noteholders under the Indenture.
Neither the Issuer nor the Indenture Trustee will be liable for any delay in delivery of such
instructions, and the Issuer and the Indenture Trustee may conclusively rely on, and will be
protected in relying on, such instructions. Upon the issuance of Definitive Notes for Series
20[__]-[_] , all references herein to obligations imposed upon or to be performed by the applicable
Clearing Agency or Foreign Clearing Agency will be deemed to be imposed upon and performed by the
Indenture Trustee, to the extent applicable with respect to such Definitive Notes, and the
Indenture Trustee will recognize the registered holders of the Definitive Notes for Series
20[__]-[_] as Noteholders of such Series under the Indenture. Definitive Notes will be
transferable and exchangeable at the offices of the Transfer Agent and Registrar. No service
charge will be imposed for any registration of transfer or exchange, but the Indenture Trustee may
require payment of a sum sufficient to cover any tax or other governmental charge imposed in
connection therewith.







17









 








ARTICLE III




SERVICING FEE



          Section 3.01. Servicing Compensation.



          The share of the Servicing Fee allocable to the Series 20[__]-[_] Noteholders with respect to
any Payment Date is equal to the Monthly Servicing Fee. The portion of the Servicing Fee that is
not allocable to the Series 20[__]-[_] Noteholders will be paid by the holders of the Transferor
Interest or the Noteholders of other Series (as provided in the related Indenture Supplements) and
in no event will the Issuer, the Indenture Trustee or the Series 20[__]-[_] Noteholders be liable
for the share of the Servicing Fee to be paid by the holders of the Transferor Interest or the
Noteholders of any other Series. The Servicer may, by prior written notice to the Indenture
Trustee, elect to waive the Monthly Servicing Fee for any Collection Period. Such waived Monthly
Servicing Fee will be reimbursed on the Payment Date related to the subsequent Collection Period
pursuant to Section 4.04(a).



ARTICLE IV




RIGHTS OF SERIES 20[__]-[_] NOTEHOLDERS

AND ALLOCATION AND APPLICATION OF COLLECTIONS



          Section 4.01. Collections and Allocations.



          (a) Allocations. Interest Collections, Principal Collections and Defaulted
Receivables allocated to Series 20[__]-[_] pursuant to Article VIII of the Indenture and Section
4.01(b) shall be allocated between the Series 20[__]-[_] Noteholders and the holders of the
Transferor Interest pursuant to Section 4.01(c) and (d) and then distributed as set forth in this
Article IV.



          (b) Series Allocations. Prior to the close of business on each day during a
Collection Period, the Servicer will (i) determine the Series 20[__]-[_] Allocation Percentage for
such day and (ii) allocate Interest Collections, Principal Collections and Defaulted Receivables to
Series 20[__]-[_] based on the Series 20[__]-[_] Allocation Percentage on such day. All Principal
Collections for the related Collection Period with respect to each Receivable (including any
payoff) shall be posted to the Servicer’s Dealer records in accordance with the Servicer’s
customary servicing practices.



          (c) Allocations to Series 20[__]-[_] Noteholders. The Servicer shall, prior to the
close of business on each day during a Collection Period, allocate to the Series 20[__]-[_]
Noteholders the following amounts as set forth below:




     (i) Allocations of Interest Collections. The Servicer shall allocate
to the Series 20[__]-[_] Noteholders and deposit in the Collection Account for
application as provided herein, an amount equal to the product of (A) the Series
20[__]-[_] Floating Allocation Percentage for such day and (B) the Series 20[__]-[_]
Allocable Interest Collections as to which such day is the Date of Processing for
such Collections; provided, that, so long as the conditions set forth in
Section



18









 






8.04(b) of the Indenture are satisfied, the Servicer shall not be required to
deposit such allocated amounts into the Collection Account until the Business Day
preceding the Payment Date in the month following such Collection Period.




     (ii) Allocations of Principal Collections. The Servicer shall allocate
to the Series 20[__]-[_] Noteholders the following amounts as set forth below:




     (A) Allocations During the Revolving Period. During the
Revolving Period, the Servicer shall allocate to the Series 20[__]-[_]
Noteholders and deposit into the Collection Account for application as
provided herein, an amount equal to the product of (I) the Series 20[__]-[_]
Floating Allocation Percentage for such day and (II) the Series 20[__]-[_]
Allocable Principal Collections for such day; provided, that, so
long as the conditions set forth in Section 8.04(b) of the Indenture are
satisfied, the Servicer shall not be required to deposit such allocated
amounts into the Collection Account until the Business Day preceding the
Payment Date in the month following such Collection Period;
provided, further, that, so long as the conditions set forth
in Section 8.04(b) of the Indenture are satisfied, the Servicer, in its sole
discretion, may distribute any amounts owed to the holders of the Transferor
Interest directly to such holders in lieu of depositing such amounts into
the Collection Account.




     (B) Allocations During the Accumulation Period and the Early
Amortization Period. During the Accumulation Period and the Early
Amortization Period, the Servicer shall allocate to the Series 20[__]-[_]
Noteholders and deposit in the Collection Account for application as
provided herein, an amount equal to the product of (I) the Series 20[__]-[_]
Fixed Allocation Percentage for such day and (II) the Series 20[__]-[_]
Allocable Principal Collections for such day; provided, that, so
long as the conditions set forth in Section 8.04(b) of the Indenture are
satisfied, the Servicer shall not be required to deposit such allocated
amounts into the Collection Account until the Business Day preceding the
Payment Date in the month following such Collection Period;
provided, further, that, so long as the conditions set forth
in Section 8.04(b) of the Indenture are satisfied, the Servicer, in its sole
discretion, may distribute any amounts owed to the holders of the Transferor
Interest directly to such holders in lieu of depositing such amounts into
the Collection Account.




     (iii) Allocations of Defaulted Amounts. The Servicer shall allocate to
the Series 20[__]-[_] Noteholders the product of (A) the Series 20[__]-[_] Floating
Allocation Percentage for such day and (B) the Series 20[__]-[_] Allocable Defaulted
Amounts on such day.



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



19









 




distribute to the holders of the Transferor Interest in accordance with the Trust Agreement
the following amounts:





     (i) the portion of the Series 20[__]-[_] Allocable Interest Collections not
allocated to the Series 20[__]-[_] Noteholders pursuant to Section 4.01(c)(i) above;




     (ii) the portion of the Series 20[__]-[_] Allocable Principal Collections not
allocated to the Series 20[__]-[_] Noteholders pursuant to Section 4.01(c)(ii)
above; and




     (iii) the portion of the Series 20[__]-[_] Allocable Defaulted Amounts not
allocated to the Series 20[__]-[_] Noteholders pursuant to Section 4.01(c)(iii)
above;


provided, however, that the Servicer will not distribute to the holders of the
Transferor Interest their allocation of Series 20[__]-[_] Allocable Interest Collections if and to
the extent that the Adjusted Pool Balance does not equal or exceed the Required Participation
Amount as of such day; and provided further that the Servicer will not distribute
to the holders of the Transferor Interest their allocation of Series 20[__]-[_] Allocable Principal
Collections if and to the extent that the Adjusted Pool Balance does not equal or exceed the
Required Participation Amount as of such day. Subject to the immediately succeeding sentence, any
amount not distributed to the holders of the Transferor Interest in accordance with the provisos to
the preceding sentence shall be deposited by the Servicer (on the date not so distributed) into the
Excess Funding Account. Notwithstanding the foregoing, before distributing to the holders of the
Transferor Interest any portion of their allocation of Series 20[__]-[_] Allocable Interest
Collections or Series 20[__]-[_] Allocable Principal Collections or depositing any portion of their
allocation of Series 20[__]-[_] Allocable Interest Collections or Series 20[__]-[_] Principal
Collections into the Excess Funding Account, (i) on any day on which amounts are on deposit in the
Accumulation Account, the Servicer shall first deduct therefrom the excess, if any, of the Covered
Amount for such day over the sum of all net investment earnings for such day on (x) amounts on
deposit in the Accumulation Account and the Reserve Account and (y) the Series 20[__]-[_]
Allocation Percentage of amounts (if any) on deposit in the Excess Funding Account and the
Collection Account, and treat such amounts as Series 20[__]-[_] Investor Available Interest Amounts
and (ii) after giving full effect to preceding clause (i), on any day on which the Maximum Facility
Amount exceeds the Warehouse Series Outstanding Principal Amount on such day (as each such term is
defined in the 2008-1 Warehouse Series Indenture Supplement), the Servicer shall deduct from any
such amounts then remaining, an amount equal to the product of (A) the Daily Unused Facility Fee
(as defined in the 2008-1 Warehouse Series Indenture Supplement) for such day and (B) the Series
2010-A Allocation Percentage for such day (not to exceed the remaining amount which would otherwise
be distributed to the holders of the Transferor Interest on such day), and include such amounts in
the Warehouse Series Investor Available Interest Amounts (as defined in the 2008-1 Warehouse Series
Indenture Supplement) to be distributed on the immediately succeeding Payment Date (as defined in
the 2008-1 Warehouse Series Indenture Supplement) pursuant to Section 4.04(a)(iii) of the 2008-1
Warehouse Series Indenture Supplement, but only to the extent necessary to cover any shortfall
(determined without giving effect to any Shared Excess Interest Amounts for such Payment Date
available from other outstanding Series in






20









 







Excess Interest Sharing Group One) with respect to the Unused Facility Fee (as defined in the
2008-1 Warehouse Series Indenture Supplement) for such Payment Date.




          Section 4.02. Determination of Monthly Interest.



          (a) The amount of monthly interest (the “Monthly Interest”) distributable from the
Collection Account with respect to the Series 20[__]-[_] Notes on any Payment Date will be an
amount equal to the product of (i) a fraction, the numerator of which is the [actual number of
days][30 days] in the related Interest Period and the denominator of which is [360][365], (ii) the
Note Interest Rate with respect to the related Interest Period and (iii) the Series 20[__]-[_]
Outstanding Principal Amount as of the first day of the related Interest Period, after giving
effect to any deposits and distributions to be made on such date (or, with respect to the first
Payment Date following the Series 20[__]-[_] Issuance Date, the Series 20[__]-[_] Initial Principal
Amount).



          (b) On the Determination Date immediately preceding each Payment Date, the Servicer will
determine the excess, if any (such excess, the “Interest Deficiency”), of (x) the Monthly
Interest for such Payment Date over (y) the aggregate amount of funds allocated and available to
pay such Monthly Interest on such Payment Date. If the Interest Deficiency with respect to any
Payment Date is greater than zero, on each subsequent Payment Date until such Interest Deficiency
is fully paid, an additional amount (the “Additional Interest”) equal to the product of
(i)(A) a fraction, the numerator of which is the [actual number of days][30 days] in the related
Interest Period and the denominator of which is [360][365], times (B) the Note Interest Rate with
respect to the related Interest Period and (ii) such Interest Deficiency (or the portion thereof
which has not been paid to the Series 20[__]-[_] Noteholders) will be payable as provided herein
with respect to the Series 20[__]-[_] Notes. Notwithstanding anything to the contrary herein, the
Additional Interest will be payable or distributed to the Series 20[__]-[_] Noteholders only to the
extent permitted by applicable law.



          Section 4.03. Advances.



          (a) The Servicer shall have the right but not the obligation to make a payment (each, an
“Advance”) with respect to each Receivable (other than a Receivable arising in connection with a
Redesignated Account on or after the Redesignation Date or a Receivable reassigned to or
repurchased by the Servicer pursuant to Section 2.03(c), Section 2.04(c) or Section 3.03(c) of the
Transfer and Servicing Agreement) in an amount equal to the lesser of (a) any shortfall in the
amounts available to make the payments pursuant to Section 4.04(a)(iii) through (v) (excluding any
Reallocated Principal Collections applied by the Indenture Trustee as Series 20[__]-[_] Investor
Available Interest Amounts for the related Payment Date pursuant to Section 4.04(a)(iv)), and (b)
the product of (1) the Series 20[__]-[_] Floating Allocation Percentage and (2) the excess, if any,
of (x) interest owed by such Dealer during the related Collection Period, over (y) the interest
actually received by the Servicer with respect to such Receivable from the Dealer or from payments
made by the Servicer pursuant to Section 2.03(c), 2.04(c) or 3.03(c) of the Transfer and Servicing
Agreement, as the case may be, during such Collection Period.



21









 





          (b) The Servicer shall not make an Advance in respect of a Receivable to the extent that the
Servicer, in its sole discretion, shall determine that the Advance constitutes a Nonrecoverable
Advance. The Servicer also shall not make Advances on any Receivables arising from an Account if a
previous Advance on any Receivable arising from such Account shall have become a Nonrecoverable
Advance. With respect to each Receivable, the Advance shall increase the Outstanding Advances. No
Advances will be made with respect to the principal balance of the Receivables. The Servicer shall
deposit all such Advances into the Collection Account in immediately available funds no later than
5:00 p.m., New York City time, on the Business Day immediately preceding the related Payment Date.



          (c) The Servicer shall be entitled to reimbursement for Outstanding Advances, without
interest, with respect to a Receivable from the following sources with respect to such Receivable
pursuant to Section 4.04(a)(i): (i) subsequent payments made by or on behalf of the related Dealer
(ii) all amounts received, including any insurance proceeds, by the Transferor or the Servicer
(including all recoveries), and (iii) payments made by the Servicer pursuant to Section 2.03(c),
Section 2.04(c) or Section 3.03(c) of the Transfer and Servicing Agreement.



          (d) To the extent that the Servicer has determined that any Outstanding Advance is a
Nonrecoverable Advance, the Servicer may provide to the Owner Trustee and the Indenture Trustee an
officer’s certificate setting forth the amount of such Nonrecoverable Advance, and on the related
Payment Date, the Indenture Trustee shall remit to the Servicer from funds on deposit in the
Collection Account an amount equal to the amount of such Nonrecoverable Advance pursuant to Section
4.04(a)(ii).



          (e) Notwithstanding anything to the contrary in this Indenture Supplement, for so long as NMAC
is the Servicer, in lieu of causing the Servicer first to deposit and then the Indenture Trustee to
remit to the Servicer the amounts described in clauses (i) through (iii) in Section 4.03(c)
reimbursable in respect on Outstanding Advances, or the amounts described in Section 4.03(d)
applicable in respect of Nonrecoverable Advances, the Servicer may deduct such amounts from
deposits otherwise to be made into the Collection Account.



          (f) If the Servicer shall determine not to make an Advance related to delinquency or
non-payment of any Receivable pursuant to this Section 4.03 because it determines that such Advance
would not be recoverable from subsequent collections on such Receivable, such Receivable shall be
designated by the Servicer to be a Defaulted Receivable, provided that such Receivable otherwise
meets the definition of a Defaulted Receivable.



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



          (a) On each Payment Date, the Servicer will apply, or cause the Indenture Trustee to apply by
written instruction to the Indenture Trustee, Series 20[__]-[_] Investor Available Interest Amounts
on deposit in the Collection Account with respect to such Payment Date (together with other amounts
specified in this Indenture Supplement) to make the following distributions or deposits in the
following priority:



22









 






          (i) [to the [Cap Provider][Swap Counterparty], any net amounts due under the Interest
Rate [Cap][Swap] Agreement, (ii)] to the Servicer, from amounts on deposit in the Collection
Account, any payments in respect of Advances required to be reimbursed and to the extent set
forth in Section 4.03(c);




          (ii) to the Servicer, from amounts on deposit in the Collection Account, any payments
in respect of Nonrecoverable Advances required to be reimbursed and to the extent set forth
in Section 4.03(d);




          (iii) if NMAC or one of its Affiliates is no longer the Servicer, an amount equal to
the Monthly Servicing Fee for such Payment Date, plus the amount of any Monthly Servicing
Fee previously due but not distributed to the Servicer on a prior Payment Date, will be
distributed to the Servicer;




          (iv) an amount equal to Monthly Interest for such Payment Date, plus the amount of any
Monthly Interest previously due but not distributed to the Series 20[__]-[_] Noteholders on
a prior Payment Date, plus the amount of any Additional Interest for such Payment Date, plus
the amount of any Additional Interest previously due but not distributed to the Series
20[__]-[_] Noteholders on a prior Payment Date, will be distributed to the Paying Agent for
payment to the Series 20[__]-[_] Noteholders on such Payment Date;




          (v) if NMAC or one of its Affiliates is the Servicer, an amount equal to the Monthly
Servicing Fee for such Payment Date, plus the amount of any Monthly Servicing Fee previously
due but not distributed to the Servicer on a prior Payment Date, will be distributed to the
Servicer (to the extent not previously retained by the Servicer in accordance with Section
8.04 of the Indenture);




          (vi) an amount equal to the sum of (y) the aggregate Series 20[__]-[_] Investor
Defaulted Amounts for the related Collection Period and (z) the Series 20[__]-[_] Nominal
Liquidation Amount Deficit, if any, will be applied as Series 20[__]-[_] Investor Available
Principal Amounts for such Payment Date to reinstate the Series 20[__]-[_] Nominal
Liquidation Amount pursuant to Section 4.09(c);




          (vii) an amount, if any, equal to the excess of the Specified Reserve Account Balance
over all amounts on deposit in the Reserve Account on such Payment Date, will be deposited
in the Reserve Account;




          (viii) on each Payment Date on and after the occurrence of an Event of Default and a
declaration that all Series 20[__]-[_] Notes are immediately due and payable pursuant to
Section 5.03(a) of the Indenture, remaining Series 20[__]-[_] Investor Available Interest
Amounts for such Payment Date will be treated as Series 20[__]-[_] Investor Available
Principal Amounts and will be distributed pursuant to Section 4.04(e) hereof, unless and
until such declaration of acceleration has been rescinded and annulled pursuant to Section
5.03(b) of the Indenture;



23









 






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




          (x) an amount equal to the Interest Shortfalls for other outstanding Series in Excess
Interest Sharing Group [____] will be treated as Shared Excess Interest Amounts available
from Series 20[__]-[_] and applied to cover the Interest Shortfalls for other outstanding
Series in Excess Interest Sharing Group [____] in accordance with Section 8.05(a) of the
Indenture;




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




          (xii) all remaining Series 20[__]-[_] Investor Available Interest Amounts for such
Payment Date will be distributed to the holders of the Transferor Interest in accordance
with the Trust Agreement, or, to the extent amounts are payable to a Currency Swap
Counterparty pursuant to a Currency Swap Agreement as described in Section 5.08 of the
Transfer and Servicing Agreement, to such Currency Swap Counterparty; provided,
however, that if, on such Payment Date, the Adjusted Pool Balance is less than the
Required Participation Amount, then the Indenture Trustee shall deposit into the Excess
Funding Account from the amount that would otherwise have been distributed to the holders of
the Transferor Interest the amount of such insufficiency.



          (b) If Series 20[__]-[_] Investor Available Interest Amounts for any Payment Date (excluding
Reallocated Principal Collections for such Payment Date) are insufficient to make all distributions
and deposits required under clauses (i) through (vii) of Section 4.04(a), available amounts from
the following sources on such Payment Date will be applied in the following order to make up the
Interest Shortfall with respect to Series 20[__]-[_]: (i) from Shared Excess Interest Amounts for
such Payment Date available from other outstanding Series in Excess Interest Sharing Group [____]
as provided in Section 4.07, provided that such amounts will be applied only to cover shortfalls in
the distributions and deposits required under clauses (i) through (vii) of Section 4.04(a) and in
the order of priorities as set forth in Section 4.04(a), (ii) from amounts on deposit in the
Reserve Account on such Payment Date as provided in Section 4.12, provided that such amounts will
be applied only to cover shortfalls in the distributions and deposits required under clauses (iii)
through (vi) of Section 4.04(a) and in the order of priorities as set forth in Section 4.04(a) and
(iii) from Reallocated Principal Collections for such Payment Date as provided in Section 4.06,
provided, that such amounts will be applied only to cover shortfalls in the distributions required
under clause (iv) of Section 4.04(a) and only to the extent of the Series 20[__]-[_]
Overcollateralization Amount.



          (c) On each Payment Date with respect to the Revolving Period, the Servicer will apply, or
cause the Indenture Trustee to apply by written instruction to the Indenture Trustee, Series
20[__]-[_] Investor Available Principal Amounts on deposit in the Collection Account with respect
to such Payment Date, to make the following distributions or deposits in the following priority:



24









 






     (i) such Series 20[__]-[_] Investor Available Principal Amounts on deposit in
the Collection Account for the related Collection Period, in an amount equal to the
Monthly Interest due but not distributed to the Series 20[__]-[_] Noteholders on
such Payment Date in accordance with Section 4.04(a)(iv), will be distributed to the
Paying Agent for payment to the Series 20[__]-[_] Noteholders on such Payment Date;




     (ii) the balance of such Series 20[__]-[_] Investor Available Principal Amounts
not applied pursuant to clause (i) above, will be treated as Shared Excess Principal
Amounts available from Series 20[__]-[_] and applied to cover the Principal
Shortfalls for other outstanding Series in Excess Principal Sharing Group [________]
in accordance with Section 8.05(b) of the Indenture;




     (iii) the balance of such Series 20[__]-[_] Investor Available Principal
Amounts not applied pursuant to clauses (i) or (ii) above, will be distributed to
the Issuer to be used by the Issuer, to the extent necessary, to acquire Receivables
(if any) available to be transferred to the Issuer by the Transferor pursuant to the
Transfer and Servicing Agreement; and




     (iv) the balance of such Series 20[__]-[_] Investor Available Principal Amounts
not applied pursuant to clauses (i), (ii) or (iii) above will be distributed to the
holders of the Transferor Interest in accordance with the Trust Agreement, or, to
the extent amounts are payable to a Currency Swap Counterparty pursuant to a
Currency Swap Agreement as described in Section 5.08 of the Transfer and Servicing
Agreement, to such Currency Swap Counterparty; provided, however,
that if, on such Payment Date, the Adjusted Pool Balance is less than the Required
Participation Amount, then the Indenture Trustee shall deposit into the Excess
Funding Account from the amount that would otherwise have been distributed to the
holders of the Transferor Interest the amount of such insufficiency.



          (d) On each Payment Date with respect to the Accumulation Period, the Servicer will apply, or
cause the Indenture Trustee to apply by written instruction to the Indenture Trustee, the Series
20[__]-[_] Investor Available Principal Amounts on deposit in the Collection Account with respect
to such Payment Date (together with other amounts specified in this Indenture Supplement) to make
the following distributions or deposits in the following priority:




     (i) an amount equal to the lesser of (x) the Controlled Deposit Amount for such
Payment Date and (y) the Series 20[__]-[_] Invested Amount for such Payment Date
shall be deposited into the Accumulation Account;




     (ii) the balance of such Series 20[__]-[_] Investor Available Principal Amounts
not applied pursuant to preceding clause (i) will be treated as Shared Excess
Principal Amounts available from Series 20[__]-[_] and applied to cover Principal
Shortfalls for other outstanding Series in Excess Principal Sharing Group [________]
in accordance with Section 8.05(b) of the Indenture;



25









 






     (iii) the balance of such Series 20[__]-[_] Investor Available Principal
Amounts not applied pursuant to clauses (i) or (ii) above, will be distributed to
the Issuer to be used by the Issuer, to the extent necessary, to acquire Receivables
(if any) available to be transferred to the Issuer by the Transferor pursuant to the
Transfer and Servicing Agreement; and




     (iv) the balance of such Series 20[__]-[_] Investor Available Principal Amounts
not applied pursuant to clauses (i), (ii) or (iii) above will be distributed to the
holders of the Transferor Interest in accordance with the Trust Agreement, or, to
the extent amounts are payable to a Currency Swap Counterparty pursuant to a
Currency Swap Agreement as described in Section 5.08 of the Transfer and Servicing
Agreement, to such Currency Swap Counterparty; provided, however,
that if, on such Payment Date, the Adjusted Pool Balance is less than the Required
Participation Amount, then the Indenture Trustee shall deposit into the Excess
Funding Account from the amount that would otherwise have been distributed to the
holders of the Transferor Interest the amount of such insufficiency.



          (e) On each Payment Date with respect to the Early Amortization Period, the Servicer will
apply, or cause the Indenture Trustee to apply by written instruction to the Indenture Trustee, the
Series 20[__]-[_] Investor Available Principal Amounts on deposit in the Collection Account with
respect to such Payment Date, plus all amounts on deposit in the Accumulation Account (together
with other amounts specified in this Indenture Supplement), to make the following distributions or
deposits in the following priority:




     (i) an amount equal to the Series 20[__]-[_] Invested Amount (determined
without giving effect to any reduction thereto arising from amounts on deposit in
the Accumulation Account) for such Payment Date will be distributed to the Paying
Agent for payment to the Series 20[__]-[_] Noteholders on such Payment Date and on
each subsequent Payment Date until the Series 20[__]-[_] Invested Amount (determined
without giving effect to any reduction thereto arising from amounts on deposit in
the Accumulation Account) has been paid in full;




     (ii) the balance of such Series 20[__]-[_] Investor Available Principal Amounts
will be treated as Shared Excess Principal Amounts available from Series 20[__]-[_]
and applied to cover Principal Shortfalls for other outstanding Series in Excess
Principal Sharing Group [________] in accordance with Section 8.05(b) of the
Indenture; and




     (iii) the balance of the Series 20[__]-[_] Investor Available Principal Amounts
not applied pursuant to clauses (i) or (ii) above will be distributed to the holders
of the Transferor Interest in accordance with the Trust Agreement, or, to the extent
amounts are payable to a Currency Swap Counterparty pursuant to a Currency Swap
Agreement as described in Section 5.08 of the Transfer and Servicing Agreement, to
such Currency Swap Counterparty; provided, however, that if, on such
Payment Date, the Adjusted Pool Balance is less than the Required Participation
Amount, then the Indenture Trustee shall deposit into the Excess



26









 







Funding Account from the amount that would otherwise have been distributed to
the holders of the Transferor Interest the amount of such insufficiency.



          (f) On the earlier of (i) the first Payment Date with respect to the Early Amortization Period
and (ii) the Payment Date which is also the Series 20[__]-[_] Expected Final Payment Date, the
Servicer shall, or shall cause the Indenture Trustee, by written notice to the Indenture Trustee,
to withdraw from the Accumulation Account all amounts then on deposit in the Accumulation Account
and (i) distribute to the Paying Agent for payment to the Series 20[__]-[_] Noteholders on such
Payment Date the amount necessary to pay the Series 20[__]-[_] Invested Amount (determined without
giving effect to any reduction thereto arising from amounts on deposit in the Accumulation Account)
in full and (ii) the balance, if any, of the amounts so withdrawn from the Accumulation Account
will (x) first, be treated as Shared Excess Principal Amounts available from Series 20[__]-[_] to
be applied to cover Principal Shortfalls for other outstanding Series in Excess Principal Sharing
Group [________] in accordance with Section 8.05(b) of the Indenture and (y) second, be distributed
to the holders of the Transferor Interest in accordance with the Trust Agreement; provided,
however, that if, on such Payment Date, the Adjusted Pool Balance is less than the Required
Participation Amount, then the Indenture Trustee will deposit into the Excess Funding Account from
the amount that would otherwise have been distributed to the holders of the Transferor Interest the
amount of such insufficiency.



          (g) If Series 20[__]-[_] Investor Available Principal Amounts for any Payment Date (together
with amounts, if any, available for application on such Payment Date pursuant to Section 4.04(f))
are insufficient to make in full the deposits or distributions required pursuant to Section
4.04(d)(i) or 4.04(e)(i), as applicable, then Shared Excess Principal Amounts for such Payment Date
from other outstanding Series in Excess Principal Sharing Group [________] will be so deposited or
distributed to cover the Principal Shortfall with respect to Series 20[__]-[_] as provided in
Section 4.08.



          (h) If Series 20[__]-[_] Investor Available Principal Amounts for any Payment Date (together
with amounts, if any, available for application on such Payment pursuant to Section 4.04(f)) and
Shared Excess Principal Amounts for such Payment Date from other outstanding Series in Excess
Principal Sharing Group [________] are insufficient to make in full the deposits and distributions
required pursuant to Section 4.04(d)(i) or 4.04(e)(i), as applicable, the Indenture Trustee, acting
in accordance with written instructions from the Servicer, will withdraw from the Excess Funding
Account and distribute to the Paying Agent for deposit into the Accumulation Account or payment to
the Series 20[__]-[_] Noteholders, as applicable, the lesser of (i) the product of the Series
20[__]-[_] Allocation Percentage and the amount on deposit in the Excess Funding Account and (ii)
the amount of such insufficiency.



          Section 4.05. Investor Charge-Offs.



          On the Determination Date immediately preceding each Payment Date, the Servicer will calculate
the aggregate Series 20[__]-[_] Investor Defaulted Amounts, if any, for the related Collection
Period. If, on any Determination Date, the aggregate Series 20[__]-[_] Investor Defaulted Amounts
for the preceding Collection Period exceed the sum of:



27









 






     (i) the Series 20[__]-[_] Investor Available Interest Amounts for the related
Payment Date applied to fund such Series 20[__]-[_] Investor Defaulted Amounts
pursuant to clause (vi) of Section 4.04(a); and




     (ii) the Shared Excess Interest Amounts available from other outstanding Series
in Excess Interest Sharing Group [____] applied to fund such Series 20[__]-[_]
Investor Defaulted Amounts pursuant to clause (vi) of Section 4.04(a) in accordance
with clause (i) of Section 4.04(b) and amounts on deposit in the Reserve Account
applied to fund such Series 20[__]-[_] Investor Defaulted Amounts pursuant to clause
(vi) of Section 4.04(a) in accordance with clause (ii) of Section 4.04(b) (such
excess, collectively, an “Investor Charge-Off”);


then, on the related Payment Date, if the Series 20[__]-[_] Overcollateralization Amount is greater
than zero, the Series 20[__]-[_] Overcollateralization Amount will be reduced by an amount not to
exceed the lesser of (1) the Series 20[__]-[_] Overcollateralization Amount and (2) the amount of
such Investor Charge-Offs, all as provided in Section 4.09.




          Section 4.06. Reallocated Principal Collections.



          On each Determination Date, the Servicer shall determine the amount, if any, by which the
Series 20[__]-[_] Investor Available Interest Amounts for the preceding Collection Period
(excluding Reallocated Principal Collections for the related Payment Date), together with other
amounts specified in Section 4.04(b)(i) and (ii), are insufficient to pay the amounts due pursuant
to Section 4.04(a)(iv) on the related Payment Date and cause the amount of such insufficiency to be
reallocated from the Series 20[__]-[_] Investor Available Principal Amounts for such Collection
Period and, to the extent still necessary to pay such insufficiency, from amounts that would
constitute Series 20[__]-[_] Investor Available Principal Amounts for the current Collection
Period. On each Payment Date, the Servicer will apply, or cause the Indenture Trustee to apply,
Reallocated Principal Collections with respect to the preceding Collection Period (and, if
necessary, with respect to the current Collection Period) in accordance with clause (iii) of
Section 4.04(b), in an amount not to exceed the Series 20[__]-[_] Overcollateralization Amount.
If, on any Payment Date, Reallocated Principal Collections for such Payment Date are so applied,
then, if the Series 20[__]-[_] Overcollateralization Amount is greater than zero (after giving
effect to any reductions thereof pursuant to Section 4.05), the Series 20[__]-[_]
Overcollateralization Amount will be reduced by an amount not to exceed the lesser of (1) the
Series 20[__]-[_] Overcollateralization Amount and (2) the amount of such Reallocated Principal
Collections, all as provided in Section 4.09.



          Section 4.07. Excess Interest Amounts.



          Subject to Section 8.05(a) of the Indenture, Shared Excess Interest Amounts with respect to
other Series in Excess Interest Sharing Group [____] for any Payment Date will be allocated to
Series 20[__]-[_] in an amount equal to the product of (i) the aggregate amount of Shared Excess
Interest Amounts with respect to all other Series in Excess Interest Sharing Group [____] for such
Payment Date and (ii) a fraction, the numerator of which is the Interest Shortfall with respect to
Series 20[__]-[_] for such Payment Date and the denominator of which is the



28









 




aggregate amount of Interest Shortfalls with respect to all Series in Excess Interest Sharing
Group [____] for such Payment Date.




          Section 4.08. Excess Principal Amounts.



          Subject to Section 8.05(b) of the Indenture, Shared Excess Principal Amounts with respect to
other Series in Excess Principal Sharing Group [________] for any Payment Date will be allocated to
Series 20[__]-[_] in an amount equal to the product of (i) the aggregate amount of Shared Excess
Principal Amounts with respect to all other Series in Excess Principal Sharing Group [________] for
such Payment Date and (ii) a fraction, the numerator of which is the Principal Shortfall with
respect to Series 20[__]-[_] for such Payment Date and the denominator of which is the aggregate
amount of Principal Shortfalls with respect to all Series in Excess Principal Sharing Group
[________] for such Payment Date.



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



          (a) On each Determination Date for the related Payment Date, the Servicer will, or will cause
the Indenture Trustee, to calculate the Primary Series 20[__]-[_] Overcollateralization Amount and
the Incremental Overcollateralization Amount. On each day during a Collection Period, the
Servicer, will, or will cause the Indenture Trustee, to calculate the Series 20[__]-[_] Invested
Amount.



          (b) The Series 20[__]-[_] Nominal Liquidation Amount will be reduced on any Payment Date by
the following amounts:




     (i) the amount, if any, of Reallocated Principal Collections (including any
Reallocated Principal Collections from the Collection Period occurring in the same
month as the Payment Date) (not to exceed the Series 20[__]-[_]
Overcollateralization Amount) used on such Payment Date to pay interest on the
Series 20[__]-[_] Notes pursuant to Section 4.04(b)(iii); and




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


On each Payment Date, the amount of any reduction in the Series 20[__]-[_] Nominal Liquidation
Amount due to (A) clause (i) or (ii) above will be allocated, first, to reduce the Series
20[__]-[_] Overcollateralization Amount by the amount of such reduction until the Series 20[__]-[_]
Overcollateralization Amount is reduced to zero and (B) clause (ii) above will be allocated,
second, to reduce the Series 20[__]-[_] Invested Amount by any remaining amount of such reduction
until the Series 20[__]-[_] Invested Amount is reduced to zero. In addition, the Series 20[__]-[_]
Invested Amount will be reduced by amounts deposited into the Accumulation Account and payments of
principal of the Series 20[__]-[_] Notes. Each reduction of the Series 20[__]-[_]
Overcollateralization Amount will be applied, first, to reduce the Primary Series 20[__]-[_]
Overcollateralization Amount and, second, to reduce the Incremental Overcollateralization Amount.







29









 








          (c) The Series 20[__]-[_] Nominal Liquidation Amount will be reinstated on any Payment Date by
the sum of (i) the amount of Series 20[__]-[_] Investor Available Interest Amounts that are applied
on such Payment Date for such purpose pursuant to Section 4.04(a)(vi), (ii) the amount of Shared
Excess Interest Amounts that are applied on such Payment Date for such purpose pursuant to Sections
4.04(b)(i) and (iii) the amounts on deposit in the Reserve Account that are applied on such Payment
Date for such purpose pursuant to Section 4.04(b)(ii). Each such reinstatement will be allocated
on such Payment Date, first, if the Series 20[__]-[_] Invested Amount has been reduced and not
fully reinstated, to the Series 20[__]-[_] Invested Amount until it equals the Series 20[__]-[_]
Outstanding Principal Amount and, second, any remaining reinstatement amount will be allocated to
the Incremental Overcollateralization Amount until it has been fully reinstated and then to the
Primary Series 20[__]-[_] Overcollateralization Amount until it has been fully reinstated.



          (d) The Primary Series 20[__]-[_] Overcollateralization Amount and the Series 20[__]-[_]
Invested Amount will be increased on any date on which the Issuer issues additional Series
20[__]-[_] Notes in accordance with Section 8.03(b). The amount of any such increase in the
Primary Series 20[__]-[_] Overcollateralization Amount and the Series 20[__]-[_] Invested Amount
will be in proportion to the increase in the aggregate Series 20[__]-[_] Outstanding Principal
Amount resulting from the issuance of such additional Series 20[__]-[_] Notes.



          Section 4.10. Establishment of Accumulation Account.



          (a) The Issuer will establish and the Indenture Trustee will maintain and hold in the name of
the Indenture Trustee, solely for the benefit of the Series 20[__]-[_] Noteholders, a Qualified
Account bearing a designation clearly indicating that the funds and other property credited thereto
are held solely for the benefit of the Series 20[__]-[_] Noteholders (the “Accumulation
Account”). The Indenture Trustee will possess all right, title and interest in all Eligible
Investments and all monies, instruments, securities, securities entitlements, documents,
certificates of deposit and other property from time to time on deposit in or credited to the
Accumulation Account and in all interest, proceeds, earnings, income, revenue, dividends and other
distributions thereof (including any accrued discount realized on liquidation of any investment
purchased at a discount) solely for the benefit of the Series 20[__]-[_] Noteholders. The parties
hereto acknowledge that the Indenture Trustee will be the sole entitlement holder of the
Accumulation Account, and will have sole dominion and control of the Accumulation Account for the
benefit of the Series 20[__]-[_] Noteholders. Except as expressly provided in the Indenture and
the Transfer and Servicing Agreement, the Servicer agrees that it has no right of setoff or
banker’s lien against, and no right to otherwise deduct from, any funds and other property held in
the Accumulation Account for any amount owed to it by the Indenture Trustee, the Issuer, any
Noteholder or any Series Enhancers. If, at any time, the Accumulation Account ceases to be a
Qualified Account, the Indenture Trustee (or the Servicer on its behalf), within ten Business Days
(or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may
consent), will establish a new Accumulation Account meeting the conditions specified above,
transfer any monies, instruments, securities, security entitlements, documents, certificates of
deposit and other property to such new Accumulation Account and from the date such new Accumulation
Account is established, it will be the “Accumulation Account.” Pursuant to the authority granted to
the Servicer in Section 3.01(a) of the Transfer and Servicing



30









 




Agreement, the Servicer has the power, revocable by the Indenture Trustee, to make withdrawals
and payments from the Accumulation Account and to instruct the Indenture Trustee to make
withdrawals and payments from the Accumulation Account for the purposes of carrying out the
Servicer’s or the Indenture Trustee’s duties under the Transfer and Servicing Agreement, the
Indenture and this Indenture Supplement, as applicable.




          (b) Funds on deposit in the Accumulation Account will, at the written direction of the
Servicer, be invested by the Indenture Trustee or its nominee (including the Securities
Intermediary) in Eligible Investments selected by the Servicer. All such Eligible Investments will
be held by the Indenture Trustee solely for the benefit of the Series 20[__]-[_] Noteholders. The
Indenture Trustee will cause each Eligible Investment to be delivered to it or its nominee
(including a securities intermediary) and will be credited to the Accumulation Account maintained
by the Indenture Trustee with the Securities Intermediary. Funds on deposit in the Accumulation
Account will be invested in Eligible Investments that will mature so that all such funds will be
available no later than the close of business on the Business Day next preceding each Payment Date.
On each Payment Date with respect to the Accumulation Period and on the first Payment Date with
respect to the Early Amortization Period, all interest and other investment earnings (net of losses
and investment expenses) on funds on deposit in the Accumulation Account will be withdrawn from the
Accumulation Account and treated as Series 20[__]-[_] Investor Available Interest Amounts with
respect to the related Collection Period for application in accordance with Section 4.04(a). Net
investment earnings on funds on deposit in the Accumulation Account will not be considered
principal amounts on deposit therein for purposes of this Indenture Supplement. The Indenture
Trustee will bear no responsibility or liability for any losses resulting from investment or
reinvestment of any funds in accordance with this Section 4.10(b) nor for the selection of Eligible
Investments in accordance with the provisions of the Indenture, this Indenture Supplement or the
Transfer and Servicing Agreement.



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



          Section 4.11. Accumulation Period. The Accumulation Period is scheduled to begin at
the close of business on [___________]; provided, however, that if the Accumulation
Period Length (as described below) is determined to be less than [_______] months, the date on
which the Accumulation Period actually begins may be delayed to the close of business on the last
day of the month preceding the month that is the number of whole months prior to the month in which
the Series 20[__]-[_] Expected Final Payment Date occurs which is at least equal to the
Accumulation Period Length (so that the number of full Collection Periods in the Accumulation
Period will at least equal the Accumulation Period Length). On or prior to [___________] and,
thereafter, on or prior to the first Business Day of each Collection Period prior to the Collection
Period in which the Accumulation Period is scheduled to begin, the Issuer, acting directly or
through the Administrator, may at its option, elect to delay the start of the Accumulation Period
and thereby reduce the number of full Collection Periods in the Accumulation Period (the
“Accumulation Period Length”), provided, that, (i) the Accumulation Period
shall start no later than [___________]; (ii) the Rating Agency Condition shall be satisfied, and
(iii) prior to



31









 




delaying the start of the Accumulation Period, an Authorized Officer of the Issuer shall have
delivered to the Indenture Trustee an Officer’s Certificate to the effect that delaying the start
of the Accumulation Period will not delay any payment of principal to the Series 20[__]-[_]
Noteholders. Once the Accumulation Period has commenced, the Accumulation Period Length cannot be
changed.




          Section 4.12. Establishment of Reserve Account.



          (a) The Issuer will establish and the Indenture Trustee will maintain and hold in the name of
the Indenture Trustee, solely for the benefit of the Series 20[__]-[_] Noteholders, a Qualified
Account bearing a designation clearly indicating that the funds and other property credited thereto
are held solely for the benefit of the Series 20[__]-[_] Noteholders (the “Reserve
Account”). The Indenture Trustee will possess all right, title and interest in all Eligible
Investments and all monies, instruments, securities, securities entitlements, documents,
certificates of deposit and other property from time to time on deposit in or credited to the
Reserve Account and in all interest, proceeds, earnings, income, revenue, dividends and other
distributions thereof (including any accrued discount realized on liquidation of any investment
purchased at a discount) solely for the benefit of the Series 20[__]-[_] Noteholders. The parties
hereto acknowledge that the Indenture Trustee will be the sole entitlement holder of the Reserve
Account, and will have sole dominion and control of the Reserve Account for the benefit of the
Series 20[__]-[_] Noteholders. Except as expressly provided in the Indenture and the Transfer and
Servicing Agreement, the Servicer agrees that it has no right of setoff or banker’s lien against,
and no right to otherwise deduct from, any funds and other property held in the Reserve Account for
any amount owed to it by the Indenture Trustee, the Issuer, any Noteholder or any Series Enhancers.
If, at any time, the Reserve Account ceases to be a Qualified Account, the Indenture Trustee (or
the Servicer on its behalf), within ten Business Days (or such longer period, not to exceed 30
calendar days, as to which each Rating Agency may consent), will establish a new Reserve Account
meeting the conditions specified above, transfer any monies, instruments, securities, security
entitlements, documents, certificates of deposit and other property to such new Reserve Account and
from the date such new Reserve Account is established, it will be the “Reserve Account.” Pursuant
to the authority granted to the Servicer in Section 3.01(a) of the Transfer and Servicing
Agreement, the Servicer has the power, revocable by the Indenture Trustee, to make withdrawals and
payments from the Reserve Account and to instruct the Indenture Trustee to make withdrawals and
payments from the Reserve Account for the purposes of carrying out the Servicer’s or the Indenture
Trustee’s duties under the Transfer and Servicing Agreement, the Indenture and this Indenture
Supplement, as applicable.



          (b) Funds on deposit in the Reserve Account will, at the written direction of the Servicer, be
invested by the Indenture Trustee or its nominee (including the Securities Intermediary) in
Eligible Investments selected by the Servicer. All such Eligible Investments will be held by the
Indenture Trustee solely for the benefit of the Series 20[__]-[_] Noteholders. The Indenture
Trustee will cause each Eligible Investment to be delivered to it or its nominee (including a
securities intermediary) and will be credited to the Reserve Account maintained by the Indenture
Trustee with the Securities Intermediary. Funds on deposit in the Reserve Account will be invested
in Eligible Investments that will mature so that all such funds will be available no later than the
close of business on the Business Day next preceding each Payment Date. On each Payment Date, all
interest and other investment earnings (net of losses and investment



32









 




expenses) on funds on deposit in the Reserve Account will be withdrawn from the Reserve
Account and treated as Series 20[__]-[_] Investor Available Interest Amounts with respect to the
related Collection Period for application in accordance with Section 4.04(a). Net investment
earnings on funds on deposit in the Reserve Account will not be considered principal amounts on
deposit therein for purposes of this Indenture Supplement. The Indenture Trustee will bear no
responsibility or liability for any losses resulting from investment or reinvestment of any funds
in accordance with this Section 4.12(b) nor for the selection of Eligible Investments in accordance
with the provisions of the Indenture, this Indenture Supplement or the Transfer and Servicing
Agreement.




          (c) The Reserve Account will be funded by the Issuer on the Series 20[__]-[_] Issuance Date in
the amount of the Reserve Account Initial Deposit.



          (d) On each Payment Date, to the extent that Series 20[__]-[_] Investor Available Interest
Amounts on deposit in the Collection Account with respect to such Payment Date, are insufficient to
make all distributions and deposits required under clauses (iii) through (vi) of Section 4.04(a),
and to the extent that amounts set forth in Section 4.04(b)(i) are insufficient to make up the
Interest Shortfall with respect to Series 20[__]-[_], the Servicer or the Indenture Trustee, acting
at the written direction of the Servicer, will withdraw amounts then on deposit in the Reserve
Account, up to the amounts of any such Interest Shortfall, pursuant to clause (ii) of Section
4.04(b) and apply, or cause the Indenture Trustee to apply, such amounts in accordance with clause
(ii) of Section 4.04(b). If the Series 20[__]-[_] Notes are not paid in full on the earlier of (x)
the Series 20[__]-[_] Final Maturity Date and (y) the first Payment Date on or after the occurrence
of an Event of Default and a declaration that all of the Series 20[__]-[_] Notes are immediately
due and payable as set forth in Section 5.03(a) of the Indenture, any funds remaining in the
Reserve Account, after application of amounts therein on such date in accordance with Section
4.04(a), will be applied pursuant to Section 4.04(e) on such date. Upon the payment in full of the
Series 20[__]-[_] Notes under the Indenture and this Indenture Supplement, any funds remaining in
the Reserve Account will be treated as Shared Excess Principal Amounts available from Series
20[__]-[_] and applied to cover Principal Shortfalls for other outstanding Series in Excess
Principal Sharing Group [________] in accordance with Section 8.05(b) of the Indenture. Upon the
payment in full of the Series 20[__]-[_] Notes under the Indenture and this Indenture Supplement
and to the extent such amounts are not needed to cover Principal Shortfalls for other outstanding
Series in Excess Principal Sharing Group [________], as directed in writing by the Servicer, the
Indenture Trustee shall distribute to the holders of the Transferor Interest, pursuant to the Trust
Agreement, any amounts remaining on deposit in the Reserve Account. Upon any such distribution to
the holders of the Transferor Interest as set forth in the preceding sentence, the Issuer,
Transferor, Owner Trustee, Indenture Trustee, Series Enhancers and Noteholders will have no further
rights in, or claims to, such amounts.



          Section 4.13. Determination of LIBOR.



          (a) On each Interest Determination Date, the Calculation Agent will determine LIBOR based on
the rate displayed on the Designated LIBOR Page on such date. If the Designated LIBOR Page by its
terms provides only for a single rate, then LIBOR for the applicable Interest Period will be the
rate for deposits in United States dollars having a maturity



33









 




of one month (commencing on the first day of such Interest Period) that appears on the
Designated LIBOR Page as of 11:00 a.m. London time on the applicable Interest Determination Date.
If at least two offered rates appear, LIBOR for the applicable Interest Period will be the
arithmetic mean of the offered rates for deposits in United States dollars having a maturity of one
month (commencing on the first day of such Interest Period) that appears on the Designated LIBOR
Page as of 11:00 a.m. London time, on the applicable Interest Determination Date.




          With respect to any Interest Determination Date on which no offered 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 its affiliates,
as selected by the Calculation Agent, to provide the Calculation Agent with its offered quotations
for deposits in United States dollars for the period of one month, commencing on the second London
Business Day immediately following the applicable Interest Determination Date, to prime banks in
the London interbank market at approximately 11:00 a.m., London time, on such Interest
Determination Date and in a principal amount that is representative of a single transaction in
United States dollars in that market at that time. If at least two such quotations are provided,
LIBOR determined on the applicable Interest Determination Date will be the arithmetic mean of the
quotations. If fewer than two quotations referred to in this paragraph are provided, LIBOR
determined on the applicable Interest Determination Date will be the rate calculated by the
Calculation Agent as the arithmetic mean of the rates quoted at approximately 11:00 a.m., in New
York, New York, on the applicable Interest Determination Date by three major banks, which may
include the Calculation Agent and its affiliates, in New York, New York selected by the Calculation
Agent for loans in United States dollars to leading European banks in a principal amount that is
representative of a single transaction in United States dollars in that market at that time. If
the banks so selected by the Calculation Agent are not quoting as mentioned in this paragraph,
LIBOR for the applicable Interest Determination Date will be LIBOR in effect on the preceding
Interest Determination Date.



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



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



ARTICLE V




DELIVERY OF SERIES 20[__]-[_] NOTES;

DISTRIBUTIONS; REPORTS TO SERIES 20[__]-[_] NOTEHOLDERS



          Section 5.01. Delivery and Payment for Series 20[__]-[_] Notes.



34









 





          The Indenture Trustee will execute the Series 20[__]-[_] Notes in accordance with Section 2.03
of the Indenture. The Indenture Trustee will deliver the Series 20[__]-[_] Notes to or upon the
order of the Issuer when so authenticated.



          Section 5.02. Distributions.



          (a) On each Payment Date, the Paying Agent will distribute to each Series 20[__]-[_]
Noteholder of record on the related Record Date (other than as provided in Section 11.02 of the
Indenture) such Series 20[__]-[_] Noteholder’s pro rata share of the amounts held by the Paying
Agent that are allocated and available on such Payment Date to pay interest on the Series
20[__]-[_] Notes pursuant to this Indenture Supplement.



          (b) On each Payment Date, the Paying Agent will distribute to each Series 20[__]-[_]
Noteholder of record on the related Record Date (other than as provided in Section 11.02 of the
Indenture) such Series 20[__]-[_] Noteholder’s pro rata share of the amounts held by the Paying
Agent that are allocated and available on such Payment Date to pay principal on the Series
20[__]-[_] Notes pursuant to this Indenture Supplement.



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



          (d) Except as provided in Section 11.02 of the Indenture with respect to a final distribution,
distributions to Series 20[__]-[_] Noteholders hereunder will be made (i) by wire transfer of
immediately available funds to an account designated by the Series 20[__]-[_] Noteholders and (ii)
without presentation or surrender of any Series 20[__]-[_] Notes or the making of any notation
thereon.



          Section 5.03. Reports and Statements to Series 20[__]-[_] Noteholders.



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



          (b) On each Payment Date, the Paying Agent, on behalf of the Indenture Trustee, will deliver
to each Series 20[__]-[_] Noteholder a copy of each statement or certificate delivered pursuant to
paragraph (a).



          (c) On or before January 31 of each calendar year, beginning with calendar year [____], the
Paying Agent, on behalf of the Indenture Trustee, will furnish or cause to be furnished to each
Person who at any time during the preceding calendar year was a Series 20[__]-[_] Noteholder, a
statement prepared by the Servicer containing the information that is required to be contained in
the statement to Series 20[__]-[_] Noteholders, as set forth in paragraph (b) above, aggregated for
such calendar year together with other information as is required to be provided by an issuer of
indebtedness under the Code. Such obligation of the Servicer will be deemed to have been satisfied
to the extent that substantially comparable



35









 




information is provided by the Paying Agent pursuant to any requirements of the Code as from
time to time in effect. Any statement delivered pursuant to this paragraph (c) may be delivered by
the Indenture Trustee by electronic transmission so long as the Indenture Trustee shall have
provided each Series 20[__]-[_] Noteholder with free and open access (if required) to such
statement.




          (d) The parties hereto and the Owner Trustee agree that the Servicer shall not be required to
cause a firm of independent certified public accountants to deliver the consolidated financial
statements of the Servicer and report described in Section 3.06 of the Transfer and Servicing
Agreement.



          Section 5.04. Tax Treatment.



          Each of the parties to this Indenture Supplement hereby severally covenants and agrees, in
each case as to itself individually, to treat the Series 20[__]-[_] Notes [(other than Retained
Notes)] as indebtedness for applicable United States federal, state, and local income and franchise
tax law and for purposes of any other tax imposed on, or measured by, income.



ARTICLE VI




SERIES 20[__]-[_] EARLY AMORTIZATION EVENTS



          Section 6.01. Series 20[__]-[_] Early Amortization Events.



          If any one of the Early Amortization Events specified in the Indenture or any one of the
following events occurs with respect to the Series 20[__]-[_] Notes:




     (i) failure by the Issuer, the Transferor, the Servicer or NMAC (if NMAC is no
longer the Servicer), as applicable (a) to make any payment or deposit required by
the terms of the Transfer and Servicing Agreement, the Receivables Purchase
Agreement, the Indenture or this Indenture Supplement, including but not limited to
any Transferor Deposit Amounts, on or before the date occurring ten Business Days
after the date such payment or deposit is required to be made, (b) to deliver a
Payment Date Statement on the date required under the Transfer and Servicing
Agreement, or within the applicable grace period which will not exceed five Business
Days, (c) to comply with its covenant not to create any Lien on any Receivable, or
(d) to observe or perform in any material respect any other covenants or agreements
set forth in the Transfer and Servicing Agreement, the Receivables Purchase
Agreement, the Indenture or this Indenture Supplement which failure (in the case of
this clause (d)) continues unremedied for a period of 60 days after the date on
which notice of such failure requiring the same to be remedied, has been given to
the Issuer, the Transferor, the Servicer or NMAC (if NMAC is no longer the
Servicer), as applicable, by the Indenture Trustee, or to the Issuer, the
Transferor, the Servicer or NMAC (if NMAC is no longer the Servicer), as applicable,
and the Indenture Trustee by any Holder of a Series 20[__]-[_] Note;



36









 






     (ii) any representation or warranty made by (x) NMAC, as seller, in the
Receivables Purchase Agreement or (y) the Transferor in the Transfer and Servicing
Agreement, or any information required to be delivered by NMAC or the Transferor to
identify the Accounts, proves to have been incorrect in any material respect when
made or when delivered, which continues to be incorrect in any material respect for
a period of 60 days after the date on which written notice of such failure,
requiring the same to be remedied, has been given to the Issuer, NMAC or the
Transferor, as applicable, by the Indenture Trustee, or to the Issuer, NMAC or the
Transferor, as applicable, and the Indenture Trustee by any Holder of a Series
20[__]-[_] Note and as a result the interests of the Series 20[__]-[_] Noteholders
are materially and adversely affected; provided, however, that an
Early Amortization Event pursuant to this clause (ii) will not be deemed to have
occurred hereunder if the Transferor has accepted reassignment of the related
Receivable, or all of such Receivables, if applicable, during such period in
accordance with the provisions of the Transfer and Servicing Agreement;




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




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




     (v) on any Payment Date, the Series 20[__]-[_] Overcollateralization Amount is
reduced to an amount less than the product of (i) the applicable Series 20[__]-[_]
Overcollateralization Percentage and (ii) the Series 20[__]-[_] Initial Principal
Amount; provided, that, for the purpose of determining whether an Early
Amortization Event has occurred pursuant to this clause (v), any reduction of the
Primary Series 20[__]-[_] Overcollateralization Amount resulting from reallocations
of the Series 20[__]-[_] Investor Available Principal Amounts to pay interest on the
Series 20[__]-[_] Notes in the event LIBOR is equal to or greater than the Reference
Rate upon which interest on the Receivables is calculated on the applicable Interest
Determination Date will be considered an Early Amortization Event only if LIBOR
remains equal to or greater than such Reference Rate for the next 30 consecutive
days following such Interest Determination Date; provided, further that, if the
reduction occurs on any Payment Date on which the Series 20[__]-[_]
Overcollateralization Percentage is increased because the average of the Monthly
Payment Rates for the three preceding Collection Periods is less than [__]% or the
Series 20[__]-[_] Overcollateralization Percentage is further increased because the
average of the Monthly Payment Rates for the three preceding Collection Periods is
less than [__]%, then that reduction shall be an Early Amortization Event if the
Series 20[__]-[_] Overcollateralization Amount remains less than the Required Series
20[__]-[_] Overcollateralization Amount for five or more days after the Payment Date
on which the Series 20[__]-[_] Overcollateralization Percentage increased;



37









 






     (vi) any Servicer Default occurs, or NMAC no longer acts as Servicer under the
Transfer and Servicing Agreement;




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




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




     (ix) the Series 20[__]-[_] Outstanding Principal Amount is not repaid in full
on the Series 20[__]-[_] Expected Final Payment Date;




     (x) the Issuer or the Transferor becomes an investment company within the
meaning of the Investment Company Act of 1940; or




     (xi) the occurrence of an Event of Default with respect to Series 20[__]-[_]
Notes and the declaration that the Series 20[__]-[_] Notes are due and payable
pursuant to the Indenture.


then, in the case of any event described in clauses (i), (ii) or (vi) above, an Early Amortization
Event with respect to Series 20[__]-[_] will be deemed to have occurred only if, after the
applicable grace period described in those clauses, if any, either the Indenture Trustee or Series
20[__]-[_] Noteholders holding Series 20[__]-[_] Notes evidencing more than [50]% of the Series
20[__]-[_] Outstanding Principal Amount by written notice to the Transferor, NMAC, the Servicer and
the Indenture Trustee (if given by Series 20[__]-[_] Noteholders), declare that an Early
Amortization Event has occurred as of the date of that notice. In the case of any Early
Amortization Event described in the Indenture or any event described in clause (iii), (iv), (v) or
clauses (vii) through (ix) above, an Early Amortization Event with respect to Series 20[__]-[_]
will be deemed to have occurred without any notice or other action on the part of the Indenture
Trustee or the Series 20[__]-[_] Noteholders immediately upon the occurrence of that event.




          If an Early Amortization Event (other than an Early Amortization Event specified in clause
(iii) or (viii) above) has occurred and the Accumulation Period has not commenced, the Indenture
Trustee shall request from [________] and [________] a confirmation that recommencement of the
Revolving Period will not cause a reduction or withdrawal of the ratings of the Series 20[__]-[_]
Notes (if the Series 20[__]-[_] Notes are then rated by [________] and [________]). If the Series
20[__]-[_] Noteholders holding Series 20[__]-[_] Notes evidencing more than [50]% of the Series
20[__]-[_] Outstanding Principal Amount consent to the recommencement of the Revolving Period and
[________] and [________] (if the Series 20[__]-[_] Notes are then rated by [________] and
[________]) have notified the Indenture Trustee that recommencement of the Revolving Period will
not cause a reduction or withdrawal of the ratings of the Series 20[__]-[_] Notes, the related
Early Amortization Event shall terminate and the Revolving Period shall recommence.
Notwithstanding anything to the contrary herein, if an



38









 




Early Amortization Event specified in clause (iii) or (x) above has occurred, the Revolving
Period shall not recommence under any circumstances.




ARTICLE VII




REDEMPTION OF SERIES 20[__]-[_] NOTES;

SERIES FINAL MATURITY; FINAL DISTRIBUTIONS



          Section 7.01. Redemption of Series 20[__]-[_] Notes.



          (a) On any day occurring on or after the date on which the Series 20[__]-[_] Outstanding
Principal Amount is reduced to [10% or less] [$[__] or less] of the Series 20[__]-[_] Initial
Principal Amount, the Issuer will have the option to redeem the Series 20[__]-[_] Notes, in whole
but not in part, at a redemption price equal to (i) if such day is a Payment Date, the Reassignment
Amount for such Payment Date or (ii) if such day is not a Payment Date, the Reassignment Amount for
the Payment Date following such day.



          (b) The Issuer will give the Servicer and the Indenture Trustee at least 30 days prior written
notice of the date on which the Issuer intends to exercise its option to redeem the Series
20[__]-[_] Notes. Not later than 12:00 noon, New York City time, on the date on which the Issuer
is to redeem the Series 20[__]-[_] Notes, the Issuer will deposit into the Collection Account in
immediately available funds an amount equal to the excess of the Reassignment Amount over amounts
then on deposit in the Collection Account and available to be applied to the payment of the
Reassignment Amount. Such redemption option is subject to payment in full of the Reassignment
Amount. Following such deposit into the Collection Account in accordance with the foregoing, the
Series 20[__]-[_] Invested Amount will be reduced to zero and the Series 20[__]-[_] Noteholders
will have no further interest in the Receivables. The Reassignment Amount will be distributed in
the manner set forth in Section 7.02.



          Section 7.02. Series Final Maturity.



          (a) The amount to be paid by the Transferor with respect to Series 20[__]-[_] in connection
with reassignment of the Noteholders’ Collateral pursuant to Section 2.03 of the Transfer and
Servicing Agreement will be the Reassignment Amount for the first Payment Date following the
Collection Period in which the reassignment obligation arises under the Transfer and Servicing
Agreement. With respect to the Reassignment Amount deposited into the Collection Account pursuant
to Section 2.03 of the Transfer and Servicing Agreement, the Reassignment Amount deposited into the
Collection Account pursuant to Section 7.01 hereof and the proceeds from any Foreclosure Remedy
pursuant to Section 5.05 of the Indenture, the Indenture Trustee will, in accordance with the
written direction of the Servicer, not later than 12:00 noon, New York City time, on the related
Payment Date, make distributions of the following amounts (in the priority set forth below and, in
each case after giving effect to any deposits and distributions otherwise to be made on such date)
in immediately available funds: (A) the Series 20[__]-[_] Outstanding Principal Amount on such
Payment Date will be distributed to the Paying Agent for payment to the Series 20[__]-[_]
Noteholders and (B) an amount equal to the sum of (1) Monthly Interest for such Payment Date, (2)
any Monthly Interest previously due but not distributed to the Series 20[__]-[_] Noteholders on any
prior Payment



39









 




Date and (3) Additional Interest, if any, for such Payment Date and any Additional Interest
previously due but not distributed to the Series 20[__]-[_] Noteholders on any prior Payment Date
will be distributed to the Paying Agent for payment to the Series 20[__]-[_] Noteholders.




          (b) Notwithstanding anything to the contrary in this Indenture Supplement, the Indenture or
the Transfer and Servicing Agreement, all amounts distributed to the Paying Agent pursuant to
Section 7.02(a) for payment to the Series 20[__]-[_] Noteholders will be deemed distributed in full
to the Series 20[__]-[_] Noteholders on the date on which such funds are distributed to the Paying
Agent pursuant to this Section and will be deemed to be a final distribution pursuant to Section
11.02 of the Indenture.



          Section 7.03. No Defeasance.



     The Issuer shall not have the option to be discharged from its obligations with respect of the
Series 20[__]-[_] Notes as described in Section 11.04 of the Indenture.



ARTICLE VIII




MISCELLANEOUS PROVISIONS



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



          Section 8.02. Form of Delivery of Series 20[__]-[_] Notes.



          (a) The Series 20[__]-[_] Notes shall be Global Notes and shall be delivered as provided in
Section 2.03 of the Indenture.



          Section 8.03. [Reserved].



          Section 8.04. Amendments and Waivers.



          (a) This Indenture Supplement may only be amended, modified or supplemented, and the terms
hereof may only be waived, in accordance with Section 10.01 or 10.02 of the Indenture, as
applicable, provided however, this Agreement may be amended by the Transferor, Servicer and the
Issuer, with the consent of the Indenture Trustee, but without any of the Series 20[__]-[_]
Noteholders, to (i) add a supplemental specified Reserve Account balance and (ii) amend Section
4.04(a) to require payments and distributions to the Reserve Account up to an amount equal to the
sum of the Specified Reserve Account Balance and such supplemental specified Reserve Account
balance immediately following any payments and distributions made pursuant to Section 4.04(a)(xi).
If the proposed amendment or supplement described in the foregoing subclauses (i) and (ii) of this
Section 8.04(a) materially and adversely affects any of the rights or obligations of any holder of
notes of any outstanding Series or Class issued by the Issuer, the Owner Trustee shall obtain the
consent of such holders prior to the adoption of such amendment or supplement; provided, that no
such holder’s consent to any such amendment or supplement shall be unreasonably withheld, and
provided, further, that each of such holder’s



40









 




consent will be deemed to have been given if such holder does not object in writing within 10
days of receipt of a written request for such consent. Upon receipt of the consent or deemed
consent, of each such holder, the Owner Trustee shall notify the Indenture Trustee of such consent
or deemed consent. The Indenture Trustee shall notify the Owner Trustee of any proposed amendment
or supplement to this Agreement described in the foregoing subclauses (i) and (ii) of this Section
8.04(a).




          (b) If, at any time and from time to time when the Series 20[__]-[_] Notes are outstanding,
the Issuer determines that an amendment to this Indenture Supplement is desirable for the Issuer to
issue additional Series 20[__]-[_] Notes, then the Issuer and the Indenture Trustee may enter into
such amendment without obtaining the consent of the Series 20[__]-[_] Noteholders;
provided, that (a) the Rating Agency Condition has been satisfied, (b) the Issuer has
delivered to the Indenture Trustee and the Owner Trustee a Required Federal Income Tax Opinion and
(c) the Series 20[__]-[_] Invested Amount of the Series 20[__]-[_] Notes and all amounts relating
to the Series 20[__]-[_] Overcollateralization Amount shall be adjusted proportionately.



          (c) If, at any time and from time to time the Issuer determines that an amendment to this
Indenture Supplement or the Indenture is desirable to conform to the prospectus supplement dated
[___________] and the base prospectus dated [___________], relating to the issuance of the Series
20[__]-[_] Notes, then the Issuer and the Indenture Trustee may enter into such amendment without
obtaining the consent of the Series 20[__]-[_] Noteholders; provided, that (i) the Issuer has
delivered notice of such amendment to [Moody’s] and (ii) the Rating Agency Condition with respect
to [Standard & Poor’s] has been satisfied.



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



          Section 8.06. Governing Law. THIS INDENTURE SUPPLEMENT AND EACH SERIES 20[__]-[_]
NOTE ARE TO BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO ITS CONFLICTS OF LAWS PRINCIPLES.



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



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



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



41









 





[Signature Page to Follow]




42









 





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



	 	 	 	 	 	 	 	 	 

	 	 	NISSAN MASTER OWNER TRUST

RECEIVABLES, as Issuer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	[Wilmington Trust Company], not in its

individual capacity, but solely as Owner Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 

Name:
	 	 
	 

	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	[U.S. BANK NATIONAL ASSOCIATION], not in its

individual capacity, but solely as Indenture Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 






Agreed and accepted as of ____________, [_____]




NISSAN MOTOR ACCEPTANCE CORPORATION,

as Servicer




	 	 	 	 	 

	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






WILMINGTON TRUST COMPANY,

not in its individual capacity but solely as Owner Trustee




	 	 	 	 	 

	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 











S-1









 








EXHIBIT A



FORM OF

SERIES 20[__]-[_] NOTE


UNLESS THIS SERIES 20[__]-[_] NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE INDENTURE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY SERIES 20[__]-[_] NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



THE OUTSTANDING PRINCIPAL AMOUNT OF THIS SERIES 20[__]-[_] NOTE MAY BE REDUCED FROM TIME TO TIME BY
DISTRIBUTIONS ON THIS SERIES 20[__]-[_] NOTE ALLOCABLE TO PRINCIPAL. ACCORDINGLY, FOLLOWING THE
INITIAL ISSUANCE OF THIS SERIES 20[__]-[_] NOTE, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE MAY
BE DIFFERENT FROM THE INITIAL PRINCIPAL AMOUNT SHOWN BELOW. ANYONE ACQUIRING THIS SERIES
20[__]-[_] NOTE MAY ASCERTAIN THE CURRENT OUTSTANDING PRINCIPAL AMOUNT OF THIS SERIES 20[__]-[_]
NOTE BY INQUIRY OF THE INDENTURE TRUSTEE. ON THE DATE OF THE INITIAL ISSUANCE OF THIS SERIES
20[__]-[_] NOTE, THE INDENTURE TRUSTEE IS [U.S. BANK NATIONAL ASSOCIATION].



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



THE HOLDER OF THIS SERIES 20[__]-[_] NOTE, BY ACCEPTANCE OF THIS SERIES 20[__]-[_] NOTE, AND EACH
HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREES TO TREAT THE SERIES 20[__]-[_] NOTES AS
INDEBTEDNESS FOR APPLICABLE UNITED STATES FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW
AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY, INCOME.



THE HOLDER OF THIS SERIES 20[__]-[_] NOTE (OR ANY INTEREST THEREIN) SHALL 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) 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, (B) A
“PLAN” AS DEFINED IN






 









 







AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (C) AN
ENTITY DEEMED TO HOLD THE “PLAN ASSETS” OF ANY OF THE FOREGOING BY REASON OF INVESTMENT BY AN
EMPLOYEE BENEFIT PLAN OR PLAN IN SUCH ENTITY, OR (D) A GOVERNMENTAL, NON-U.S. OR CHURCH PLAN; OR
(II) THE ACQUISITION, HOLDING AND DISPOSITION OF THE SERIES 20[__]-[_] NOTE (OR ANY INTEREST
THEREIN) WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA,
SECTION 4975 OF THE CODE, OR ANY OTHER LAW THAT IS SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975
OF THE CODE.







 









 








			
	Registered
	 	$____________





No. R-__




NISSAN MASTER OWNER TRUST RECEIVABLES,



SERIES 20[__]-[_] NOTE



          Nissan Master Owner Trust Receivables (herein referred to as the “Issuer”), a Delaware
statutory trust formed by a Trust Agreement dated as of May 13, 2003, as amended and restated by an
Amended and Restated Trust Agreement, dated as of October 15, 2003, for value received, hereby
promises to pay to [_____________________], or registered assigns, subject to the following
provisions, the principal sum of $______________, or such lesser amount, as determined in
accordance with the Indenture (referred to herein) and the Indenture Supplement (referred to
herein), on the Series 20[__]-[_] Final Maturity Date, except as otherwise provided below or in the
Indenture Supplement. The Issuer will pay interest on the unpaid principal amount of this Series
20[__]-[_] Note at the Note Interest Rate on each Payment Date until the principal amount of this
Series 20[__]-[_] Note is paid in full. Interest on this Series 20[__]-[_] Note will accrue for
each Payment Date from and including the most recent Payment Date on which interest has been paid
to but excluding such Payment Date or, for the initial Payment Date, from and including the Series
20[__]-[_] Issuance Date to but excluding such Payment Date. Interest will be computed as provided
in the Indenture Supplement. Principal of this Series 20[__]-[_] Note will be paid in the manner
specified on the reverse hereof.



          The principal of and interest on this Series 20[__]-[_] Note are payable in such coin or
currency of the United States of America as at the time of payment is legal tender for payment of
public and private debts.



          Reference is made to the further provisions of this Series 20[__]-[_] Note set forth on the
reverse hereof, which will have the same effect as though fully set forth on the face of this
Series 20[__]-[_] Note.



          Unless the certificate of authentication hereon has been executed by or on behalf of the
Indenture Trustee, by manual signature, this Series 20[__]-[_] Note will not be entitled to any
benefit under the Indenture or the Indenture Supplement referred to on the reverse hereof, or be
valid for any purpose.



 









 





          IN WITNESS WHEREOF, the Issuer has caused this Series 20[__]-[_] Note to be duly executed.



	 	 	 	 	 	 	 

	 	 	NISSAN MASTER OWNER TRUST

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

	 	By
	 	 
	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 





Dated: ________, 20[__]




INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION



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




	 	 	 	 	 	 	 

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

	 	By
	 	 
	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 






 









 






NISSAN MASTER OWNER TRUST RECEIVABLES,



SERIES 20[__]-[_] NOTE



Summary of Terms and Conditions



          This Series 20[__]-[_] Note is one of a duly authorized issue of Notes of the Issuer,
designated as the Nissan Master Owner Trust Receivables, Series 20[__]-[_] Note (the “Series
20[__]-[_] Notes”), issued under the Amended and Restated Indenture, dated as of October 15,
2003 (the “Indenture”), between the Issuer and [U.S. Bank National Association], as
indenture trustee (the “Indenture Trustee”), as supplemented by the Series 20[__]-[_]
Indenture Supplement, dated as of [_______________], (the “Indenture Supplement”), between
the Issuer and the Indenture Trustee and representing the right to receive certain payments from
the Issuer. The term Indenture, unless the context otherwise requires, refers to the Indenture as
supplemented by the Indenture Supplement. The Series 20[__]-[_] Notes are subject to all of the
terms of the Indenture and the Indenture Supplement. All terms used in this Series 20[__]-[_] Note
that are defined in the Annex of Definitions relating to the Indenture and the other Transaction
Documents or the Indenture Supplement have the meanings assigned to them in or pursuant thereto, as
applicable. In the event of any conflict or inconsistency between the Annex of Definitions or the
Indenture Supplement, as applicable, and this Series 20[__]-[_] Note, the Annex of Definitions or
the Indenture Supplement, as applicable, controls.



          The Series 20[__]-[_] Noteholder, by its acceptance of this Series 20[__]-[_] Note, agrees
that it will look solely to the property of the Issuer allocated to the payment of this Series
20[__]-[_] Note for payment hereunder and that the Indenture Trustee is not liable to the Series
20[__]-[_] Noteholders for any amount payable under this Series 20[__]-[_] Note or the Indenture
or, except as expressly provided in the Indenture, subject to any liability under the Indenture.



          This Series 20[__]-[_] Note does not purport to summarize the Indenture and reference is made
to the Indenture and the Indenture Supplement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the
Indenture Trustee.



          The Series 20[__]-[_] Initial Principal Amount is $[___________]. The Series 20[__]-[_]
Outstanding Principal Amount on any date of determination will be an amount equal to (a) the Series
20[__]-[_] Initial Principal Amount, minus (b) the aggregate amount of principal payments made to
the Series 20[__]-[_] Noteholders on or before such date. Payments of principal of the Series
20[__]-[_] Notes will be made in accordance with the provisions of the Indenture and the Indenture
Supplement.



          Subject to the terms and conditions of the Indenture and the Trust Agreement, the Transferor
may, from time to time, direct the Owner Trustee, on behalf of the Issuer, to issue one or more new
Series of Notes. The Series 20[__]-[_] Notes are included in Excess Interest Sharing Group [____]
and Excess Principal Sharing Group [________].



          On each Payment Date, the Paying Agent will distribute to each Series 20[__]-[_] Noteholder of
record on the related Record Date (except for the final distribution in respect of



 









 




this Series 20[__]-[_] Note) such Series 20[__]-[_] Noteholder’s pro rata share of the amounts
held by the Paying Agent that are allocated and available on such Payment Date to pay interest and
principal on the Series 20[__]-[_] Notes pursuant to the Indenture Supplement. Except as provided
in the Indenture with respect to a final distribution, distributions to the Series 20[__]-[_]
Noteholders shall be made (i) on the due date thereof, to an account designated by the holder of
this Series 20[__]-[_] Note, in United States dollars and in immediately available funds and (ii)
without presentation or surrender of any Series 20[__]-[_] Note or the making of any notation
thereon. Final payment of this Series 20[__]-[_] Note will be made only upon presentation and
surrender of this Series 20[__]-[_] Note at the office or agency specified in the notice of final
distribution delivered by the Indenture Trustee to the Series 20[__]-[_] Noteholders in accordance
with the Indenture.




          On any day occurring on or after the date on which the Series 20[__]-[_] Outstanding Principal
Amount is reduced to [10% or less] [$[______] or less] of the Series 20[__]-[_] Initial Principal
Amount, the Issuer will have the option to redeem the Series 20[__]-[_] Notes, at a purchase price
equal to (i) if such day is a Payment Date, the Reassignment Amount for such Payment Date or (ii)
if such day is not a Payment Date, the Reassignment Amount for the Payment Date following such day.



          This Series 20[__]-[_] Note does not represent an obligation of, or an interest in, the
Transferor, Nissan Motor Acceptance Corporation, Nissan Motor Co., Ltd. or any Affiliate of any of
them and is not insured or guaranteed by any governmental agency or instrumentality.



          Each Series 20[__]-[_] Noteholder, by accepting a Note, hereby covenants and agrees that it
will not at any time institute against the Issuer or the Transferor, or join in instituting against
the Issuer or the Transferor, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, or other proceedings under any United States federal or state bankruptcy
or similar law.



          The Issuer, the Transferor, the Indenture Trustee and any agent of the Issuer, Transferor or
the Indenture Trustee will treat the person in whose name this Series 20[__]-[_] Note is registered
as the owner hereof for all purposes, and none of the Issuer, the Transferor, the Indenture Trustee
or any agent of the Issuer, Transferor or the Indenture Trustee will be affected by notice to the
contrary.



          THIS SERIES 20[__]-[_] NOTE IS TO BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES HEREUNDER ARE TO BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.



 









 





ASSIGNMENT




          Social
Security or other identifying number of assignee ________________________



          FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (name and address
of assignee) the within Series 20[__]—[_] 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: ___________________ _________1



          Signature Guaranteed:





 




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




 









 










EXHIBIT B



FORM OF MONTHLY SERVICER’S STATEMENT



B-1









 





EXHIBIT C



FORM OF AUTHORIZED OFFICER CERTIFICATE



[Name of Servicer]



NISSAN MASTER OWNER TRUST RECEIVABLES,

SERIES 20[__]-[_]



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




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




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




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




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




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




     (vi) As of the date hereof, no Early Amortization Event or Event of Default has
occurred and is continuing under (and as defined in) the Indenture and, to the best
knowledge of the undersigned, no event or condition exists which



C-1









 







with notice and/or the passage of time, would constitute an Early Amortization
Event or Event of Default.




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



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



	 	 	 	 	 
	 	[                                                                       ],

	 
	 	 	as Servicer

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 








C-2









 








APPENDIX A



REGULATION AB REPRESENTATIONS, WARRANTIES AND COVENANTS



PART I



DEFINED TERMS




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



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



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



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



PART II




COMPLIANCE WITH REGULATION AB



          Section 2.01. Intent of the Parties; Reasonableness.



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



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



A-1









 




of compliance and attestation, as may be required under the then-current interpretations of
Regulation AB.




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



A-2









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I CREATION OF SERIES 20[__]-[_] NOTES
	 	 	2	 
	Section 1.01. Designation
	 	 	2	 
	ARTICLE II DEFINITIONS
	 	 	2	 
	Section 2.01. Definition
	 	 	2	 
	Section 2.02. Other Definitional Provisions
	 	 	15	 
	Section 2.03. Registration of and Limitations on Transfer and Exchange of Notes
	 	 	16	 
	Section 2.04. Definitive Notes
	 	 	17	 
	ARTICLE III SERVICING FEE
	 	 	18	 
	Section 3.01. Servicing Compensation
	 	 	18	 
	ARTICLE IV RIGHTS OF SERIES 20[__]-[_] NOTEHOLDERS AND ALLOCATION AND APPLICATION OF COLLECTIONS
	 	 	18	 
	Section 4.01. Collections and Allocations
	 	 	18	 
	Section 4.02. Determination of Monthly Interest
	 	 	21	 
	Section 4.03. Advances
	 	 	21	 
	Section 4.04. Application of Available Amounts on Deposit in the Collection Account,
the Accumulation Account and Other Sources of Payment
	 	 	22	 
	Section 4.05. Investor Charge-Offs
	 	 	27	 
	Section 4.06. Reallocated Principal Collections
	 	 	28	 
	Section 4.07. Excess Interest Amounts
	 	 	28	 
	Section 4.08. Excess Principal Amounts
	 	 	29	 
	Section 4.09. Series Nominal Liquidation Amount, Overcollateralization Amount and
Invested Amount
	 	 	29	 
	Section 4.10. Establishment of Accumulation Account
	 	 	30	 
	Section 4.11. Accumulation Period
	 	 	31	 
	Section 4.12. Establishment of Reserve Account
	 	 	32	 
	Section 4.13. Determination of LIBOR
	 	 	33	 
	ARTICLE V DELIVERY OF SERIES 20[__]-[_] NOTES; DISTRIBUTIONS; REPORTS TO SERIES 20[__]-[_] NOTEHOLDERS
	 	 	34	 
	Section 5.01. Delivery and Payment for Series 20[__]-[_] Notes
	 	 	34	 
	Section 5.02. Distributions
	 	 	35	 
	Section 5.03. Reports and Statements to Series 20[__]-[_] Noteholders
	 	 	35	 






-i- 









 




TABLE OF CONTENTS

(continued)





	 	 	 	 	 
	 	 	Page	 
	Section 5.04. Tax Treatment
	 	 	36	 
	ARTICLE VI SERIES 20[__]-[_] EARLY AMORTIZATION EVENTS
	 	 	36	 
	Section 6.01. Series 20[__]-[_] Early Amortization Events
	 	 	36	 
	ARTICLE VII REDEMPTION OF SERIES 20[__]-[_] NOTES; SERIES FINAL MATURITY; FINAL DISTRIBUTIONS
	 	 	39	 
	Section 7.01. Redemption of Series 20[__]-[_] Notes
	 	 	39	 
	Section 7.02. Series Final Maturity
	 	 	39	 
	Section 7.03. No Defeasance
	 	 	40	 
	ARTICLE VIII MISCELLANEOUS PROVISIONS
	 	 	40	 
	Section 8.01. Ratification of Agreement
	 	 	40	 
	Section 8.02. Form of Delivery of Series 20[__]-[_] Notes
	 	 	40	 
	Section 8.03. [Reserved]
	 	 	40	 
	Section 8.04. Amendments and Waivers
	 	 	40	 
	Section 8.05. Counterparts
	 	 	41	 
	Section 8.06. Governing Law
	 	 	41	 
	Section 8.07. Effect of Headings and Table of Contents
	 	 	41	 
	Section 8.08. Waiver of Jury Trial
	 	 	41	 
	Section 8.09. Compliance with Regulation AB
	 	 	41	 






	 	 	 

	EXHIBIT A

	 	Form of Series 20[__]-[_] Note
	EXHIBIT B

	 	Form of Monthly Servicer’s Statement
	EXHIBIT C

	 	Form of Authorized Officer Certificate
	APPENDIX A

	 	Regulation AB Representations, Warranties And Covenants







-ii-