EX-4.2



 Exhibit 4.2 

NISSAN MASTER OWNER TRUST RECEIVABLES 

Issuer 
 [U.S. BANK NATIONAL
ASSOCIATION] 
 Indenture Trustee 

SERIES 20[●]-[●] 

INDENTURE SUPPLEMENT 
 Dated as of
[●], 20[●] 
 NISSAN MASTER OWNER TRUST RECEIVABLES, 

SERIES 20[●]-[●] 







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	 ARTICLE I
	 	 CREATION OF SERIES 20[●]-[●] NOTES
	  	 	2	  
			
	 Section 1.01.
	 	 Designation
	  	 	2	  
			
	 ARTICLE II
	 	 DEFINITIONS
	  	 	3	  
			
	 Section 2.01.
	 	 Definition
	  	 	3	  
	 Section 2.02.
	 	 Other Definitional Provisions
	  	 	17	  
	 Section 2.03.
	 	 Registration of and Limitations on Transfer and Exchange of Notes
	  	 	18	  
	 Section 2.04.
	 	 Definitive Notes
	  	 	19	  
			
	 ARTICLE III
	 	 SERVICING FEE
	  	 	20	  
			
	 Section 3.01.
	 	 Servicing Compensation
	  	 	20	  
			
	 ARTICLE IV
	 	 RIGHTS OF SERIES 20[●]-[●] NOTEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
	  	 	20	  
			
	 Section 4.01.
	 	 Collections and Allocations
	  	 	20	  
	 Section 4.02.
	 	 Determination of Monthly Interest
	  	 	23	  
	 Section 4.03.
	 	 Advances
	  	 	24	  
	 Section 4.04.
	 	 Application of Available Amounts on Deposit in the Collection Account, the Accumulation Account
and Other Sources of Payment
	  	 	25	  
	 Section 4.05.
	 	 Investor Charge-Offs
	  	 	30	  
	 Section 4.06.
	 	 Reallocated Principal Collections
	  	 	30	  
	 Section 4.07.
	 	 Excess Interest Amounts
	  	 	31	  
	 Section 4.08.
	 	 Excess Principal Amounts
	  	 	31	  
	 Section 4.09.
	 	 Series Nominal Liquidation Amount, Overcollateralization Amount and Invested Amount
	  	 	31	  
	 Section 4.10.
	 	 Establishment of Accumulation Account
	  	 	33	  
	 Section 4.11.
	 	 Accumulation Period
	  	 	34	  
	 Section 4.12.
	 	 Establishment of Reserve Account
	  	 	34	  
	 Section 4.13.
	 	 Determination of LIBOR
	  	 	36	  
			
	 ARTICLE V
	 	 DELIVERY OF SERIES 20[●]-[●] NOTES;
DISTRIBUTIONS; REPORTS TO SERIES 20[●]-[●] NOTEHOLDERS
	  	 	37	  
			
	 Section 5.01.
	 	 Delivery and Payment for Series 20[●]-[●]
Notes
	  	 	37	  
	 Section 5.02.
	 	 Distributions
	  	 	37	  
	 Section 5.03.
	 	 Reports and Statements to Series 20[●]-[●]
Noteholders
	  	 	38	  
	 Section 5.04.
	 	 Tax Treatment
	  	 	39	  
	 Section 5.05.
	 	 Information to be Provided by the Indenture Trustee
	  	 	39	  
	 Section 5.06.
	 	 Tax Forms
	  	 	39	  
			
	 ARTICLE VI
	 	 SERIES 20[●]-[●] EARLY AMORTIZATION
EVENTS
	  	 	39	  
			
	 Section 6.01.
	 	 Series 20[●]-[●] Early Amortization
Events
	  	 	39	  


  
 -i- 









 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
	 ARTICLE VII
	 	 REDEMPTION OF SERIES 20[●]-[●] NOTES;
SERIES FINAL MATURITY; FINAL DISTRIBUTIONS
	  	 	42	  
			
	 Section 7.01.
	 	 Redemption of Series 20[●]-[●]
Notes
	  	 	42	  
	 Section 7.02.
	 	 Series Final Maturity
	  	 	42	  
	 Section 7.03.
	 	 No Defeasance
	  	 	43	  
			
	 ARTICLE VIII
	 	 MISCELLANEOUS PROVISIONS
	  	 	43	  
			
	 Section 8.01.
	 	 Ratification of Agreement
	  	 	43	  
	 Section 8.02.
	 	 Form of Delivery of Series 20[●]-[●]
Notes
	  	 	43	  
	 Section 8.03.
	 	 Notices
	  	 	44	  
	 Section 8.04.
	 	 Amendments and Waivers
	  	 	44	  
	 Section 8.05.
	 	 Counterparts
	  	 	46	  
	 Section 8.06.
	 	 Governing Law
	  	 	46	  
	 Section 8.07.
	 	 Effect of Headings and Table of Contents
	  	 	46	  
	 Section 8.08.
	 	 Waiver of Jury Trial
	  	 	46	  
	 Section 8.09.
	 	 Compliance with Regulation AB
	  	 	46	  
	 Section 8.10.
	 	 Asset Representations Review
	  	 	46	  
	 Section 8.11.
	 	 Dispute Resolution
	  	 	47	  
	 Section 8.12.
	 	 Preservation of Information; Communications to Noteholders
	  	 	50	  


  
 -ii- 









			
	 EXHIBIT A
	  	 Form of Series 20[●]-[●] Note

	 EXHIBIT B
	  	 Form of Monthly Servicer’s Statement

	 EXHIBIT C
	  	 Form of Authorized Officer Certificate

	 EXHIBIT D
	  	 Asset Repurchase Demand Activity Report

		
	 APPENDIX A
	  	 Regulation AB Representations, Warranties And Covenants









 SERIES 20[●]-[●] INDENTURE SUPPLEMENT, dated
as of [●], 20[●] (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. 

  
 1 








 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. [The Series 20[●]-[●] Notes shall be issued in one Class, known as the “Class A Notes,” which shall be issued in two tranches. The first shall be known as
the “Series 20[●]-[●] Floating Rate Notes, Class A-1” or the “Class A-1 Notes,” and the second shall be the known as the “Series
20[●]-[●] Fixed Rate Notes, Class A-2” or the “Class A-2 Notes.”] 

(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.] [Interest on the Class A-1 Notes will be calculated on the basis of the actual number of days in the related Interest Period and a year of [360][365] days. Interest on the Class A-2 Notes (including for the first Interest Period) will be calculated on the basis of a 360-day year consisting of twelve 30-day
months.] 
 (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. 

  
 2 








 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. 

“2008-1 Warehouse Series Indenture Supplement” means the 2008-1 Warehouse Series Second Amended and Restated Indenture Supplement, dated as of January 27, 2010, by and between the Issuer and Indenture Trustee, as amended by (i) the First Amendment to 2008-1 Warehouse Series Second Amended and Restated Indenture Supplement, dated as of January 26, 2011, (ii) the Second Amendment to 2008-1 Warehouse Series Second
Amended and Restated Indenture Supplement, dated as of January 25, 2012, (iii) the Third Amendment to Warehouse Series Second Amendment and Restated Indenture Supplement, dated as of November 20, 2012 and (iv) the Fourth
Amendment to 2008-1 Warehouse Series Second Amended and Restated Indenture Supplement, dated as of March 27, 2014. 

“2008-1 Warehouse Series 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 set forth in the 2008-1 Warehouse Series Indenture Supplement. 

“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(d)(i) on such Payment Date. 
 “Additional Interest” has the meaning set forth in Section [4.02(c)]. 


  
 3 








 “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. 
 “Asset Review” shall have the meaning assigned to such term in the
Asset Representations Review Agreement. 
 [“Asset Representation Review Agreement” means the Asset Representations Review
Agreement among the Issuer, Nissan Motor Acceptance Corporation, as Sponsor and Servicer, and [●], as Asset Representations Reviewer, dated as of [●], 20[●].] 

“Asset Representations Reviewer” means [●], or any successor Asset Representations Reviewer under the Asset
Representations Review Agreement. 
 [“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. 
 [“Class
A-1 Initial Principal Amount” means $[●].] 
 [“Class A-1 Monthly Interest” shall have the meaning set forth in Section 4.02(a).] 

[“Class A-1 Note Rate” means, with respect to any Interest Period, a per annum rate
equal to LIBOR as determined on the related Interest Determination Date plus [●]%.] 
 [ “Class
A-1 Noteholders” means the Holders of Class A-1 Notes.] 

[“Class A-1 Outstanding Principal Amount” means, with respect to any date, an amount
equal to (a) the Class A-1 Initial Principal Amount minus (b) the aggregate amount of any principal payments made to the Class A-1 Noteholders before
such date.] 
 [“Class A-2 Initial Principal Amount” means $[●].] 

  
 4 








 [“Class A-2 Monthly Interest” shall have
the meaning set forth in Section 4.02(b).] 
 [“Class A-2 Note Rate”
means a per annum rate equal [●]%.] 
 [“Class A-2 Noteholders” means the
Holders of Class A-2 Notes.] 
 [“Class A-2
Outstanding Principal Amount” means, with respect to any date, an amount equal to (a) the Class A-2 Initial Principal Amount minus (b) the aggregate amount of any principal
payments made to the Class A-2 Noteholders before such date.] 
 “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. 

“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, [190 South LaSalle Street, 7th Floor, Chicago, Illinois 60603], 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 [Weighted Average] 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. 

  
 5 








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

“Dealer Overconcentrations” means, on any Payment Date, with respect to the following Dealers or groups of affiliated
Dealers, the sum of the following: 
 (A) the amount by which the aggregate balance of Principal Receivables due from [●] 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. 

  
 6 








 “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). 

“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 event deemed to be an Early Amortization Event pursuant to Section 6.01. 
 “Early
Amortization Period” means a period beginning on the day on which an Early Amortization Event occurs and terminating on the earliest of (i) the last day of the Collection Period preceding the Payment Date on which the Series
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. 
 “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 (vi) 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 [●]. 

  
 7 








 “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 the Collection Period related to 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 the Collection Period related to such Payment Date over (b) the full amount required to be paid or deposited, without
duplication, pursuant to clause (i) of Section 4.04(d) or clause (i) of Section 4.04(e) on such Payment Date. 

“Excess Principal Sharing Group [●]” 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 [●]. 
 “FATCA” means Sections 1471 through 1474 of
the Code, as of the date hereof (or any amended or successor provisions that are substantially similar), any current or future regulations or official interpretations thereunder or official interpretations thereof and any agreements entered into
pursuant to Section 1471(b)(1) of the Code, any published intergovernmental agreement entered into in connection with the implementation the foregoing and any fiscal or regulatory legislation, rules or official practices adopted pursuant to
such published intergovernmental agreement. 
 “FATCA Withholding Tax” means any withholding or deduction required pursuant
to FATCA. 
 “Hired Rating Agency” means any nationally recognized statistical rating organization that is hired by NMAC,
as sponsor, to assign ratings on the Series 20[●]-[●] Notes and is then rating the Series 20[●]-[●] Notes. 

“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; 

(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 

  
 8 








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

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

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

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

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

“Interest Determination Date” means, with respect to any Interest Period, the day that is two London Business Days prior to
the first day of such Interest Period (or if such day is not a Business Day, the next Business Day). 
 “Interest Period”
means, with respect to any Payment Date, [(i) with respect to the Class A-1 Notes,] the period from and including the Payment Date immediately preceding such Payment Date to but excluding such Payment Date
(or, in the case of the first Payment Date, from and including the Series 20[●]-[●] Issuance Date) to but excluding such Payment Date [and (ii) with respect to the Class A-2 Notes, the
period from and including the [15]th day of the preceding calendar month to but excluding the [15]th day of the month in which such Payment
Date occurs (or, in the case of the first Payment Date, from and including the Series 20[●]-[●] Issuance Date to but excluding [●] [●], 20[●]). 

[“Interest Rate [Cap][Swap] Agreement” means the interest rate [cap][swap] agreement for a Class of Notes, dated as of
[●], 20[●], 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 (iv) 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. 

  
 9 








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

 “Monthly Interest” [has the meaning specified in Section 4.02(a)][means, with respect to any Payment Date, the sum
of the Class A-1 Monthly Interest and the Class A-2 Monthly Interest]. 

“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. 

“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][for any Interest Period, (i) with respect to the Class A-1 notes, the Class A-1 Note Rate and
(ii) with respect to the Class A-2 notes, the Class A-2 Note Rate]. 

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

“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 [●], 20[●] and the [●]th day of each calendar month thereafter, or if such [●]th
day is not a Business Day, the next succeeding Business Day. 
 “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. 

  
 10 








 “Prospectus” means the final prospectus dated [●], 20[●], relating
to the offering of the Series 20[●]-[●] Notes. 
 “Rating Agency” means, with respect to any series of
Notes, any nationally recognized statistical rating organization that is hired by NMAC, as sponsor, to assign ratings on such series of Notes and is then rating such series of Notes. 

“Reallocated Principal Collections” means, with respect to any Payment Date, the amount of Series 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, for each outstanding Series, of (x) the Required
Participation Percentage for such Series multiplied by (y) the respective Invested Amount for such Series and (ii) the sum of the Required Overcollateralization Amounts of all outstanding Series. 

“Required Participation Percentage” means, with respect to Series 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, subsequently decrease the Required Participation Percentage to [●]% or higher, so long as the Rating Agency Condition shall have been satisfied with respect to the Series 20[●]-[●] Notes and any other
outstanding and rated series or class of Notes. 
 “Required Series 20[●]-[●] Overcollateralization Amount”
means, for any Payment Date, the sum of (a) the product of (i) the Series 20[●]-[●] Overcollateralization Percentage on such date and (ii) the Series 20[●]-[●] Initial Principal Amount and (b) the
Incremental Overcollateralization Amount on such date. 

  
 11 








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

“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.] 
 “Review Notice” means the notice delivered by the Indenture Trustee in accordance
with Section 8.10 to the Asset Representations Reviewer and the Servicer. 
 “Review Report” shall have the
meaning assigned to such term in Section 3.5 of the Asset Representations Review Agreement. 
 “Review Satisfaction
Date” means, with respect to any Asset Review, the first date on which (a) the Status Percentage for any Payment Date exceeds the Status Trigger and (b) a Noteholder Direction with respect to such Asset Review has occurred. 

“Revolving Period” means the period beginning on the Series 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


  
 12 








 
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 [●],
20[●]. 
 “Series 20[●]-[●] Expected Final Payment Date” means the Payment Date occurring on [●],
20[●]. 
 “Series 20[●]-[●] Final Maturity Date” means [●], 20[●]. 

“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 $[●]
[the sum of the Class A-1 Initial Principal Amount and the Class A-2 Initial Principal Amount]. 

“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. 

  
 13 








 “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
(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. 

“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 [●], 20[●]. 

  
 14 








 “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. 

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

“Series 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][with respect to any date, the sum of the Class A-1 Outstanding Principal Amount and the Class A-2 Outstanding Principal Amount, in each case, as of 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 reductions of the Series 20[●]-[●] Overcollateralization Amount due to
Investor Charge-Offs Reallocated Principal Collections as provided in Section 4.09(b) through such date exceeds (y) the aggregate amount of reimbursements of such reallocations and reductions as
provided in Section 4.09(c) through such date. 
 “Series 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, subsequently decrease the Series 20[●]-[●] Overcollateralization Percentage to [●]% or higher so long as the Rating Agency
Condition shall have been satisfied with respect to the Series 20[●]-[●] 

  
 15 








 
Notes and any other outstanding and rated series or class of Notes, 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 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. 

“Status Percentage” means, with respect to each Payment Date and the related Collection Period, an amount equal to the ratio
(expressed as a percentage) of (i) the aggregate principal balance of Status Receivables in the Managed Portfolio as of the last day of that Collection Period to (ii) the aggregate principal balance of all Receivables in the Managed
Portfolio as of the last day of that Collection Period. 
 “Status Receivables” means, as of any date of determination, all
Receivables owing under Accounts related to Dealers that the Servicer has classified as “Status” in accordance with the Floorplan Financing Guidelines, as reflected on the Servicer’s records as of such date of determination. 

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

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

  
 16 








 [“Swap Counterparty” means [●], as the Swap Counterparty under the
Interest Rate Swap Agreement.] 
 “Tax Information” means information and/or properly completed and signed tax
certifications sufficient to eliminate the imposition of or to determine the amount of any withholding of tax, including FATCA Withholding Tax. 

“Tax Retained Notes” if any, means any Retained Notes retained by the Issuer for federal income tax purposes or an entity
which for U.S. federal income tax purposes is considered the same Person as the Issuer, until such time as such Notes are the subject of an opinion pursuant to Section 2.03(b) of this Indenture Supplement. 

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

 “Underwriters” is defined in the Underwriting Agreement. 

“Underwriting Agreement” means that certain underwriting agreement, dated [●], 20[●], among NMAC, the Transferor
and the representative of the several Underwriters party thereto. 
 “Verification Documents” means, with respect to any
Series 20[●]-[●] Note Owner, a certification from such Note Owner certifying that such Person is in fact, a Series 20[●]-[●] Note Owner, as well as an additional piece of documentation reasonably satisfactory to the
recipient, such as a trade confirmation, account statement, letter from a broker or dealer or other similar document. 
 [“Weighted
Average Note Interest Rate” means, with respect to any Interest Period, the weighted average of the Class A-1 Note Rate and the Class A-2 Note Rate (weighted on
the basis of the outstanding principal balance of the Class A-1 Notes and the Class A-2 Notes as of the close of business on the preceding Payment Date after giving
effect to all payments made on such Payment Date).] 
 Section 2.02. Other Definitional Provisions. 

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

(b) All terms defined in this Indenture Supplement have the same defined meanings when used in any certificate or other document made or
delivered pursuant hereto unless otherwise defined therein. 
 (c) As used in this Indenture Supplement and in any certificate or other
document made or delivered pursuant hereto or thereto, accounting terms not defined in this Indenture Supplement or in any such certificate or other document, and accounting terms partly 

  
 17 








 
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 that is subject to a law that is similar to Section 406 of ERISA or
Section 4975 of the Code; 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 or Section 4975 of the Code or result in a violation of any other law that is similar to Section 406 of ERISA or Section 4975 of the Code. 

(b) The Tax Retained Notes, if any, will not be transferred (other than to a Person specified in the definition of Tax Retained Notes) unless
a written opinion of counsel, is delivered to the Indenture Trustee to the effect that, for federal income tax purposes, such Notes after such transfer will be treated as debt and, if there are other Notes of the same Class as such transferred
Notes which are not Tax Retained Notes prior to such transfer, for such purposes such Notes will be fungible with such other Notes of the same Class; provided, however that fungibility need not take into account whether Notes are, or are not,
Definitive Notes. 

  
 18 








 Section 2.04. Definitive Notes. 

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

(i) (1) the Transferor or the Administrator advises the Indenture Trustee in writing that the Clearing Agency or Foreign
Clearing Agency is no longer willing or able to properly discharge its responsibilities as Clearing Agency or Foreign Clearing Agency with respect to the Book-Entry Notes for Series 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. 

  
 19 








 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 the Defaulted Amount 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 the Defaulted Amount 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 








 
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 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. 

  
 21 








 (d) Allocation to Holders of the Transferor Interest. Prior to the close of business, on
each day during a Collection Period, the Servicer shall allocate and, in the case of clauses (i) and (ii) below (except as set forth in the provisos following clause (iii) below), distribute to the holders of the Transferor Interest
in accordance with the Trust Agreement the following amounts: 
 (i) the portion of the Series 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 and 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 proviso to the preceding sentence shall be deposited by the Servicer (on the date not so distributed) into
the Excess Funding Account. Notwithstanding the foregoing, before distributing to the holders of the Transferor Interest any portion of their allocation of Series 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), with respect to the 2008-1 Warehouse Series Notes, 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 Warehouse Series
Allocation Percentage (as defined in the 2008-1 Warehouse Series Indenture Supplement) 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 

  
 22 








 
any shortfall (determined without giving effect to any Shared Excess Interest Amounts for such Payment Date available from other outstanding Series in 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 “[Class A-1] Monthly Interest”) distributable
from the Collection Account with respect to the Series 20[●]-[●] [Class A-1] 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 [Class A-1] Note Interest Rate with respect to the related Interest Period and
(iii) the Series 20[●]-[●] [Class A-1] 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[●]-[●][Class A-1] Initial Principal Amount). 

(b) [The amount of monthly interest (the “Class A-2 Monthly Interest”) distributable
from the Collection Account with respect to the Class A-2 Notes on any Payment Date will be an amount equal to the product of (i) a fraction, the numerator of which is [actual number of days][30 days]
(or, with respect to the first Payment Date following the Series 20[●]-[●] Issuance Date, the actual number of days in the related Interest Period (assuming 30-day calendar months)) and the
denominator of which is [360][365], (ii) the Class A-2 Note Rate with respect to the related Interest Period and (iii) the Class A-2 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 Class A-2 Initial Principal Amount).] 
 (c) On the Determination Date immediately preceding each Payment Date,
the Servicer will determine[, with respect to each of the Class A-1 Notes and the Class A-2 Notes,] the excess, if any (such excess, the “Interest
Deficiency”), of (x) the Monthly Interest [with respect to such notes] for such Payment Date over (y) the aggregate amount of funds allocated and available to pay [the][such] Monthly Interest [for such Notes] on such Payment Date.
If the Interest Deficiency with respect [the Class A-1 Notes or the Class A-2 Notes for] 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) [with respect to the Class A-1 Notes,] 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) [with respect to the Class A-2 Notes, one-twelfth, (ii) the applicable] the Note Interest Rate with respect to the related Interest Period and [(ii)][(iii)] 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[●]-[●]][related] 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. 

  
 23 








 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 (or, at its option, the Account related to such Receivable redesignated and all Receivables
under such Account 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) and (iv) (before taking into account 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
the related Dealer during the related Collection Period, over (y) the interest actually received by the Servicer with respect to such Receivable from such 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. 
 (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. 

  
 24 








 (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 (excluding Reallocated Principal Collections for such Payment Date) on deposit in the Collection Account with respect to such Payment Date (together with other
amounts specified in this Indenture Supplement) to make the following distributions or deposits in the following priority: 

(i) [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 from the sources 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) 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 [, pro rata between the Class A-1 Noteholders and the Class A-2 Noteholders based on amounts due,] on such Payment Date; 

(v) 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 and, in the case of the
amounts described in clause (z), will reinstate the Series 20[●]-[●] Nominal Liquidation Amount pursuant to Section 4.09(c); 

  
 25 








 (vi) an amount, if any, equal to the excess of the Specified Reserve Account
Balance over all amounts on deposit in the Reserve Account on such Payment Date (after giving effect to the withdrawal of net investment earnings thereon for deposit into the Collection Account pursuant to Section 4.12(b), will be
deposited in the Reserve Account; 
 (vii) on each Payment Date on and after the occurrence of an Event of Default and a
declaration that all Series 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; 
 (viii) if the Servicer elected to waive the
Monthly Servicing Fee for the preceding Collection Period, the Indenture Trustee will apply any remaining funds to reimburse the Servicer for such waived Monthly Servicing Fee; 

(ix) an amount equal to the Interest Shortfalls for other outstanding Series in Excess Interest Sharing Group [●] 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; 
 (x) 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; 

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

(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. 

  
 26 








 (b) If Series 20[●]-[●] Investor Available Interest Amounts for the Collection Period
related to any Payment Date (excluding Reallocated Principal Collections for such Payment Date) are insufficient to make all distributions and deposits required under clauses (i) through (vi) of Section 4.04(a), available amounts from
the following sources on such Payment Date will be applied in the following order to make up the Interest Shortfall with respect to Series 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
(vi) of Section 4.04(a) and in the order of priorities as set forth in Section 4.04(a), (ii) from amounts on deposit in the Reserve Account on such Payment Date as provided in Section 4.12, provided that such amounts will be
applied only to cover shortfalls in the distributions and deposits required under clauses (iii) through (v) of Section 4.04(a) and in the order of priorities as set forth in Section 4.04(a) and (iii) from Reallocated
Principal Collections for such Payment Date as provided in Section 4.06, provided, that such amounts will be applied only to cover shortfalls in the distributions required under clause (iv) of Section 4.04(a) and only to the extent of
the Series 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 for the Collection Period related to such Payment Date, to make the
following distributions or deposits in the following priority: 
 (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 

  
 27 








 
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 for the Collection Period related to such Payment Date (together with other amounts specified in this Indenture Supplement) to make the
following distributions or deposits in the following priority: 
 (i) an amount equal to the lesser of (x) the
Controlled Deposit Amount for such Payment Date and (y) the Series 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; 
 (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 for the Collection Period related to such Payment Date, plus all amounts on deposit in the
Accumulation Account 

  
 28 








 
(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[, pro rata between the Class A-1 Noteholders and the Class A-2 Noteholders based on amounts due,] 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 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 to, by written notice to the Indenture Trustee, withdraw from the Accumulation Account all amounts then on deposit in the
Accumulation Account and (A) distribute to the Paying Agent for payment to the Series 20[●]-[●] Noteholders on such Payment Date[, pro rata between the Class A-1 Noteholders and the Class A-2 Noteholders based on amounts due,] 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 (B) the balance, if any, of the amounts so withdrawn from the Accumulation Account will (x) first, be treated as Shared Excess Principal Amounts available from Series 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. 

  
 29 








 (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: 
 (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 

  
 30 








 
other amounts specified in Section 4.04(b)(i) and (ii), are insufficient to pay the amounts due pursuant to Section 4.04(a)(iv) on the related Payment Date and cause the amount of such
insufficiency to be reallocated, subject to the limitation in the next succeeding sentence, from the Series 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 outstanding 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 aggregate amount of
Interest Shortfalls with respect to all outstanding 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 outstanding 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 outstanding 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. 

  
 31 








 (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. 
 (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. 

  
 32 








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

(b) Funds on deposit in the Accumulation Account will, at the written direction of the Servicer, be invested by the Indenture Trustee or its
nominee (including the Securities Intermediary) in Eligible Investments selected by the Servicer. All such Eligible Investments will be held by the Indenture Trustee solely for the benefit of the Series 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 

  
 33 








 
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 (other than in its capacity as primary obligor) in accordance with this Section 4.10(b) nor for the selection of Eligible Investments in accordance with the
provisions of the Indenture, this Indenture Supplement or the Transfer and Servicing Agreement. 
 (c) The Servicer or the Indenture
Trustee, acting at the written direction of the Servicer, shall (i) make withdrawals from the Accumulation Account in the amounts and for the purposes set forth in this Indenture Supplement and (ii) on each Payment Date with respect to the
Accumulation Period, make deposits into the Accumulation Account in the amounts specified in, and otherwise in accordance with, Section 4.04(d), (g) and (h). 

Section 4.11. Accumulation Period. The Accumulation Period is scheduled to begin at the close of business on [●],
20[●]; 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 [●], 20[●] 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 [●], 20[●]; (ii) the Rating Agency
Condition shall be satisfied, and (iii) prior to delaying the start of the Accumulation Period, an Authorized Officer of the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate to the effect that delaying the
start of the Accumulation Period is not expected to delay any payment of principal to the Series 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 

  
 34 








 
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,
either (i) the Servicer, in its sole discretion and for any reason, notifies the Indenture Trustee in writing that there shall be established a new Reserve Account at the institution selected by the Servicer or (ii) the Reserve Account
ceases to be a Qualified Account, the Indenture Trustee (or the Servicer on its behalf), within ten Business Days (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition with respect to the Hired Rating
Agencies shall have been satisfied), will establish a new Reserve Account meeting the conditions specified above, transfer any monies, instruments, securities, security entitlements, documents, certificates of deposit and other property to such new
Reserve Account and from the date such new Reserve Account is established, it will be the “Reserve Account.” The Indenture Trustee shall assist the Servicer with establishment of a new Reserve Account described in the preceding sentence.
Pursuant to the authority granted to the Servicer in Section 3.01(a) of the Transfer and Servicing Agreement, the Servicer has the power, revocable by the Indenture Trustee, to make withdrawals and payments from the Reserve Account and to
instruct the Indenture Trustee to make withdrawals and payments from the Reserve Account for the purposes of carrying out the Servicer’s or the Indenture Trustee’s duties under the Transfer and Servicing Agreement, the Indenture and this
Indenture Supplement, as applicable. 
 (b) Funds on deposit in the Reserve Account will, at the written direction of the Servicer, be
invested by the Indenture Trustee or its nominee (including the Securities Intermediary) in Eligible Investments selected by the Servicer. All such Eligible Investments will be held by the Indenture Trustee solely for the benefit of the Series
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 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 (other than in its
capacity as primary obligor) in accordance with this Section 4.12(b) nor for the selection of Eligible Investments in accordance with the provisions of the Indenture, this Indenture Supplement or the Transfer and Servicing Agreement. 

  
 35 








 (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 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


  
 36 








 
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. 

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[●]-[●]][Class A-1 Noteholder and Class A-2] Noteholder of record on the related Record Date (other than as provided in Section 11.02 of the Indenture) such [Series
20[●]-[●]][Class A-1 Noteholder’s and Class A-2] Noteholder’s pro rata share (based on amount due) of the


  
 37 








 
amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest on the [Series 20[●]-[●] Notes][Class
A-1 Notes or the Class A-2 Notes, as applicable] pursuant to this Indenture Supplement. 

(b) On each Payment Date, the Paying Agent will distribute to each [Series 20[●]-[●]][Class
A-1 Noteholder and Class A-2] Noteholder of record on the related Record Date (other than as provided in Section 11.02 of the Indenture) such [Series 20[●]-[●]][Class A-1 Noteholders and Class A-2] Noteholder’s pro rata share (based on amounts due) of the amounts held
by the Paying Agent that are allocated and available on such Payment Date to pay principal on the [Series 20[●]-[●] Notes][Class A-1 Notes or the Class A-2
Notes, as applicable] 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 Hired Rating Agency (i) a statement substantially in the form of Exhibit B prepared by the Servicer and (ii) a certificate of an Authorized Officer substantially in the form of Exhibit C;
provided that the Servicer may amend the form of Exhibit B and Exhibit C form time to time. 
 (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 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. 

  
 38 








 (d) Solely with respect to the Series 20[●]-[●] Notes, Section 3.06 of the
Transfer and Servicing Agreement shall be revised to read “[Reserved]”. 
 Section 5.04. Tax Treatment. 

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

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

The Indenture Trustee shall provide the Issuer and the Servicer (each, a “Nissan Party,” and collectively, the “Nissan
Parties”) with (i) notification pursuant to Sections 2.03(b), 2.04(b) and 3.03(b) of the Transfer and Servicing Agreement and Sections 2.02(b) and 2.03(b) of the Receivables Purchase Agreement, as soon as practicable and in any
event within ten Business Days, (ii) not later than the tenth day of each calendar month (or, if such day is not a Business Day, the immediately following Business Day), beginning [●], 20[●], a report substantially in the form
of Exhibit D with respect to any demands described in clause (i) during the immediately preceding calendar month (or, in the case of the initial notice, since the Closing Date) and (iii) promptly upon the
request by a Nissan Party, any information in its possession reasonably requested by a Nissan Party to facilitate compliance by the Nissan Parties with Rule 15Ga-1 under the Exchange Act and Items 1104(e) and
1121(c) of Regulation AB. In no event shall the Indenture Trustee be deemed to be a “securitizer” as defined in Section 15G(a) of the Exchange Act, nor shall it have any responsibility for making any filing required to be made by a
securitizer under the Exchange Act or Regulation AB. 
 Section 5.06. Tax Forms. 

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

SERIES 20[●]-[●] EARLY AMORTIZATION EVENTS 

Section 6.01. Series 20[●]-[●] Early Amortization Events. 

If any one of the Early Amortization Events specified in the definition thereof in the Annex of Definitions or any one of the following events
occurs with respect to the Series 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,


  
 39 








 
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; 

(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 Reallocated Principal Collections to pay interest on the Series 20[●]-[●] Notes in 

  
 40 








 
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;

 (vi) any Servicer Default that adversely affects in any material respect the interests of any noteholder, or NMAC no
longer acts as Servicer under the Transfer and Servicing Agreement; 
 (vii) on any Determination Date, the average of the
Monthly Payment Rates for the three consecutive Collection Periods preceding such Determination Date is less than [●]% 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 subject to the requirement that it register as an
investment company within the meaning of the Investment Company Act of 1940; or 
 (xi) the occurrence of an Event of Default
with respect to Series 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 

  
 41 








 
Early Amortization Event has occurred as of the date of that notice. In the case of any Early Amortization Event described in the definition thereof in the Annex of Definitions or any event
described in clause (iii), (iv), (v) or clauses (vii) through (xi) 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 (x) above) has occurred and the Accumulation Period has not commenced, 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 the Rating Agency Condition with respect to the Hired Rating Agencies is satisfied, the
related Early Amortization Event shall terminate and the Revolving Period shall recommence. Notwithstanding anything to the contrary herein, if an Early Amortization Event specified in clause (iii) or (x) above has occurred, the Revolving
Period shall not recommence under any circumstances. 
 ARTICLE VII 

REDEMPTION OF SERIES 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 reasonable 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 

  
 42 








 
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[, pro rata between the Class A-1 Noteholders and the Class A-2 Noteholders based on amounts due] 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 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[, pro rata between the Class
A-1 Noteholders and the Class A-2 Noteholders based on amounts due]. 

(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;
provided that any Retained Notes shall be issued as Definitive Notes and the holder of such Retained Notes shall be a Note Owner and a Noteholder for all purposes of the Indenture. 

  
 43 








 Section 8.03. Notices. 

All notices, requests, reports, consents or other communications required to be delivered to the Rating Agencies hereunder or under the
Indenture shall be delivered to each Rating Agency then rating the Notes; provided, however, that all notices, requests, reports, consents or other communications required to be delivered to the Rating Agencies hereunder or under the Indenture shall
be deemed to be delivered if a copy of such notice, request, report, consent or other communication has been posted on any website maintained by or on behalf of NMAC pursuant to a commitment to any Rating Agency relating to the Notes in accordance
with 17 C.F.R. 240 17g-5(a)(3). 
 Section 8.04. Amendments and Waivers. 

(a) This Indenture Supplement may be amended by the Transferor, Servicer and the Issuer with the consent of the Indenture Trustee, but without
the consent of any of the Series 20[●]-[●] Noteholders, to cure any ambiguity, correct or supplement any provision herein that may be inconsistent with any other provision herein, or for any other purpose; provided that (i)(A) the
Servicer shall have delivered an Officer’s Certificate to the Indenture Trustee and the Owner Trustee stating that such amendment will not materially and adversely affect any Series 20[●]-[●] Noteholder or (B) the Rating
Agency Condition with respect to the Hired Rating Agencies shall have been satisfied with respect to such Amendment and (ii) the Issuer shall have received a Required Federal Income Tax Opinion and have delivered a copy to the Indenture
Trustee. 
 If any proposed amendment or supplement described in this Section 8.04(a) would materially and adversely affect any of the
rights or obligations of any Certificateholder, the Owner Trustee shall obtain the consent of each Certificateholder prior to the adoption of such amendment or supplement; provided, that no Certificateholder’s consent to any such amendment or
supplement shall be unreasonably withheld or delayed, and provided, further, that each Certificateholder’s consent will be deemed to have been given if such Certificateholder does not object in writing within 10 days of receipt of a written
request for such consent. Upon receipt of the consent, or deemed consent, of each Certificateholder, the Owner Trustee shall notify the Indenture Trustee of such consent or deemed consent. 

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

(i) the holders of notes evidencing a majority of the outstanding Series 20[●]-[●] Notes; or 

(ii) in the case of any amendment that does not adversely affect the Indenture Trustee or any Series 20[●]-[●]
Noteholders, the Holders of the Certificates evidencing a majority of the outstanding Certificate balance; 

  
 44 








 for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture Supplement or of modifying in any manner the rights of those Series 20[●]-[●] Noteholders or Certificateholders; provided, however, that no amendment shall: 

(x) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Series
20[●]-[●] Notes or distributions that are required to be made for the benefit of those Series 20[●]-[●] Noteholders or Certificateholders or change the Note Interest Rate or the Specified Reserve Account Balance (except as
described above under clause (ii) of subsection (a) above) without the consent of each “adversely affected” Series 20[●]-[●] Noteholder or Certificateholder; or 

(y) reduce the aforesaid percentage of the outstanding Series or Class of Notes or Certificate Balance of the Certificates
which is required to consent to any amendment, without the consent of the holders of all the then outstanding Series 20[●]-[●] Notes or Certificates. 

An amendment referred to above will be deemed not to adversely affect a Series 20[●]-[●] Noteholder if the Rating Agency Condition
with respect to the Hired Rating Agencies with respect to such amendment shall have been satisfied. In connection with any amendment referred to in clause (x) above, the Servicer shall deliver an Officer’s Certificate to the Indenture
Trustee and the Owner Trustee stating that those Noteholders and Certificateholders whose consents were not obtained were not adversely affected by such amendment. 

It shall not be necessary for the consent of the Certificateholders or the Noteholders pursuant to this Section 8.04 to approve the
particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. 
 (c)
Promptly after the execution of any amendment or consent to this Indenture Supplement, the Servicer shall furnish a copy of such amendment or consent to each Hired Rating Agency. 

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

(e) 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 with respect to the Hired Agencies has been satisfied, (b) the Issuer has delivered to the Indenture Trustee and the Owner Trustee a Required Federal
Income Tax Opinion and (c) the Series 20[●]-[●] Invested Amount of the Series 20[●]-[●] Notes and all amounts relating to the Series 20[●]-[●] Overcollateralization Amount shall be adjusted proportionately.


  
 45 








 (f) If, at any time when the Series 20[●]-[●] Notes are outstanding, and from time to
time the Issuer determines that an amendment to the Indenture is desirable to conform to the Prospectus, then the Issuer and the Indenture Trustee may enter into such amendment without obtaining the consent of the Series 20[●]-[●]
Noteholders; provided, that (i) the Issuer has delivered notice of such amendment to the Rating Agencies on the date such amendment becomes effective and (ii) the Rating Agency Condition has been satisfied. 

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. 

Section 8.10. Asset Representations Review. If the Status Percentage on any Payment Date exceeds the Status Trigger, then Series
20[●]-[●] Noteholders (if the Series 20[●]-[●] Notes are represented by Definitive Notes) or Series 20[●]-[●] Note Owners (if the Series 20[●]-[●] Notes are represented by Book-Entry Notes) holding at
least 5% of the principal balance of the Series 20[●]-[●] Notes as of the filing of the Form 10-D disclosing that the Status Percentage exceeds the Status Trigger (the “Instituting Noteholders”) may elect to initiate a
vote to determine whether the Asset Representations Reviewer should conduct an Asset Review by giving written notice to the Indenture Trustee of their desire to institute such a vote within 90 days after the filing of the Form 10-D disclosing that the Status Percentage exceeds the Status Trigger. If any Instituting Noteholder is not a Series 20[●]-[●] Noteholder as reflected on the Note Register, the Indenture
Trustee may require such Instituting Noteholder to provide Verification Documents to confirm that the Instituting Noteholder is, in fact, a Series 20[●]-[●] Note Owner. If the Instituting Noteholders initiate a vote as described
above, the Indenture Trustee shall submit the matter to a vote of all Series 20[●]-[●] Noteholders, which shall be 

  
 46 








  
through the Clearing Agency if the Series 20[●]-[●] Notes are represented by Book-Entry Notes. The Record Date for purposes of determining the identity of Series
20[●]-[●] Noteholders or Series 20[●]-[●] Note Owners, as applicable, entitled to vote shall be the date of filing of the Form 10-D disclosing that the Status Percentage exceeds the Status Trigger. The vote will remain
open until the 150th day after the filing of the Form 10-D disclosing that the Status Percentage exceeds the Status Trigger. The “Noteholder Direction” shall be deemed to
have occurred if Series 20[●]-[●] Noteholders representing at least a majority of the voting Series 20[●]-[●] Noteholders vote in favor of directing an Asset Review by the Asset Representations Reviewer. Following the
completion of the voting process, the next Form 10-D filed by the Transferor will disclose whether or not a Noteholder Direction has occurred. Each of NMAC, the Transferor and the Issuing Entity hereby acknowledges and agrees that it shall
reasonably cooperate with the Indenture Trustee to facilitate any vote by the Instituting Noteholders pursuant to terms of this Section 8.10. 

Within [5 Business Days] of the Review Satisfaction Date, the Indenture Trustee will send a Review Notice to NMAC, the Transferor, the
Servicer and the Asset Representations Reviewer. 
 For the avoidance of doubt, the Indenture Trustee shall not be required to
(i) determine whether, or give notice to Series 20[●]-[●] Noteholders that, a Status Trigger has occurred or (ii) determine which assets are subject to an Asset Review by the Asset Representations Reviewer. 

Notwithstanding the preceding clauses of this Section 8.10, a Series 20[●]-[●] Noteholder (if the Series
20[●]-[●] Notes are represented by Definitive Notes) or Series 20[●]-[●] Note Owner (if the Series 20[●]-[●] Notes are represented by Book-Entry Notes) need not direct an Asset Review be performed prior to
(i) notifying (or directing the Indenture Trustee to notify) NMAC of a breach of the Transferor’s representations and warranties in Section 2.04(a) of the Transfer and Servicing Agreement that would require the Transferor or NMAC to
accept reassignment, or purchase, of any Account or the related Receivables, or (ii) referring the matter, at its discretion, to either mediation or arbitration pursuant to Section 8.11 of this Indenture Supplement. 

Section 8.11. Dispute Resolution. 

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

(b) The Requesting Party will provide notice in accordance with the provisions of Section 12.04 of the Indenture of its intention to
refer the matter to mediation or 

  
 47 








 
arbitration, as applicable, to the Servicer, with a copy to the Issuing Entity, the Owner Trustee and the Indenture Trustee. The Servicer agrees that it will participate in the resolution method
selected by the Requesting Party. The Servicer shall provide notice to the Transferor, Issuing Entity, the Owner Trustee, and the Indenture Trustee that the Servicer has received a request to mediate or arbitrate a repurchase request. Upon receipt
of such notice, the Transferor, the Issuing Entity, the Owner Trustee and the Indenture Trustee (acting at the direction of Series 20[●]-[●] Noteholders or Series 20[●]-[●] Note Owners) shall advise the Requesting Party and
the Servicer of an intent to join in the mediation or arbitration, which shall result in their being joined as a Requesting Party in the proceeding. A Requesting Party may not initiate a mediation or arbitration pursuant to this Section 8.11
with respect to an Account that is, or has been, the subject of an ongoing or previous mediation or arbitration (whether by that Requesting Party or another Requesting Party) but will have the right to join an existing mediation or arbitration with
respect to that Account if the mediation or arbitration has not yet concluded, subject to a determination by the parties to the existing mediation or arbitration that such joinder would not prejudice the rights of the participants to such existing
mediation or arbitration or unduly delay such proceeding. 
 (c) If the Requesting Party selects mediation as the resolution method, the
following provisions will apply: 
 (i) The mediation will be administered by [a nationally recognized arbitration and
mediation association] [one of [identify acceptable options]] selected by [the Requesting Party] pursuant to such association’s mediation procedures in effect at such time. 

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

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

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

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

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

  
 48 








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

(iv) By selecting arbitration, the Requesting Party is waiving the right to sue in court, including the right to a trial by
jury. 
 (v) No person may bring a putative or certified class action to arbitration. 

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

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

(i) Any mediation or arbitration will be held in [New York, New York] or such other location mutually agreed to by the
Requesting Party and the Requested Parties; 
 (ii) Notwithstanding this dispute resolution provision, the parties will have
the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; 

(iii) The details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled
repurchase request, mediations or arbitration proceedings conducted under this Section 8.11, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to resolve an
unfulfilled repurchase 

  
 49 








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

Section 8.12. Preservation of Information; Communications to Noteholders. 

(a) A Series 20[●]-[●] Noteholder (if the Series 20[●]-[●] Notes are represented by Definitive Notes) or a Series
20[●]-[●] Note Owner (if the Series 20[●]-[●] Notes are represented by Book-Entry Notes) may send a request to the Transferor at any time notifying the Transferor that such Series 20[●]-[●] Noteholder or Series
20[●]-[●] Note Owner, as applicable, would like to communicate with other Series 20[●]-[●] Noteholders or Series 20[●]-[●] Note Owners, as applicable, with respect to an exercise of their rights under the terms of
the Transaction Documents. If the requesting party is not a Series 20[●]-[●] Noteholder as reflected on the Note Register, the Transferor may require that the requesting party provide Verification Documents. Each request must include
(i) the name of the requesting Series 20[●]-[●] Noteholder or Series 20[●]-[●] Note Owner, and (ii) a description of the method by which other Series 20[●]-[●] Noteholders or Series 20[●]-[●]
Note Owners, as applicable, may contact the requesting Series 20[●]-[●] Noteholder or Series 20[●]-[●] Note Owner. A Series 20[●]-[●] Noteholder or Series 20[●]-[●] Note Owner, as applicable, that
delivers a request under this Section 8.12 will be deemed to have certified to the Issuer and the Servicer that its request to communicate with other Series 20[●]-[●] Noteholders or Series 20[●]-[●] Note Owners,
as applicable, relates solely to a possible exercise of rights under this Indenture or the other 

  
 50 








 
Transaction Documents, and will not be used for other purposes. In each monthly distribution report on Form 10-D under the Exchange Act with respect to the Issuer, the Transferor shall include
disclosure regarding any request that complies with the requirements of this Section 8.12 received during the related Collection Period from a Series 20[●]-[●] Noteholder or Series
20[●]-[●] Note Owner to communicate with other Series 20[●]-[●] Noteholders or Series 20[●]-[●] Note Owners, as applicable, related to the Series 20[●]-[●]
Noteholders or Series 20[●]-[●] Note Owners exercising their rights under the terms of the Transaction Documents. The disclosure in such Form 10-D regarding the request to communicate shall include (w) the name of the investor
making the request, (x) the date the request was received, (y) a statement to the effect that the Issuer has received a request from such Series 20[●]-[●] Noteholder or Series 20[●]-[●] Note Owner, as applicable,
stating that such Series 20[●]-[●] Noteholder or Series 20[●]-[●] Note Owner, as applicable, is interested in communicating with other Series 20[●]-[●] Noteholders or Series 20[●]-[●] Note Owners, as
applicable, with regard to the possible exercise of rights under the Transaction Documents, and (z) a description of the method other Series 20[●]-[●] Noteholders or Series 20[●]-[●] Note Owners, as applicable, may use
to contact the requesting Series 20[●]-[●] Noteholder or Series 20[●]-[●] Note Owner. 
 [Signature Page to Follow]


  
 51 








 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 [●], 20[●]
	
	NISSAN MOTOR ACCEPTANCE CORPORATION, as Servicer
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	 SOLELY WITH RESPECT TO SECTION 5.03(d): WILMINGTON TRUST COMPANY,

not in its individual capacity but solely as Owner Trustee

		
	By:	 	  

	Name:	 	
	Title:	 	


  
 S-1 








 EXHIBIT A 

FORM OF 
 SERIES
20[●]-[●] [CLASS A-1][CLASS A-2] NOTE 
 UNLESS THIS SERIES
20[●]-[●] [CLASS A-1][CLASS A-2] 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[●]-[●] [CLASS A-1][CLASS A-2] 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[●]-[●] [CLASS A-1][CLASS
A-2] NOTE MAY BE REDUCED FROM TIME TO TIME BY DISTRIBUTIONS ON THIS SERIES 20[●]-[●] [CLASS A-1][CLASS A-2] 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[●]-[●] [CLASS A-1][CLASS A-2] NOTE MAY ASCERTAIN THE CURRENT OUTSTANDING PRINCIPAL AMOUNT OF THIS SERIES 20[●]-[●] [CLASS A-1][CLASS A-2] 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[●]-[●] [CLASS A-1][CLASS A-2] 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, 

  
 Exhibit A-1 








 
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 THAT IS SUBJECT TO A LAW THAT IS SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE; OR (II) THE ACQUISITION, HOLDING AND DISPOSITION OF THE SERIES 20[●]-[●] [CLASS
A-1][CLASS A-2] NOTE (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF
ERISA OR SECTION 4975 OF THE CODE OR RESULT IN A VIOLATION OF ANY OTHER LAW THAT IS SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE. 

  
 Exhibit A-2 









			
	Registered	  	$[●]
	  
 No. R-[●]
	  	

 NISSAN MASTER OWNER TRUST RECEIVABLES, 

SERIES 20[●]-[●] [CLASS A-1] [CLASS A-2] 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[●]-[●] [Class A-1][Class A-2] Note at the Note Interest Rate on each Payment Date until the principal amount of this Series 20[●]-[●] [Class A-1][Class
A-2] Note is paid in full. Interest on this Series 20[●]-[●] [Class A-1][Class A-2] 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.1 [from and including the [●] day of the preceding calendar month to but excluding the [●] day of the month in which such Payment Date occurs or, for the initial Payment
Date, from and including the Series 20[●]-[●] Issuant Date to but excluding the [●] day of the month in which such Payment Date occurs.]2 Interest will be computed as provided in
the Indenture Supplement. Principal of this Series 20[●]-[●] [Class A-1][Class A-2] Note will be paid in the manner specified on the reverse hereof. 

The principal of and interest on this Series 20[●]-[●] [Class A-1][Class A-2] 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[●]-[●] [Class A-1][Class A-2] 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[●]-[●] [Class A-1][Class A-2] Note. 
 Unless the certificate of authentication hereon has been executed by or on behalf of the
Indenture Trustee, by manual signature, this Series 20[●]-[●] [Class A-1][Class A-2] 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. 
  

 

	1 	[For the Class A-1 Notes] 


	2 	[For the Class A-2 Notes] 


  
 Exhibit A-3 








 IN WITNESS WHEREOF, the Issuer has caused this Series 20[●]-[●] [Class A-1][Class A-2] 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:	 	



  
 Exhibit A-4 








 NISSAN MASTER OWNER TRUST RECEIVABLES, 

SERIES 20[●]-[●] [CLASS A-1][CLASS A-2] NOTE 

Summary of Terms and Conditions 

This Series 20[●]-[●] [Class A-1][Class A-2] Note
is one of a duly authorized issue of Notes of the Issuer, designated as the Nissan Master Owner Trust Receivables, Series 20[●]-[●] [Class A-1][Class A-2]
Note (the “Series 20[●]-[●] [Class A-1][Class A-2] 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 [●], 20[●], (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[●]-[●]
[Class A-1][Class A-2] 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[●]-[●] [Class A-1][Class A-2] Note, the Annex of Definitions or the Indenture Supplement, as applicable, controls. 

The Series 20[●]-[●] [Class A-1][Class A-2]
Noteholder, by its acceptance of this Series 20[●]-[●] [Class A-1][Class A-2] Note, agrees that it will look solely to the property of the Issuer allocated
to the payment of this Series 20[●]-[●] [Class A-1][Class A-2] Note for payment hereunder and that the Indenture Trustee is not liable to the Series
20[●]-[●] [Class A-1][Class A-2] Noteholders for any amount payable under this Series 20[●]-[●] [Class
A-1][Class A-2] Note or the Indenture or, except as expressly provided in the Indenture, subject to any liability under the Indenture. 

This Series 20[●]-[●] [Class A-1][Class A-2] 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[●]-[●] [Class A-1][Class A-2] Initial Principal Amount is $[●]. The Series 20[●]-[●] [Class A-1][Class A-2] Outstanding Principal Amount on
any date of determination will be an amount equal to (a) the Series 20[●]-[●] [Class A-1][Class A-2] Initial Principal Amount, minus (b) the
aggregate amount of principal payments made to the Series 20[●]-[●] [Class A-1][Class A-2] Noteholders on or before such date. Payments of principal of the
Series 20[●]-[●] [Class A-1][Class A-2] 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 [●]. 

  
 Exhibit A-5 








 On each Payment Date, the Paying Agent will distribute to each Series 20[●]-[●]
[Class A-1][Class A-2] Noteholder of record on the related Record Date (except for the final distribution in respect of this Series 20[●]-[●] [Class A-1][Class A-2] Note) such Series 20[●]-[●] [Class A-1][Class A-2]
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[●]-[●] [Class
A-1][Class A-2] Notes pursuant to the Indenture Supplement. Except as provided in the Indenture with respect to a final distribution, distributions to the Series
20[●]-[●] [Class A-1][Class A-2] Noteholders shall be made (i) on the due date thereof, to an account designated by the holder of this Series
20[●]-[●] [Class A-1][Class A-2] Note, in United States dollars and in immediately available funds and (ii) without presentation or surrender of
any Series 20[●]-[●] [Class A-1][Class A-2] Note or the making of any notation thereon. Final payment of this Series 20[●]-[●] [Class A-1][Class A-2] Note will be made only upon presentation and surrender of this Series 20[●]-[●] [Class A-1][Class A-2] Note at the office or agency specified in the notice of final distribution delivered by the Indenture Trustee to the Series 20[●]-[●] [Class A-1][Class A-2] 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[●]-[●] [Class A-1][Class A-2] 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[●]-[●] [Class A-1][Class A-2] 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[●]-[●] [CLASS A-1][CLASS A-2] NOTE
IS TO BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICTS OF LAWS PRINCIPLES. 

  
 Exhibit A-6 








 ASSIGNMENT 

Social Security or other identifying number of
assignee                                       
  
 FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (name and address of assignee) the within Series
20[●]–[●] [Class A-1][Class A-2] Note and all rights thereunder, and hereby irrevocably constitutes and appoints
                                         
                   , attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. 

Dated:                      

 Signature Guaranteed: 

  
 Exhibit A-7 








 EXHIBIT B 

FORM OF MONTHLY SERVICER’S STATEMENT 

[On file with the Servicer] 

  
 Exhibit B-1 








 EXHIBIT C 

FORM OF AUTHORIZED OFFICER CERTIFICATE 

[Name of Servicer] 
 NISSAN MASTER
OWNER TRUST RECEIVABLES, 
 SERIES 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 [●], 20[●] (as in effect on the date hereof, the
“Indenture Supplement”) to the Amended and Restated Indenture, dated as of October 15, 2003 (as in effect on the date hereof, the “Base Indenture”; and together with the Indenture Supplement, the
“Indenture”), each between the Issuer and [U.S. Bank National Association], as indenture trustee (the “Indenture Trustee”), the Servicer is required to prepare a Payment Date Statement. The undersigned, a duly
Authorized Officer of the Servicer, does hereby certify in this Certificate (this “Certificate”): 
 (i)
Capitalized terms used in this Certificate have their respective meanings set forth in the Annex of Definitions attached to the Transfer and Servicing Agreement or the Indenture Supplement, as applicable. 

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

(iii) The undersigned is the Servicer under the Indenture and the Transfer and Servicing Agreement. The undersigned is an
Authorized Officer of the Servicer. 
 (iv) The date of this Certificate is on, or prior to, the Determination Date related
to the Payment Date occurring on                     . 

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

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

  
 Exhibit C-1 








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

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

			
	[                                    
                                         
       ],
	as Servicer
		
	By:	 	  

	Name:	 	
	Title:	 	



  
 Exhibit C-2 








 EXHIBIT D 

ASSET REPURCHASE DEMAND ACTIVITY REPORT 

Reporting Period:
                             

 ̈ Check here if nothing to report. 
  

									
	 Transaction
	 	Loan No.	 	Activity During Period
	 	 	Date of Reputed Demand	 	Party Making Reputed Demand	 	Date of Withdrawal of Reputed Demand
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	


  
 Exhibit D-1 








 APPENDIX A 

REGULATION AB REPRESENTATIONS, WARRANTIES AND COVENANTS 

PART I 
 DEFINED TERMS

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

“Regulation AB”: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such regulation 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 of compliance and attestation, as may be required under the then-current interpretations of Regulation AB. 

  
 Appendix A-1 








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

  
 Appendix A-2