SF-3

As filed with the Securities and Exchange Commission on May 16, 2024

Registration No. 333-   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SF-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NISSAN AUTO RECEIVABLES COMPANY II LLC

as depositor to the issuing entities described herein

(Exact name of registrant as specified in its charter)

Delaware	95-4831541
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Commission File Number of depositor: 333-   

Central Index Key Number of depositor: 0001129068

Central Index Key Number of sponsor: 0001540639

Nissan Motor Acceptance Company LLC

(Exact name of sponsor as specified in its charter)

One Nissan Way

Franklin, TN 37067

(615) 725-1664

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Sean Caley, Esq.

One Nissan Way

Franklin, TN 37067

(615) 725-1664

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies To:

Angela M. Ulum, Esq.
Mayer Brown LLP
71 S. Wacker Drive
Chicago, IL 60606
(312) 782-0600 Lindsay M. O’Neil, Esq.
Mayer Brown LLP
71 S. Wacker Drive
Chicago, IL 60606
(312) 782-0600

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective, as determined by market conditions.

If any of the securities being registered on this Form SF-3 are to be offered pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒

If this Form SF-3 is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form SF-3 is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

The information in this prospectus is not complete and may be amended. We may not deliver these securities until we deliver a final prospectus. This prospectus is not an offer to sell nor is it seeking an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED [  ] [ ], 20[ ]

Prospectus

$[•]

Nissan Auto Receivables 20[•]-[•] Owner Trust

Issuing Entity

Central Index Key Number: [•]

Nissan Auto Receivables Company II LLC Depositor Central Index Key Number: 0001129068 Nissan Motor Acceptance Company LLC Servicer/Originator/Sponsor Central Index Key Number: 0001540639

You should review carefully the factors set forth under “Risk Factors” beginning on page 16 of this prospectus.

The main sources for payments of the notes are collections on a pool of motor vehicle retail installment contracts and monies on deposit in a reserve account. The notes are asset-backed securities and represent obligations of the issuing entity only and do not represent obligations of or interests in Nissan Motor Acceptance Company LLC, Nissan Auto Receivables Company II LLC, Nissan North America, Inc. or any of their respective affiliates. Neither the notes nor the motor vehicle retail installment contracts   are insured or guaranteed by any government agency.

The issuing entity will issue the asset-backed notes described in the table below.

		Initial Principal Amount		Interest Rate(1)		Final Scheduled Distribution Date
Class A-1 notes		$	[•]		%		[•] [•], 20[•]
Class A-2[a] notes	}	$	[•]		%		[•] [•], 20[•]
[Class A-2b notes]					[[Benchmark Rate](2) + %]		[•] [•], 20[•]
Class A-3 notes		$	[•]		%		[•] [•], 20[•]
[Class A-4 notes]		$	[•]		%		[•] [•], 20[•]
[Class B notes]		$	[•]		%		[•] [•], 20[•]
Total		$	[•]
		Price to Public		Underwriting Discount		Proceeds to the Depositor(1)
Per Class A-1 note			%		%		%
Per Class A-2[a] note			%		%		%
[Per Class A-2b note]			%		%		%
Per Class A-3 note			%		%		%
[Per Class A-4 note]			%		%		%
[Per Class B note]			%		%		%
Total		$		$		$

⁽¹⁾ The interest rate for each class of notes will be a fixed rate [or a combination of a fixed rate and a floating rate if that class has both a fixed rate tranche and a floating rate tranche].

[⁽²⁾ If issued, the Class A-2b notes will accrue interest at a floating rate based on a benchmark rate plus a spread. The initial benchmark rate will be the SOFR Rate, which will be determined by the calculation agent using the method described in “The Notes—Calculation of Floating Rate Interest” in this prospectus. If the sum of the benchmark rate plus the spread is less than 0.00% for any interest period, then the interest rate for the Class A-2b notes, if any, for such interest period will be deemed to be 0.00%.] [NOTE: For illustrative purposes, the prospectus contemplates that the Class A-2b notes will accrue interest at a floating rate based on 30-day average secured overnight financing rate (“SOFR ”). In a particular transaction, there may be no floating rate notes issued or different classes of notes may accrue interest at a floating rate and that floating rate of interest initially will be based on a SOFR-based rate such as SOFR, 30-day average SOFR or daily compounded SOFR.]

• The issuing entity will pay interest on and principal of the notes on the [15th] day of each month, or, if the [15th] is not a business day, the next business day, starting on [•] [•], 20[•].

• The notes will accrue interest from and including the closing date.

• Credit enhancement for the notes will consist of a reserve account with an initial deposit in an amount equal to at least [•]% of the [adjusted] pool balance as of the cut-off date and subject to adjustment as described in this prospectus[, a yield supplement overcollateralization amount as described in this prospectus][,] [and] overcollateralization in an amount equal to at least [•]% of the [adjusted] pool balance as of the cut-off date as described in this prospectus [and [an] interest rate [cap] [swap] agreement(s) with [•], as [cap provider][swap counterparty], to mitigate the risk associated with an increase in the floating interest rate of each class of the floating rate notes, if any]. [A portion of the receivables may be acquired by the issuing entity subsequent to the closing date during the funding period described in this prospectus using amounts deposited in a pre-funding account on the closing date].

• [The issuing entity will not pay principal during the revolving period, which is scheduled to terminate after the distribution date occurring on [•]. However, if the revolving period terminates early as a result of an early amortization event, principal payments may commence prior to that date.]

• The issuing entity will also issue certificates that represent fractional undivided interests in the issuing entity, will not bear interest, and are not being offered hereby.

• Some or all of one or more classes of notes may initially be retained by the depositor or conveyed to affiliates of the depositor.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

[•] [•] [•]

The date of this prospectus is [•] [•], 20[•]

TABLE OF CONTENTS

IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS	v
REPORTS TO NOTEHOLDERS	vi
SUMMARY	1
[SUMMARY OF RISK FACTORS]	14
RISK FACTORS	16
THE ISSUING ENTITY	36
General	36
Capitalization and Liabilities of the Issuing Entity	37
Property of the Issuing Entity	37
THE OWNER TRUSTEE AND THE INDENTURE TRUSTEE	38
The Owner Trustee	38
The Indenture Trustee	39
THE DEPOSITOR	39
THE SPONSOR	40
General	40
Securitization	40
Credit Risk Retention	41
THE SERVICER	45
THE ORIGINATOR	45
THE ASSET REPRESENTATIONS REVIEWER	46
[THE CAP PROVIDER] [THE SWAP COUNTERPARTY]	47
THE RECEIVABLES	47
General	48
Tangible and Electronic Contracting	48
Servicing of the Receivables	49
Insurance on Financed Vehicles	49
Modifications of Receivables	50
Characteristics of the Receivables	50
Underwriting Procedures	51
Review of Pool Assets	58
Asset Level Information	58
STATIC POOL INFORMATION	59
MATURITY AND PREPAYMENT CONSIDERATIONS	60
PREPAYMENTS, DELINQUENCIES, REPOSSESSIONS AND NET CREDIT LOSSES	61
Prepayment Information	61
Delinquency, Repossession and Credit Loss Information	61
REPURCHASES AND REPLACEMENTS	63
WEIGHTED AVERAGE LIFE OF THE NOTES	63
NOTE FACTORS AND POOL FACTORS	72
USE OF PROCEEDS	72
THE NOTES	72
General	72
Book-Entry Registration	73
Definitive Notes	75
Noteholder Communication; List of Noteholders	75
Payments of Interest	76

i

TABLE OF CONTENTS

(continued)

[Calculation of Floating Rate Interest	77
[Interest Rate Swap Agreement(s)]	83
Payments of Principal	85
Bankruptcy Provision	86
Notices	86
Notes Owned by the Issuing Entity, the Depositor, the Servicer and their Affiliates	87
DISTRIBUTIONS ON THE NOTES	87
Calculation of Available Amounts	87
Priority of Payments	88
Post-Acceleration Priority of Payments	89
Payment of Notes	91
CREDIT ENHANCEMENT	91
Overcollateralization	91
Reserve Account	91
[YSOC Amount]	92
THE CERTIFICATES	93
General	93
Distributions on the Certificates	93
DESCRIPTION OF THE TRANSFER AND SERVICING AGREEMENTS	93
The Transfer and Servicing Agreements	93
Sale and Assignment of Receivables	93
[Additional Sales of Receivables]	93
Representations and Warranties; Remedies	94
Asset Representations Review	94
Requests to Repurchase and Dispute Resolution	97
Custody of Documents Evidencing the Receivables	98
Accounts	98
Servicing Procedures	98
Modifications of Receivables	99
[Acquisition of Subsequent Receivables During Funding Period]	99
[The Revolving Period]	100
Collections	101
Statements to Trustees and Issuing Entity	102
Statements to Noteholders	102
Compensation for Servicer and Administrator	104
Net Deposits	104
Optional Purchase	104
Removal or Replacement of Servicer	105
Waiver of Past Servicer Defaults	106
Servicer Resignation and Termination	106
Material Matters Regarding the Servicer	106
Appointment of Co-Trustees	107
Amendment	107
Termination	108
Evidence of Compliance	108
DESCRIPTION OF THE INDENTURE	109
Events of Default	109
Remedies Upon an Event of Default	110
Certain Covenants	112
Replacement of the Indenture Trustee	113
Duties of Indenture Trustee	113

ii

TABLE OF CONTENTS

(continued)

Compensation and Indemnity	114
Annual Compliance Statement	114
Reports and Documents by Indenture Trustee to Noteholders	114
Satisfaction and Discharge of Indenture	115
Amendment and Notices	115
DESCRIPTION OF THE TRUST AGREEMENT	116
Authority and Duties of the Owner Trustee	116
Restrictions on Actions by the Owner Trustee	117
Actions by Certificateholders and Owner Trustee with Respect to Certain Matters	117
Restrictions on Certificateholders’ Powers	117
Resignation and Removal of the Owner Trustee	118
Insolvency Event	118
Termination	118
Liabilities and Indemnification	118
Amendment	119
ADMINISTRATION AGREEMENT	120
General	120
Amendment	120
FEES AND EXPENSES	121
MATERIAL LEGAL ASPECTS OF THE RECEIVABLES	122
General	122
Security Interests	122
Repossession	124
Notice of Sale; Redemption Rights	124
Deficiency Judgments and Excess Proceeds	125
Material Bankruptcy Considerations	125
Dodd-Frank Orderly Liquidation Framework	126
Consumer Protection Laws	129
Forfeiture for Drug, RICO and Money Laundering Violations	130
Consumer Financial Protection Bureau	130
Other Limitations	131
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES	132
Tax Treatment of Issuing Entity	133
Tax Consequences to U.S. Holders of the Notes	134
Tax Consequences to Non-U.S. Holders of the Notes	136
Foreign Account Tax Compliance	137
Backup Withholding and Information Reporting	138
Tax Regulations for Related-Party Note Acquisitions	139
Possible Alternative Treatments of the Notes and the Issuing Entity	139
State and Local Tax Considerations	140
CERTAIN CONSIDERATIONS FOR ERISA AND OTHER U.S. BENEFIT PLANS	141
LEGAL PROCEEDINGS	142
CERTAIN RELATIONSHIPS	143
RATINGS OF THE NOTES	143
LEGAL OPINIONS	143
FORWARD-LOOKING STATEMENTS	143
UNDERWRITING	144
Offering Restrictions	146

iii

TABLE OF CONTENTS

(continued)

LEGAL INVESTMENT	147
[Money Market Investment	147
Certain Investment Considerations	147
INDEX OF TERMS	148
APPENDIX A STATIC POOL INFORMATION REGARDING CERTAIN PREVIOUS SECURITIZATIONS	A-1
APPENDIX B HISTORICAL POOL PERFORMANCE	B-1

iv

Important Notice About Information Presented in this Prospectus

We have started this prospectus with two introductory sections describing the issuing entity and the notes in abbreviated form, followed by a more complete description of the terms. The introductory sections are:

1. Summary—gives a brief introduction to the notes to be offered; and

2. Risk Factors—describes briefly some of the risks to investors of a purchase of the notes.

Cross-references are included in this prospectus that direct you to more detailed descriptions of a particular topic. You can also find references to key topics in the Table of Contents in this prospectus.

You can find a listing of the pages where capitalized terms used in this prospectus are defined under the caption “Index of Terms” beginning on page [•] in this prospectus.

You should rely only on the information contained in or incorporated by reference into this prospectus. We have not authorized anyone to give you different information. We make no claim with respect to the accuracy of the information in this prospectus as of any date other than the date stated on the cover page. We are not offering the notes in any jurisdiction where it is not permitted.

If you have received a copy of this prospectus in electronic format, and if the legal prospectus delivery period has not expired, you may obtain a paper copy of this prospectus from the depositor or from the underwriters upon request.

In this prospectus, the terms “we,” “us” and “our” refer to Nissan Auto Receivables Company II LLC.

Whenever we use words like “intends,” “anticipates” or “expects,” or similar words in this prospectus, we are making a forward-looking statement, or a projection of what we think will happen in the future. Forward-looking statements are inherently subject to a variety of circumstances, many of which are beyond our control and could cause actual results to differ materially from what we anticipate. Any forward-looking statements in this prospectus speak only as of the date of this prospectus. We do not assume any responsibility to update or review any forward-looking statement contained in this prospectus to reflect any change in our expectation about the subject of that forward-looking statement or to reflect any change in events, conditions or circumstances on which we have based any forward-looking statement.

v

Reports to Noteholders

After the notes are issued, unaudited monthly reports containing information concerning the issuing entity, the notes and the receivables will be prepared by Nissan Motor Acceptance Company LLC (“NMAC”), as servicer, and sent on behalf of the issuing entity to the indenture trustee, who will forward the same to Cede & Co. (“Cede”), as nominee of The Depository Trust Company (“DTC”).

The indenture trustee will also make such reports available to noteholders each month via its Internet website, which is presently located at [•]. Assistance in using this Internet website may be obtained by calling the indenture trustee’s customer service desk at [•]. The indenture trustee will notify the noteholders in writing of any changes in the address or means of access to the Internet website where the reports are accessible.

The reports do not constitute financial statements prepared in accordance with generally accepted accounting principles. NMAC, the depositor and the issuing entity do not intend to send any of their financial reports to the beneficial owners of the notes. The issuing entity will file with the Securities and Exchange Commission (the “SEC”) all required annual reports on Form 10-K, distribution reports on Form 10-D, monthly asset data files on Form ABS-EE and current reports on Form 8-K. Those reports will be filed with the SEC under the name “Nissan Auto Receivables 20[•]-[•] Owner Trust” and file number 333-[•]. The issuing entity incorporates by reference any current reports on Form 8-K filed after the date of this prospectus by or on behalf of the issuing entity before the termination of the offering of the notes. The issuing entity’s annual reports on Form 10-K, distribution reports on Form 10-D, monthly asset data files on Form ABS-EE and current reports on Form 8-K, and amendments to those reports filed with, or otherwise furnished to, the SEC will not be made available on NMAC’s website because those reports are made available to the public on the SEC’s website referred to below.

The depositor has filed with the SEC a Registration Statement on Form SF-3 that includes this prospectus and certain amendments and exhibits under the Securities Act of 1933, as amended, relating to the offering of the notes described herein. This prospectus does not contain all of the information in the Registration Statement. As a recipient of this prospectus, you may request a copy of any document we incorporate by reference excluding any exhibit to such document (unless such exhibit is specifically incorporated by reference in that document) free of charge, by writing or calling: Nissan Motor Acceptance Company LLC, One Nissan Way, Franklin, Tennessee 37067, Attention: Treasury Department, telephone 615-725-1000. The SEC maintains a website (http://www.sec.gov) that contains reports, registration statements, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

vi

NOTICE TO RESIDENTS OF THE UNITED KINGDOM

THE NOTES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY UK RETAIL INVESTOR IN THE UNITED KINGDOM (“UK”). FOR THESE PURPOSES, A UK RETAIL INVESTOR MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2 OF REGULATION (EU) NO 2017/565 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED, THE “EUWA”); OR (II) A CUSTOMER WITHIN THE MEANING OF THE PROVISIONS OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED, THE “FSMA”) AND ANY RULES OR REGULATIONS MADE UNDER THE FSMA TO IMPLEMENT DIRECTIVE (EU) 2016/97 (AS AMENDED), WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2(1) OF REGULATION (EU) NO 600/2014 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUWA; OR (III) NOT A QUALIFIED INVESTOR AS DEFINED IN ARTICLE 2 OF THE UK PROSPECTUS REGULATION (A “UK QUALIFIED INVESTOR”). CONSEQUENTLY NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014, AS AMENDED AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUWA (THE “UK PRIIPS REGULATION”) FOR OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO UK RETAIL INVESTORS IN THE UK HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO ANY UK RETAIL INVESTOR IN THE UK MAY BE UNLAWFUL UNDER THE UK PRIIPS REGULATION.

THIS PROSPECTUS IS NOT A PROSPECTUS FOR THE PURPOSES OF THE UK PROSPECTUS REGULATION. THIS PROSPECTUS HAS BEEN PREPARED ON THE BASIS THAT ANY OFFERS OF NOTES IN THE UK WILL BE MADE ONLY TO A UK QUALIFIED INVESTOR. ACCORDINGLY, ANY PERSON MAKING OR INTENDING TO MAKE AN OFFER IN THE UK OF NOTES WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED IN THIS PROSPECTUS MAY ONLY DO SO TO ONE OR MORE UK QUALIFIED INVESTORS. NONE OF THE ISSUING ENTITY, THE DEPOSITOR OR ANY OF THE UNDERWRITERS HAS AUTHORIZED, NOR DO THEY AUTHORIZE, THE MAKING OF ANY OFFER OF NOTES IN THE UK OTHER THAN TO UK QUALIFIED INVESTORS. THE EXPRESSION “UK PROSPECTUS REGULATION” MEANS REGULATION (EU) 2017/1129 (AS AMENDED) AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUWA.

THE NOTES MUST NOT BE OFFERED OR SOLD AND THIS PROSPECTUS AND ANY OTHER DOCUMENT IN CONNECTION WITH THE OFFERING AND ISSUANCE OF THE NOTES MUST NOT BE COMMUNICATED OR CAUSED TO BE COMMUNICATED IN THE UK EXCEPT TO PERSONS HAVING PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND QUALIFYING AS INVESTMENT PROFESSIONALS UNDER ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “ORDER”), OR TO PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER OR WHO OTHERWISE FALL WITHIN AN EXEMPTION SET FORTH IN SUCH ORDER SUCH THAT SECTION 21(1) OF THE FSMA DOES NOT APPLY TO THE ISSUING ENTITY OR ARE PERSONS TO WHOM THIS PROSPECTUS OR ANY OTHER SUCH DOCUMENT MAY OTHERWISE LAWFULLY BE COMMUNICATED OR CAUSED TO BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”).

NEITHER THIS PROSPECTUS NOR THE NOTES ARE OR WILL BE AVAILABLE IN THE UK TO PERSONS WHO ARE NOT RELEVANT PERSONS AND THIS PROSPECTUS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS IN THE UK WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PROSPECTUS RELATES IS AVAILABLE IN THE UK ONLY TO RELEVANT PERSONS AND WILL, IN THE UK, BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THE COMMUNICATION OF THIS PROSPECTUS TO ANY PERSON IN THE UK WHO IS NOT A RELEVANT PERSON IS UNAUTHORIZED AND MAY CONTRAVENE THE FSMA.

vii

NOTICE TO RESIDENTS OF THE EUROPEAN ECONOMIC AREA

THE NOTES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY EEA RETAIL INVESTOR IN THE EUROPEAN ECONOMIC AREA. FOR THESE PURPOSES, AN EEA RETAIL INVESTOR MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF DIRECTIVE 2014/65/EU, AS AMENDED (“MIFID II”); OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE (EU) 2016/97 (AS AMENDED), WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II; OR (III) NOT A QUALIFIED INVESTOR AS DEFINED IN THE EU PROSPECTUS REGULATION (AS DEFINED BELOW) (AN “EU QUALIFIED INVESTOR”). CONSEQUENTLY NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014, AS AMENDED (THE “PRIIPS REGULATION”) FOR OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO EEA RETAIL INVESTORS IN THE EUROPEAN ECONOMIC AREA HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO ANY EEA RETAIL INVESTOR IN THE EUROPEAN ECONOMIC AREA MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION.

THIS PROSPECTUS IS NOT A PROSPECTUS FOR THE PURPOSE OF THE EU PROSPECTUS REGULATION. THIS PROSPECTUS HAS BEEN PREPARED ON THE BASIS THAT ANY OFFER OF NOTES IN THE EUROPEAN ECONOMIC AREA WILL BE MADE ONLY TO AN EU QUALIFIED INVESTOR. ACCORDINGLY, ANY PERSON MAKING OR INTENDING TO MAKE AN OFFER IN THE EUROPEAN ECONOMIC AREA OF NOTES WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED IN THIS PROSPECTUS MAY ONLY DO SO TO ONE OR MORE EU QUALIFIED INVESTORS. NONE OF THE ISSUING ENTITY, THE DEPOSITOR OR ANY OF THE UNDERWRITERS HAS AUTHORIZED, NOR DO THEY AUTHORIZE, THE MAKING OF ANY OFFER OF NOTES IN THE EUROPEAN ECONOMIC AREA TO ANY PERSON OR LEGAL ENTITY OTHER THAN AN EU QUALIFIED INVESTOR. THE EXPRESSION “EU PROSPECTUS REGULATION” MEANS REGULATION (EU) 2017/1129 (AS AMENDED).

viii

SUMMARY OF TRANSACTION PARTIES⁽¹⁾⁽²⁾

⁽¹⁾  This chart provides only a simplified overview of the relationships between the key parties to the transaction. Please refer to this prospectus for a further description of the relationships between the key parties.

⁽²⁾  The certificates initially will be held by the depositor but may be transferred by the depositor on or after the closing date. [However, the portion of the certificates being retained by the depositor to satisfy the credit risk retention rules will not be sold or transferred except as permitted under those rules.]

ix

FLOW OF FUNDS⁽¹⁾

⁽¹⁾  This chart provides only a simplified overview of the priority of the monthly distributions. The order in which funds will flow each month as indicated above is applicable for so long as no event of default has occurred and the notes have not been accelerated. For more detailed information regarding the flow of funds, including information regarding the flow of funds upon the occurrence of an event of default and acceleration of the notes, please refer to “Distributions on the Notes—Post-Acceleration Priority of Payments” in this prospectus.

x

SUMMARY

This summary highlights selected information from this prospectus and may not contain all of the information that you need to consider in making your investment decision. This summary provides an overview of certain information to aid your understanding and is qualified in its entirety by the full description of this information appearing elsewhere in this prospectus. You should carefully read this prospectus in its entirety to understand all of the terms of the offering.

Issuing Entity	Nissan Auto Receivables 20[•]-[•] Owner Trust, or the “issuing entity.” The issuing entity was established by a trust agreement dated as of [•] [•], 20[•], as amended and restated as of the closing date, and will be the entity that issues the notes and the certificates.
Depositor	Nissan Auto Receivables Company II LLC, or the “depositor.” You may contact the depositor by mail at One Nissan Way, Room 5-124, Franklin, Tennessee 37067 or by calling (615) 725-1121.
Originator, Servicer, Sponsor and Administrator	Nissan Motor Acceptance Company LLC, or “NMAC.”
Indenture Trustee	[•], or the “indenture trustee.”
Owner Trustee	[•], or the “owner trustee.”
Asset Representations Reviewer	[•], or the “asset representations reviewer.”
[Statistical Cut-off Date]	[The statistical cut-off date that was used in preparing the statistical information presented in this prospectus for the receivables in the pool described in this prospectus is the close of business on [•] [•], 20[•], which we refer to as the “statistical cut-off date.”]
[Statistical Information]	[The statistical information in this prospectus is based on the receivables in the pool described in this prospectus as of the statistical cut-off date. The receivables transferred to the issuing entity on the closing date will be the same receivables included in the pool described in this prospectus as of the statistical cut-off date except for those receivables (i) that no longer satisfy the eligibility criteria specified in the Basic Documents or (ii) for which payment in full has been received in the ordinary course, in each case, as of the cut-off date. The receivables in the pool described in this prospectus had an aggregate initial principal balance of $[•] as of the statistical cut-off date. The receivables transferred to the issuing entity on the closing date will have an aggregate initial principal balance of not less than $[•] as of the cut-off date. The characteristics of the receivables transferred to the issuing entity on the closing date may vary somewhat from the characteristics of the receivables in the pool described in this prospectus as of the statistical cut-off date, although the sponsor and the depositor do not expect the variance to be material.]
[Cap Provider][Swap Counterparty]	[If the issuing entity enters into an interest rate [cap] [swap] agreement as described under “—Interest Rate [Cap] [Swap] Agreement,” [•] will be the [cap provider][swap counterparty]].
Cut-off Date	Close of business on [•] [•], 20[•].
Closing Date	On or about [•]  , 20[•].

1

Offered Notes

The offered notes [will] [may] consist of the Class A-1 notes, the Class A-2 notes [(which may consist of the Class A-2a notes and/or the Class A-2b notes)], [and] the Class A-3 notes, [[and] the Class A-4 notes,] [and the Class B notes,] as described on the cover page of this prospectus.

The Class A-2a notes and the Class A-2b notes are referred to in this prospectus collectively as the “Class A-2 notes.” If issued, the Class A-2b notes will be floating rate notes. All other classes of offered notes will be fixed rate notes. The allocation of the principal amount between the Class A-2a notes and the Class A-2b notes will be determined on the day of pricing of the notes offered hereunder. The principal amount of the Class A-2 notes may be allocated entirely to the Class A-2a notes, with no principal amount allocated to the Class A-2b notes, in which case no Class A-2b notes would be issued. Up to [ ]% of the principal amount of the Class A-2 notes may be allocated to the Class A-2b notes.

You should refer to “The Notes—Payments of Principal” in this prospectus for more information on the allocation of the principal amount between the Class A-2a notes and the Class A-2b notes.]

[The allocation between the Class A-3 notes and the Class A-4 notes will be determined no later than the day of pricing of the notes offered hereunder and may result in any number of possible scenarios, although the aggregate principal amounts of the Class A-3 notes and the Class A-4 notes will be equal to $[•].]

Some or all of one or more classes of notes may be retained in whole or in part by the depositor or conveyed to an affiliate of the depositor.

Certificates

The issuing entity will also issue certificates, which represent 100% of the undivided beneficial interest in the issuing entity. The issuing entity is not offering the certificates hereby. [All of] [[•]% of]] the certificates will initially be issued to the depositor but may be transferred by the depositor on or after the closing date. [However, the portion of certificates retained by the depositor to satisfy the credit risk retention rules will not be sold or transferred except as permitted under those rules. See “The Sponsor—Credit Risk Retention” in this prospectus.]

The certificates will represent fractional undivided interests in the issuing entity and will not bear interest. The issuing entity will not make any distributions to the holders of the certificates on any distribution date until all interest on and principal of the notes [and any net swap payments and swap termination payments due to the swap counterparty, if any, under the interest rate swap agreement(s)] then due and payable on that distribution date have been paid in full.

Terms of the Notes

Distribution Dates:

Interest on and principal of each class of notes will be payable on the [15th] day of each month, unless the [15th] day is not a business day, in which case such payment will be made on the following business day. The first distribution date will be [•] [•], 20[•].

Denominations:

The notes will be issued in minimum denominations of $[•] and integral multiples of $[•] in excess thereof.

Per annum interest rates:

Each class of notes will have a [fixed] [or adjustable] rate of interest (which we refer to in this prospectus as [“fixed rate notes”] [or “floating rate notes,” respectively]), as follows:

Class	Interest Rate
A-1	%
A-2[a]	%
[A-2b	[Benchmark Rate] + %]
A-3	%
[A-4]	%
[B]	%

If issued, the Class A-2b notes will accrue interest at a floating rate based on the Benchmark Rate plus a spread. The initial Benchmark Rate will be [insert available SOFR-based rate]. For a description of how interest will be calculated on the Class A-2b notes, see “The Notes—Calculation of Floating Rate Interest” in this prospectus. If the sum of the Benchmark Rate and the applicable spread set forth above and on the front cover of this prospectus is less than 0.00% for any interest period, then the interest rate for the Class A-2b notes for such interest period will be deemed to be 0.00%. See “Risk Factors—

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Risks related to the issuance of a floating rate class of notes and the uncertainty of SOFR—A decrease in SOFR, including a negative Benchmark Rate, would reduce the rate of interest on the Class A-2b notes to 0.00%” and “The Notes—Calculation of Floating Rate Interest” in this prospectus.

Interest Periods and Payments:

The issuing entity will pay interest on the notes monthly, on the [15th] day of each month (or, if that day is not a business day, on the next business day), which we refer to as the “distribution date.” The first distribution date is [•] [15], 20[•]. On each distribution date, payments on the notes will be made to holders of record as of the last business day preceding that distribution date (except in limited circumstances where definitive notes are issued), which we refer to as the “record date.”

• Interest on the Class A-1 notes [and the Class A-2b notes] will accrue from and including the prior distribution date (or, with respect to the first distribution date, from and including the closing date) to but excluding the current distribution date.

• Interest on the Class A-2[a] notes[,] [and] the Class A-3 notes[,] [[and] the Class A-4 notes] [and the Class B notes] will accrue from and including the [15th] day of the calendar month preceding each distribution date (or, with respect to the first distribution date, from and including the closing date) to but excluding the [15th] day of the month in which such distribution date occurs.

• Interest accrued as of any distribution date but not paid on that distribution date will be payable on the next distribution date, together with interest on such amount at the applicable interest rate (to the extent lawful).

• The issuing entity will pay interest on the Class A-1 notes [and the Class A-2b notes] on the basis of the actual number of days elapsed during the period for which interest is payable and a 360-day year. This means that the interest due on each distribution date for the Class A-1 notes [and the Class A-2b notes] will be the product of (i) the outstanding principal amount of the [Class A-1 notes or the Class A-2b notes, as applicable] before giving effect to any principal payments made on that distribution date, (ii) the applicable interest rate and (iii) the actual number of days from and including the

prior distribution date (or, with respect to the first distribution date, from and including the closing date) to but excluding the current distribution date, divided by 360.

• The issuing entity will pay interest on the Class A-2[a] notes[,] [and] the Class A-3 notes[,] [[and] the Class A-4 notes] [and the Class B notes] on the basis of a 360-day year consisting of twelve 30-day months. This means that the interest due on each distribution date for the Class A-2[a] notes[,] [and] the Class A-3 notes[,] [[and] the Class A-4 notes] [and the Class B notes] will be the product of (i) the outstanding principal amount of the related class of notes before giving effect to any principal payments made on that distribution date, (ii) the applicable interest rate and (iii) 30 (or, with respect to the first distribution date, the number of days from and including the closing date to but excluding the [15th] day of the month in which the first distribution date occurs (assuming a 30 day calendar month)), divided by 360.

• Interest payments on all classes of notes [other than the Class B notes] will have the same priority and will be paid[, pro rata with any senior swap termination payment to the swap counterparty, if any,] on a pro rata basis. [Interest payments on the Class B notes will be paid after interest payments on all other classes of notes [and any senior swap termination payment to the swap counterparty, if any] have been paid.]

Principal:

[The issuing entity will not pay principal on the notes on any distribution date related to the revolving period.]

Principal of the notes will be payable on each distribution date [during the amortization period] (other than after the occurrence of an event of default under the indenture and an acceleration of the notes (unless and until the acceleration has been rescinded)) to the Class A-1 notes, until the principal amount thereof is reduced to zero, then to the Class A-2 notes [(pro rata between the Class A-2a notes and the Class A-2b notes, if applicable)], until the principal amount thereof is reduced to zero[,] [and] then to the Class A-3 notes, until the principal amount thereof is reduced to zero[,] [[and] then to the Class A-4 notes, until the principal amount thereof is reduced to zero][, and then to the Class B notes, until

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the principal amount thereof is reduced to zero], in an amount equal to the sum of (i) the excess, if any, of (x) the [adjusted] pool balance of the receivables as of the beginning of the related collection period (or, in case of the first collection period, as of the cut-off date) over (y) the [adjusted] pool balance as of the end of the related collection period, and (ii) any amounts due in respect of principal on the notes but not previously paid because sufficient funds were not available to make such payments.] [At any time the “adjusted pool balance” will equal the pool balance minus the yield supplement overcollateralization amount, which represents the aggregate present value (as described below) of the receivables for the related collection period.]

Principal payments on the notes as described above will be made from all available amounts after the servicing fee has been paid and after payment of interest on the notes.

[In addition, the issuing entity may make principal payments on the notes from funds on deposit in the pre-funding account, as described below under “Description of the Transfer and Servicing Agreements—Acquisition of Subsequent Receivables During Funding Period.”]

Interest and Principal Payments after an Event of Default and Acceleration of the Notes:

On each distribution date after the occurrence of an event of default under the indenture and an acceleration of the notes (unless and until the acceleration has been rescinded), available amounts (after [the swap counterparty, if any, has been paid any net swap payment due under the interest rate swap agreement(s), if any and] payment of fees and expenses to the servicer, the asset representations reviewer, the indenture trustee, the calculation agent, the owner trustee and the asset representations reviewer) will be applied to pay: (a) first, [on a pro rata basis, (i) to the swap counterparty, any senior swap termination payments, and (ii)] interest on the Class A-1 notes, the Class A-2[a] notes[,] [and] [the Class A-2b notes[,] [and]] the Class A-3 notes [and the Class A-4 notes], on a pro rata basis, based on the amount of the noteholders’ interest distributable amount due to such class, until the accrued interest on such classes has been paid in full, [(b) second, interest on the Class B notes, based on the amount of the noteholders’ interest distributable amount due to such class, until the accrued interest on such class has been paid in full,] [(b) second] [(c) third], principal of the Class A-1 notes, until the outstanding principal amount of the Class A-1 notes has been paid in full, [and] [(c) third] [(d) fourth], principal of the Class A-2[a] notes[,] [and] [the Class A-2b notes[,] [and]] the Class A-3 notes [and the Class A-4 notes], on a pro rata basis, based on the respective outstanding principal amounts of those classes of notes, until

the outstanding principal amounts of those classes of notes have been paid in full[, and (e) fifth, principal of the Class B notes, until the outstanding principal amounts of that class of notes has been paid in full].

Final Scheduled Distribution Dates:

The outstanding principal amount of each class of notes is due on the final scheduled distribution date for that class:

Class of Notes		Final Scheduled Distribution Date
Class A-1 notes			[•] [•], 20[•]
Class A-2[a] notes	}		[•] [•], 20[•]
[Class A-2b notes]
Class A-3 notes			[•] [•], 20[•]
[Class A-4 notes]			[•] [•], 20[•]
[Class B notes]			[•] [•], 20[•]

You should refer to “The Notes—Payments of Principal” and “Distributions on the Notes—Calculation of Available Amounts” in this prospectus for more detailed information regarding payments of principal.

In addition, the notes are subject to early redemption on any distribution date on which the servicer exercises its option to purchase the issuing entity’s property (other than the reserve account) as described under “ —Optional Purchase” below.

[Subsequent Receivables]

[On the closing date, $[   ] of the proceeds from the sale of the notes by the issuing entity will be deposited in an account, which we refer to as the “pre-funding account.” We refer to the amount deposited in the pre-funding account on the closing date as the “pre-funded amount.” During the funding period (defined below), the issuing entity will use the amounts on deposit in the pre-funding account to acquire additional receivables from the depositor, which we refer to as “subsequent receivables,” for an amount equal to [•]% of the aggregate principal balance of the subsequent receivables as of the applicable subsequent cut-off date. The issuing entity may acquire subsequent receivables on any business day during the funding

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period (but no more than once a week) each of which we refer to as a “funding date.” Subsequent receivables must meet certain eligibility criteria as described in “The Receivables—Characteristics of the Receivables” in this prospectus. Assuming that substantially all of the pre-funded amount is used for the purchase of subsequent receivables, the aggregate principal balance of the subsequent receivables as of their respective subsequent cut-off dates will equal approximately [•]% of the aggregate principal balance of all receivables as of their respective cut-off dates.

The “funding period” will be the period that begins on the closing date and ends on the earliest to occur of:

• [•], 20[•];

• the date on which the amount in the pre-funding account is $[10,000] or less; or

• the occurrence of an event of default under the indenture.

On the first distribution date following the end of the funding period, the indenture trustee will withdraw any funds remaining on deposit in the pre-funding account (excluding investment earnings) and distribute those funds to noteholders as payment of principal. Such payments will be made either on a sequential or pro rata basis as described under “Description of the Transfer and Servicing Agreements—Acquisition of Subsequent Receivables During Funding Period.”]

[The Revolving Period]

[The issuing entity will not make payments of principal on the notes on distribution dates related to the revolving period.

The “revolving period” consists of the monthly periods from [ ] through [ ], and the related distribution dates. We refer to the monthly periods and the related distribution dates following the revolving period as the “amortization period.”

If an early amortization event occurs, the revolving period will terminate early, and the amortization period will begin. See “Description of the Transfer and Servicing Agreements—The Revolving Period” in this prospectus.

On each distribution date related to the revolving period, amounts otherwise available to make principal payments on the notes will be applied to purchase additional receivables from the depositor. See “The Receivables—Criteria Applicable to the Selection of Additional Receivables During the Revolving Period” in this prospectus.

The amount of additional receivables and percentage of asset pool will be determined by the amount of cash available from payments and prepayments on existing assets. There are no stated limits on the amount of additional receivables allowed to be purchased during the revolving period in terms of either dollars or percentage of the initial asset pool. See “Description of the Transfer and Servicing Agreements—The Revolving Period” in this prospectus.

To the extent that amounts allocated for the purchase of additional receivables are not so used on any distribution date related to the revolving period, they will be deposited into the accumulation account and applied on subsequent distribution dates related to the revolving period to purchase additional receivables from the depositor.]

Priority of Payments

[Revolving Period

During the revolving period, the servicer will distribute available amounts in the following order of priority:

• to the servicer, the servicing fee and all unpaid servicing fees with respect to prior periods;

• [to the swap counterparty, any net payments due under the interest rate swap agreement(s), if any;]

• [(a) on a pro rata basis, to the swap counterparty any senior swap termination payments for that distribution date, and (b)] on a pro rata basis (based on the amounts due to each class) to the noteholders, interest on the notes (other than the Class B notes);

• [to the Class B noteholders, interest on the Class B notes;]

• to the reserve account, an amount, if any, necessary to increase the balance of funds therein to the specified reserve account balance;

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• [to the swap counterparty, the subordinated swap termination payment for that distribution date;]

• to the indenture trustee and the calculation agent, any accrued and unpaid, as applicable, fees, expenses and indemnity payments, as applicable, due pursuant to the indenture that have not been paid by the administrator and have been outstanding for at least 60 days;

• to the owner trustee, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the trust agreement that have not been paid by the administrator and have been outstanding for at least 60 days;

• to the asset representations reviewer, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the asset representations review agreement that have not been paid by the sponsor and have been outstanding for at least 60 days; and

• to an account for distribution to the certificateholders, any remaining amounts.

Amortization Period]

On each distribution date [during the amortization period] prior to an acceleration of the notes (or after any such acceleration has been rescinded), the servicer will allocate available amounts with respect to the related collection period as described below and will instruct the indenture trustee (or, if the notes have been paid in full, the owner trustee) to make the following deposits and distributions, to the extent of available amounts on deposit in the collection account for such distribution date, in the following order of priority:

• to the servicer, the servicing fee and all unpaid servicing fees with respect to prior periods;

• [to the swap counterparty, any net payments due under the interest rate swap agreement(s), if any;]

• [(a) on a pro rata basis, to the swap counterparty any senior swap termination payments for that distribution date, and (b)] on a pro rata basis (based on the amounts due to each class) to the noteholders, interest on the notes (other than the Class B notes);

• [to the Class B noteholders, interest on the Class B notes;]

• to the noteholders, principal on the notes in the amounts and priority described under “ —Terms of the Notes—Principal” above;

• to the reserve account, an amount, if any, necessary to increase the balance of funds therein to the specified reserve account balance;

• [to the swap counterparty, the subordinated swap termination payment for that distribution date;]

• to the indenture trustee and the calculation agent, as applicable, any accrued and unpaid fees, expenses and indemnity payments, as applicable, due pursuant to the indenture that have not been paid by the administrator and have been outstanding for at least 60 days;

• to the owner trustee, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the trust agreement that have not been paid by the administrator and have been outstanding for at least 60 days;

• to the asset representations reviewer, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the asset representations review agreement that have not been paid by the sponsor and have been outstanding for at least 60 days; and

• to an account for distribution to the certificateholders, any remaining amounts.

Optional Purchase

NMAC, as servicer, may purchase the issuing entity’s property (other than the reserve account) on any distribution date on which the outstanding aggregate principal balance of the receivables, as of the last day of the related collection period, declines to [5]% or less of the original aggregate principal balance of the receivables on the cut-off date. If the servicer exercises this option, the notes will be redeemed in whole, but not in part, on the related distribution date.

You should refer to “Description of the Transfer and Servicing Agreements—Optional Purchase” in this prospectus for more detailed information regarding the optional purchase of the issuing entity’s property.

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Events of Default

The occurrence and continuation of any of the following events will be an “event of default” under the indenture:

• the issuing entity fails to pay interest on any note within five business days after its due date;

• the issuing entity fails to pay the principal of any note in full on its final scheduled distribution date or redemption date;

• the issuing entity materially defaults in the observance or performance of any covenant or agreement of the issuing entity made in the indenture and the continuation of the default for a period of 90 days after written notice thereof is given to the issuing entity by the indenture trustee or to the issuing entity and the indenture trustee by the holders of notes holding not less than a majority of the aggregate outstanding principal amount of the notes, voting as a single class;

• any representation or warranty of the issuing entity made in the indenture or in any certificate or other writing delivered under the indenture proves to have been inaccurate in any material respect at the time made, and the breach not having been cured within 60 days after written notice thereof is given to the issuing entity by the indenture trustee or to the issuing entity and the indenture trustee by the holders of notes holding not less than a majority of the aggregate outstanding principal amount of the notes, voting as a single class; and

• certain events of bankruptcy, insolvency, receivership or liquidation of the issuing entity (which, if involuntary, remains unstayed for more than 90 days).

If an event of default occurs and is continuing, the indenture trustee or holders of at least a majority of the outstanding principal amount of the notes, voting as a single class, may declare the principal of the notes and all accrued and unpaid interest thereon immediately due and payable. That declaration, under limited circumstances, may be rescinded by the holders of at least a majority of the outstanding principal amount of the notes voting as a single class.

After an event of default and the acceleration of the notes (unless and until such acceleration has been rescinded), funds on deposit in the collection account and the reserve account will be applied to pay principal of and interest on the notes in the order and amounts specified under “Distributions on the Notes—Post-Acceleration Priority of Payments” in this prospectus[, and to pay amounts owing to the swap counterparty, if any, pursuant to the interest rate swap agreement(s), if any]. In addition, after an event of default and acceleration of the notes, the indenture trustee or the noteholders may elect to exercise certain remedies described in “Description of the Indenture—Remedies Upon an Event of Default.”

You should refer to “Description of the Indenture—Events of Default” and “ —Remedies Upon an Event of Default” in this prospectus for more detailed information regarding the events constituting an event of default and the remedies available following such default.

Pool Information

The information concerning the receivables presented throughout this prospectus is based on the pool of receivables as of the [statistical] cut-off date, which will be transferred to the issuing entity on the closing date, [except for those receivables (i) that no longer satisfy the eligibility criteria specified in the Basic Documents or (ii) for which payment in full has been received in the ordinary course, in each case, as of the cut-off date].

Issuing Entity Property

The primary assets of the issuing entity will consist of a pool of receivables, collections on the receivables after the close of business on [•] [•], 20[•], which is referred to as the initial “cut-off date,” [and for the receivables sold to the issuing entity on a funding date is the date specified in the notice relating to that funding date, which we refer to as the “subsequent cut-off date”] [and] security interests in the vehicles financed by the receivables, [and payments due under the interest rate [cap] [swap] agreement(s) for any classes of floating rate notes, if any,] together with the amounts on deposit in various accounts.

The receivables will be sold by the sponsor to the depositor and then transferred by the depositor to the issuing entity in exchange for the notes and the certificates.

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The receivables in the pool described in this prospectus had the following characteristics as of the close of business on the [statistical] cut-off date:

• an aggregate initial principal balance of $[•];

• a contractual annual percentage rate that ranges from [•]% to [•]%;

• a remaining term to maturity of not less than [•] payments and not greater than [•] payments;

• an original principal balance of not more than $[•] and a remaining principal balance of not less than $[•] or more than $[•]; and

• an origination date on or after [•] [•], 20[•].

[Insert disclosure required by instruction to Item 1103(a)(2), if applicable, of modifications made to the pool assets after origination.]

As discussed under “The Receivables—Underwriting Procedures” in this prospectus, under NMAC’s origination process, retail installment contract applications are evaluated by NMAC’s computer auto-decisioning system and are either automatically approved, automatically rejected or forwarded for review by an NMAC credit analyst based on NMAC’s auto-decisioning system. Applications that are not either automatically approved or automatically rejected are ultimately reviewed by an NMAC credit analyst with appropriate approval authority.

As of the [statistical] cut-off date, [•] receivables in the pool described in this prospectus, having an aggregate principal balance of $[•] (approximately [•]% of the aggregate principal balance of the receivables in the pool described in this prospectus as of the [statistical] cut-off date) were automatically approved by NMAC’s auto-decisioning system, while [•] receivables in the pool described in this prospectus, having an aggregate principal balance of $[•] (approximately [•]% of the aggregate principal balance of the receivables in the pool described in this prospectus as of the [statistical] cut-off date) were evaluated and approved by an NMAC credit analyst with appropriate authority in accordance with NMAC’s written underwriting guidelines. [As described in this prospectus, NMAC does not consider any of the receivables in the pool described in this prospectus to constitute exceptions to NMAC’s written underwriting guidelines.]

You should refer to “The Issuing Entity—Property of the Issuing Entity” and “The Receivables” in this prospectus for more information on the property of the issuing entity.

The Receivables

Purchasers of automobiles and light-duty trucks from Nissan- and Infiniti-branded dealers and, in limited circumstances, other dealers not affiliated with Nissan- or Infiniti-branded dealers that operate dealerships franchised by other manufacturers often finance their purchases by entering into retail installment contracts with such dealers, who then sell the contracts to NMAC, including its Infiniti Financial Services division. These contracts are referred to as “receivables,” and the underlying new, near-new and used automobiles and light-duty trucks, together with all accessions thereto, are referred to as the “financed vehicles.” The purchasers of the financed vehicles are referred to as the “obligors.” The terms of the contracts must meet requirements specified by NMAC.

Representations and Warranties

NMAC will make certain representations and warranties regarding the characteristics of the receivables as of the cut-off date. Breach of these representations may, subject to certain conditions, result in NMAC, being obligated to repurchase the related receivable. See “Description of the Transfer and Servicing Agreements— Representations and Warranties; Remedies.” This repurchase obligation will constitute the sole remedy available to the noteholders or the issuing entity for any uncured breach by NMAC of those representations and warranties.

If the depositor, the issuing entity, the owner trustee (acting at the direction of a certificateholder), the indenture trustee (acting at the direction of an investor), or an investor requests that NMAC repurchase any receivable due to a breach of representation or warranty as described above, and the repurchase 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 NMAC, the requesting party will have the right to refer the matter, at its discretion, to either mediation or third-party arbitration. The terms of the mediation or arbitration, as applicable, are described under “Description of the Transfer and Servicing Agreements—Requests to Repurchase and Dispute Resolution” in this prospectus.

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Review of Asset Representations

As more fully described in “Description of the Transfer and Servicing Agreements —Asset Representations Review” in this prospectus, if the aggregate amount of 60-day delinquent receivables exceeds a certain threshold, then, subject to certain conditions, investors representing at least a majority of the voting investors may direct the asset representations reviewer to perform a review of the delinquent receivables for compliance with the representations and warranties made by NMAC. See “Description of the Transfer and Servicing Agreements—Asset Representations Review” in this prospectus.

Servicing of the Receivables

NMAC will service the receivables. On each distribution date, NMAC will be paid a fee by the issuing entity for performing its servicing obligations in an amount equal to one-twelfth of [•]% of the principal balance of the receivables as of the last day of the preceding collection period (or in the case of the first distribution date, as of the cut-off date). As additional compensation, the servicer will be entitled to retain all supplemental servicing fees, if any, and any income from investments of funds on deposit in the collection account and the reserve account. The servicing fee, together with any portion of the servicing fee that remains unpaid from prior distribution dates, will be payable on each distribution date from available amounts on deposit in the collection account, and will be paid to the servicer prior to the payment of principal of and interest on the notes. You should refer to “Description of the Transfer and Servicing Agreements—Compensation for Servicer and Administrator” in this prospectus for more detailed information regarding the servicing fees to be paid to NMAC.

Servicer Purchase Obligation:

As described in “Description of the Transfer and Servicing Agreements —Servicing Procedures,” the servicer will be obligated to repurchase any receivables affected by any breach by the servicer of certain of its duties and covenants with respect to those receivables, subject to certain conditions described in “Description of the Transfer and Servicing Agreements —Servicing Procedures.” This repurchase obligation will constitute the sole remedy available to the noteholders or the issuing entity for any uncured breach by the servicer of those duties and covenants.

Administration of the Issuing Entity

NMAC will perform the administrative obligations required to be performed by the issuing entity or the owner trustee under the indenture, the trust agreement and certain other basic documents. On each distribution date, NMAC will be paid a fee by the servicer for performing its administrative obligations in an amount to be agreed to between the administrator and the servicer.

Enhancement

The enhancement for the offered notes will be overcollateralization, the reserve account, [the interest rate [cap] [swap] agreement(s), if any,][and the yield supplement overcollateralization amount]. The enhancement is intended to protect you against losses and delays in payments on your notes by absorbing losses on the receivables and other shortfalls in cash flows.

Overcollateralization:

Overcollateralization is the amount by which the [adjusted] pool balance [(plus, during the funding period, the amount on deposit in the pre-funding account)] exceeds the aggregate outstanding principal amount of the notes. Overcollateralization means that there will be additional assets [(in addition to the yield supplement overcollateralization amount described below)] generating collections that will be available to cover credit losses on the receivables. The initial amount of overcollateralization [will] [is expected to] be at least $[•], or approximately [•]% of the [adjusted] pool balance as of the cut-off date and approximately [•]% of the aggregate initial principal amount of the notes.

Reserve Account:

On each distribution date, the issuing entity will use funds in the reserve account for distribution to the noteholders to cover any shortfalls in servicing fees[,] [and] interest and principal required to be paid on the notes [and any net swap payments and senior swap termination payments then payable to the swap counterparty, if any].

If the principal amount of a class of notes is not paid in full on the related final scheduled distribution date, the indenture trustee will withdraw amounts from the reserve account (if available) to pay that class in full.

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On the closing date, the issuing entity will cause to be deposited an amount equal to at least $[•] into the reserve account, which is approximately [•]% of the [adjusted] pool balance as of the cut-off date [, plus an amount expected to cover the negative carry with respect to the accrued interest on that portion of the note balance equal to amounts on deposit in the pre-funding account and earnings on funds, if any, on deposit in the pre-funding account]. Thereafter, on any distribution date while the notes are outstanding, the “specified reserve account balance” will be [at least] [•]% of the [adjusted] pool balance as of the cut-off date. On each distribution date, after making required payments to the servicer and on the notes, and prior to making payments on the certificates, the issuing entity will make a deposit into the reserve account to fund and maintain the specified reserve account balance.

On each distribution date, after all appropriate deposits to and withdrawals from the reserve account, any amounts on deposit in the reserve account in excess of the specified reserve account balance will be released to holders of the certificates.

You should refer to “Credit Enhancement—Reserve Account” in this prospectus for more detailed information regarding the reserve account.

[The Yield Supplement Overcollateralization Amount:]

[The yield supplement overcollateralization amount with respect to any collection period and the related distribution date is the aggregate amount by which the principal balance as of the last day of such collection period of each receivable owned by the issuing entity (other than a non-collectible receivable, a defaulted receivable or a repurchased receivable), exceeds the present value of each scheduled payment of each such receivable assuming the discount rate of that receivable is the greater of [•]% or the receivable’s contract rate and that the scheduled payments (assumed to be equal monthly payments that amortize the receivable principal balance to zero, using its contract rate, over the remaining term of the contract) are made on the last day of each month and each month has 30 days. The actual initial yield supplement overcollateralization amount for the actual pool of receivables will be calculated on or prior to the closing date.

You should refer to “Credit Enhancement—YSOC Amount” in this prospectus for more detailed information regarding the yield supplement overcollateralization amount.]

[Interest Rate Cap Agreement]

[On the closing date, for each class of floating rate notes, if any, the issuing entity will enter into a corresponding transaction pursuant to an interest rate cap agreement with the cap provider to hedge the floating interest rate on each class of floating rate notes. If [SOFR-based rate] related to any distribution date exceeds the cap rate of [•]%, the cap provider will pay to the issuing entity an amount equal to the product of:

1. [SOFR-based rate] for the related distribution date minus the cap rate of [•]%;

2. the notional amount on the cap, which will be equal to the total outstanding principal amount on each class of the floating rate notes, if any, on the first day of the interest period related to such distribution date; and

3. a fraction, the numerator of which is the actual number of days elapsed from and including the previous distribution date, to but excluding the current distribution date, or with respect to the first distribution date, from and including the closing date, to but excluding the first distribution date, and the denominator of which is 360.

[The obligations of the cap provider under the interest rate cap agreement(s) initially will be unsecured.]

[If the cap provider’s long-term senior unsecured debt ceases to be rated at a level acceptable to the hired rating agencies, the cap provider will be obligated to post collateral or establish other arrangements satisfactory to the hired rating agencies to secure its obligations under the interest rate cap agreement(s), if any, or arrange for an eligible substitute cap provider satisfactory to the issuing entity.]

Any amounts received under any interest rate cap agreement will be a source for interest payments on the floating rate notes, if any. [The issuing entity will not be required to make any payments to the cap provider under the interest rate cap agreement(s) other than an upfront payment.]

The issuing entity’s rights under the interest rate cap agreement are pledged under the indenture.

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For a more detailed description of the interest rate cap agreement(s) and the cap counterparty, see “The Notes—Interest Rate Cap Agreement(s)” and “The Cap Provider” in this prospectus.]

[Interest Rate Swap Agreement]

[On the closing date, for each class of floating rate notes, if any, the issuing entity will enter into a corresponding transaction pursuant to an interest rate swap agreement with the swap counterparty to hedge the floating interest rate on each class of floating rate notes. The interest rate swap transaction for each class of floating rate notes will have an initial notional amount equal to the principal balance of the related class of floating rate notes on the closing date, which notional amount will decrease by the amount of any principal payments paid on the class of floating rate notes.

In general, under each interest rate swap agreement, if any, on each distribution date, the issuing entity will be obligated to pay the swap counterparty a fixed rate payment based on a per annum fixed rate times the notional amount of the interest rate swap agreement for a class of floating rate notes, if any, and the swap counterparty will be obligated to pay a per annum floating interest rate payment based on [SOFR-based rate] times the notional amount of the corresponding interest rate swap agreement. Payments (other than swap termination payments) on the interest rate swap agreement(s), if any, will be exchanged on a net basis, and will be aggregated such that the net payments due under the interest rate swap agreement(s) for any distribution date will result in a single net swap payment or net swap receipt for the distribution date. Any net swap payment owed by the issuing entity to the swap counterparty on the interest rate swap agreement(s) ranks higher in priority than all payments on the notes.

If the issuing entity fails to make a net swap payment due under the interest rate swap agreement(s) or if a bankruptcy event occurs with respect to the issuing entity, a senior swap termination payment may be due to the swap counterparty that will be paid pro rata with payments of interest on the notes and will be higher in priority than payments of principal of the notes. Subordinated swap termination payments that may be due because of an event of default or termination event under the interest rate swap agreement(s) not involving the issuing entity’s failure to make a net swap payment or a bankruptcy event with respect to the issuing entity will be subordinate to payments of principal of and interest on the notes.

The issuing entity’s obligation to pay any net swap payment and any other amounts due under each interest rate swap agreement is secured under the indenture by the issuing entity’s property. The issuing entity’s rights under the interest rate swap agreement are pledged under the indenture.

For a more detailed description of the interest rate swap agreement(s) and the swap counterparty, see “The Notes — Interest Rate Swap Agreement(s)” and “The Swap Counterparty” in this prospectus.]

Tax Status

On the closing date, Mayer Brown LLP, special federal tax counsel to the issuing entity, will deliver an opinion, subject to the assumptions and qualifications therein, to the effect that the notes (other than such notes, if any, beneficially owned by (i) the issuing entity or a person treated as the same person as the issuing entity for U.S. federal income tax purposes, (ii) a member of an expanded group (as defined in Treasury Regulation Section 1.385-1(c)(4) or any successor regulation then in effect) that includes the issuing entity (or a person considered to be the same person as the issuing entity for United States federal income tax purposes), (iii) a “controlled partnership” (as defined in Treasury Regulation Section 1.385-1(c)(1) or any successor regulation then in effect) of such expanded group or (iv) a disregarded entity owned directly or indirectly by a person described in preceding clause (ii) or (iii)) will be characterized as debt for U.S. federal income tax purposes and that the issuing entity will not be characterized as an association (or a publicly traded partnership) taxable as a corporation. At closing, the issuing entity will be disregarded as separate from the depositor for U.S. federal income tax purposes but may be treated as a partnership should the depositor transfer any of the certificates to another party (that is not treated as the same person as the depositor for U.S. federal income tax purposes) or should any of the notes be characterized by the Internal Revenue Service as equity of the issuing entity.

The depositor will agree, and the noteholders and beneficial owners will agree by accepting the notes or a beneficial interest therein, to treat the notes as debt for federal, state and local income and franchise tax purposes.

We encourage you to consult your own tax advisor regarding the U.S. federal income tax consequences of the purchase, ownership and disposition of the notes and the tax consequences arising under the laws of any state or other taxing jurisdiction.

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You should refer to “Material U.S. Federal Income Tax Consequences” in this prospectus.

Certain Considerations for ERISA and other U.S. Benefit Plans

Subject to the considerations discussed under “Certain Considerations for ERISA and other U.S. Benefit Plans” in this prospectus, the notes are eligible for purchase by employee benefit plans and other retirement accounts.

Fiduciaries of employee benefit plans and retirement accounts considering the purchase of notes are urged to carefully review the matters discussed in this prospectus and to consult with their counsel before making an investment decision.

[Eligibility for Purchase by Money Market Funds]

[The Class A-1 notes will be structured to be “eligible securities” for purchase by money market funds under Rule 2a-7 under the Investment Company Act of 1940, as amended. Rule 2a-7 includes additional criteria for investments by money market funds, including requirements and classifications relating to portfolio credit risk analysis, maturity, liquidity and risk diversification. It is the responsibility solely of the money market fund and its advisor to satisfy those requirements. Money market funds contemplating a purchase of the Class A-1 notes are encouraged to consult their counsel before making a purchase.]

[Certain Investment Considerations]

[The issuing entity will rely on one or more of the exclusions or exemptions from the definition of “investment company” set forth in [Section [•] of] [Rule [•] promulgated under] the Investment Company Act of 1940, as amended, although other exceptions or exclusions may be available to the issuing entity. The issuing entity will be structured so as not to constitute a “covered fund” as defined in the final regulations issued December 10, 2013 implementing the statutory provision known as the “Volcker Rule” (Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act).]

Ratings

The sponsor expects that the notes will receive credit ratings from two nationally recognized statistical rating organizations hired by the sponsor to assign ratings on the notes (the “hired rating agencies”).

The ratings of the notes will address the likelihood of payment of principal of, and interest on, the notes according to their terms. Although the hired rating agencies are not contractually obligated to do so, we believe that each hired rating agency rating the notes will monitor the ratings using its normal surveillance procedures. Any hired rating agency may change or withdraw an assigned rating at any time. In addition, a rating agency not hired by the sponsor to rate the transaction may provide an unsolicited rating that differs from (or is lower than) the ratings provided by the hired rating agencies. Any rating action taken by a rating agency, whether hired or otherwise, may not necessarily be taken by any other rating agency. No transaction party will be responsible for monitoring any changes to the ratings on the notes. See “Risk Factors—Risks related to certain features of the notes and financial market disruptions—A reduction, withdrawal or qualification of the ratings on your notes, or the issuance of unsolicited ratings on your notes or potential rating agency conflict of interest and regulatory scrutiny of the rating agencies, could adversely affect the market value of your notes and/or limit your ability to resell your notes” in this prospectus.

Credit Risk Retention

Pursuant to the SEC’s credit risk retention rules, 17 C.F.R. Part 246 (“Regulation RR”), NMAC, as sponsor, is required to retain an economic interest in the credit risk of the receivables, either directly or through a majority-owned affiliate. NMAC intends to satisfy this obligation through the retention by the depositor, its wholly-owned affiliate, of [a combination of] an [“eligible vertical interest”] [and an] [“eligible horizontal residual interest”] [and] [the establishment of an “eligible horizontal cash reserve account” pledged by the issuing entity to the indenture trustee for the benefit of the noteholders and the issuing entity] in an [aggregate] amount equal to at least 5% of [the fair value, as of the closing date, of] all of the notes and certificates to be issued by the issuing entity.

[Insert description of any retained notes.]

[Insert disclosure required by Items 1104(g), 1108(e) or 1110(a)(3) of any hedges materially related to the credit risk of the securities.]

[Retained vertical interest: The eligible vertical interest retained by the depositor will consist of at least [•]% of each class of notes and certificates issued by the issuing entity, though the depositor may retain more than [•]% of one or more classes of notes

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or of the certificates. The material terms of the notes are described in this prospectus under “The Notes,” and the material terms of the certificates are described in this prospectus under “The Certificates.”]

[Retained horizontal interest: The eligible horizontal residual interest retained by the depositor will consist of the issuing entity’s certificates. NMAC expects such certificates to have a fair value of [between] approximately [$[•] and] $[•], which is [between] approximately [[•]% and] [•]% of the fair value of all of the notes and certificates issued by the issuing entity. For a description of the valuation methodology used to calculate the [range of] fair values of the notes and certificates and of the eligible horizontal residual interest set forth in the preceding sentence, see “The Sponsor—Credit Risk Retention” in this prospectus. The material terms of the notes are described in this prospectus under “The Notes,” and the material terms of the certificates are described in this prospectus under “The Certificates.”]

The depositor may transfer all or a portion of [the eligible vertical interest] [and] [the eligible horizontal residual interest] to another majority-owned affiliate of NMAC [on or] after the closing date.

The depositor does not intend to transfer or hedge the portion of the depositor’s retained economic interest that is intended to satisfy the requirements of Regulation RR except as permitted under Regulation RR.

Registration under the Securities Act

The depositor has filed a registration statement relating to the notes with the SEC on Form SF-3. The depositor has met the requirements for registration on Form SF-3 contained in General Instruction I.A.1 to Form SF-3.

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[Summary of Risk Factors]¹

The notes are subject to certain risks that you should consider before making a decision to purchase any notes. This summary is included to provide an overview of the potential risks. It does not contain all of the information regarding the risks that you should consider in making your decision to purchase any notes. To understand these risks fully, you should read “Risk Factors” beginning on page [•].

Risks Related to the Characteristics, Servicing and Performance of the Receivables. The notes are subject to risks related to the characteristics, servicing and performance of the receivables, which could result in delays in payment or losses on your notes.

• To the extent the receivables pool include receivables with annual percentage rates that are less than the interest rates on the notes, you may suffer a loss on your notes.

• Adverse economic conditions, regardless of reason, civil unrest or natural or man-made disasters in states with significant concentrations of obligors could have a more pronounced effect on the performance of the receivables and could result in delays in payments or losses on your notes.

• The impact of climate-change related events may increase the risk of losses or reduce the return on your notes.

• Where the outstanding principal balance of a receivable is greater than the value of the related financed vehicle may result in losses on your notes.

• You may experience reduced returns and delays on your notes resulting from a vehicle recall or service campaign.

• NMAC’s discretion over the servicing of the receivables may impact the amount and timing of funds available to make payments on the notes.

• Credit scores and historical loss experience may not accurately predict the likelihood of losses on the receivables and therefore losses on your notes.

• Recent and future economic developments may adversely affect the performance of the receivables and the market value of your notes.

• The return on your notes could be reduced by shortfalls due to military action, terrorism or similar national concerns and the impact of the Servicemembers’ Civil Relief Act and similar state laws.

• Failure to comply with consumer protection or other laws may give rise to liabilities for the issuing entity, which may result in losses on your notes.

• [You may experience reduced returns on your notes resulting from distribution of amounts in the pre-funding account.]

• [Lack of availability of additional receivables during the revolving period could shorten the average life of your notes.]

Risks Related to the Limited Nature of the Issuing Entity’s Assets. The issuing entity has limited assets, and delays in payment or losses on your notes could arise from shortfalls or delays in amounts available to make payments on the notes.

• Only the assets of the issuing entity are available for repayment of your notes. If these assets are insufficient, you may suffer losses on your notes.

• If the assets of the issuing entity are sold following an event of default, the proceeds from the sale of receivables may not be sufficient to pay the aggregate principal balance of your notes. The failure to pay principal of a note generally will not result in an event of default until the applicable final scheduled distribution date or redemption date for the related class of notes.

• Interest of other persons in the receivables could be superior to the interests of the issuing entity, including because the issuing entity or NMAC, as applicable, may not have a perfected security interest in the receivables, which may affect the issuing entity’s ability to receive payments on the receivables or liquidation proceeds with respect to the receivables.

¹  To be included if Risk Factors exceed 15 pages.

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Risks Related to the Servicer and Other Transaction Parties. Adverse events affecting the servicer or other transaction parties could result in losses on your notes or reduce the market value or liquidity of your notes.

• Adverse events with respect to NMAC, its affiliates or third-party service providers, including due to natural disasters, public health emergencies, economic developments and/or regulatory or other actions, could adversely affect the timing or amount of payments on your notes or may reduce the market value and/or liquidity of your notes. Interruptions or losses in the servicer’s information management systems, including a security breach or cyber-attack, may increase the risk of loss on your notes.

• Federal or state regulatory reform and other measures, including legislation and other actions undertaken in response to the COVID-19 pandemic, could have a significant impact on the servicer, the sponsor, the depositor or the issuing entity and could adversely affect the timing and amount of payments on your notes.

• Bankruptcy of NMAC, the depositor or the issuing entity could result in delays in payments or losses on your notes.

• You may suffer losses on your notes if the servicer holds collections and commingles them with its own funds.

• You may experience delays or reduction in payments on your notes following a servicer replacement event and replacement of the servicer.

Risks Related to the Issuance of Multiple Class of Notes or Retention of Notes. The issuing entity has issued multiple class of notes [an the aggregate initial principal amount of the notes and the allocation between the Class A-2 notes is unknown], and your notes may be more sensitive to losses, be affected by conflicts of interest between classes and have reduced liquidity or voting power because of retention.

• Classes of notes with a higher sequential numerical class designation will generally be subordinated with respect to principal payments to notes with a lower numerical designation and are exposed to a greater risk of loss.

• Because the holders of the most senior class of notes then outstanding will make certain decisions courses of action determined by other noteholders may not reflect your interests as a subordinated noteholder.

• The market value, liquidity and voting power of your notes may be adversely impacted by retention of the notes by the depositor or its affiliates[, by the unknown aggregate initial principal amount of the notes or the unknown allocation of the Class A-2 notes].

Risks Related to Certain Features of the Notes and Financial Market Disruptions. Certain features of the notes and financial market disruptions may adversely affect the return on your notes or the market value and liquidity of your notes.

• The ratings on the notes may be withdrawn or lowered, the notes may receive an unsolicited rating or the rating agencies may be perceived as having a conflict of interest, which could adversely affect the market value of your notes and/or limit your ability to resell the notes.

• Returns on your investments may be reduced by prepayments on the receivables, repurchases or early termination of the issuing entity.

• Financial market disruptions, and the absence of a secondary market for the notes may make it difficult for you to sell your notes and/or obtain your desired price.

• Non-U.S. Holders investing in notes could be treated as engaged in a U.S. trade or business for U.S. federal income tax purposes on account of their own activities, and an investment in the notes could be part of the activities giving rise to or could generate income effectively connected with such U.S. trade or business.

[Risks Relating to the Entry into an Interest Rate [Cap][Swap] Agreement.]

• [The rating of a [cap provider] [swap counterparty] could have an adverse effect on the ratings of the notes.]

• [The interest rate cap agreement(s) could increase the risks of delays, reductions and/or accelerations in the payments of interest on and principal of the notes.]

[Risks Related to the Issuance of a Floating Rate Class of Notes and the Uncertainty of SOFR. The uncertainty regarding SOFR could lead to shortfalls in payments or losses on your notes and may adversely affect the return on your notes or the market value and liquidity of your notes.

• SOFR is a relatively new reference rate, which could have an adverse effect on the floating rate notes.

• Negative benchmark rates may reduce the rate of interest on the Class A-2b notes to 0.00%.

• [The issuing entity may issue floating rate notes, but the issuing entity will not enter into any interest rate swaps and you may suffer losses on your notes if interest rates rise.]

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RISK FACTORS

You should consider the following risk factors in deciding whether to purchase the notes of any class.

RISKS RELATED TO THE CHARACTERISTICS, SERVICING AND PERFORMANCE OF THE RECEIVABLES.

You may suffer losses on your notes due to receivables with low annual percentage rates.

The receivables transferred to the issuing entity on the closing date may include receivables that have annual percentage rates that are less than the interest rates on the notes. If that is the case, interest paid on the receivables with higher annual percentage rates and collections related to the yield supplement overcollateralization amount will compensate for the receivables with lower annual percentage rates. Prepayments on receivables with higher annual percentage rates may adversely impact your notes by reducing the amount of interest available in the future to make payments on your notes.

Geographic concentration of the obligors may increase the risk of loss on your notes.

The concentration of the receivables in specific geographic areas may increase the risk of loss. A deterioration in economic conditions regardless of reason, including a general curtailment of business activity, rising interest rates and unemployment, natural or man-made disasters, extreme weather conditions (including an increase in the frequency of extreme weather conditions as a result of climate change), or civil unrest or local or regional effects of public health emergencies, in the states where obligors reside, could adversely affect the ability and willingness of obligors to meet their payment obligations under the receivables and may consequently adversely affect the delinquency, default, loss and repossession experience of the issuing entity with respect to the receivables of the obligors in such states. See “—Recent and future economic developments may adversely affect the performance of the receivables and may result in reduced or delayed payments on your notes.”

As of the cut-off date, based on the billing addresses of the obligors of the receivables, [ ]%, [ ]% and [ ]% of the aggregate cut-off date principal balance of the receivables in the pool [, if the aggregate initial principal amount of notes is $[ ],] were located in [ ], [ ] and [ ], respectively.[ As of the cut-off date, based on the billing addresses of the obligors of the receivables, [ ]%, [ ]% and [ ]% of the aggregate cut-off date principal balance of the receivables in the pool, if the aggregate initial principal amount of notes is $[ ], were located in [ ], [ ] and [ ], respectively.] No other state, based on the billing addresses of the obligors, accounted for more than 5% of the aggregate principal balance of the receivables in the [related] pool described in this prospectus as of the cut-off date.

Because of the concentration of the obligors in certain states, any adverse economic conditions, natural or man-made disasters, extreme weather conditions or civil unrest in these states in particular could adversely affect the delinquency, credit loss, repossession or prepayment experience of the issuing entity more than if the concentration did not exist, which may result in a greater risk of loss to you or your notes. In particular, there have been predictions that climate change may lead to an increase in the frequency of natural disasters and extreme weather conditions, with certain states bearing a greater risk of the adverse effects of climate change, which could increase the risks of geographic concentration in the pool.

The impact of climate-change related events, including efforts to reduce or mitigate the effects of climate change, may increase the risk of losses or reduce the return on your notes.

The effects of climate change such as natural disasters or extreme weather conditions (including any predicted increase in the frequency and range of natural disasters and extreme weather conditions as a result of climate change) in the locations where obligors work or reside could adversely affect the ability and willingness of obligors to meet their payment obligations under the receivables and may consequently adversely affect the delinquency, default, loss and repossession experience of the issuing entity with respect to the receivables in such states. See “—Geographic concentration of the obligors may increase the risk of loss on your notes.” Further, the pricing of used vehicles is affected by, among other factors, consumer preferences, which may be impacted by consumer perceptions of climate change and consumer efforts to mitigate or reduce climate change-related events by purchasing vehicles that are viewed as more fuel efficient (including vehicles powered primarily or solely through

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electricity). An increase in the supply or a decrease in the demand for used vehicles may impact the resale value of the financed vehicles securing the receivables. See “—The risk and severity of loss on the receivables is generally higher in circumstances where the outstanding principal balance of a receivable is greater than the value of the related financed vehicle, which may result in losses on your notes.”

Further, the implementation of new or revised laws or regulations designed to address or mitigate the potential impacts of climate change (including laws which may adversely impact the auto industry in particular as a result of efforts to mitigate the factors contributing to climate change) could have a significant impact on the servicer, the sponsor, the depositor and the issuing entity (including as a result of an adverse impact generally on the auto finance and resale markets) and could adversely affect the timing and amount of payments on your notes.

Consequently, the impact of climate-change related events, including efforts to reduce or mitigate the effects of climate change, may increase the risk of losses or reduce the return on your notes.

The risk and severity of loss on the receivables is generally higher in circumstances where the outstanding principal balance of a receivable is greater than the value of the related financed vehicle, which may result in losses on your notes.

The value of any financed vehicle may be less than the outstanding principal amount of the related receivable. Further, the rate of depreciation of a financed vehicle could exceed the amortization of the outstanding principal balance of the related receivable. For example, new vehicles normally experience an immediate decline in value after purchase because they are no longer considered new. The lack of any significant equity in vehicles may make it more likely that the related obligors will default in their payment obligations if their personal financial conditions change. A default during the earlier years of a receivable term is more likely to result in losses because the proceeds of repossession are less likely to pay the full amount of interest and principal owed on the receivable. The frequency and amount of losses may be greater for receivables with longer terms, because these receivables tend to have a somewhat greater frequency of delinquencies and defaults and because the slower rate of amortization of the principal balance of a longer term receivable may result in a longer period during which the value of the financed vehicle is less than the remaining principal balance of the receivable. The frequency and amount of losses may also be greater for obligors with little or no equity in their vehicles because the principal balances for such obligors are likely to be greater for similar loan terms and vehicles than for obligors with a more significant amount of equity in the vehicle. Additionally, obligors on receivables related to financed vehicles affected by a vehicle recall may be more likely to be delinquent in, or default on, payment on their receivables. Although the frequency of delinquencies and defaults tends to be greater for receivables secured by used vehicles, the amount of any loss tends to be greater for receivables secured by new vehicles because of the higher rate of depreciation described above, particularly when there is also a potential decline in used vehicle prices. Furthermore, specific makes, models and vehicle types may experience a higher rate of depreciation and a greater than anticipated decline in used vehicle prices under certain circumstances, including, but not limited to, the termination of dealer franchises by a manufacturer, a product recall or other potential defect or a shift in consumer preferences.

The pricing of used vehicles is affected by the supply and demand for those vehicles, which, in turn, is affected by consumer preferences (including preferences that may change quickly based on factors such as fuel costs, an actual or perceived increase in extreme weather or consumer perceptions of climate change and consumer efforts to mitigate or reduce climate change-related events by purchasing vehicles that are viewed as more fuel efficient (including vehicles powered primarily or solely through electricity)), economic factors, the introduction and pricing of new vehicle models and other factors, including the impact of vehicle recalls or other potential defects or the discontinuation of vehicle models or brands. Significant increases in the inventory of used motor vehicles subject to a recall may also depress the prices at which repossessed motor vehicles may be sold or delay the timing of those sales. Discount pricing incentives or other marketing incentive programs on new cars by Nissan North America, Inc. or by its competitors that effectively reduce the prices of new vehicles may have the effect of reducing the prices consumers will be willing to pay for used vehicles, including vehicles that secure the receivables, particularly those for the same or similar models. If programs are implemented by the United States government to stimulate the sale of new vehicles, this may have the effect of further reducing the values of used vehicles, resulting in increased losses upon disposition of financed vehicles that may result in losses on your notes. Further, the insolvency of NML (or its affiliates) or ratings downgrade of NML (or its affiliates) may negatively affect used vehicle prices for Nissan and Infiniti vehicles. Additionally, the Coronavirus Disease 2019 (“COVID-19”) pandemic

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and related economic and financial disruption and the shortage of key components for the production of new vehicles have effected both the supply and demand of both new and used vehicles and, consequently, the resale value for returned and repossessed vehicles. As new vehicle supply was reduced, used vehicles saw an increase in demand. As a result of all of the foregoing, the proceeds received by the issuing entity upon any repossession and disposition of financed vehicles may be reduced or delayed and may not be sufficient to pay the underlying receivables, which may result in losses on your notes.

You may experience reduced returns and delays on your notes resulting from a vehicle recall.

The vehicles securing the receivables in the pool may be the subject of existing or future vehicle recalls. Obligors that own motor vehicles affected by a vehicle recall may be more likely to be delinquent in, or default on, payments on their receivables. Significant increases in the inventory of used motor vehicles subject to a recall may also depress the prices at which repossessed motor vehicles may be sold or delay the timing of those sales. If the default rate on the receivables increases and the price at which the related vehicles may be sold declines, you may experience losses with respect to your notes. If any of these events materially affect collections on the receivables, you may experience delays in payments or principal losses on your notes.

In addition, prepayments may be higher than expected if obligors sell their vehicles due to concerns arising from a recall, regardless of whether such vehicle was affected by the recall. As a result, you may receive payment of principal on the notes earlier than you expected.

NMAC’s discretion over the servicing of the receivables may impact the amount and timing of funds available to make payments on the notes.

Although NMAC is obligated to service the receivables in accordance with its customary practices, NMAC has discretion in servicing the receivables, including the ability to grant payment extensions and to determine the timing and method of collection and liquidation procedures. NMAC, in its own discretion, may permit an extension on or a deferral of payments due or halt repossession activity on a case-by-case basis or more broadly in accordance with its customary servicing practices, for example, in connection with a natural disaster or public health emergency affecting a large group of obligors. See “The Receivables—Modifications of Receivables” and “Description of the Transfer and Servicing Agreements—Modifications of Receivables” in this prospectus. Any of these deferrals or extensions or delays in initiating repossession activity may extend the maturity of the receivables, increase the weighted average life of any class of notes and reduce the yield on your notes.

Credit scores and historical loss experience may not accurately predict the likelihood of losses on the receivables and therefore losses on your notes.

A credit score purports only to be a measurement of the relative degree of risk a borrower represents to a lender, i.e., that a borrower with a higher score is statistically expected to be less likely to default in payment than a borrower with a lower score. Further, credit score models were built prior to the global outbreak of COVID-19 and the current rise in inflation, and were not designed to take into account the longer term impacts of social, economic and financial disruptions caused by the COVID-19 pandemic and the recent rise in inflation. Credit scores, including the scoring data presented in this prospectus, do not account for changes in obligors’ credit profiles subsequent to the date as of which such scores have been obtained. Consequently, information regarding credit scores for obligors on the receivables presented in “The Receivables—Credit Scores” should not be relied upon as a basis for an expectation that a receivable will be paid in accordance with its terms.

Additionally, historical loss and delinquency information set forth in this prospectus under “Prepayments, Delinquencies, Repossessions and Net Credit Losses” was affected by several variables, including general economic conditions and market interest rates, that are expected to differ in the immediate future, and are likely to differ in the longer term future. Consequently, the net loss experience calculated and presented in this prospectus with respect to NMAC’s managed portfolio of contracts may not reflect actual experience with respect to the receivables in the receivables pool. NMAC has experienced variability (including increases) in delinquencies and repossessions in its auto loan portfolio, which variability may continue (including as a result of the COVID-19 outbreak and its related effects on obligors, the United States economy, global financial markets and the business or operations of the sponsor or the servicer). Further, the prices of used vehicles, including the prices at which the servicer is able to sell

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repossessed vehicles are variable and declines in used vehicle prices will result in increased credit losses on defaulted receivables. In addition, future delinquency rates, rates of repossession, recovery rates on repossessed vehicles or loss experience of the servicer with respect to the receivables may be better or worse than that set forth in the static pool information and historical delinquency and loss information contained in this prospectus.

In addition, the servicer may modify its customary servicing practices from time to time (including as a result of the COVID-19 outbreak) and those changes could reduce collections on the receivables.

As a result, the net loss experience presented in this prospectus with respect to NMAC’s managed portfolio of contracts may not reflect actual experience with respect to the receivables in the receivables pool. If the performance of the receivables in the pool is worse than expected, the timing and amount of payments on the notes could be adversely affected.

[This prospectus provides information regarding the characteristics of the receivables in the pool described in this prospectus as of the statistical cut-off date that may differ from the characteristics of the receivables transferred to the issuing entity on the closing date as of the cut-off date.]

[This prospectus describes the characteristics of the receivables in the pool described in this prospectus as of the statistical cut-off date. The receivables transferred to the issuing entity on the closing date will be the same receivables in the pool described in this prospectus as of the statistical cut-off date except for those receivables (i) that no longer satisfy the eligibility criteria specified in the Basic Documents or (ii) for which payment in full has been received in the ordinary course, in each case, as of the cut-off date. We do not expect the characteristics (as of the cut-off date) of the receivables transferred to the issuing entity on the closing date to differ materially from the characteristics (as of the statistical cut-off date) of the receivables in the pool described in this prospectus, and each receivable transferred to the issuing entity on the closing date must satisfy the eligibility criteria specified in the Basic Documents. If you purchase a note, you must not assume that the characteristics of the receivables transferred to the issuing entity on the closing date will be identical to the characteristics of the receivables in the pool described in this prospectus as of the statistical cut-off date.]

Recent and future economic developments may adversely affect the performance of the receivables and may result in reduced or delayed payments on your notes.

The United States has in the past experienced, and in the future experience, a recession or period of economic contraction or volatility. During the recession that resulted from COVID-19, the United States experienced an unprecedented level of unemployment claims, economic volatility, inflation, and a decline in consumer confidence and spending. The long-term impacts of social, economic and financial disruptions caused (directly and indirectly) by COVID-19 are unknown. Although the economy initially improved following the initial outbreak of COVID-19, the outlook for the U.S. economy remains uncertain, and it is currently unclear whether the United States is experiencing, or soon will experience, another recession. Recently, rapidly rising inflation and related economic policies have caused periods of economic contraction that may be prolonged. Periods of economic slowdown or recession are often characterized by high unemployment and diminished availability of credit, generally resulting in increases in delinquencies, defaults, repossessions and losses on automobile loans.

A deterioration in economic conditions and certain economic factors, such as reduced business activity, high unemployment, interest rates, housing prices, energy prices (including the price of gasoline), increased consumer indebtedness (including of obligors), lack of available credit, the rate of inflation (such as the recent increase in inflation) and consumer perceptions of the economy, as well as other factors, such as terrorist events, civil unrest, cyber-attacks, public health emergencies, extreme weather conditions, significant changes in the political environment, political instability, armed conflict (such as the ongoing military conflict between Ukraine and Russia and the emerging military conflict in Israel and Gaza) and/or public policy, including increased state, local or federal taxation, could adversely affect the ability and willingness of obligors to meet their payment obligations under the receivables. The issuing entity’s ability to make payments on the notes could be adversely affected if obligors were unable to make timely payments or if the servicer elected to, or was required to, implement forbearance programs for obligors.

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Further, periods of economic slowdown may also be accompanied by temporary or prolonged decreased consumer demand for motor vehicles and declining used vehicle values. Such a decline in the value of vehicles securing outstanding motor vehicle retail installment contracts could weaken collateral coverage and increase the amount of a loss in the event of a default by an obligor. Significant increases in the inventory of used vehicles during periods of economic slowdown or recession may also depress the prices at which repossessed automobiles may be sold or delay the timing of these sales. Any of these factors could affect the performance of your notes and your ability to sell your notes in the secondary market.

In addition, higher future energy and fuel prices could reduce the amount of disposable income that consumers have available to make monthly payments on their motor vehicle retail installment contracts. Higher energy costs could cause business disruptions, which could cause unemployment and a further or deepening economic downturn. Such obligors could potentially become delinquent in making monthly payments or default if they are unable to make payments due to increased energy or fuel bills or unemployment. The issuing entity’s ability to make payments on the notes could be adversely affected if the related obligors are unable to make timely payments.

See “Prepayments, Delinquencies, Repossessions and Net Credit Losses—Delinquency, Repossession and Credit Loss Information” and “Static Pool Information” in this prospectus for delinquency and loss information regarding certain motor vehicle retail installment contracts originated and serviced by NMAC.

The application of the Servicemembers Civil Relief Act and similar state laws may lead to delays in payment or losses on your notes.

The federal Servicemembers Civil Relief Act (the “Relief Act”), as amended, and similar state laws may provide relief to obligors who enter active military service and to obligors in reserve or national guard status who are called to active duty after they have entered into an obligation, such as a retail installment contract for the purchase of a vehicle. On July 29, 2022, the CFPB and the Department of Justice sent a notification letter to auto lending and leasing companies reminding them of the protections offered to servicemembers and their dependents under the Relief Act. In particular, under such legislation, members of the military on active duty, including reservists, who have entered into such retail installment contracts before entering into military service, may be entitled to reductions in interest rates, to avoid repossession without a court order and similar actions. The Servicemembers Civil Relief Act and similar state legislation also limit the ability of the servicer to repossess the vehicle securing the retail installment contract during the related obligor’s period of active duty and, in some cases, may require the servicer to extend the maturity of the retail installment contract, lower the monthly payments and readjust the payment schedule for a period of time after the completion of the obligor’s military service. As a result, there may be delays in payment and increased losses on the receivables, and you may suffer a loss.

Because the Relief Act and similar state legislation apply to obligors who enter military service after origination, no information can be provided as to the number of receivables that may be affected by the Relief Act or similar state legislation.

If an obligor’s obligation to make payments is reduced, adjusted or extended, the servicer will not be required to advance such amounts. Any resulting shortfalls in interest or principal will reduce the amount available for distribution on the notes and the certificates. For more information regarding the effect of the Servicemembers Civil Relief Act, you should refer to “Material Legal Aspects of the Receivables—Other Limitations” in this prospectus.

Failure to comply with consumer protection laws may result in losses on your notes.

Many federal and state consumer protection laws regulate consumer contracts such as the receivables. The servicer may be prevented from or delayed in collecting amounts due on the receivables if the receivables (or the servicer’s practices) did not comply with consumer protection laws. Although the direct liability of the issuing entity to the obligor for violations of applicable federal and state consumer laws may be limited, these laws may make an assignee of a receivable, such as the issuing entity, liable to the obligor for any violation by the lender or the dealer or may affect the issuing entity’s ability to enforce its rights to collect under the receivable or to repossess the related financed vehicle. NMAC may be obligated to repurchase from the issuing entity any receivable that fails to comply with federal and state consumer protection laws, thereby shortening the weighted average life of your notes. For a description of the impact of repurchases on the weighted average life of the notes, see “Weighted Average Life

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of the Notes” in this prospectus. To the extent that NMAC fails to make (or is not required to make) such a repurchase, or to the extent that a court holds the issuing entity liable for violating consumer protection laws regardless of such a repurchase, a failure to comply with consumer protection laws could result in required payments by the issuing entity or may materially affect collection on such receivables and, in either event, you may experience delays in payments or losses on your notes including as described in “—Federal or state financial regulatory reform or regulation could have a significant impact on the servicer, any sub-servicer, the sponsor, the originator, the depositor or the issuing entity and could adversely affect the timing and amount of payments on your notes.” For a discussion of federal and state consumer protection laws which may affect the receivables, you should refer to “Material Legal Aspects of the Receivables—Consumer Protection Laws” in this prospectus.

[You may experience reduced returns on your notes resulting from distribution of amounts in the pre-funding account.]

[On one or more occasions following the closing date, the issuing entity may purchase receivables from the depositor, which, in turn, will acquire these receivables from the sponsor, with funds on deposit in the pre-funding account.

You will receive as a prepayment of principal any amounts remaining in the pre-funding account (excluding investment earnings) that have not been used to purchase receivables by the end of the Funding Period. See “Description of the Transfer and Servicing Agreements —Pre-Funding Account,” in this prospectus. This prepayment of principal could have the effect of shortening the weighted average life of your notes. The inability of the depositor to obtain receivables meeting the requirements for sale to the issuing entity will increase the likelihood of a prepayment of principal. In addition, you will bear the risk that you may be unable to reinvest any principal prepayment at yields at least equal to the yield on your notes.]

[Lack of availability of additional receivables during the revolving period could shorten the average life of your notes.]

[During the revolving period, the issuing entity will not make payments of principal on the notes. Instead, the issuing entity will purchase additional receivables from the depositor. The purchase of additional receivables by the issuing entity will lengthen the average life of the notes compared to a transaction without a revolving period. However, an unexpectedly high rate of collections on the receivables during the revolving period, a significant decline in the number of receivables available for purchase or the inability of the depositor to acquire new receivables could affect the ability of the issuing entity to purchase additional receivables. If the issuing entity is unable to reinvest available amounts by the end of the revolving period, then the average life of the notes may be less than anticipated.]

RISKS RELATED TO THE LIMITED NATURE OF THE ISSUING ENTITY’S ASSETS.

You must rely only upon payments from the issuing entity’s assets for repayment which may not be sufficient to make full payments on your notes.

The notes represent indebtedness solely of the issuing entity and will not be insured or guaranteed by NMAC, the depositor, or any of their respective affiliates, or the indenture trustee or any other person or entity other than the issuing entity. The only sources of payment on your notes are payments received on the receivables and the credit enhancement for the issuing entity, including overcollateralization, amounts on deposit in the reserve account [any amount payable by the [cap provider] [swap counterparty,]] [and the yield supplement overcollateralization amount]. However, although funds in the reserve account will be available to cover shortfalls in distributions of interest on and principal of your notes, funds to be deposited in this account are limited. If the funds in this account are exhausted, your notes will be paid solely from current distributions on the receivables. See “Credit Enhancement” in this prospectus.

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You may experience a loss or a delay in receiving payments on the notes if the assets of the issuing entity are liquidated; proceeds from the liquidation may not be sufficient to pay your notes in full; failure to pay principal on your notes will not constitute an event of default or breach until the final scheduled distribution date.

If so directed by the holders of the requisite percentage of outstanding notes, following an acceleration of the notes upon an event of default, the indenture trustee will liquidate the assets of the issuing entity. If a liquidation occurs close to the date when one or more classes of notes would otherwise be paid in full, repayment of those classes might be delayed while liquidation of the assets is occurring. It is difficult to predict the length of time that will be required for liquidation of the assets of the issuing entity to be completed. Also, there is no assurance that the amount received from the liquidation will at any time be equal to or greater than the aggregate principal balance of the notes. Therefore, upon an event of default, there can be no assurance that sufficient funds will be available to repay the notes in full. In addition, the amount of principal required to be paid to the noteholders will generally be limited to amounts available in the collection account (and the reserve account). Therefore, the failure to pay principal of your notes generally will not result in the occurrence of an event of default until the final scheduled distribution date or redemption date for your notes. See “Description of the Indenture—Events of Default” and “ —Remedies Upon an Event of Default” in this prospectus. Even if liquidation proceeds are sufficient to repay the notes in full, any liquidation that causes the principal of one or more classes of notes to be paid before the related final scheduled distribution date will involve the prepayment risks described under “ —Prepayments, repurchases or early termination of the issuing entity may affect the weighted average life of, and your return on, the notes” in this prospectus.

Interests of other persons in the receivables and financed vehicles could be superior to the interests of the issuing entity, which could result in delays in payments or losses on your notes.

Generally, each receivable is secured at origination by the related financed vehicle. Although the receivables will be transferred to the issuing entity and pledged to the indenture trustee, for administrative reasons, the servicer will not endorse or otherwise amend the certificates of title to identify the issuing entity as the new secured party. Because the issuing entity will not be identified as the secured party on any certificates of title, the security interest of the issuing entity in the vehicles may be defeated through fraud, forgery, negligence or error. As a result of any of these events, the issuing entity may not have a perfected security interest in the financed vehicles in every state. The possibility that the issuing entity may not have a perfected security interest in the financed vehicles may affect the servicer’s ability to repossess and sell the financed vehicles or may limit the amount realized to less than the amount due by the related obligors, which could result in higher losses on defaulted receivables and reduced collections available to make payments on your note, your investment in the notes as a result of defaults. See “Material Legal Aspects of the Receivables—Security Interests” in this prospectus.

NMAC will maintain possession of the original contracts for each of the receivables in tangible form or “control” of the authoritative copies of the contracts in electronic form, and the original contracts and authoritative copies of electronic contracts will not be segregated or marked as belonging to the issuing entity. If NMAC sells or pledges the receivables and delivers the original contracts for the receivables to another party or permits another party to obtain control of the authoritative copies of the electronic contracts, in violation of its contractual obligations under the Basic Documents, this party could acquire an interest in the receivable which may have priority over the issuing entity’s interest. NMAC could also lose possession or control of the contracts through fraud, forgery, negligence or error, or as a result of a computer virus or a hacker’s actions or otherwise (especially in a circumstance where the contracts are held in electronic form). In the case of electronic contracts, there can be no assurances that the third-party’s technology system will perform as represented to the servicer in maintaining the systems and controls required to provide assurance that NMAC maintains control over an electronic contract. In that event, there may be delays in obtaining copies of the electronic contract or confirming ownership and control of the electronic contract. Furthermore, if NMAC becomes the subject of an insolvency or receivership proceeding, competing claims to ownership or security interests in the receivables could arise. These claims, even if unsuccessful, could result in delays in payments on the notes. If successful, these claims could result in losses or delays in payment to you or an acceleration of the repayment of the notes.

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NMAC will represent that NMAC has a perfected security interest in the receivables, including the receivables that constitute electronic chattel paper. Such security interest has been transferred to the depositor and thereafter to the issuing entity. From time to time, the receivables evidenced by electronic contracts may be amended, including, without limitation, by extensions of the final maturity date. The servicer will covenant that it will at all times maintain control of the receivables constituting electronic chattel paper, which means that to the extent any of those amendments is evidenced in tangible form, NMAC will maintain its perfected security interest in the receivables by possession of the tangible amendment and control of the electronic contract.

However, the law governing perfecting security interests in electronic contracts by control is relatively recent. As a result, there is a risk that the systems employed by the third-party to maintain control of the electronic contracts may not be sufficient as a matter of law to give NMAC (and accordingly, the issuing entity) a perfected security interest in the receivables evidenced by electronic contracts. Moreover, there is a risk that maintaining control of the electronic contract and possession of all tangible amendments may not be sufficient as a matter of law to give NMAC a perfected security interest in the receivables that are evidenced both by electronic records and tangible records.

The possibility that NMAC (and accordingly, the issuing entity) may not have a perfected security interest in the financed vehicles or the receivables, or may have a perfected security interest that is junior to that of another party, may affect NMAC’s ability on behalf of the issuing entity to repossess and sell the underlying financed vehicles. Therefore, you may be subject to delays in payments on your notes and you may incur losses on your notes.

RISKS RELATED TO THE SERVICER AND OTHER TRANSACTION PARTIES.

Adverse events with respect to NMAC, its affiliates or a third-party service provider may adversely affect the timing or amount of payments on your notes or may reduce the market value and/or liquidity of your notes.

Adverse events with respect to NMAC, its affiliates or a third-party provider to whom NMAC outsources its activities may result in servicing disruptions or reduce the market value and/or liquidity of your notes. NMAC currently outsources some of its activities as servicer to third-party providers. In the event of a termination and replacement of NMAC as the servicer, or if any third-party provider cannot perform its activities, there may be some disruption of the collection activity with respect to delinquent receivables and therefore delinquencies and credit losses could increase. Further, servicing disruptions could result from unanticipated events beyond NMAC’s or a third-party provider’s control, such as natural disasters or man-made disasters, civil unrest, political instability, cyber-attacks, armed conflict (such as the military conflict between Ukraine and Russia and the emerging military conflict in Israel and Gaza), public health emergencies (including COVID-19 or similar outbreaks) and economic disruptions, particularly to the extent such events affected NMAC’s or a third-party provider’s business or operations. Further, if certain third-party providers that NMAC relies on to deliver products and services to support its business fail to fully perform their obligations in a timely manner NMAC’s ability to operate its business or perform its obligations under the Basic Documents could be adversely impacted and a disruption in collection activities with respect to the receivables could occur. NMAC will be required to repurchase certain receivables that do not comply with representations and warranties made by NMAC, and in its capacity as servicer, NMAC will be required to repurchase receivables if it breaches specific servicing obligations with respect to those receivables. If NMAC were to become unable to repurchase any of those receivables and make the related payment to the issuing entity, you may incur losses on your notes.

Further, NMAC has been, or may become, subject to various legal and regulatory proceedings and governmental investigations in the ordinary course of its business. Such proceedings and investigations could result in (individually or in the aggregate) adverse consequences to the sponsor including, without limitation, adverse judgments, settlements, fines, penalties, injunctions, or other actions and may affect the ability of NMAC or any of its subsidiaries or affiliates to perform their respective duties under the Basic Documents.

NMAC relies upon its ability to sell securities in the asset-backed securities market and upon its ability to access various credit facilities to fund its operations. The global credit and financial markets have experienced, and may continue to experience, significant disruption and volatility. If NMAC’s access to funding is reduced or if NMAC’s costs to obtain such funding significantly increase, NMAC’s business, financial condition and results of operations could be materially and adversely affected, which could adversely affect NMAC’s ability to perform its obligations under the Basic Documents, including as servicer, and the liquidity and market value of your notes.

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In addition, adverse corporate developments with respect to servicers of asset-backed securities or their affiliates have in some cases also resulted in a reduction in the market value and/or liquidity of the related asset-backed securities. NMAC is an indirect wholly-owned subsidiary of NML, a Japanese corporation (“NML”). Although neither NML nor NMAC is guaranteeing the obligations of the issuing entity, adverse events affecting NML or NMAC may adversely affect your investment in the notes. For example, if NML ceased to manufacture vehicles or support the sale of vehicles, if the credit rating of NML or NMAC were downgraded or if NML faced challenges related to its ongoing strategic alliances or financial, reputational, regulatory or operational difficulties, such as, for example, the resignation of NML’s chief executive officer in September 2019 and the removal in November 2018 of the Chairman of the Board of Directors of NML for alleged misconduct and the related indictments, criminal complaint, SEC inquiry (including the September 2019 settlement with the SEC with respect to disclosures regarding director and executive compensation), civil lawsuits and fines, those events may reduce the market value of Nissan or Infiniti vehicles or the market value and/or liquidity of your notes. Any reduction in the market value of Nissan and Infiniti vehicles may result in lower values realized through any foreclosure proceedings held with respect to those vehicles or self-help repossessions and dispositions and as a result, reduce amounts available to pay the notes and the timing and amount of payments on your notes. See “—The risk and severity of loss on the receivables is generally higher in circumstances where the outstanding principal balance of a receivable is greater than the value of the related financed vehicle, which may result in losses on your notes” in this prospectus.

Additionally, the ability of the servicer, NMAC, to perform its obligations under the Basic Documents will depend, in part, on its ability to store, retrieve, process and manage substantial amounts of information. Any failure or interruption of the servicer’s information systems or any third party information systems on which it relies as a result of inadequate or failed processes or systems, human errors, employee misconduct, catastrophic events, external or internal security breaches, acts of vandalism, hardware or software failures, computer viruses, malware, ransomware, misplaced or lost data or other events could disrupt the servicer’s normal operating procedures, could damage its reputation, could lead to significant costs to remediate and could have an adverse effect on its business, results of operations and financial condition.

From time to time, the servicer may update its servicing systems in order to improve operating efficiency, update technology and enhance customer services. In connection with any updates or transitions, the servicer may experience disruptions in servicing activities both during and following roll-out of the new servicing systems or platforms caused by, among other things, periods of system down-time and periods devoted to user training. These and other implementation-related difficulties may contribute to higher delinquencies, servicing inefficiencies, data processing issues, manual intervention to supplement or correct systems issues and the need for further updates to the servicing systems. It is not possible to predict with any degree of certainty all of the potential adverse consequences that may be experienced in connection with a failure or interruption of information systems, and any disruptions in servicing activities may have an adverse effect on your notes.

Further, the servicer has been and continues to be subject to the threat of a range of cyber-attacks, which, if successful, could give rise to the loss of significant amounts of sensitive information and the disablement of the information technology systems used to service obligors on the receivables and other customers. The risk of a cyber-attack or other security breach may be more likely as a result of the COVID-19 outbreak and transition to remote work for the majority of NMAC’s workforce (and the workforce of NMAC’s vendors). NMAC may incur significant costs in attempting to protect against such attacks or remediate any vulnerability or resulting breach. For example, obligors may have a private right of action against the servicer if the incident results in unauthorized access or disclosure of personal information. If NMAC fails to effectively manage cyber-security risk or is required to devote significant resources towards doing so, this could materially and adversely affect its business, financial condition and results of operation, as well as its ability to service the receivables, resulting in an increased risk of loss on the notes.

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Federal or state financial regulatory reform or regulation could have a significant impact on the servicer, any sub-servicer, the sponsor, the originator, the depositor or the issuing entity and could adversely affect the timing and amount of payments on your notes.

NMAC is subject to a variety of laws and regulations regulating financial services in the jurisdictions where it operates, including supervision and licensing by numerous governmental entities. These laws and regulations can create constraints on NMAC’s operations and result in costs related to compliance. Failure to comply with these laws and regulations could impair the ability of NMAC to continue operating and result in substantial civil and criminal penalties, monetary damages, attorneys’ fees and costs, possible revocation of licenses, and damage to reputation, brand and valued customer relationships.

On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) was enacted. The Dodd-Frank Act is extensive and significant legislation that, among other things, created a framework for the liquidation of certain bank holding companies and other nonbank financial companies and certain of their subsidiaries in the event such a company is in default or in danger of default and the resolution of such a company under other applicable law would have serious adverse effects on financial stability in the United States, and created the Consumer Financial Protection Bureau (the “CFPB”), an agency responsible for, among other things, administering and enforcing the laws and regulations for consumer financial products and services and conducting examinations of certain entities for purposes of assessing compliance with the requirements of consumer financial laws.

The Dodd-Frank Act impacts the offering, marketing and regulation of consumer financial products and services offered by financial institutions. The CFPB has supervision, examination and enforcement authority over the consumer financial products and services of certain non-depository institutions and large insured depository institutions and their respective affiliates. The CFPB also has authority over certain enumerated statutes that may apply to certain commercial financial products and services, such as the Equal Credit Opportunity Act. NMAC is subject to the supervisory and examination authority of the CFPB. See “Material Legal Aspects of the Receivables—Consumer Financial Protection Bureau” in this prospectus.

In addition, the liquidation framework for the resolution of covered financial companies or the covered subsidiaries may apply to NMAC or its affiliates, the issuing entity or the depositor, and, if it were to apply, may result in a repudiation of any of the Basic Documents where further performance is required or an automatic stay or similar power preventing the indenture trustee or other transaction parties from exercising their rights. This repudiation power could also affect certain transfers of the receivables as further described under “Material Legal Aspects of the Receivables—Dodd-Frank Orderly Liquidation Framework” in this prospectus. Application of this framework could materially and adversely affect the timing and amount of payments of principal and interest on your notes. See “Material Legal Aspects of the Receivables—Dodd-Frank Orderly Liquidation Framework” in this prospectus.

In particular, the Federal Trade Commission (“FTC”), state regulators and state attorneys general have recently increased their scrutiny of motor vehicle dealers and auto lending, particularly with respect to antidiscrimination and deception concerns related to the prices of and fees charged in connection with automobile financing, including add-on products such as guaranteed asset protection (“GAP”) and service contracts. In addition, California has recently enacted a law governing the sale, offering and administration of GAP in connection with retail installment contracts. Furthermore, in July 2023, the New York Department of Financial Services issued a letter to regulated automobile lenders and servicers reminding them to credit certain rebates to consumers for ancillary products when automobiles are repossessed or declared a total loss. Also, on June 23, 2022, the FTC issued a proposed rule that would (i) prohibit motor vehicle dealers from making certain misrepresentations in the course of selling, leasing, or arranging financing for motor vehicles, (ii) require accurate pricing disclosures in dealers’ advertising and sales discussions, (iii) require dealers to obtain consumers’ express, informed consent for charges, (iv) prohibit the sale of any add-on product or service that confers no benefit to the consumer, and (v) require dealers to keep records of advertisements and customer transactions. At this stage, it is unknown whether a final rule will be issued, the exact requirements of any final rule if issued or if any final rule would have a broader potential impact on auto lending practices.

In October 2020, the CFPB issued a final rule governing the activities of third-party debt collectors. While the final rule did not address first-party debt collectors, the CFPB has previously indicated that it would address this activity in a later rule. It is unclear what effect, if any, this final rule or subsequent changes would have on the receivables or the servicer’s practices, procedures and other servicing activities relating to the receivables in ways that could reduce the associated recoveries.

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The CFPB has successfully asserted the power to investigate and bring enforcement actions directly against securitization vehicles. On December 13, 2021, in an action brought by the CFPB, the U.S. District Court for the District of Delaware denied a motion to dismiss filed by a securitization trust by holding that the trust is a “covered person” under the Dodd-Frank Act because it engages in the servicing of loans, even if through servicers and subservicers. CFPB v. Nat’l Collegiate Master Student Loan Trust, No. 1:17-cv-1323-SB (D. Del.). On February 11, 2022, the district court granted the defendant trusts’ motion to certify that order for an immediate interlocutory appeal and stayed the case pending resolution of any appeal. On April 29, 2022, the Third Circuit Court of Appeals granted the defendant trusts’ petition for an interlocutory appeal and the oral arguments related to this appeal occurred on May 17, 2023. On March 19, 2024 the Third Circuit Court of Appeals issued its decision on this interlocutory appeal holding that the defendant trusts are “covered persons” under the Dodd-Frank Act. Therefore, the CFPB and state attorneys general and state regulators, who have independent authority to enforce the Dodd-Frank Act, may rely on this decision as precedent in the future in investigating and bringing enforcement actions against other trusts, including the issuing entity. On May 3, 2024, the defendant trusts filed a petition for rehearing en banc with the Third Circuit Court of Appeals.

On March 19, 2024 the Third Circuit Court of Appeals issued its decision on this interlocutory appeal holding that the defendant trusts are “covered persons” under the Dodd-Frank Act. Therefore, the CFPB and state attorneys general, who have independent authority to enforce the Dodd-Frank Act, may rely on this decision as precedent in the future in investigating and bringing enforcement actions against other trusts, including the issuing entity.

In February 2022, the CFPB also issued a compliance bulletin stating its position that automobile loan holders and servicers are responsible for ensuring that their repossession-related practices, and the practices of their service providers, do not violate applicable law, and the CFPB also described its intention to hold loan holders and servicers liable for unfair, deceptive, or abusive acts or practices related to the repossession of automobiles. In its Supervisory Highlights for Spring and Fall of 2022, the CFPB also identified certain auto loan servicing concerns, including the failure to ensure customers received add-on product refunds after events such as repossession or early payoff of the account. Recently, the CFPB entered into a consent order with a large national bank, related to, among other things, the determination that such large national bank engaged in unfair auto loan servicing acts and practices by incorrectly applying consumer payments, charging borrowers incorrect fees, interest or other amounts, wrongly repossessing borrowers’ automobiles and failing to ensure consumers received refunds for certain premiums the consumers paid dealers at origination relating to retail installment contracts purchased by such large national bank. In particular, the consent order stated that such large national bank did not ensure that unearned GAP contract premiums were refunded to all borrowers who paid off their accounts early. It is possible that the CFPB may bring enforcement actions against securitization trusts holding automobile retail installment sale contracts, such as the issuing entity, and servicers in the future.

Further, changes to the regulatory framework in which NMAC operates, including, for example, laws or regulations enacted to regulate commercial financing services offered to small and medium size businesses, to protect the privacy of individuals (which may include those associated with commercial transactions), to address the potential impacts of climate change (including laws which may adversely impact the auto industry in particular as a result of efforts to mitigate the factors contributing to climate change), or laws, regulations, executive orders or other guidance enacted in response to the COVID-19 pandemic, increased inflation or a recession or period of economic contraction or volatility could have a significant impact on the servicer, the sponsor, the depositor or the issuing entity and could adversely affect the timing and amount of payments on your notes.

Bankruptcy of NMAC or the depositor could result in delays in payments or losses on your notes.

If NMAC or the depositor were to become subject to bankruptcy proceedings, you could experience losses or delays in the payments on your notes. NMAC will sell the receivables to the depositor, and the depositor will in turn transfer the receivables to the issuing entity. However, if NMAC or the depositor were to become subject to a bankruptcy proceeding, the court in the bankruptcy proceeding could conclude that NMAC or the depositor still owns the receivables by concluding that the sale to the depositor or the issuing entity was not a “true sale” or, in the case of a bankruptcy of NMAC, that the depositor or the issuing entity should be consolidated with NMAC for bankruptcy purposes. If a court were to reach this conclusion, you could experience losses or delays in payments on the notes as a result of, among other things:

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1. the “automatic stay,” which generally prevents creditors from exercising remedies against a debtor in bankruptcy without permission from the court and provisions of the U.S. Bankruptcy Code that permit substitution for collateral in limited circumstances;

2. tax or government liens on NMAC’s or the depositor’s property (that arose prior to the transfer of a receivable to the issuing entity) having a prior claim on collections before the collections are used to make payments on your notes; and

3. the issuing entity not having a perfected security interest in (a) one or more of the financed vehicles securing the receivables or (b) any cash collections held by NMAC at the time NMAC becomes the subject of a bankruptcy proceeding.

The depositor will take steps in structuring the transactions described in this prospectus to minimize the risk that a court would consolidate the depositor with NMAC for bankruptcy purposes or conclude that the sale of receivables to the depositor or the issuing entity was not a “true sale.” See “Material Legal Aspects of the Receivables—Material Bankruptcy Considerations” in this prospectus.

You may suffer losses on your notes if the servicer holds collections and commingles them with its own funds.

So long as NMAC is the servicer, if each condition to making monthly deposits described under “Description of the Transfer and Servicing Agreements—Collections” is satisfied, NMAC, as the servicer, may retain all payments on receivables received from obligors and all proceeds of receivables collected during a collection period until the business day preceding the related distribution date. Currently, NMAC does not satisfy these conditions. For any period of time during which NMAC does satisfy these conditions, the servicer must deposit into the collection account all payments on receivables received from obligors and all proceeds of receivables collected during the related collection period. Before these amounts are required to be deposited into the collection account, the servicer may invest such amounts at its own risk and for its own benefit and need not segregate such amounts from its own funds. If the servicer is unable to pay these amounts to the issuing entity on a distribution date, you might incur a loss on your notes.

You may experience delays or reduction in payments on your notes following a servicer replacement event and replacement of the servicer.

Upon the occurrence of a servicer replacement event, the indenture trustee may or, at the direction of holders of notes evidencing not less than a majority of the outstanding principal amount of the notes [of the controlling class], will terminate the servicer. It may be expensive to transfer servicing to a successor servicer and a successor servicer may not be able to service the receivables with the same degree of skill as the servicer. In addition, during the pendency of any servicing transfer or for some time thereafter, obligors may delay making their monthly payments or may inadvertently continue making payments to the predecessor servicer, potentially resulting in losses or delays in payments on the notes. Delays in payments on the notes and possible reductions in the amount of such payments could occur with respect to any cash collections held by the servicer at the time that the servicer becomes the subject of a bankruptcy or similar proceeding.

Because the servicing fee is structured as a percentage of the principal balance of the receivables, the fee the servicer receives each month will be reduced as the size of the pool of receivables decreases over time. At some point, the amount of the servicing fee payable to the servicer may be considered insufficient by a potential replacement servicer and it may be difficult to find a replacement servicer. Consequently, the time it takes to effect the transfer of servicing to a replacement servicer or the inability to locate a replacement servicer may result in the disruption of normal servicing activities, increased delinquencies and defaults on the receivables and delays or reductions in payments on your notes.

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RISKS RELATED TO THE ISSUANCE OF MULTIPLE CLASSES OF NOTES[, AN UNKNOWN ALLOCATION OF NOTES] OR RETENTION OF NOTES.

Payment priorities increase risk of loss or delay in payment to certain notes.

Based on the priorities described under “Distributions on the Notes—Priority of Payments” in this prospectus, classes of notes that receive principal payments before other classes will be repaid more rapidly than the other classes of notes. In addition, because principal of each class of notes will be paid sequentially (so long as no event of default and acceleration of the notes has occurred), classes of notes that have higher (i.e., 2 being higher than 1) sequential numerical class designations [or later (i.e., B being later than A) sequential alphabetical class designations] will be outstanding longer and therefore will be exposed to the risk of losses on the receivables during periods after other classes of notes have received most or all amounts payable on their notes, and after which a disproportionate amount of credit enhancement may have been applied and not replenished.

Because of the priority of payment on the notes, the yields of the Class A-2 notes, the Class A-3 notes[,] [[and] the Class A-4 notes][ and the Class B notes] will be relatively more sensitive to losses on the receivables and the timing of those losses than the Class A-1 notes. Accordingly, the Class A-2 notes will be relatively more sensitive to losses on the receivables and the timing of those losses than the Class A-1 notes; [and] the Class A-3 notes will be relatively more sensitive to losses on the receivables and the timing of those losses than the Class A-1 notes and the Class A-2 notes[; [and] the Class A-4 notes will be relatively more sensitive to losses on the receivables and the timing of those losses than the Class A-1 notes, the Class A-2 notes and the Class A-3 notes][; and the Class B notes will be relatively more sensitive to losses on the receivables and the timing of those losses than the Class A-1 notes, the Class A-2 notes, the Class A-3 notes and the Class A-4 notes]. If the actual rate and amount of losses exceed your expectations, and if amounts in the reserve account are insufficient to cover the resulting shortfalls, the yield to maturity on your notes may be lower than anticipated, and you could suffer a loss.

Classes of notes that receive payments earlier than expected are exposed to greater reinvestment risk, and classes of notes that receive principal later than expected are exposed to greater risk of loss. In either case, the yields on your notes could be materially and adversely affected.

The market value, liquidity and voting power of your notes may be adversely impacted by retention of the notes by the depositor or its affiliates [or by the unknown aggregate initial principal amount of the notes [and the unknown allocation of the Class A-2 notes] [and the unknown allocation between the Class A-3 notes and the Class A-4 notes.]

Some or all of one or more classes of notes may be retained by the depositor or conveyed to an affiliate of the depositor. Accordingly, the market for such a retained class of notes may be less liquid than would otherwise be the case. In addition, if any retained notes are subsequently sold in the secondary market, demand for and market price for notes of that class already in the market could be adversely affected and the voting power of the noteholders of the outstanding notes may be diluted.

[Whether the issuing entity will issue notes with an aggregate initial principal amount of $[________] or $[________] is not expected to be known until the day of pricing. NMAC will make the determination regarding the aggregate initial principal amount of the notes based on, among other considerations, market conditions at the time of pricing. The size of a class of notes may affect liquidity of that class, with smaller classes being less liquid than a larger class may be. In addition, if your class of notes is larger than you expected, then you will hold a smaller percentage of that class of notes and the voting power of your notes will be diluted.]

Because the aggregate amount of Class A-2 notes is fixed as set forth on the cover of this prospectus, the division of the aggregate Class A-2 principal amount between the Class A-2a notes and the Class A-2b notes may result in the Class A-2b notes not being issued or being issued in only a small principal amount, which may reduce the liquidity of such class of notes.]

[The allocation of the principal amount between the Class A-3 notes and the Class A-4 notes may not be known until the day of pricing and may result in any of a number of possible allocation scenarios, and we cannot predict with certainty what portion of the principal amount of the notes will be allocated to the Class A-3 notes and what portion of the principal amount of the notes will be allocated to the Class A-4 notes, although the principal amount of the Class A-3 notes and the Class A-4 notes will equal $[•] in the aggregate.

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In addition, because the aggregate amount of Class A-3 notes and Class A-4 notes is predetermined, the division between the Class A-3 notes and the Class A-4 notes may result in one of such classes being issued in only a very small principal amount, which may reduce the liquidity of such class of notes.]

There may be a conflict of interest among classes of notes or among noteholders generally.

As described elsewhere in this prospectus, the holders of the most senior class of notes then outstanding will make certain decisions with regard to treatment of defaults by the servicer, acceleration of payments on the notes following an event of a default under the indenture and certain other matters, such as a sale of the collateral after an event of default under some circumstances. Because the holders of more senior classes of note will have different interests than holders of more junior classes of notes when it comes to these matters, you may find that courses of action determined by other noteholders do not reflect your interests but that you are nonetheless bound by the decisions of these other noteholders.]

Additionally, investors in one or more classes of notes, directly or through affiliates, may have business relationships with the sponsor, the depositor, the servicer or their affiliates. For example, an investor may provide services to, or obtain services from, the sponsor, the depositor, the servicer or their affiliates, and any of such parties may be a creditor of the others through a financing or other contractual relationship, which may include the sharing of material information regarding the sponsor, the depositor, the servicer or their affiliates that is not disclosed in this prospectus. Consequently, the interests of such an investor may conflict with the interests of other noteholders (for example, in connection with the determination of whether to consent to a reallocation of the related financed vehicles or to terminate and replace the servicer following a servicer replacement event).

RISKS RELATED TO CERTAIN FEATURES OF THE NOTES AND FINANCIAL MARKET DISRUPTIONS

A reduction, withdrawal or qualification of the ratings on your notes, or the issuance of unsolicited ratings on your notes or a potential rating agency conflict of interest and regulatory scrutiny of the rating agencies, could adversely affect the market value of your notes and/or limit your ability to resell your notes.

The ratings on the notes are not recommendations to purchase, hold or sell the notes and do not address market value or investor suitability. The ratings reflect each hired rating agency’s assessment of the creditworthiness of the receivables, the credit enhancement on the notes and the likelihood of repayment of the notes. There can be no assurance that the receivables and/or the notes will perform as expected or that the ratings will not be reduced, withdrawn or qualified in the future as a result of a change of circumstances, deterioration in the performance of the receivables, errors in analysis or otherwise. None of the depositor, the sponsor or any of their affiliates will have any obligation to replace or supplement any credit enhancement or to take any other action to maintain any ratings on the notes. If the ratings on your notes are reduced, withdrawn or qualified, it could adversely affect the market value of your notes and/or limit your ability to resell your notes.

The sponsor has hired two rating agencies and will pay them a fee to assign ratings on the notes. The sponsor has not hired any other nationally recognized statistical rating organization, or “NRSRO,” to assign ratings on the notes and is not aware that any other NRSRO has assigned ratings on the notes. However, under SEC rules, information provided to a hired rating agency for the purpose of assigning or monitoring the ratings on the notes is required to be made available to each NRSRO in order to make it possible for such non-hired NRSROs to assign unsolicited ratings on the notes. An unsolicited rating could be assigned at any time, including prior to the closing date, and none of the depositor, the sponsor, the underwriters or any of their affiliates will have any obligation to inform you of any unsolicited ratings assigned after the date of this prospectus. NRSROs, including the hired rating agencies, have different methodologies, criteria, models and requirements. If any non-hired NRSRO assigns an unsolicited rating on the notes, there can be no assurance that such rating will not be lower than the ratings provided by the hired rating agencies, which could adversely affect the market value of your notes and/or limit your ability to resell your notes. In addition, if the sponsor fails to make available to the non-hired NRSROs any information provided to any hired rating agency for the purpose of assigning or monitoring the ratings on the notes, a hired rating agency could withdraw its ratings on the notes, which could adversely affect the market value of your notes and/or limit your ability to resell your notes. Potential investors in the notes are urged to make their own evaluation of the creditworthiness of the receivables and the credit enhancement on the notes, and not to rely solely on the ratings on the notes.

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Further, we note that a rating agency may have a conflict of interest where, as is the case with the ratings of the notes by the hired rating agencies, the sponsor or the issuing entity of a security pays the fee charged by the hired rating agency for its rating services. The perceived conflict of interest may have an adverse effect on the market value of your notes and the ability to resell your notes.

Prepayments, repurchases or early termination of the issuing entity may affect the weighted average life of, and your return on, the notes.

You may receive payment of principal of your notes earlier or later than you expected which may adversely impact your ability to reinvest the principal paid to you at a rate of return that is equal to or greater than the rate of return on your notes. The notes are not a suitable investment for you if you require a regular or predictable schedule of payments.

The sponsor will be required to repurchase receivables from the issuing entity if there is a breach of the representations and warranties relating to those receivables that materially and adversely affects the interests of the noteholders or certificateholders in such receivables. NMAC, as the servicer, also will be required to purchase receivables from the issuing entity if it breaches certain of its servicing obligations with respect to those receivables. Additionally, the servicer may refinance any receivable and deposit the outstanding principal balance of such receivable into the collection account. The servicer also will be entitled to purchase all remaining receivables from the issuing entity once the outstanding aggregate principal balance of the receivables declines to 5% or less of the original aggregate principal balance of the receivables on the cut-off date.

The receivables may be prepaid, in full or in part, either voluntarily, including as a result of marketing programs introduced by NMAC or due to concerns arising from a vehicle recall (regardless of whether the related financed vehicle was affected by the recall), or as a result of defaults, theft of or damage to the related vehicle or for other reasons. If an obligor on a simple interest contract makes a payment on the contract ahead of schedule, the additional payment will be treated as a principal prepayment and applied to reduce the principal balance of the related contract and the obligor will generally not be required to make any scheduled payments during the period for which it has paid ahead. During this prepaid period, interest will continue to accrue on the principal balance of the contract, as reduced by the application of the additional payment, but the obligor’s contract would not be considered delinquent. Furthermore, when the obligor resumes his required payments, the payments so paid may be insufficient to cover the interest that has accrued since the last payment by the obligor. This situation will continue until the regularly scheduled payments are once again sufficient to cover all accrued interest and to reduce the principal balance of the contract.

The weighted average life of the notes will generally be shortened if the issuing entity applies principal prepayments on the receivables to the outstanding principal amount of the notes. However, depending on the length of time during which a prepaid simple interest contract is not amortizing as described above, the weighted average life of the notes may be extended.

The rate of prepayments on the receivables may be influenced by a variety of economic, social and other factors in addition to those described above, including the recent COVID-19 outbreak. For data regarding prepayment experience in NMAC’s prior securitized pools of receivables, see “Static Pool Information Regarding Certain Previous Securitizations—Prepayment Speeds.” However, NMAC cannot predict the actual prepayment rates for the receivables transferred to the issuing entity on the closing date, and NMAC’s historical prepayment experience does not reflect circumstances similar to the current global outbreak of COVID-19. You will bear all reinvestment risk resulting from prepayments on the receivables and the corresponding acceleration of payments on the notes.

The final payment of each class of notes is expected to occur prior to its final scheduled distribution date because of the prepayment and purchase considerations described above. If sufficient funds are not available to pay any class of notes in full on its final scheduled distribution date, an event of default will occur and final payment of that class of notes may occur later than that date.

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Financial market disruptions and the absence of a secondary market for the notes may make it difficult for you to sell your notes and/or obtain your desired price.

The issuing entity will not list the notes on any securities exchange. Therefore, in order to sell your notes, you must first locate a willing purchaser. The absence of a secondary market for the notes could limit your ability to resell them. Currently, no secondary market exists for the notes, and a secondary market may not develop. The underwriters intend to make a secondary market for the notes by offering to buy the notes from investors that wish to sell. However, the underwriters are not obligated to offer to buy the notes and may stop making offers at any time. In addition, the initial purchasers and other broker and dealers may be unable, unwilling or restricted from making a market in, or publishing quotations on, the offered notes due to regulatory requirements or otherwise. Further, the underwriters’ offered prices, if any, may not reflect prices that other potential purchasers would be willing to pay were they given the opportunity. In addition, having the notes in book-entry form may reduce their liquidity in the secondary market because certain potential investors may be unwilling to purchase securities for which they cannot obtain physical notes.

Additionally, events in the domestic and global financial markets (including potential instability and volatility as a result of the exit of the UK from the European Union (the “EU”)) could affect the performance or market value of your notes and your ability to sell your notes in the secondary market. Recent and continuing events in such markets have caused, and may continue to cause, a significant reduction in liquidity in the secondary market for asset-backed securities. Such illiquidity can have a severely adverse effect on the prices of securities that are especially sensitive to prepayment, credit or interest rate risk, such as the notes. As a result, you may not be able to sell your notes when you want to do so or you may not be able to obtain the price that you wish to receive.

Non-U.S. Holders investing in notes could be treated as engaged in a U.S. trade or business for U.S. federal income tax purposes on account of their own activities.

As discussed herein, the notes are treated by the applicable parties as debt for U.S. federal income tax purposes. For a Non-U.S. Holder, certain activities undertaken or performed in the United States (including in certain circumstances through agents) could constitute engaging in a U.S. trade or business (within the meaning of Section 864 of the Internal Revenue Code), which for a Non-U.S. Holder may give rise to income that is effectively connected with the conduct of such a U.S. trade or business and is subject to federal and state net income taxation (and requires the filing of tax returns with the United States). These activities could include the lending of money, origination of loans and financing, or extension of credit. The determination of whether a person is engaged in a U.S. trade or business is based on a highly factual analysis that takes into account all facts and circumstances. There is no direct guidance provided as to which activities constitute being engaged in a trade or business and it is not certain how a court would construe the existing indirect authorities. Furthermore, the precise contours of the so-called “securities safe harbor” under Section 864(b)(2) of the Internal Revenue Code is similarly unclear. Therefore, prospective investors are urged to consult their own tax advisors to determine their treatment under these rules in respect to an investment in a note.

[RISKS RELATING TO THE ENTRY INTO AN INTEREST RATE [CAP][SWAP] AGREEMENT]

[The rating of a [cap provider] [swap counterparty] could have an adverse effect on the ratings of the notes.]

[If the issuing entity enters into [the] interest rate [cap][swap] agreement, the hired rating agencies will consider the provisions of the interest rate [cap][swap] agreement, and the rating of the [cap provider][swap counterparty] in rating the notes. If a rating agency downgrades the debt rating of the [cap provider][swap counterparty], it is also likely to downgrade the rating of the notes. Any downgrade in the rating of the notes could have severe adverse consequences on their liquidity or market value.

To provide some protection against the adverse consequences of a downgrade, the [cap provider][swap counterparty] may be permitted, but generally not required, to take the following actions if the rating agencies reduce its debt ratings below certain levels:

1. assign the interest rate [cap][swap] agreement to another party;

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2. obtain a replacement interest rate [cap][swap] agreement, as applicable, on substantially the same terms as the interest rate [cap][swap] agreement; or

3. establish any other arrangement satisfactory to the rating agencies.

Any interest rate [cap][swap] involves a high degree of risk. The issuing entity will be exposed to this risk should it enter into the interest rate [cap][swap] agreement. For this reason, only investors capable of understanding these risks should invest in the notes. See “The Notes—Interest Rate [Cap][Swap] Agreement(s)” in this prospectus.]

[The interest rate cap agreement(s) could increase the risks of delays, reductions and/or accelerations in the payments of interest on and principal of the notes.]

The amounts available to the issuing entity to pay interest on and principal of all classes of the notes depend in part on the operation of the interest rate cap agreement(s) and the performance by the cap provider of its obligations under the interest rate cap agreement(s). The ratings of all the notes take into account the provisions of the interest rate cap agreement(s) and the ratings currently assigned to the cap provider.

During those periods in which [SOFR-based rate] is substantially greater than the cap rate of [•]%, the issuing entity will be more dependent on receiving payments from the cap provider in order to make payments on the notes. If the cap provider fails to pay the amounts due under the interest rate cap agreement(s), the amount of credit enhancement available in the current or any future period may be reduced and you may experience delays and/or reductions in the interest on and principal of your notes.

A downgrade, suspension or withdrawal of any rating of the cap provider by a hired rating agency may result in the downgrade, suspension or withdrawal of the ratings assigned by that hired rating agency to any class (or all classes) of notes. Investors should make their own determinations as to the likelihood of performance by the cap provider of its obligations under the interest rate cap agreement. A downgrade, suspension or withdrawal of the rating assigned by a hired rating agency to a class of notes would likely have adverse consequences on the liquidity or market value of those notes.

Certain events (including some that are not within the control of the issuing entity or the cap provider) may cause the termination of the interest rate cap agreement. Certain of these events will not cause a termination of the interest rate cap agreement unless a majority of holders of notes vote to instruct the indenture trustee (as assignee of the rights of the owner trustee) to terminate the interest rate cap agreement. The holders of any class of notes may not have sufficient voting interests to cause or to prevent a termination of the interest rate cap agreement. In an early termination, a termination payment may be due to the issuing entity. The amount of any termination payment will be based on the market value of the interest rate cap agreement. Any termination payment could, if market interest rates and other conditions have changed materially, be substantial. If the cap provider fails to make a termination payment owed to the issuing entity, the issuing entity may not be able to enter into a replacement interest rate cap agreement and to the extent the interest rates on the Class A-2b Notes exceed the fixed rate the issuing entity had been required to pay the cap provider under the interest rate cap agreement, the amount available to pay interest on and principal of the notes will be reduced.

In addition, if the notes are accelerated after the interest rate cap agreement terminates, the indenture trustee may under certain circumstances liquidate the assets of the issuing entity. Liquidation would likely accelerate payment of all notes that are then outstanding. If a liquidation occurs close to the date when any class otherwise would have been paid in full, repayment of that class might be delayed while liquidation of the assets is occurring. The issuing entity cannot predict the length of time that will be required for liquidation of the assets of the issuing entity to be completed. Additionally, liquidation proceeds may not be sufficient to repay the notes in full. Even if liquidation proceeds are sufficient to repay the notes in full, any liquidation that causes the principal of a class of notes to be paid before the related final scheduled distribution date will involve prepayment risks.

The proceeds of any liquidation of the assets of the issuing entity may be insufficient to pay in full all accrued interest on and principal of each outstanding class of notes. In addition, termination of the interest rate cap agreement may under certain circumstances constitute an event of default under the indenture. If this occurs and the notes are accelerated, the priority of payments of all notes will change from pro rata payments of interest [(other than with respect to the Class B Notes, which receive payments of interest subsequent to all other classes)] followed

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by sequential payments of principal to pro rata payments of interest [(other than with respect to the Class B Notes, which receive payments of interest subsequent to all other classes)] followed by payments of principal of the Class A-1 Notes first, followed by pro rata payment of principal of the Class A-2 Notes [(pro rata among the Class A-2a Notes and the Class A-2b Notes, if applicable)][,] [and] the Class A-3 Notes[, and the Class A-4 Notes][, followed by payments of principal of the Class B Notes]. As a result, a class of notes with an earlier maturity may absorb a smaller amount of losses than a class of notes with a later maturity.]

[Risks of delays, reductions and/or accelerations in the payments of interest on and principal of the notes associated with the interest rate swap agreement(s).]

A downgrade or suspension of any rating of the swap counterparty by a rating agency may result in the downgrade, suspension or withdrawal of the ratings assigned by that rating agency to any class (or all classes) of notes. Investors should make their own determinations as to the likelihood of performance by the swap counterparty of its obligations under the interest rate swap agreement. A downgrade, suspension or withdrawal of the rating assigned by a rating agency to a class of notes would likely have adverse consequences on the liquidity or market value of those notes. An event of default under the indenture may result in payments on your notes being accelerated. The swap counterparty’s right to receive a net swap payment will be higher in priority than all payments on the notes. If a net swap payment is due to the swap counterparty on a distribution date and there are insufficient collections on the receivables and insufficient funds on deposit in the reserve account to make payments of interest on and principal of the notes, you may experience delays and/or reductions in the interest on and principal payments of your notes.

As more fully described in this prospectus in “The Notes —Interest Rate Swap Agreement(s),” an interest rate swap agreement, if any, generally may not be terminated except upon failure of either party to the interest rate swap agreement to make payments when due; a bankruptcy of either party to the interest rate swap agreement or other insolvency events with respect to the swap counterparty, illegality; failure of the swap counterparty to provide financial information as required by Regulation AB or to post eligible collateral or assign the interest rate swap agreement to an eligible counterparty if it is unable to provide that financial information, certain tax or merger events that affect the swap counterparty’s creditworthiness or ability to make payments, or any other breach of the interest rate swap agreement on the part of the swap counterparty; a material misrepresentation by the swap counterparty in the interest rate swap agreement; or failure of the swap counterparty to obtain a guarantee, post collateral, assign the interest rate swap agreement to an eligible counterparty or take other remedial action if the swap counterparty’s credit ratings drop below the levels required by the interest rate swap agreement. In any early termination, a termination payment may be due to the issuing entity or to the swap counterparty and such termination payment could be substantial.

If the swap counterparty, if any, fails to make a termination payment owed to the issuing entity under an interest rate swap agreement, if any, the amount available to pay principal of and interest on the notes will be reduced.

If an interest rate swap agreement is terminated and collections on the receivables and funds on deposit in the reserve account are insufficient to make payments of interest on and principal of your notes, you may experience delays and/or reductions in the interest on and principal of your notes.]

[RISKS RELATED TO THE ISSUANCE OF A FLOATING RATE CLASS OF NOTES AND THE UNCERTAINTY OF SOFR.]

[SOFR is a relatively new reference rate, which could have an adverse effect on the floating rate notes.]

[If issued, the Class A-2b notes will accrue interest at a floating rate based on the Benchmark Rate plus a spread. The initial Benchmark Rate will be [SOFR-based rate].

SOFR is published by the Federal Reserve Bank of New York, or the “FRBNY”, and is intended to be a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities. The FRBNY states on its publication page for SOFR that the use of SOFR is subject to important limitations and disclaimers, including that the FRBNY may alter the methods of calculation, publication schedule, rate revision practices or availability of SOFR at any time without notice.

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Because SOFR is published by the FRBNY based on data received from other sources and depends on interrelated economic, financial and political considerations, the issuing entity has no control over its determination, calculation or publication. The activities of the FRBNY may directly affect prevailing SOFR rates in ways the issuing entity is unable to predict. SOFR is a relatively new interest rate index and may not become widely established in the market or could eventually be eliminated. The issuing entity cannot assure that SOFR will not be discontinued or fundamentally altered in a manner that is materially adverse to the interests of holders in the Class A-2b notes. Potential investors should not rely on any historical changes or trends in SOFR as an indicator of future changes or trends in SOFR. If the manner in which SOFR is calculated is changed or if SOFR is discontinued, that change or discontinuance may result in a reduction of the amount of interest payable on and the trading prices of the Class A-2b notes.

As an overnight rate, SOFR may be subject to increased volatility relative to other interest rate benchmarks. Additionally, if SOFR is not published on any day, the Class A-2b notes will bear interest at a rate based on SOFR published on the first preceding day for which such rate was published. This previously published rate would be an overnight rate that would remain in effect until the next day on which SOFR is published. As such, this rate may not reflect then-current market conditions, or the rate that would apply to investments where interest is set for a longer term. For more information on how SOFR is determined, you should read “The Notes—Calculation of Floating Rate Interest” in this prospectus.

Because SOFR is a relatively new market index, the Class A-2b notes may not have an established trading market when issued, and an established trading market may not develop or may not provide significant liquidity. The secondary market for, and the market value of, the Class A-2b notes will be affected by a number of factors, including the manner in which SOFR is determined, calculated and published, the development of SOFR-based market conventions, broad acceptance of SOFR in the capital markets, the anticipated and actual level and direction of interest rates, the variable rate of interest payable on the Class A-2b notes, potential volatility of SOFR, the time remaining to the maturity of Class A-2b notes, the principal balance of the Class A-2b notes and the availability of comparable instruments. Market terms for the Class A-2b notes, such as the spread over the rate reflected in interest rate provisions, may evolve over time, and trading prices of the Class A-2b notes may be lower than those of later-issued notes with interest rates based on SOFR as a result. Similarly, if SOFR does not become widely adopted for securities like the Class A-2b notes, the trading prices of the Class A-2b notes may be lower than those of securities like the notes linked to indices that are more widely used. Investors in the Class A-2b notes may not be able to sell the Class A-2b notes at all or may not be able to sell the Class A-2b notes at prices that will provide them with a yield comparable to similar investments that have a developed secondary market, and may consequently experience increased pricing volatility and market risk.

Due to the emerging and developing adoption of SOFR as an interest rate index, investors who desire to obtain financing for their Class A-2b notes may have difficulty obtaining any credit or credit with satisfactory interest rates, which may result in lower leveraged yields and lower secondary market prices upon the sale of the Class A-2b notes.

The FRBNY began to publish SOFR in April 2018. Although the FRBNY has also published historical indicative SOFR going back to 2014, such prepublication historical data inherently involves assumptions, estimates and approximations. Investors should therefore not rely on any historical changes or trends in SOFR as an indicator of the future performance of SOFR during the term of the Class A-2b notes. Historical interest rates are not necessarily indicative of future interest rates and actual interest rates may be lower than anticipated.]

[Negative benchmark rates may reduce the rate of interest on the Class A-2b notes to 0.00%.]

[If any Class A-2b notes are issued, the interest rate on the Class A-2b notes initially will be based on the [SOFR-based rate] plus a spread. Decreases in SOFR (or any alternative benchmark adopted by the sponsor) will decrease the interest rate and the amount of interest payable on the Class A-2b notes. If the sum of [SOFR-based rate] (or the alternative benchmark adopted by the sponsor) plus the applicable spread set forth on the cover page of this prospectus is less than 0.00% for any accrual period, then the interest rate for the Class A-2b notes for such interest period will be deemed to be 0.00%.]

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[The issuing entity may issue floating rate notes, but the issuing entity will not enter into any interest rate swaps and you may suffer losses on your notes if interest rates rise.]

[The receivables in the receivables pool will bear interest at a fixed rate, while the floating rate notes, if any, will bear interest at a floating rate, initially, based on the Benchmark Rate plus an applicable spread. Even though the issuing entity may issue floating rate notes, it will not enter into any interest rate swaps or interest rate caps in connection with the issuance of the notes.

If the interest rate payable on the Class A-2b notes increases due to an increase in the Benchmark Rate to the point where the amount of interest and principal due on the notes, together with other fees and expenses payable by the issuing entity, exceeds the amount of collections and other funds available to the issuing entity to make such payments, the issuing entity may not have sufficient funds to make payments on the notes. If the issuing entity does not have sufficient funds to make such payments, you may experience delays or reductions in the interest and principal payments on your notes.

If market interest rates rise or other conditions change materially after the issuance of the notes and certificates, you may experience delays or reductions in interest and principal payments on your notes. The issuing entity will make payments on the floating rate notes out of its generally available funds – not solely from funds that are dedicated to the floating rate notes. Therefore, an increase in interest rates would reduce the amounts available for distribution to holders of all notes, not just the holders of the floating rate notes, and a decrease in interest rates would increase the amounts available to the holders of all notes.]

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THE ISSUING ENTITY

General

The “issuing entity,” Nissan Auto Receivables 20[•]-[•] Owner Trust, is a Delaware statutory trust and will be governed by the amended and restated trust agreement to be dated as of the closing date (the “Trust Agreement”), between Nissan Auto Receivables Company II LLC (“NARC II”), as depositor (the “depositor”), and [______], as owner trustee (the “owner trustee”). The issuing entity will issue the notes pursuant to an indenture, to be dated as of the closing date (the “Indenture”), between the issuing entity and [______], as indenture trustee (the “indenture trustee”). The issuing entity will not engage in any activity other than as duly authorized in accordance with the terms of the Basic Documents. On the closing date, the authorized purposes of the issuing entity will be limited to:

1. acquiring, holding and managing the receivables and the other assets of the issuing entity and proceeds therefrom;

2. issuing the notes and the certificates;

[3. entering into and performing its obligations under any interest rate protection agreement or agreements, including any confirmations evidencing the transactions thereunder, each of which is an interest rate swap, an interest rate cap, an obligation to enter into any of the foregoing or any combination of any of the foregoing (including the Interest Rate [Cap][Swap] Agreement(s));]

4. making payments on the notes and the certificates;

5. entering into and performing its obligations under each Basic Document to which it is a party;

6. subject to compliance with the Basic Documents, [including, if applicable, entering into one or more Interest Rate [Cap] [Swap] Agreement(s),] engaging in such other activities as may be required in connection with conservation of the issuing entity’s property and the making of distributions to the [swap counterparty and the] holders of the notes and certificates; and

7. engaging in other activities that are necessary, suitable or convenient to accomplish the foregoing or are incidental to or connected with those activities.

The term “Basic Documents” refers collectively to the Indenture, the Trust Agreement, the Purchase Agreement, the Certificate of Trust, the Sale and Servicing Agreement, the Administration Agreement, the asset representations review agreement, the Securities Account Control Agreement, [each Interest Rate [Cap] [Swap] Agreement, if any,] and the other documents and certificates to be delivered in connection with this transaction.

The issuing entity will issue (a) the Class A-1 notes, the Class A-2 notes [(which may consist of the Class A-2a notes and/or the Class A-2b notes)][,][and] the Class A-3 notes[,] [[and] the Class A-4 notes] [and the Class B notes] (collectively, the “notes”) and (b) certificates (the “certificates”), which represent 100% of the undivided beneficial interest in the issuing entity. The issuing entity will exchange the notes and the certificates for the receivables and certain other assets from the depositor pursuant to the Sale and Servicing Agreement among the issuing entity, the servicer, the depositor and the indenture trustee (the “Sale and Servicing Agreement”). The notes that will be received by the depositor in exchange for the receivables, other than notes, if any, retained by the depositor or conveyed to affiliates of the depositor (the “retained notes”), are being offered hereby. The certificates will initially be held by the depositor but may be transferred by the depositor on or after the closing date.

Nissan Motor Acceptance Company LLC (“NMAC”) will be appointed to act as the servicer of the receivables (in that capacity, the “servicer”). The servicer will service the receivables pursuant to the Sale and Servicing Agreement and will be compensated for those services as described under “Description of the Transfer and Servicing Agreements —Compensation for Servicer and Administrator” in this prospectus.

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Notes owned by the issuing entity, the depositor, the servicer and their respective affiliates will be entitled to all benefits afforded to the notes except that they generally will not be deemed outstanding for the purpose of making requests, demands, authorizations, directions, notices, consents or other actions under the Basic Documents unless the issuing entity, the depositor, the servicer or any of their respective affiliates, either individually or collectively, constitute all the owners of all the notes outstanding.

The issuing entity’s principal office is in [•], in care of [•], as owner trustee, at the address set forth below under “The Owner Trustee and the Indenture Trustee” in this prospectus. The fiscal year of the issuing entity begins on [•] of each year.

The depositor, on behalf of the issuing entity, will file with the Securities and Exchange Commission (the “SEC”) periodic reports of the issuing entity required to be filed with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC thereunder. For more information on where you can obtain a copy of these and other reports, you should refer to “Reports to Noteholders” in this prospectus.

Capitalization and Liabilities of the Issuing Entity

The expected capitalization and liabilities of the issuing entity as of the closing date will be as follows:

Capitalization
Receivables (Adjusted Pool Balance)	$		[•]
Reserve Account – Initial Balance(1)	$		[•]
[Pre-Funding Account – Initial Balance]	$		[•]
YSOC Amount	$		[•]
Total	$		[•]

⁽¹⁾ [This amount may be adjusted upwards.] To be an amount not less than 0.25% of the adjusted pool balance as of the cut-off date.

Liabilities
Class A-1 notes		$		[•]
Class A-2[a] notes	}	$		[•]
[Class A-2b notes]
Class A-3 notes		$		[•]
Class A-4 notes		$		[•]
[Class B notes]		$		[•]
Total(1)		$		[•]

⁽¹⁾ The depositor or an affiliate thereof may retain all or a portion of one or more classes of notes.

Property of the Issuing Entity

After giving effect to the transactions described in this prospectus, the property of the issuing entity will include:

1. the receivables (including all related receivables files);

2. the Collection Account, [the pre-funding account] and the Reserve Account and funds on deposit therein;

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3. security interests in the Financed Vehicles and any related property;

4. amounts due or collected under the receivables after the close of business on [•] [•], 20[•] (the [initial] “cut-off date”) [and for the receivables sold to the issuing entity on a funding date is the date specified in the notice relating to that funding date, which we refer to as the “subsequent cut-off date”];

5. the rights to proceeds from claims on physical damage, credit, life and disability insurance policies covering the Financed Vehicles or the obligors;

6. NMAC’s right to receive payments from Dealers pursuant to repurchase by the Dealers of receivables which do not meet specified representations made by the Dealers;

7. the rights of the depositor under the Purchase Agreement;

8. the rights of the issuing entity under [the Interest Rate [Cap] [Swap] Agreement(s),] the Sale and Servicing Agreement and the Administration Agreement;

9. the right of NMAC to realize upon any property (including the right to receive future net liquidation proceeds) that secures a receivable;

10. the right of NMAC to rebates of premiums and other amounts relating to insurance policies and other items financed under the receivables in effect as of the cut-off date; and

11. all proceeds of the foregoing.

The Collection Account and the Reserve Account will initially be established with and maintained by [___] as the account bank (the “account bank”) and will be subject to a securities account control agreement, to be dated as of the closing date (the “Securities Account Control Agreement”), between the account bank, the issuing entity, the servicer and the indenture trustee [and, if applicable, the swap counterparty to secure payments on the Notes under the Interest Rate Swap Agreement(s), if any].

Holders of the notes and certificates will be dependent on payments made on the receivables and proceeds received in connection with the sale or other disposition of the related Financed Vehicles for payments on the notes and certificates. Pursuant to the Purchase Agreement, NMAC will sell and assign to the depositor, without recourse, its entire interest in the receivables, including the security interest in the Financed Vehicles. On the closing date, the depositor will transfer and assign to the issuing entity, without recourse, pursuant to the Sale and Servicing Agreement, its entire interest in the receivables, including the security interests in the Financed Vehicles. See “Material Legal Aspects of the Receivables—Security Interests” in this prospectus.

THE OWNER TRUSTEE AND THE INDENTURE TRUSTEE

The Owner Trustee

[•], the owner trustee, is a [•]. [Insert disclosure about owner trustee required under Items 1109, 1117 and 1119 of Regulation AB.]

The fees and expenses and indemnity payments of the owner trustee due pursuant to the Trust Agreement will be paid by the administrator under the Administration Agreement. To the extent these fees and expenses and indemnity payments, as applicable, are unpaid for at least 60 days, they will be payable out of Available Amounts as described in “Distributions on the Notes—Priority of Payments” and “Distributions on the Notes—Post-Acceleration Priority of Payments” in this prospectus.

For a description of the roles and responsibilities of the owner trustee, see “Description of the Trust Agreement” in this prospectus.

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The Indenture Trustee

[•], a [•], will act as indenture trustee under the Indenture. [Insert disclosure about indenture trustee required under Items 1109, 1117 and 1119 of Regulation AB.]

At all times, the indenture trustee or its parent must have a long-term debt rating of [“BBB-” or better by Fitch Ratings, Inc.[,] [and]] [“Baa3” or better by Moody’s Investors Service, Inc. [and]] [“BBB” or better by S&P Global Ratings], or otherwise acceptable to each of the Rating Agencies. The indenture trustee must at all times satisfy all applicable requirements of the Trust Indenture Act of 1939 (the “TIA”), and in addition, have a combined capital and surplus of at least $50,000,000 (as set forth in its most recently published annual report of condition).

The indenture trustee’s liability in connection with the issuance and sale of the notes is limited solely to the express obligations of the indenture trustee set forth in the Indenture. The indenture trustee may resign at any time with 30 days prior written notice, in which event the servicer, or its successor, will be obligated to appoint a successor thereto. Noteholders representing at least a majority of the outstanding principal amount of the notes may remove the indenture trustee at any time with 30 days prior written notice to the indenture trustee and the owner trustee and appoint a successor. The administrator of the issuing entity may also remove the indenture trustee with 30 days prior written notice if the indenture trustee becomes insolvent or bankrupt, becomes subject to a receiver that takes charge of it or its property, ceases to be eligible to continue in that capacity under the Indenture, or otherwise becomes legally or practically incapable of fulfilling its duties under the Indenture. In those circumstances, the servicer will be obligated to appoint a successor thereto. Any resignation or removal of the indenture trustee and appointment of a successor trustee will not become effective until acceptance of the appointment by the successor.

NMAC, the depositor and their respective affiliates may maintain normal commercial banking relationships with the indenture trustee and its affiliates.

The fees and expenses and indemnity payments of the indenture trustee and the calculation agent, as applicable, due pursuant to the Indenture will be paid by the administrator under the Administration Agreement. To the extent these fees and expenses and indemnity payments, as applicable, are unpaid for at least 60 days, they will be payable out of Available Amounts as described in “Distributions on the Notes—Priority of Payments” and “Distributions on the Notes—Post-Acceleration Priority of Payments” in this prospectus.

For a description of the roles and responsibilities of the indenture trustee, see “Description of the Indenture.”

THE DEPOSITOR

NARC II, the depositor, is a wholly-owned subsidiary of NMAC and was incorporated in the State of Delaware on November 9, 2000. The depositor was converted from a Delaware corporation to a Delaware limited liability company on April 1, 2021. The depositor was formed to purchase, accept capital contributions of or otherwise acquire motor vehicle retail installment sale contracts and motor vehicle loans; to own, hold, service, sell, assign, transfer, pledge, grant security interests in or otherwise exercise ownership rights with respect to receivables; to issue and sell, directly or indirectly, one or more securities; to enter into and deliver any agreement which may be required or advisable to effect the administration or servicing of receivables or the issuance and sale of any securities, and to perform its obligations under each agreement to which it is a party; to establish any reserve account, spread account or other credit enhancement for the benefit of any securities issued by an issuer and to loan, transfer or otherwise invest any proceeds from receivables; to enter into any interest rate or basic swap, cap, floor or

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collar agreements, currency exchange agreements or similar hedging transactions relating to any receivables or for the benefit of any security issued by an issuer; to prepare and file registration statements related to securities and any required filings or reports; and prepare prospectuses relating to notes to be offered and sold. The depositor’s limited liability company agreement limits the activities of the depositor to the foregoing purposes and to any activities incidental to and necessary for these purposes.

Since its formation in November 2000, NARC II has been the depositor in each of NMAC’s retail securitization transactions, and has not participated in or been a party to any other financing transactions. For more information regarding NMAC’s retail securitization program, you should refer to “The Sponsor—Securitization” in this prospectus.

On the closing date, the depositor will convey the receivables to the issuing entity in exchange for the notes and certificates. The depositor will then sell the notes to the underwriters pursuant to an underwriting agreement.

The depositor initially will retain [all] [[•]%] of the certificates. As the holder of certificates, the depositor will have various rights and obligations under the Trust Agreement, including the right to direct the owner trustee (i) to remove the administrator of the issuing entity, and (ii) to appoint a successor administrator upon resignation and removal of the administrator of the issuing entity. Notwithstanding the foregoing, the rights of any holder of the certificates to take any action affecting the issuing entity’s property will be subject to the rights of the indenture trustee under the Indenture. For more information regarding the rights and obligations of the depositor upon the initial issuance of the notes, you should refer to “Description of the Trust Agreement” in this prospectus.

The principal executive office of NARC II is located at One Nissan Way, Room 5-124, Franklin, Tennessee 37067 and its telephone number is (615) 725-1121.

THE SPONSOR

General

NMAC was incorporated in the state of California in November 1981 and began operations in February 1982. NMAC was converted from a California corporation to a Delaware limited liability company on April 1, 2021. NMAC is a wholly owned subsidiary of Nissan North America, Inc. (“NNA”), the primary distributor of Nissan and Infiniti vehicles in the United States and the District of Columbia. NNA is a direct wholly owned subsidiary of NML, which is a worldwide manufacturer and distributor of motor vehicles and industrial equipment.

NMAC provides indirect retail automobile and light-duty truck sale and lease financing by purchasing retail installment contracts and leases from Dealers in all 50 states of the United States and the District of Columbia. NMAC also provides direct wholesale financing to many of those Dealers.

The principal executive office of NMAC is located at One Nissan Way, Franklin, Tennessee 37067. NMAC also has a centralized operations center in Irving, Texas that performs underwriting, servicing and collection activities. Certain back office operations, including finance, accounting, legal and human resources, have been reorganized as functional departments under NNA. NMAC’s primary telephone number is (214) 596-4000.

NMAC is an indirect wholly-owned subsidiary of NML. Although NML is not guaranteeing the issuing entity’s obligations under the notes, NML’s financial condition may affect NMAC’s ability to service the receivables. See “Risk Factors—Risks related to the servicer and other transaction parties—Adverse events with respect to NMAC, its affiliates or a third-party service provider may adversely affect the timing or amount of payments on your notes or may reduce the market value and/or liquidity of your notes” in this prospectus.

Securitization

Since 2000, one of the primary funding sources for NMAC has been the packaging and sale of retail installment contracts, loans and leases through asset-backed securitization transactions (each, an “Asset-Backed Securitization”). These retail installment contracts, loans and leases are purchased by NMAC from Dealers or are loans made by or on behalf of NMAC to Dealers. NMAC generally holds these loans and leases for an interim period prior to transferring them in connection with an Asset-Backed Securitization transaction. During this interim period, NMAC’s financing needs are met, in part, through the use of warehouse finance facilities. These warehouse finance facilities are provided by a number of financial institutions and provide liquidity to fund NMAC’s acquisition of retail installment contracts, loans and leases. These warehouse facilities are sometimes structured as secured revolving loan facilities.

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A significant portion of NMAC’s assets are sold in Asset-Backed Securitization transactions, although the assets remain on NMAC’s balance sheet. These assets support payments on the Asset-Backed Securitization securities and are not available to NMAC’s creditors generally. At [•] [•], 20[•], NMAC had approximately $[•] billion, or [•]% of its consolidated assets, pledged in connection with Asset-Backed Securitization transactions. NMAC expects that Asset-Backed Securitization debt offerings will continue to be a material funding source for NMAC. No public securitizations sponsored by NMAC have defaulted or experienced an early amortization triggering event in any material respect.

NMAC’s auto loan Asset-Backed Securitization program was first established and utilized for the Nissan Auto Receivables 1986-A Grantor Trust transaction. For more information regarding NMAC’s experience with respect to its entire portfolio of retail installment contracts for new, near-new and used automobiles and light-duty trucks, you should refer to “Prepayments, Delinquencies, Repossessions and Net Credit Losses,” “Appendix A—Static Pool Information Regarding Certain Previous Securitizations” and “Appendix B—Historical Pool Performance” in this prospectus.

Credit Risk Retention

Pursuant to Regulation RR, NMAC, as sponsor, is required to retain an economic interest in the credit risk of the receivables, either directly or through a majority-owned affiliate. NMAC intends to satisfy this obligation through the retention by the depositor, its wholly-owned affiliate, of [a combination of] an [“eligible vertical interest”] [and an] [“eligible horizontal residual interest”] [and] [the establishment of an “eligible horizontal cash reserve account” pledged by the issuing entity to the indenture trustee for the benefit of the noteholders and the issuing entity] in an [aggregate] amount equal to at least 5%, as of the closing date, of [the fair value of] all of the notes and certificates issued by the issuing entity.

[Retained vertical interest: The eligible vertical interest retained by the depositor will consist of at least [•]% of each class of notes and certificates issued by the issuing entity, though the depositor may retain more than [•]% of one or more classes of notes or of the certificates. The material terms of the notes are described in this prospectus under “The Notes,” and the material terms of the certificates are described in this prospectus under “The Certificates.”

In accordance with Regulation RR, if the amount of the eligible vertical interest retained by the depositor at closing is materially different from the amount described above, within a reasonable time after the closing date we will disclose that material difference. This disclosure will be [made on Form 8-K filed under the CIK number of the depositor][included in the first Form 10-D filed by the depositor after the closing date].

[Retained horizontal interest: The eligible horizontal residual interest retained by the depositor will consist of the issuing entity’s certificates. NMAC expects such certificates to have a fair value of [between] approximately [$[•] and] $[•], which is [between] approximately [[•]% and] [•]% of the fair value of all of the notes and certificates issued by the issuing entity.

NMAC determined the fair value of the notes and the issuing entity’s certificates in accordance with the fair value assessment described in the FASB Accounting Standards Codification 820, Fair Value Measurements and Disclosures (“ASC 820”), under generally accepted accounting principles. Under ASC 820, fair value of the notes and the certificates generally would be the price that would be received by the seller in a sale of the notes and certificates, respectively, in an orderly transaction between unaffiliated market participants. Under the ASC 820, buyers and sellers are both assumed to be knowledgeable and possess a reasonable understanding of the asset using all available information. Additionally, both the buyer and the seller are assumed to be able and willing to transact without an external force specifically compelling them to do so. For example, forced sales, forced liquidations and distress sales are not considered to be “orderly transactions.”

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ASC 820 establishes a fair value hierarchy with the following three levels, where Level 1 is the highest priority because it is the most objective and Level 3 is the lowest priority because it is the most subjective:

• Level 1: fair value is calculated using observable inputs that reflect quoted prices for identical assets or liabilities in active markets;

• Level 2: fair value is calculated using inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly; and

• Level 3: fair value is calculated using unobservable inputs, such as the sponsor’s data.

NMAC believes that the fair value of the notes should be categorized within Level 2 of the fair value hierarchy assessment, reflecting the use of inputs derived from prices for similar instruments. NMAC believes that the issuing entity’s certificates should be categorized within Level 3 of the fair value hierarchy assessment, reflecting the use of data not observable in the market and reflecting NMAC’s judgment regarding the assumptions market participants would use in pricing the certificates in a hypothetical sale.

The fair value of each class of notes is assumed to be approximately equal to the initial principal amount set forth for such class on the front cover of this prospectus, or par[, which for the Class A-2a notes is assumed to be $[•] and for the Class A-2b notes is assumed to be $[•]] [and][, which for the Class A-3 notes is assumed to be $[•] and for the Class A-4 notes is assumed to be $[•]]. This reflects the expectation that the final interest rates of the notes will be consistent with the interest rate assumptions below:

Class	Range of Assumed Interest Rates
Class A-1	[•]% - [•]%
Class A-2[a]	[•]% - [•]%
[Class A-2b	[Benchmark Rate] + [•]% - [Benchmark Rate] + [•]%]
Class A-3	[•]% - [•]%
[Class A-4	[•]% - [•]%]
[Class B	[•]% - [•]%]

These interest rates are estimated based on recent pricing of asset-backed notes issued in similar securitization transactions and market-based expectations for interest rates and credit risk [given the collateral and credit enhancement][for publicly registered asset-backed notes secured by motor vehicle receivables in similar transactions].

To calculate the fair value of the issuing entity’s certificates, NMAC used a discounted cash flow method, which is calculated using the forecasted cash flows payable to the holders of the certificates and discounts the value of those cash flows to a present value using a rate intended to reflect a hypothetical market yield. NMAC used an internal model to project future interest payments and principal payments on the receivables to be transferred to the issuing entity, the interest and principal payments on each class of notes, the servicing fee, [net payments due under the interest rate swap agreement(s)] and [deposits necessary to fund the reserve account to an amount equal to the Specified Reserve Account Balance]. The forecasted cash flow model assumes that the administrator (and not the issuing entity) will pay the indenture trustee, calculation agent, owner trustee and asset representations reviewer fees and expenses. The resulting net cash flows to the certificateholder are discounted to their present value using an expected market yield which takes into account the first loss exposure of the certificate cash flows and the credit risk of the receivables.

In connection with the discounted cash flow calculation described above and after considering NMAC’s actual historical performance of its previous securitized portfolios of retail installment contracts (see “Static Pool Information” below), prepayment, delinquency and loss assumptions used in structuring the notes, the composition of the receivables pool to be transferred to the issuing entity, trends in used vehicle values, general macroeconomic conditions and other factors discussed below, NMAC made the assumptions described under “Weighted Average Life of the Notes” (other than [•] thereunder) as well as the following additional assumptions:

• [the receivables in the pool had an aggregate principal balance of $[•] as of the statistical cut-off date and an aggregate principal balance of $[•] as of the cut-off date;]

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• [the initial amount of overcollateralization is $[•] and the balance in the Reserve Account on each distribution date is $[•];]

• the Class A-1 notes [and the Class A-2b notes] will be paid interest at the applicable “Range of Assumed Interest Rates” described above on the basis of the actual number of days in an interest accrual period and a 360-day year;

• the Class A-2[a] notes[,] [and] Class A-3 notes[,] [[and] Class A-4 notes] [and Class B notes] will be paid interest at the applicable “Range of Assumed Interest Rates” described above on the basis of a 360-day year consisting of twelve 30-day months;

• [the interest payments on the Class A-2b notes, [are determined based on the Benchmark Rate published by the FRBNY as of [•], 20[•]][the Benchmark Rate is assumed to reset consistent with forward rate curve as of [•] [•], 20[•]];]

• interest and principal payments on the receivables are calculated using the hypothetical pools and related pool characteristics described under “Weighted Average Life of the Notes”;

• [during the revolving period, all amount otherwise available to make principal payments on the notes will be applied to purchase additional receivables from the depositor;]

• the receivables prepay in full at a [•]% ABS rate based on amortization arising from both prepayments and losses, where “ABS” means the “Absolute Prepayment Model,” which represents an assumed rate of prepayment each month relative to the original number of receivables in a pool of receivables monthly; this assumption used to calculate the fair value of the certificates is one of the various prepayment scenarios presented in the ABS Tables set forth in “Weighted Average Life of the Notes;”

• cumulative net losses on the receivables from the cut-off date through the optional purchase of the issuing entity’s property by the servicer, equal approximately [•]% as a percentage of the aggregate initial principal balance of the receivables as of the cut-off date;

• a default timing curve that assumes that [•]% of defaults occur in the first year after the cut-off date, [•]% of defaults occur in the second year after the cut-off date, [•]% of defaults occur in the third year after the cut-off date and [•]% of defaults occur in the fourth year after the cut-off date;

• the servicer [exercises its option to purchase the issuing entity’s property (other than the Reserve Account) at the earliest time such option may be exercised][does not exercise its option to purchase the issuing entity’s property];

• the amount on deposit in the Reserve Account is released to the certificateholder on the distribution date on which the notes are paid in full; and

• projected cash flows to the certificateholder are discounted at [•]% (which reflects an expected market yield derived using qualitative factors which take into account the first loss exposure of the certificate cash flows and credit risk of the receivables, the rate of return that we estimate third-party investors would require to purchase residual interests similar to the certificates, and the current economic environment).

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NMAC developed the discount rate, cumulative net losses on the receivables and default timing curve based on the following additional factors:

• Discount rate— due to the lack of an actively traded market in residual interests similar to the issuing entity’s certificates, this rate reflects a determination by NMAC and the depositor based on, among other items, discount rate assumptions for securitization transactions with similarly-structured residual interests and qualitative factors that consider the subordinate nature of the first-loss exposure.

• Cumulative net losses; default timing curve— the cumulative net loss assumption and the shape of the default timing curve reflect a determination by NMAC and the depositor based on, among other items, the composition of the pool, experience with similar receivables underwritten by NMAC, and the expected cumulative net loss rates as determined by the hired Rating Agencies. Default and recovery rate estimates are included in the cumulative net loss assumption.

Based upon the foregoing inputs and assumptions, the fair value of the issuing entity’s certificates is expected to be [between] approximately [$[•] and] $[•], which is [between] approximately [[•]% and] [•]% of the aggregate fair value of the notes and the certificates on the closing date. NMAC believes that the inputs and assumptions that could have a material impact on the fair value calculation, or that would be material to an evaluation of NMAC’s fair value calculation, are described above. A differing opinion regarding the appropriate inputs and assumptions could materially change the determination of the fair value of the certificates. Further, the actual characteristics of the receivables to be transferred to the issuing entity on the closing date differ from the assumptions described above (for example, the use of hypothetical pools rather than the individual characteristics of each receivable) and the actual performance of the receivables is likely to differ from the assumed performance (such as the actual timing and amount of net losses on the receivables). Consequently, the present value of the projected cash flows on the certificates is expected to vary somewhat from the discounted actual cash flows on the certificates[, and you should not assume that the fair value of the issuing entity’s certificates will be equal to or greater than the present value of the actual cash flows on the certificates.

NMAC will recalculate the fair value of the notes and the issuing entity’s certificates following the closing date to reflect the issuance of the notes and any material changes in the methodology or inputs and assumptions described above. The fair value of the certificates, as a percentage of the sum of the fair value of the notes and the certificates and as a dollar amount, in each case, as of the closing date, will be included in the first Form 10-D filed by the depositor after the closing date, together with a description of any material changes in the method or inputs and assumptions used to calculate the fair value of the notes and the issuing entity’s certificates.]

As described under “Distributions on the Notes—Priority of Payments” and “ —Post-Acceleration Priority of Payments” below, payments to holders of the issuing entity’s certificates on any distribution date are subordinated to all payments of principal and interest on the notes by, and other expenses of, the issuing entity. In accordance with the requirements for an “eligible horizontal residual interest” under Regulation RR, on any distribution date on which the issuing entity has insufficient funds to make all of the distributions described under “Distributions on the Notes—Priority of Payments,” any resulting shortfall will, through operation of the priority of payments, reduce amounts payable to the holders of the certificates prior to any reduction in the amounts payable for interest on, or principal of, any class of notes. The material terms of the notes are described in this prospectus under “The Notes,” and the other material terms of the certificates are described in this prospectus under “The Certificates.”]

The depositor does not intend to transfer or hedge the portion of the retained economic interest that is intended to satisfy the requirements of Regulation RR except as permitted under Regulation RR. [The depositor may transfer all or a portion of [the eligible vertical interest] [and] [the eligible horizontal residual interest] to another majority-owned affiliate of NMAC [on or] after the closing date.]

[Insert disclosure required by Items 1104(g), 1108(e) or 1110(a)(3) of any hedges materially related to the credit risk of the securities.]

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THE SERVICER

NMAC will be the servicer. NMAC has been servicing motor vehicle receivables for over two decades. NMAC offers indirect automotive consumer loan and lease financing and direct dealer financing through (and to) Dealers in the United States. As used herein, “Dealer” means Nissan- and Infiniti-branded dealers and, in limited circumstances, other dealers not affiliated with Nissan- or Infiniti-branded dealers that operate dealerships franchised by other manufacturers. NMAC is the servicer for all of the loans and leases that it finances. For a description of the servicing procedures NMAC will utilize in servicing the receivables, see “The Receivables—Servicing of the Receivables” in this prospectus. Although NMAC may be replaced or removed as servicer upon the occurrence of certain events, including the occurrence of a servicer default (as defined under the applicable Basic Documents), NMAC generally expects to service the loans and leases financed in an asset-backed securitization for the life of that transaction. The servicer may not resign from its obligations and duties with respect to the receivables under the Sale and Servicing Agreement unless it determines that the duties thereunder are no longer permissible under applicable law. For more information regarding the circumstances under which NMAC may be replaced or removed or may resign as servicer of the receivables, you should refer to “Description of the Transfer and Servicing Agreements—Servicer Resignation and Termination” in this prospectus.

THE ORIGINATOR

NMAC is responsible for originating the receivables included in the transaction described in this prospectus. NMAC offers indirect automotive consumer loan and lease financing and direct dealer financing through (and to) Dealers.

The following chart provides, respectively, market penetration information regarding NMAC’s entire portfolio of retail installment contracts for new, near-new and used automobiles and light-duty trucks purchased in the United States and NMAC’s total revenues from retail installment contracts for the fiscal years ended March 31, 20[•], 20[•], 20[•], 20[•] and 20[•]; and for the [•] months ended [•] [•], 20[•] and 20[•].

Overview of NMAC Retail Installment Contract Financing Operations

For the [•] Months Ended [•][•],

For the Twelve Months Ended March 31,

20[•]

20[•]

20[•]

20[•]

20[•]

20[•]

20[•]

Number of retail installment contracts purchased by NMAC(1)

[

•]

[

•]

[

•]

[

•]

[

•]

[

•]

[

•]

Revenues(2)

$

[

•]

$

[

•]

$

[

•]

$

[

•]

$

[

•]

$

[

•]

$

[

•]

⁽¹⁾  Includes receivables originated by NMAC, including its Infiniti Financial Services division, in the United States only.

⁽²⁾  Dollars in millions. Includes receivables originated in the United States and Mexico.

NMAC primarily purchases retail installment contracts for new, near-new, used and certified pre-owned vehicles from Nissan-and Infiniti-branded Dealers. A used vehicle is defined as any pre-owned Nissan or Infiniti vehicles four to seven model years old, and other makes of pre-owned vehicles up to seven model years old. Certified pre-owned vehicles are Nissan or Infiniti vehicles, and in some cases non-branded vehicles, which have been inspected by Dealers and meet published standards. Retail installment contracts that are purchased are required to comply with NMAC’s underwriting standards, which emphasize, among other factors, the applicant’s willingness and ability to pay the value of the vehicle to be financed and other requirements under existing agreements between NMAC and the Dealers. After purchasing the financing contracts, NMAC has responsibility for contract administration and collection. See “The Receivables—Underwriting Procedures” in this prospectus.

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The retail installment contracts NMAC acquires from the Dealers are assigned to NMAC. NMAC also takes steps under the relevant laws of the state in which the related Financed Vehicle is located to perfect its security interest, including, where applicable, having a notation of NMAC’s lien recorded on the related certificate of title and, where permitted by law, obtaining possession of that certificate of title. As a result, NMAC has the right to repossess the assets if customers fail to meet contractual obligations as well as the right to enforce collection actions against the obligors under the contracts. Upon default and after repossession, NMAC sells the vehicles through auctions. Substantially all of NMAC’s retail financing receivables are non-recourse to the Dealers, which relieves the Dealers from financial responsibility in the event of repossession. The Dealer is responsible for properly submitting the title application. If NMAC discovers that the Dealer did not record NMAC’s lien on the title, NMAC has the right to reassign that contract back to the Dealer.

THE ASSET REPRESENTATIONS REVIEWER

[•], a [•], has been appointed as asset representations reviewer (the “asset representations reviewer”) pursuant to an agreement (the “asset representations review agreement”) among the sponsor, the servicer and the asset representations reviewer. [Insert description of the extent to which the asset representations reviewer has had prior experience serving as an asset representations reviewer for asset-backed securities transactions involving motor vehicle receivables.]

The asset representations reviewer is not affiliated with the sponsor, the servicer, the indenture trustee, the calculation agent, the owner trustee or any of their affiliates, nor has the asset representations reviewer been hired by the sponsor or an underwriter to perform pre-closing due diligence work on the receivables. The asset representations reviewer may not resign unless (a) the asset representations reviewer is merged into or becomes an affiliate of the sponsor, the servicer, the indenture trustee, the calculation agent, the owner trustee or any person hired by the sponsor or any underwriter to perform pre-closing due diligence work on the receivables, (b) the asset representations reviewer no longer meets the eligibility requirements of the asset representations review agreement or (c) upon a determination that the performance of its duties under the asset representations review agreement is no longer permissible under applicable law. Upon the occurrence of one of the foregoing events, the asset representations reviewer will promptly resign and the sponsor will appoint a successor asset representations reviewer. Further, the indenture trustee, at the direction of noteholders evidencing a majority of the voting interests of the notes, will terminate the rights and obligations of the asset representations reviewer upon the occurrence of one of the following events:

[• the asset representations reviewer becomes affiliated with (i) the sponsor, the depositor, the servicer, the indenture trustee, the calculation agent, the owner trustee or any of their affiliates or (ii) a Person that was engaged by the sponsor or any underwriter to perform any due diligence on the receivables prior to the closing date;

• the asset representations reviewer breaches any of its representations, warranties, covenants or obligations in the asset representations review agreement; or

• an insolvency event with respect to the asset representations reviewer occurs.]

Upon a termination of the asset representations reviewer, the sponsor will appoint a successor asset representations reviewer. The asset representations reviewer will pay the reasonable expenses associated with the resignation or removal of the asset representations reviewer and the appointment of a successor asset representations reviewer.

The asset representations reviewer will be responsible for reviewing the Subject Receivables (as defined under “Description of the Transfer and Servicing Agreements—Asset Representations Review” below) for compliance with the representations and warranties made by the sponsor and the depositor on the receivables if the conditions described below under “Description of the Transfer and Servicing Agreements—Asset Representations

46

Review” are satisfied. Under the asset representations review agreement, the asset representations reviewer will be entitled to be paid the fees and expenses set forth under “Description of the Transfer and Servicing Agreements—Asset Representations Review—Fees and Expenses for Asset Review” below. The asset representations reviewer is required to perform only those duties specifically required of it under the asset representations review agreement, as described under “Description of the Transfer and Servicing Agreements—Asset Representations Review” below. The asset representations reviewer is not liable for any action taken, or not taken, in good faith under the asset representations review agreement, or for errors in judgment. However, the asset representations reviewer will be liable for its willful misfeasance, bad faith, breach of agreement or negligence in performing its obligations. The sponsor will indemnify the asset representations reviewer against any and all loss, liability or expense (including reasonable attorneys’ fees) incurred by it in connection with the administration of the asset representations review agreement and the performance of its duties thereunder, other than any such loss, liability or expense incurred by the asset representations reviewer through the asset representations reviewer’s own bad faith, willful misfeasance or negligence in performing its obligations under the asset representations review agreement or breach of the asset representations review agreement. The fees and expenses and indemnity payments of the asset representations reviewer due pursuant to the asset representations review agreement will be paid by the sponsor under the asset representations review agreement. To the extent these fees and expenses and indemnity payments are unpaid for at least 60 days, they will be payable out of Available Amounts as described in “Distributions on the Notes—Priority of Payments” and “Distributions on the Notes—Post-Acceleration Priority of Payments” in this prospectus.

[THE CAP PROVIDER] [THE SWAP COUNTERPARTY]

[•] (the “Bank”) will be the [cap provider][swap counterparty] if any floating rate notes are issued. The Bank is the principal subsidiary of [•], a [•]. The Bank is a [•] with its principal place of business located at [•].

[Insert disclosure required by Item 1115 of Regulation AB.]

Upon the occurrence of an event of default or termination event specified in each Interest Rate [Cap][Swap] Agreement, if any, the Interest Rate [Cap][Swap] Agreement may be replaced with a replacement interest rate [cap][swap] agreement as described in “The Notes—Interest Rate [Cap][Swap] Agreement(s)” in this prospectus.]

NMAC, the depositor and their respective affiliates may maintain normal commercial banking relationships with the [cap provider][swap counterparty] and its affiliates.

THE RECEIVABLES

The property of the issuing entity will generally consist of motor vehicle retail installment contracts or installment loans transferred by the depositor to the issuing entity on the closing date (the “receivables”) originated on or after [•] [•], 20[•] between the Dealers and retail purchasers (the “obligors”). The receivables were originated by Dealers in accordance with NMAC’s requirements under agreements with Dealers governing the assignment of the receivables to NMAC (the “Dealer Agreements”). The receivables evidence the indirect financing made available by NMAC to the obligors. Each receivable is a simple interest contract and provides for level monthly payments that provide interest at a specified annual percentage rate (“APR”) and fully amortizes the amount financed over an original term to maturity. The receivables are secured by new, near-new and used automobiles and light-duty trucks, together with all accessions thereto (collectively, the “Financed Vehicles”), including the all-electric Nissan LEAF. “Near-new” automobiles and light-duty trucks are pre-owned vehicles that are not greater than three model-years old as of the contract origination year. “New” vehicles may include “demonstration” vehicles, which may or may not be titled to the Dealer in some states and as such may be classified as new or used vehicles in those states.

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General

NMAC purchased the receivables pursuant to agreements between NMAC and Dealers in the ordinary course of business in accordance with NMAC’s underwriting standards described under “—Underwriting Procedures.” Each Dealer will be obligated to repurchase from NMAC those contracts that do not meet specified representations and warranties made by the Dealer. These Dealer repurchase obligations are referred to in this prospectus as “Dealer Recourse.” Those representations and warranties relate primarily to the origination of the contracts and the perfection of the security interests in the related Financed Vehicles, and do not relate to the creditworthiness of the related obligors or the collectability of those contracts. The sales by the Dealers of installment contracts to NMAC do not generally provide for recourse against the Dealers for unpaid amounts in the event of a default by an obligor, other than in connection with the breach of the aforementioned representations and warranties.

The receivables to be held by the issuing entity will be selected from those automobile and/or light-duty truck retail installment contracts in NMAC’s portfolio that meet several criteria. NMAC generally selects a pool of receivables that is a representative sample of its overall portfolio of retail installment contracts, subject to the eligibility requirements described under “Description of the Transfer and Servicing Agreements —Representations and Warranties; Remedies” in this prospectus.

All of the receivables are simple interest contracts. In general, under a simple interest contract, as payments are received they are applied first to pay accrued interest; second, to pay principal until the principal balance is brought current; and third, to reduce any unpaid late charges or associated fees as provided in the receivable. Any remaining amounts are then applied to reduce the remaining principal balance of the receivable.

Because interest accrues daily throughout each payment period, if an obligor pays the fixed monthly installment in advance of the due date, the portion of the payment allocable to interest for that payment period will be less than it would be if the payment were made on the due date. Similarly, the portion of that monthly payment allocable to principal will be correspondingly greater. Conversely, if the obligor pays the fixed monthly installment after its due date, the portion of the payment allocable to interest for that payment period will be greater than it would be if the payment were made on the due date, and the portion of the payment allocable to principal will be correspondingly smaller. Accordingly, the timing and amount of prior payments will determine the amount of the scheduled final monthly payment.

Tangible and Electronic Contracting

Following Dealer and obligor signing of a tangible contract, the Dealer sends the documentation constituting the tangible record related to the applicable receivable to an imaging center, where a third-party contractor images the documentation and transmits the image directly to the servicer’s computer systems for review by NMAC, and funding will occur if the documentation meets compliance and policy requirements. The imaged contract documents are available for use by personnel in the ordinary course of servicing the applicable receivable. Following the imaging, the original contract is shipped to a third-party document retention center that has various locations within the continental United States, which use sophisticated vaulting and security conditions and techniques including advanced fire suppression technology. The servicer may request retrieval of the original contract from the document retention center in the event of the need for re-imaging or for various servicing, re-assignment or enforcement purposes.

Approximately [•]% of the receivables in the pool described in this prospectus (by aggregate principal balance as of the [statistical] cut-off date) were originated as electronic contracts. NMAC has contracted with a third-party to facilitate the process of creating and storing those electronic contracts. The third-party’s technology system permits transmission, storage, access and administration of electronic contracts and is comprised of proprietary and third-party software, hardware, network communications equipment, lines and services, computer servers, data centers, support and maintenance services, security devices and other related technology materials that enable electronic contracting in the automobile retail industry. The third-party’s system allows for the transmission, storage, access and administration of electronic contracts. Through use of the third-party’s system, a Dealer originates electronic retail installment contracts and then transfers these electronic contracts to NMAC.

The third-party system uses a combination of technological and administrative features that are designed to: (i) designate a single copy of the record or records comprising an electronic contract as being the single authoritative copy of the receivable; (ii) manage access to and the expression of the authoritative copy; (iii) identify NMAC as the owner of record of the authoritative copy; and (iv) provide a means for transferring record ownership of, and the exclusive right of access to, the authoritative copy from the current owner of record to a successor owner of record.

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Servicing of the Receivables

Monthly statements are (1) delivered to obligors by mail, (2) provided to the obligors via their financial institution’s website, or (3) provided to the obligors on NMAC’s website. Generally, monthly payments are remitted by mail, a vendor web and phone-pay system, electronically through the customer’s bank, MoneyGram, NMAC Portal or by an automated clearing system. Mailed payments are received and processed at a lockbox. A daily payment file is submitted to NMAC electronically and posted to the customer account. The lockboxes utilize optical character recognition billing statement coupons for automated processing.

On a weekly basis, NMAC transmits a look-up file to the lockbox vendor by a secure file transmittal protocol for account number verification and check identification. Insurance checks and unidentified payments are out-sorted and placed in a web decisioning tool for NMAC’s operations center in Dallas, Texas (“NCCD”), to instruct the lockbox vendor for appropriate identification and processing. Under NMAC’s current customary servicing practices, payoffs are generally processed at NCCD with the exception of those that are sent by the customers to the lockbox. NMAC intends to change its customary servicing practices in the future to cease processing payoffs at NCCD and only process payoffs at the lockbox. Payments associated with bankruptcies and recoveries are also processed at NCCD. Payments that cannot be identified are deposited and entered into the Unidentified Payment System and a letter is mailed to the remitter requesting them to contact NCCD with the correct account number. Payments that cannot be deposited because they are damaged, blank or not signed are returned to the customer and the legacy system is documented accordingly.

Under NMAC’s current servicing policies, NMAC considers a receivable to be past due when the obligor fails to make at least 80% of a payment by the due date and delinquent when 20% or more of a scheduled payment is past due for 15 days. If a payment is delinquent, NMAC may soon thereafter attempt to initiate telephone contacts and may mail notices requesting payment. Since August 2000, NMAC has utilized behavioral based campaigns in its collection activities. The behavioral based campaigns are comprised of two areas in addressing delinquent obligors. The first assesses the risk of the delinquent obligor through a behavioral scoring algorithm. The algorithm prioritizes the obligor from high to low risk and calling campaigns are structured to target high-risk obligors. Secondly, based on the score, management determines the best strategy for collection activity. Assessing the score allows the managers to focus resources on higher risk obligors. Lower risk obligors may receive no communication from NMAC unless the delinquency becomes more severe. If the delinquent receivable cannot be brought current or completely collected within 60 days, the account will be assigned to the Late-Stage Collections and assigned to a Consumer Collections Representative until resolution (repayment, charge-off, etc.). If an account reaches approximately 75 days delinquency, NMAC generally attempts to repossess the vehicle while still trying to collect the payments. If the account reaches 120 days without being repossessed or payments received, NMAC’s general policy is to charge off that account. In certain limited circumstances, such as when the 120th day of account delinquency falls on a weekend or holiday, or when approval authority for a given charge-off is pending, or when the processing of an obligor payment that NMAC believes will make the account current is pending, the general policy of 120 day charge off may be extended by a small number of days to account for such circumstances. NMAC holds repossessed vehicles in inventory to comply with any applicable statutory requirements for reinstatement and then sells those vehicles. Any deficiencies remaining after repossession and sale of the vehicle or after the full charge-off of the receivable are pursued by or on behalf of NMAC to the extent practicable and legally permitted.

Insurance on Financed Vehicles

Each receivable requires the related obligor to maintain specific levels and types of insurance coverage to protect the Financed Vehicle against loss. NMAC requires evidence of insurance coverage by the obligors at the time of origination of the receivables, but performs no verification of continued coverage after origination. NMAC will not be obligated to make payments to the issuing entity for any loss as to which third-party insurance has not been maintained, except to the extent of its obligations under the Purchase Agreement.

49

Modifications of Receivables

On occasion, NMAC may extend the term of a receivable if the obligor requests such extension, the extension will result in the obligor’s payments under the receivable being brought current and the obligor agrees to continue to make monthly payments (each, a “Term Extension”). NMAC also grants extensions as required by state or federal law. NMAC has established authority levels for approval of Term Extensions. Under NMAC’s current customary servicing practices, and subject to the requirements of state and federal law, Term Extensions do not exceed six months in the life of the receivable. Additionally, NMAC may from time to time, in accordance with its customary servicing practices, lower the monthly payments due on a receivable without reducing the Principal Balance of the related receivable by extending the maturity of the related receivable by up to twelve months on a case-by-case basis. See “Description of the Transfer and Servicing Agreements—Modifications of Receivables” in this prospectus.

Characteristics of the Receivables

NMAC purchased the receivables from the Dealers in the ordinary course of business in accordance with NMAC’s underwriting standards. Although NMAC generally selects a pool of receivables that is a representative sample of its overall portfolio, it is possible that delinquencies or losses on the receivables could exceed those on other retail installment contracts included in NMAC’s portfolio of retail installment contracts for new, near-new and used automobiles and light-duty trucks. On or before the closing date, NMAC will sell the receivables and other assets relating thereto to the depositor. The depositor will, in turn, transfer the receivables and other assets relating thereto to the issuing entity on the closing date pursuant to the Sale and Servicing Agreement in exchange for the notes and the certificates. The notes that will be received by the depositor in exchange for the receivables are being offered by this prospectus (other than the retained notes, if any). NMAC will continue to service the receivables.

The receivables to be held by the issuing entity will be selected from those automobile and/or light-duty truck retail installment contracts in NMAC’s portfolio that meet several criteria. NMAC will make certain representations and warranties with respect to the receivables which, if breached, could result in or NMAC, being required to repurchase the related receivable. See “Description of the Transfer and Servicing Agreements —Representations and Warranties; Remedies” in this prospectus.

[The [statistical] information concerning the receivables presented throughout this prospectus is based on the receivables as of the cut-off date, [one of] which will be sold to the issuing entity on the closing date.

The receivables in the pool described in this prospectus had the following characteristics as of the close of business on the [statistical] cut-off date:

• had a contractual APR between [•]% and [•]%;

• had a remaining term to maturity of not less than [•] payments and not greater than [•] payments;

• had an original principal balance of not more than $[•] and a remaining principal balance of not less than $[•] or more than $[•]; and

• was originated on or after [•] [•], 20[•].

The receivables in the pool described in this prospectus had an aggregate principal balance of $[•] as of the [statistical] cut-off date.

[Additional receivables sold to the issuing entity during the revolving period must meet substantially similar criteria. See “—Criteria Applicable to Selection of Additional Receivables During the Revolving Period” below. However, these criteria will not ensure that each subsequent pool of additional receivables will share the exact characteristics as the initial pool of receivables. As a result, the composition of the aggregate pool of receivables will change as additional receivables are purchased by the issuing entity on each distribution date during the revolving period.]

There are no material direct or contingent claims that parties other than the secured parties under the Indenture have on any receivable.

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[Criteria Applicable to the Selection of Additional Receivables During the Revolving Period]

[The additional receivables sold to the issuing entity during the revolving period will be selected from NMAC’s portfolio based on several criteria. These criteria include the requirements that each additional receivable meet the criteria set forth under “The Receivables—Characteristics” as of the [applicable] cut-off date, and that, following the addition of the additional receivables on each subsequent cut-off date:

• had a contractual APR between [•]% and [•]%;

• had a remaining term to maturity of not less than [•] payments and not greater than [•] payments;

• had an original principal balance of not more than $[•] and a remaining principal balance of not less than $[•] or more than $[•]; and

• was originated on or after [•] [•], 20[•].

Underwriting Procedures

NMAC purchases automobile and light-duty truck retail installment contracts from Dealers located throughout the United States. These contracts are underwritten using NMAC’s standard underwriting procedures. The receivables are originated by the Dealers in accordance with NMAC’s requirements under existing Dealer Agreements and are purchased in accordance with NMAC’s underwriting procedures and other requirements, as described below. NMAC’s underwriting procedures emphasize, among other factors, the applicant’s willingness and ability to pay and the value of the vehicle to be financed.

NMAC requires that retail installment contract applications received from the Dealers be signed by the applicant. In addition, NMAC requests that the applicant provide his or her name, address, social security number, residential status, source and amount of monthly income and amount of monthly rent or mortgage payment, if applicable, in the application. NMAC uses the obligor’s monthly self-reported gross income, including any income reported by a co-obligor, on the application at origination, for purposes of calculating the obligor’s payment-to-income ratio. Upon receipt, NMAC obtains one or more credit reports from Equifax, Experian and/or TransUnion. NMAC’s credit decision is influenced by the information provided by the applicant in the application and the credit scores reflected in the credit bureau reports.

Upon receipt, retail installment contract applications are first processed through NMAC’s computer auto-decisioning system. The auto-decisioning system considers an applicant’s FICO^®2 score, as well as other credit related metrics of the loan (such as the minimum number of positive credit items or maximum level of derogatory credit items on an applicant’s credit history) when selecting applications to approve, reject or forward for review by an NMAC credit analyst. An application may be forwarded for review by an NMAC credit analyst because, for example, one or more credit-related criteria are not within certain guidance levels. After receiving the application for review, the NMAC credit analyst will evaluate the application in accordance with NMAC’s written underwriting guidelines and then either approve the application, reject the application or forward the application for review by an NMAC credit analyst with higher approval authority, depending on the circumstances and the authority level and experience of the credit analyst. Because any applications approved by credit analyst (including credit analysts with the highest approval authority) must still be within NMAC’s underwriting guidelines, NMAC does not consider any such approved applications to be exceptions to its underwriting criteria.

As of the [statistical] cut-off date, [•] receivables in the pool described in this prospectus, having an aggregate principal balance of $[•] (approximately [•]% of the aggregate principal balance of the receivables in the pool described in this prospectus as of the [statistical] cut-off date) were automatically approved by NMAC’s auto- decisioning system, while [•] receivables in the pool described in this prospectus, having an aggregate principal balance of $[•] (approximately [•]% of the aggregate principal balance of the receivables in the pool described in this prospectus as of the [statistical] cut-off date) were evaluated and approved by an NMAC credit analyst with appropriate authority in accordance with NMAC’s written underwriting guidelines. [As described in this prospectus, NMAC does not consider any of the receivables in the pool described in this prospectus to constitute exceptions to NMAC’s written underwriting guidelines.]

²  FICO^® is a federally registered trademark of Fair Isaac Corporation.

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NMAC makes its final credit decision based upon its assessment of the degree of credit risk with respect to each retail installment contract applicant. NMAC also uses a repeat customer algorithm to grant pre-approvals to existing retail installment contract customers. As discussed further under “The Receivables—Credit Scores” below, NMAC utilizes risk models developed by Fair Isaac Corporation. These FICO^® scores allow Dealers to evaluate customers’ credit quality during the hours that NMAC is not open for business.

NMAC uses risk-based pricing that includes a tiered system of interest rates and advance rates representing different ranges of credit risk. If NMAC considers an obligor to be relatively less credit-worthy (and, as a result, a greater risk), NMAC will assign the obligor a higher interest rate and a lower permissible advance rate.

Credit Scores

As of the [statistical] cut-off date, the weighted average FICO^® score of the receivables in the pool described in this prospectus[, excluding receivables for which no FICO^® score is available] (the “[Non-Zero] Weighted Average Credit Score”) is [•], with the minimum FICO^® score being [•] and the maximum FICO^® score being [•].

NMAC, like most of the auto finance industry, utilizes a generic score developed by Fair Isaac Corporation. This FICO^® score is sold through the three major credit reporting agencies, each using a different trade name for the product. NMAC purchases the automobile specific version of FICO^®. FICO^® scores are based solely on independent third-party information from the credit reporting agency. The accuracy of independent third-party information provided to the credit reporting agency cannot be verified. An applicant’s credit score is one of several factors that are used by NMAC to determine its credit decisions. FICO^® scores should not necessarily be relied upon as a meaningful predictor of the performance of the receivables. See “Risk Factors—Risks related to the characteristics, servicing and performance of the receivables—Credit scores and historical loss experience may not accurately predict the likelihood of losses on the receivables and therefore losses on your notes” in this prospectus. The table below illustrates the distribution of receivables by FICO^® Score.

No selection procedures believed to be adverse to the noteholders were utilized in selecting the receivables from qualifying retail installment contracts. The receivables were not selected on the basis of their APRs, except to ensure that each receivable’s APR fell within the range set forth under “ —Characteristics of the Receivables” above.

Distribution by FICO^® Score of the Receivables

The distribution of the receivables in the pool described in this prospectus as of the [statistical] cut-off date by FICO^® score was as follows:

Distribution by FICO® Score of the Receivables

Number of Receivables

Percentage of Total Number of Receivables (%)

[Statistical] Cut-off Date Principal Balance ($)

Percentage of Aggregate [Statistical] Cut-off Date Principal Balance (%)

651 – 700

[

•]

[

•]%

$

[

•]

[

•]%

701 – 750

[

•]

[

•]

[

•]

[

•]

751 – 800

[

•]

[

•]

[

•]

[

•]

801 – 850

[

•]

[

•]

[

•]

[

•]

851 – 900

[

•]

[

•]

[

•]

[

•]

Total(1)

[

•]

100.00

%

$

[

•]

100.00

%

⁽¹⁾  Dollar amounts and percentages may not add to the total or to 100.00%, respectively, due to rounding.

52

The receivables in the pool described in this prospectus in the aggregate possess the following characteristics as of the [statistical] cut-off date:

Aggregate Principal Balance	$[•]
Number of Receivables	[•]
Average Principal Balance	$[•]
Range of Principal Balances	$[•] to $[•]
Average Original Amount Financed	$[•]
Range of Original Amounts Financed	$[•] to $[•]
Weighted Average APR	[•]%
Range of APRs	[•]% to [•]%
Approximate Weighted Average Original Payments to Maturity	[•] payments
Range of Original Payments to Maturity	[•] payments to [•] payments
Approximate Weighted Average Remaining Payments to Maturity	[•] payments
Range of Remaining Payments to Maturity	[•] payments to [•] payments
Approximate Percentage by Principal Balance of Receivables with an Original Payment Term of [•] Months or Longer	[•]%
Approximate [Non-Zero] Weighted Average Credit Score[(1)]	[•]
Range of FICO® Scores[(1)]	[•] to [•]
Approximate [Non-Zero] Weighted Average Credit Score of Receivables with an Original Payment Term of [•] Months or Longer[(1)]	[•]
Approximate Percentage by Principal Balance of Receivables of New, Near-New and Used Vehicles(2)	[•]% (New) [•]% (Near-New) [•]% (Used)
Approximate Percentage by Principal Balance of Receivables of New, Near-New and Used Vehicles for Receivables with an Original Payment Term of [•] Months or Longer(2)	[•]% (New) [•]% (Near-New) [•]% (Used)
Approximate Percentage by Principal Balance of Receivables Financed through Nissan and Infiniti Dealers(2)	[•]% (Nissan) [•]% (Infiniti)

[⁽¹⁾  Excluding receivables for which no FICO^® score is available.]

⁽²⁾  Percentages may not add to 100.00% due to rounding.

[We have not provided delinquency, repossession and loss data on the receivables in the pool described in this prospectus, because none of the receivables in the pool described in this prospectus, as of the [statistical] cut-off date, were more than [•] days delinquent. See “Description of the Transfer and Servicing Agreements —Representations and Warranties; Remedies.”]

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Distribution by APR of the Receivables

The distribution of the receivables in the pool described in this prospectus as of the [statistical] cut-off date by APR was as follows:

Distribution by APR of the Receivables (%)

Number of Receivables

Percentage of Total Number of Receivables (%)

[Statistical] Cut-off Date Principal Balance ($)

Percentage of Aggregate [Statistical] Cut-off Date Principal Balance (%)

[Non-Zero] Weighted Average Credit Score[(2)]

0.00 – 0.49

[

•]

[

•]%

$

[

•]

[

•]%

[

•]

0.50 – 0.99

[

•]

[

•]

[

•]

[

•]

[

•]

1.00 – 1.99

[

•]

[

•]

[

•]

[

•]

[

•]

2.00 – 2.99

[

•]

[

•]

[

•]

[

•]

[

•]

3.00 – 3.99

[

•]

[

•]

[

•]

[

•]

[

•]

4.00 – 4.99

[

•]

[

•]

[

•]

[

•]

[

•]

5.00 – 5.99

[

•]

[

•]

[

•]

[

•]

[

•]

6.00 – 6.99

[

•]

[

•]

[

•]

[

•]

[

•]

7.00 – 7.99

[

•]

[

•]

[

•]

[

•]

[

•]

8.00 – 8.99

[

•]

[

•]

[

•]

[

•]

[

•]

9.00 – 9.99

[

•]

[

•]

[

•]

[

•]

[

•]

10.00 – 10.99

[

•]

[

•]

[

•]

[

•]

[

•]

11.00 – 11.99

[

•]

[

•]

[

•]

[

•]

[

•]

12.00 – 12.99

[

•]

[

•]

[

•]

[

•]

[

•]

13.00 – 13.29

[

•]

[

•]

[

•]

[

•]

[

•]

Total(1)

[

•]

100.00

%

$

[•]

100.00

%

[

•]

⁽¹⁾  Dollar amounts and percentages may not add to the total or to 100.00%, respectively, due to rounding.

[⁽²⁾  Excluding receivables for which no FICO^® Score is available.]

54

Geographic Distribution of the Receivables⁽¹⁾

The geographic distribution of the receivables in the pool described in this prospectus as of the [statistical] cut-off date was as follows:

Geographic Distribution of the Receivables

Number of Receivables

Percentage of Total Number of Receivables (%)

[Statistical] Cut-off Date Principal Balance ($)

Percentage of Aggregate [Statistical] Cut-off Date Principal Balance (%)

Alabama

[

•]

[

•]%

$

[

•]

[

•]%

Alaska

[

•]

[

•]

[

•]

[

•]

Arizona

[

•]

[

•]

[

•]

[

•]

Arkansas

[

•]

[

•]

[

•]

[

•]

California

[

•]

[

•]

[

•]

[

•]

Colorado

[

•]

[

•]

[

•]

[

•]

Connecticut

[

•]

[

•]

[

•]

[

•]

Delaware

[

•]

[

•]

[

•]

[

•]

District of Columbia

[

•]

[

•]

[

•]

[

•]

Florida

[

•]

[

•]

[

•]

[

•]

Georgia

[

•]

[

•]

[

•]

[

•]

Hawaii

[

•]

[

•]

[

•]

[

•]

Idaho

[

•]

[

•]

[

•]

[

•]

Illinois

[

•]

[

•]

[

•]

[

•]

Indiana

[

•]

[

•]

[

•]

[

•]

Iowa

[

•]

[

•]

[

•]

[

•]

Kansas

[

•]

[

•]

[

•]

[

•]

Kentucky

[

•]

[

•]

[

•]

[

•]

Louisiana

[

•]

[

•]

[

•]

[

•]

Maine

[

•]

[

•]

[

•]

[

•]

Maryland

[

•]

[

•]

[

•]

[

•]

Massachusetts

[

•]

[

•]

[

•]

[

•]

Michigan

[

•]

[

•]

[

•]

[

•]

Minnesota

[

•]

[

•]

[

•]

[

•]

Mississippi

[

•]

[

•]

[

•]

[

•]

Missouri

[

•]

[

•]

[

•]

[

•]

Montana

[

•]

[

•]

[

•]

[

•]

Nebraska

[

•]

[

•]

[

•]

[

•]

Nevada

[

•]

[

•]

[

•]

[

•]

New Hampshire

[

•]

[

•]

[

•]

[

•]

New Jersey

[

•]

[

•]

[

•]

[

•]

New Mexico

[

•]

[

•]

[

•]

[

•]

New York

[

•]

[

•]

[

•]

[

•]

North Carolina

[

•]

[

•]

[

•]

[

•]

North Dakota

[

•]

[

•]

[

•]

[

•]

Ohio

[

•]

[

•]

[

•]

[

•]

Oklahoma

[

•]

[

•]

[

•]

[

•]

Oregon

[

•]

[

•]

[

•]

[

•]

Pennsylvania

[

•]

[

•]

[

•]

[

•]

Rhode Island

[

•]

[

•]

[

•]

[

•]

South Carolina

[

•]

[

•]

[

•]

[

•]

South Dakota

[

•]

[

•]

[

•]

[

•]

Tennessee

[

•]

[

•]

[

•]

[

•]

Texas

[

•]

[

•]

[

•]

[

•]

Utah

[

•]

[

•]

[

•]

[

•]

Vermont

[

•]

[

•]

[

•]

[

•]

Virginia

[

•]

[

•]

[

•]

[

•]

Washington

[

•]

[

•]

[

•]

[

•]

West Virginia

[

•]

[

•]

[

•]

[

•]

Wisconsin

[

•]

[

•]

[

•]

[

•]

Wyoming

[

•]

[

•]

[

•]

[

•]

Other

[

•]

[

•]

[

•]

[

•]

Total(2)

[

•]

100.00

%

$

[

•]

100.00

%

⁽¹⁾  Based solely on the billing addresses of the obligors as of the [statistical] cut-off date.

⁽²⁾  Dollar amounts and percentages may not add to the total or to 100.00%, respectively, due to rounding.

55

Distribution by Model of the Receivables

The distribution of the receivables in the pool described in this prospectus as of the [statistical] cut-off date by model was as follows:

Distribution by Model of the Receivables

Number of Receivables

Percentage of Total Number of Receivables (%)

[Statistical] Cut-off Date Principal Balance ($)

Percentage of Aggregate [Statistical] Cut-off Date Principal Balance (%)

Altima

[

•]

[

•]%

$

[

•]

[

•]%

Rogue(1)

[

•]

[

•]

[

•]

[

•]

Pathfinder

[

•]

[

•]

[

•]

[

•]

Sentra

[

•]

[

•]

[

•]

[

•]

Frontier

[

•]

[

•]

[

•]

[

•]

Versa

[

•]

[

•]

[

•]

[

•]

Juke

[

•]

[

•]

[

•]

[

•]

Murano

[

•]

[

•]

[

•]

[

•]

Maxima

[

•]

[

•]

[

•]

[

•]

QX60

[

•]

[

•]

[

•]

[

•]

G37

[

•]

[

•]

[

•]

[

•]

QX80

[

•]

[

•]

[

•]

[

•]

JX35

[

•]

[

•]

[

•]

[

•]

370Z

[

•]

[

•]

[

•]

[

•]

QX56

[

•]

[

•]

[

•]

[

•]

Other

[

•]

[

•]

[

•]

[

•]

Total(2)

[

•]

100.00

%

$

[

•]

100.00

%

⁽¹⁾ “Rogue” includes both “Rogue” and “Rogue Sport” branded vehicles.

⁽²⁾  Dollar amounts and percentages may not add to the total or to 100.00%, respectively, due to rounding.

Distribution by Vehicle Type of the Receivables

The distribution of the receivables in the pool described in this prospectus as of the [statistical] cut-off date by vehicle type was as follows:

Distribution by Vehicle Type of the Receivables

Number of Receivables

Percentage of Total Number of Receivables (%)

[Statistical] Cut-off Date Principal Balance ($)

Percentage of Aggregate [Statistical] Cut-off Date Principal Balance (%)

Car

[

•]

[

•]%

$

[

•]

[

•]%

Crossover

[

•]

[

•]

[

•]

[

•]

SUV

[

•]

[

•]

[

•]

[

•]

Truck

[

•]

[

•]

[

•]

[

•]

Van

[

•]

[

•]

[

•]

[

•]

Total(1)

[

•]

100.00

%

$

[

•]

100.00

%

⁽¹⁾  Dollar amounts and percentages may not add to the total or to 100.00%, respectively, due to rounding.

56

Distribution by Original and Remaining Payments to Maturity of the Receivables

The distribution of the receivables in the pool described in this prospectus as of the [statistical] cut-off date by original payments to maturity and remaining payments to maturity was as follows:

Distribution by Original Payments to Maturity of the Receivables

Number of Receivables

Percentage of Total Number of Receivables (%)

[Statistical] Cut-off Date Principal Balance ($)

Percentage of Aggregate [Statistical] Cut-off Date Principal Balance (%)

[Non-Zero] Weighted Average Credit Score[(2)]

1 – 12

[

•]

[

•]%

$

[

•]

[

•]%

[

•]

13 – 24

[

•]

[

•]

[

•]

[

•]

[

•]

25 – 36

[

•]

[

•]

[

•]

[

•]

[

•]

37 – 48

[

•]

[

•]

[

•]

[

•]

[

•]

49 – 60

[

•]

[

•]

[

•]

[

•]

[

•]

61 – 72

[

•]

[

•]

[

•]

[

•]

[

•]

73 – 84

[

•]

[

•]

[

•]

[

•]

[

•]

Total(1)

[

•]

100.00

%

$

[

•]

100.00

%

[

•]

⁽¹⁾  Dollar amounts and percentages may not add to the total or to 100.00%, respectively, due to rounding.

[⁽²⁾  Excluding receivables for which no FICO^® Score is available.]

Distribution by Remaining Payments to Maturity of the Receivables

Number of Receivables

Percentage of Total Number of Receivables (%)

[Statistical] Cut-off Date Principal Balance ($)

Percentage of Aggregate [Statistical] Cut-off Date Principal Balance (%)

[Non-Zero] Weighted Average Credit Score[(2)]

1 – 12

[

•]

[

•]%

$

[

•]

[

•]%

[

•]

13 – 24

[

•]

[

•]

[

•]

[

•]

[

•]

25 – 36

[

•]

[

•]

[

•]

[

•]

[

•]

37 – 48

[

•]

[

•]

[

•]

[

•]

[

•]

49 – 60

[

•]

[

•]

[

•]

[

•]

[

•]

61 – 72

[

•]

[

•]

[

•]

[

•]

[

•]

Total(1)

[

•]

100.00

%

$

[

•]

100.00

%

[

•]

⁽¹⁾  Dollar amounts and percentages may not add to the total or to 100.00%, respectively, due to rounding.

[⁽²⁾  Excluding receivables for which no FICO^® Score is available.]

57

Review of Pool Assets

In connection with the offering of the notes, the depositor has performed a review of the receivables in the pool described in this prospectus and the disclosure regarding those receivables required to be included in this prospectus by Item 1111 of Regulation AB (such disclosure, the “Rule 193 Information”). This review was designed and effected to provide the depositor with reasonable assurance that the Rule 193 Information is accurate in all material respects.

As part of the review, NMAC identified the Rule 193 Information to be covered and identified the review procedures for each portion of the Rule 193 Information. Descriptions consisting of factual information were reviewed and approved by NMAC’s senior management to ensure the accuracy of such descriptions. NMAC, assisted by external counsel, also reviewed the Rule 193 Information consisting of descriptions of portions of the Basic Documents and compared that Rule 193 Information to the related Basic Documents to ensure the descriptions were accurate. Members of NMAC’s capital markets group also consulted with internal regulatory personnel and counsel, as well as external counsel, with respect to the description of the legal and regulatory provisions that may materially and adversely affect the performance of the receivables or payments on the notes.

In addition, NMAC also performed a review of the receivables in the pool described in this prospectus to confirm that those receivables satisfied the criteria described under “The Receivables—Characteristics of the Receivables” and the Eligibility Representations described under “Description of the Transfer and Servicing Agreements—Representations and Warranties; Remedies.” The first aspect of that review tested the accuracy of the individual receivables data contained in NMAC’s data tape. The data tape is an electronic record maintained by NMAC, which includes certain attributes of the receivables. NMAC ensured that a random sample of [•] receivable files, [•] of which relate to the receivables in the pool described in this prospectus, was selected to compare certain data points such as FICO^® score, APR and origination date that are shown on the data tape to the corresponding information in the applicable loan file. Of the approximately [•] aggregate data points checked with respect to the [•] receivable files, [•] discrepancies were noted. [The depositor believes that the discrepancies are immaterial differences between the loan file and the data tape and the depositor has determined that the discrepancies do not impact the statistical information contained under “The Receivables” or the asset-level data described under “The Receivables—Asset Level Information.” Additionally, the depositor believes that the discrepancy does not result in the Rule 193 Information not being accurate in all material respects.] A second aspect of that review consisted of a comparison of the statistical information contained under “The Receivables” to data in, or derived from, the data tape. Statistical information relating to the receivables in the pool described in this prospectus was recalculated using the applicable information on the data tape. In addition to this review, NMAC performs periodic internal control reviews and internal audits of various processes, including its origination and reporting system processes.

Portions of the review of legal matters and the review of statistical information were performed with the assistance of third parties engaged by the depositor. The depositor determined the nature, extent and timing of the review and the sufficiency of the assistance provided by the third parties for purposes of its review. The depositor had ultimate authority and control over, and assumes all responsibility for, the review and the findings and conclusions of the review. The depositor attributes all findings and conclusions of the review to itself.

After undertaking the review described above, the depositor has found and concluded that it has reasonable assurance that the Rule 193 Information in this prospectus is accurate in all material respects.

Asset Level Information

The issuing entity has provided asset-level information regarding the receivables in the pool described in this prospectus (the “asset-level data”) [for the [•] reporting period,] as an exhibit to a Form ABS-EE filed by the issuing entity by the date of filing of this prospectus, which is hereby incorporated by reference. The asset-level data includes each of the data points required with respect to automobile loans identified on Schedule AL to Regulation AB and generally includes, with respect to each receivable in the pool described in this prospectus [for the [•] reporting period], the related asset number, the reporting period covered, general information about the receivable, information regarding the related Financed Vehicle, information about the related obligor, information about activity on the receivable and information about modifications of the receivable since it was originated. In addition, the issuing entity will provide updated asset-level data with respect to the receivables each month as an exhibit to the monthly distribution reports filed with the SEC on Form 10-D.

58

STATIC POOL INFORMATION

“Static Pool Information Regarding Certain Previous Securitizations” in Appendix A to this prospectus, sets forth in graphic format static pool information regarding delinquencies, cumulative losses and prepayments for NMAC’s securitized portfolios of motor vehicle retail installment contracts, and also sets forth in tabular format, as of the relevant statistical cut-off date or cut-off date, certain characteristics of these retail installment contracts for the past five years. The underlying historical data used in preparing the graphs are set forth under “Historical Pool Performance” in Appendix B to this prospectus.

[Insert disclosure required by Item 1105, including appropriate introductory and explanatory information to introduce the characteristics, the methodology used in determining or calculating the characteristics and any terms or abbreviations used. Include a description of how the static pool differs from the pool underlying the securities being offered, such as the extent to which the pool underlying the securities being offered was originated with the same or differing underwriting criteria, loan terms, and risk tolerances than the static pools presented.]

Appendix A includes the following summary information for each of the securitized pools:

• original number of receivables;

• original aggregate principal balance;

• average original principal balance;

• weighted average APR;

• weighted average original payments to maturity;

• weighted average remaining payments to maturity;

• distribution of receivables by type (new, near-new and used); and

• distribution of receivables by geography, credit scores and APR.

The foregoing characteristics for the pool of receivables to be acquired by the issuing entity on the closing date will not be identical to the characteristics of any prior securitized pool, and the characteristics of each prior securitized pool vary from securitization to securitization. NMAC’s practice is to select a securitized pool from substantially all available eligible assets in its portfolio using selection procedures that were not known or intended by NMAC to be adverse to the applicable issuing entity. However, the composition of the assets in NMAC’s portfolio designated for the “NAROT” securitization transactions has changed over time. This is because NMAC’s portfolio of retail installment sale contracts, from which the securitized pools are selected, changes over time. Despite these differences as identified in the summary information for the prior securitized pools, the prior securitized pools are generally comparable to the receivables in this securitization transaction, because NMAC’s general underwriting guidelines and servicing policies have been generally consistent over time.

However, notwithstanding any general similarities in the characteristics of the prior securitized pools set forth in “Appendix A—Static Pool Information Regarding Certain Previous Securitizations” in this prospectus and the pool of receivables in this securitization transaction, changes in economic, social and geographic conditions and other factors beyond NMAC’s control may have a greater impact on the performance of the pool of receivables than any similarities or differences in these characteristics. For example, patterns of loss, prepayment and delinquency for automobile receivables, including those in the pool of receivables transferred to the issuing entity, may differ significantly during periods of economic disruption or downturn than in other times.

59

As a result of each of the foregoing, the performance of the prior receivables securitization transactions sponsored by NMAC may not correspond to or be an accurate predictor of the performance of this receivables securitization transaction. To further understand how differing pool characteristics and changing conditions could impact performance, see “Risk Factors—Risks related to the characteristics, servicing and performance of the receivables—Credit scores and historical loss experience may not accurately predict the likelihood of losses on the receivables and therefore losses on your notes,” “Risk Factors—Risks related to the characteristics, servicing and performance of the receivables—Geographic concentration of the obligors may increase the risk of loss on your notes” and “Risk Factors—Risks related to the characteristics, servicing and performance of the receivables—The risk and severity of loss on the receivables is generally higher in circumstances where the outstanding principal balance of a receivable is greater than the value of the related financed vehicle, which may result in losses on your notes.”

MATURITY AND PREPAYMENT CONSIDERATIONS

Information regarding maturity and prepayment considerations with respect to the notes is set forth under “Weighted Average Life of the Notes” and “Risk Factors—Risks related to certain features of the notes and financial market disruptions—Prepayments, repurchases or early termination of the issuing entity may affect the weighted average life of, and your return on, the notes” in this prospectus. Except after the acceleration of the notes following an Event of Default, no principal payments will be made on the Class A-2 notes until the Class A-1 notes have been paid in full, [and] no principal payments will be made on the Class A-3 notes until the Class A-1 notes and the Class A-2 notes have been paid in full[, and no principal payments will be made on the Class A-4 notes until the Class A-1 notes, the Class A-2 notes and the Class A-3 notes have been paid in full]. [The weighted average life of the offered notes will also be influenced by the ability of the issuing entity to reinvest collections on the receivables during the [revolving][pre-funding] period. The ability of the issuing entity to reinvest those proceeds will be influenced by the availability of suitable receivables for the issuing entity to purchase and the rate at which the principal balances of the receivables are paid.] However, upon the acceleration of the notes following an Event of Default, the principal of the Class A-2 notes[,] [and] the Class A-3 notes [and the Class A-4 notes] will be paid ratably according to the respective outstanding principal amounts of those classes of notes, after the Class A-1 notes have been paid in full. [Regardless of whether the notes have been accelerated following an Event of Default, principal payments will not be made on the Class B notes until all other classes of notes have been paid in full.] See “The Notes—Payments of Principal” in this prospectus.

Because the rate of payment of principal of each class of notes depends primarily on the rate of payment (including prepayments) of the principal balance of the receivables, final payment of any class of notes could occur later or significantly earlier than their respective final scheduled distribution dates set forth in “Summary—Terms of the Notes—Final Scheduled Distribution Dates” in this prospectus. Noteholders will bear the risk of being able to reinvest principal payments on the notes at yields at least equal to the yield on their respective notes if final payment on such notes occurs significantly earlier than such notes’ respective final scheduled distribution dates. No prediction can be made as to the rate of prepayments on the receivables in either stable or changing interest rate environments. For a more detailed discussion of the prepayment risks, see “Risk Factors—Risks related to certain features of the notes and financial market disruptions—Prepayments, repurchases or early termination of the issuing entity may affect the weighted average life of, and your return on, the notes,” in this prospectus.

Although the receivables have different APRs, disproportionate rates of prepayments between receivables with APRs greater than or less than the Required Rate will generally not affect the yield to the noteholders. However, higher rates of prepayments of receivables with higher APRs will decrease the amount available to cover delinquencies and defaults on the receivables and may decrease the amounts available to be deposited in the Reserve Account. For a more detailed discussion of prepayment risks, see “Risk Factors—Risks related to certain features of the notes and financial market disruptions—Prepayments, repurchases or early termination of the issuing entity may affect the weighted average life of, and your return on, the notes” and “Risk Factors—Risks related to the characteristics, servicing and performance of the receivables—You may suffer losses on your notes due to receivables with low annual percentage rates” in this prospectus.

60

PREPAYMENTS, DELINQUENCIES, REPOSSESSIONS AND NET CREDIT LOSSES

Prepayment Information

Prepayment information relating to NMAC’s securitized portfolios of motor vehicle retail installment contracts since [•] [•], 20[•] is set forth under “Appendix A—Static Pool Information Regarding Certain Previous Securitizations—Prepayment Speeds” in this prospectus.

Delinquency, Repossession and Credit Loss Information

Set forth below is delinquency and credit loss information relating to NMAC’s portfolio of U.S. retail installment contracts for new, near-new and used automobiles and light duty-trucks. The portfolio consists of retail installment contracts in all 50 states, the District of Columbia and Puerto Rico.

NMAC establishes an allowance for expected credit losses and deducts amounts reflecting losses against such allowance. For credit loss terminations, NMAC charges the account balance related to a retail installment contract against the allowance for credit losses when the retail installment contract becomes 120 days past due, when a repossessed vehicle is sold at auction, when the account is determined to be uncollectible or within five days after NMAC’s receipt of notice that a debtor intends to pay NMAC under a plan proposed within a proceeding under the Bankruptcy Code. NMAC credits any recoveries from charge-offs related to a contract to the allowance.

Delinquency, repossession and loss experience may be influenced by a variety of economic, social and geographic conditions and other factors beyond NMAC’s control that may change over time, including periods of economic downturn and increased delinquencies and losses with respect to automobile loans. There is no assurance that NMAC’s delinquency, repossession and loss experience with respect to the receivables sold to the issuing entity on the closing date will be similar to that set forth below. See “Risk Factors—Risks related to the characteristics, servicing and performance of the receivables—Credit scores and historical loss experience may not accurately predict the likelihood of losses on the receivables and therefore losses on your notes,” “Risk Factors—Risks related to the characteristics, servicing and performance of the receivables—Geographic concentration of the obligors may increase the risk of loss on your notes,” “Risk Factors—Risks related to the characteristics, servicing and performance of the receivables—The rate of depreciation of certain financed vehicles could exceed the amortization of the outstanding principal amount of the loan on those financed vehicles, which may result in losses on your notes” and “Risk Factors—Risks related to the characteristics, servicing and performance of the receivables—Recent and future economic developments may adversely affect the performance of the receivables and may result in reduced or delayed payments on your notes.”

Delinquency Experience⁽¹⁾

At [•] [•],

At March 31,

20[•]

20[•]

20[•]

20[•]

20[•]

20[•]

20[•]

Number of Contracts Outstanding

[

•]

[

•]

[

•]

[

•]

[

•]

[

•]

[

•]

Delinquencies as a Percentage of Number of Contracts Outstanding(2)

30-59 Days

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

60-89 Days

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

90 Days or more

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

⁽¹⁾  The information in this Delinquency Experience table includes retail installment contracts for new, near-new and used automobiles and light-duty trucks and includes receivables which NMAC has sold to third parties or affiliates but continues to service. The information does not include receivables purchased by NMAC under certain special financing programs.

⁽²⁾  An account is considered delinquent if 20% or more of the scheduled payment is 15 days past due.

61

Net Credit Loss and Repossession Experience⁽¹⁾

(dollars in thousands)

At or For the [•] Months Ended [•] [•],

At or For the Twelve Months Ended March 31,

20[•](7)

20[•](7)

20[•]

20[•]

20[•]

20[•]

20[•]

Principal Amount Outstanding

$

[

•]

$

[

•]

$

[

•]

$

[

•]

$

[

•]

$

[

•]

$

[

•]

Average Principal Amount Outstanding(2)

$

[

•]

$

[

•]

$

[

•]

$

[

•]

$

[

•]

$

[

•]

$

[

•]

Number of Contracts Outstanding

[

•]

[

•]

[

•]

[

•]

[

•]

[

•]

[

•]

Average Number of Contracts Outstanding(2)

[

•]

[

•]

[

•]

[

•]

[

•]

[

•]

[

•]

Number of Repossessions(3)

[

•]

[

•]

[

•]

[

•]

[

•]

[

•]

[

•]

Number of Repossessions as a Percent of the Average Number of Contracts Outstanding

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

Net Charge-Offs(4)

$

[

•]

$

[

•]

$

[

•]

$

[

•]

$

[

•]

$

[

•]

$

[

•]

Recoveries(5)

$

[

•]

$

[

•]

$

[

•]

$

[

•]

$

[

•]

$

[

•]

$

[

•]

Net Losses

$

[

•]

$

[

•]

$

[

•]

$

[

•]

$

[

•]

$

[

•]

$

[

•]

Net Losses as a Percent of Principal Amount Outstanding

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

Net Losses as a Percent of Principal Amount Outstanding(6)

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

Net Losses as a Percent of Average Principal Amount Outstanding

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

Net Losses as a Percent of Average Principal Amount Outstanding(6)

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

[

•]%

⁽¹⁾  The information in this Net Credit Loss and Repossession Experience table includes retail installment contracts for new, near-new and used automobiles and light-duty trucks and, other than as described in Note (6), includes receivables which NMAC has sold to third parties or affiliates but continues to service. The information does not include receivables purchased by NMAC under certain special financing programs. All amounts and percentages are based on the principal balances of the receivables which include unearned interest.

⁽²⁾  Average amounts calculated based on month-end data for the periods indicated.

⁽³⁾  The number of repossessions excludes accounts that have been subsequently reinstated.

⁽⁴⁾  Charge-offs represent the then-outstanding principal balance of receivables that became defaulted in the period less expected disposition proceeds and other expected recoveries with respect to such receivable based on NMAC’s historical recovery data or, if actual disposition proceeds and recoveries with respect to such receivable have been received, the amount of such proceeds and recoveries, in each case, other than recoveries described in Note (5). Charge-offs do not include expenses associated with collection, repossession or disposition of the vehicle.

⁽⁵⁾  Recoveries generally include amounts received on receivables following the time at which the receivable is charged off. Recoveries are net of expenses associated with collection.

⁽⁶⁾  The net loss information set forth in this row reflects U.S. retail installment contracts for new, near-new and used automobiles and light duty-trucks, excluding receivables which NMAC has sold to a third party or an affiliate (other than an affiliate that is a subsidiary of NMAC).

⁽⁷⁾  The percentages for the [•] months ended [•] [•], 20[•] and [•] [•], 20[•] have been annualized to facilitate year-to-year comparisons. Actual percentages for the entire year may differ from annualized percentages.

Nissan has experienced higher overall levels of losses on its total portfolio of U.S. retail installment contracts with an original payment term of 72 months or longer than on retail installment contracts with shorter original payment terms. As of the [statistical] cut-off date, approximately [•]% (based on the aggregate principal balance as of the [statistical] cut-off date) of the receivables in the pool described in this prospectus have an original payment term of 72 months or longer. As of the [statistical] cut-off date, approximately [•]% (based on the aggregate principal balance as of the [statistical] cut-off date) of the receivables in the pool described in this prospectus with an original payment term of 72 months or longer are related to new vehicles and approximately [•]% (based on the aggregate principal balance as of the [statistical] cut-off date) of the receivables in the pool described in this prospectus with an original payment term of 72 months or longer are related to near-new vehicles.

62

As of the [statistical] cut-off date, the [Non-Zero] Weighted Average Credit Score of the obligors of the receivables in the pool described in this prospectus with an original payment term of 72 months or longer is approximately [•].

REPURCHASES AND REPLACEMENTS

The Basic Documents for prior securitizations of retail installment contracts sponsored by NMAC contain covenants requiring the repurchase of an underlying receivable for the breach of a representation or warranty that materially and adversely affects the interests of the noteholders and is not cured. [For the three-year period ending [•] [•], 20[•], no assets securitized by NMAC were the subject of a demand to repurchase or replace for breach of the representations and warranties.] [The following table provides information regarding the demand, repurchase and replacement history with respect to receivables securitized by NMAC during the period from [•] [•], 20[•] to [•] [•], 20[•].]

Name of Issuing Entity

Check if Registered

Name of Originator

Total Receivables in ABS by Originator

Receivables that Were Subject of Demand

Receivables that Were Repurchased or Replaced

Receivables that Were Repurchased or Replaced

Demand in Dispute

Demand Withdrawn

Demand Rejected

Nissan Auto Receivables 20[•]-[•] Owner Trust

$

%

$

%

$

%

$

%

$

%

$

%

$

%

Nissan Auto Receivables 20[•]-[•] Owner Trust

$

%

$

%

$

%

$

%

$

%

$

%

$

%

NMAC, as securitizer, discloses in a report on Form ABS-15G all fulfilled and unfulfilled repurchase requests for securitized receivables that were the subject of a demand to repurchase. Please refer to the Form ABS-15G filed by NMAC on [•] [•], 20[•] for additional information. The CIK number of NMAC is 0001540639.

WEIGHTED AVERAGE LIFE OF THE NOTES

The weighted average life of the notes will generally be influenced by the rate at which the principal balances of the related receivables are paid, which payment may be in the form of scheduled amortization or prepayments. For this purpose, the term “prepayments” includes prepayments in full, partial prepayments (including those related to rebates of extended warranty contract costs and insurance premiums), liquidations due to default as well as receipts of proceeds from physical damage, credit life and disability insurance policies. The rate of principal payment of the notes may also be affected by (1) repurchases by the servicer or the sponsor of receivables as to which an uncured breach of specified representations and warranties or specified servicing covenants has occurred, and (2) exercise by the servicer or the depositor of its right to purchase all of the assets of the issuing entity at its option under the circumstances described in this prospectus, thereby triggering a redemption of the notes. The term “weighted average life” means the average amount of time during which each dollar of principal of a receivable is outstanding. The receivables generally will be prepayable at any time without penalty to the obligor. The rate of prepayment of automotive receivables is influenced by a variety of economic, social and other factors, including that an obligor generally may not sell or transfer the Financed Vehicle securing the related receivable without the consent of the servicer.

Prepayments on automotive receivables can be measured relative to a prepayment standard or model. The model used in this prospectus, the “Absolute Prepayment Model” (“ABS”), represents an assumed rate of prepayment each month relative to the original number of receivables in a pool of receivables. ABS further assumes that all the receivables are the same size and amortize at the same rate and that each receivable in each month of its life will either be paid as scheduled or be prepaid in full. For example, in a pool of receivables originally containing 10,000 receivables, a 1% ABS rate means that 100 receivables prepay each month. ABS does not purport to be an historical description of prepayment experience or a prediction of the anticipated rate of prepayment of any pool of receivables, including the receivables.

63

As the rate of payment of principal of each class of notes will depend on the rate of payment (including prepayments) of the principal balance of the receivables, final payment of any class of notes could occur later or significantly earlier than the respective final scheduled distribution dates. Reinvestment risk associated with early payment of the notes will be borne exclusively by the holders of such notes. For a more detailed discussion of prepayment risks, see “Risk Factors—Risks related to certain features of the notes and financial market disruptions—Prepayments, repurchases or early termination of the issuing entity may affect the weighted average life of, and your return on, the notes” in this prospectus.

The tables captioned “Percent of Initial Principal Amount of Class A-1 Notes at Various ABS Percentages,” “Percent of Initial Principal Amount of Class A-2 Notes at Various ABS Percentages[,]” [and] “Percent of Initial Principal Amount of Class A-3 Notes at Various ABS Percentages[,]” [[and] “Percent of Initial Principal Amount of Class A-4 Notes at Various ABS Percentages”] [and “Percent of Initial Principal Amount of Class B Notes at Various ABS Percentages”] (the “ABS Tables”) in this prospectus have been prepared on the basis of the characteristics of the receivables described above and the following assumptions (collectively, the “ABS Assumptions”):

1. the receivables prepay in full at the specified constant percentage of ABS monthly, with no defaults, losses or repurchases;

2. each scheduled monthly payment on each receivable is scheduled to be made and is made on the last day of each month and each month has 30 days;

3. payments are made on the notes on each distribution date (and each such date is assumed to be the [15th] day of each applicable month), commencing on [•] [•], 20[•];

4. the balance in the Reserve Account on each distribution date is the Specified Reserve Account Balance described under “Summary—Enhancement—Reserve Account” in this prospectus;

5. there is no event resulting in the acceleration of the notes;

6. the servicer does not exercise its option to purchase the receivables unless otherwise indicated;

7. each hypothetical pool has an assumed cut-off date of [•] [•], 20[•];

8. the Class A-1 notes [and the Class A-2b notes] will be paid interest on the basis of the actual number of days in that interest accrual period and a 360-day year;

9. the Class A-2[a] notes[,] [and] Class A-3 notes[,] [[and] Class A-4 notes] [and the Class B notes] will be paid interest on the basis of a 360-day year consisting of twelve 30-day months;

10. interest accrues on the Class A-1 notes at [•]% per annum, Class A-2[a] notes at [•]% per annum[,] [and] [Class A-2b notes at [•]% per annum[,] [and]] Class A-3 notes at [•]% per annum[,] [[and] Class A-4 notes at [•]% per annum] [and Class B notes at [•]%] per annum;

11. the notes are purchased on [•] [•], 20[•];

[12. no Benchmark Transition Event is assumed to occur;]

[13. during the revolving period, the issuing entity invests all amounts available to purchase additional receivables up to the target reinvestment amount on each distribution date, based on the cut-off date of such receivables being the beginning of the related month;]

[14. $[ ] will be deposited in the pre-funding account on the closing date;]

[15. all of the funds in the pre-funding account are used to purchase subsequent receivables;] and

16. the Servicing Rate for each calendar month is equal to a rate of one-twelfth of [•]% per annum and the servicer has not collected any Supplemental Servicing Fee.

64

The ABS Tables indicate the projected weighted average life of each class of notes and set forth the percent of the initial principal amount of each class of notes that is projected to be outstanding after each of the distribution dates shown at various constant ABS percentages.

The ABS Tables also assume that the receivables have been aggregated into hypothetical pools with all of the receivables within each such pool having certain characteristics as set forth below and that the level scheduled monthly payment for each of the pools (which is based on its aggregate principal balance, APR, remaining payments to maturity and age as of the assumed cut-off date) will be such that each pool will be fully amortized by the end of its remaining payments to maturity.

Pool	Aggregate Principal Balance			APR			Remaining Payments to Maturity	Age
1	$	[	•]		[	•]%	[•]	[•]
2	$	[	•]		[	•]%	[•]	[•]
3	$	[	•]		[	•]%	[•]	[•]
4	$	[	•]		[	•]%	[•]	[•]
5	$	[	•]		[	•]%	[•]	[•]
6	$	[	•]		[	•]%	[•]	[•]
7	$	[	•]		[	•]%	[•]	[•]
8	$	[	•]		[	•]%	[•]	[•]
9	$	[	•]		[	•]%	[•]	[•]
10	$	[	•]		[	•]%	[•]	[•]
11	$	[	•]		[	•]%	[•]	[•]
12	$	[	•]		[	•]%	[•]	[•]

[The table captioned “YSOC Amount Schedule” (the “YSOC Amount Schedule”) set forth below is utilized to calculate the weighted average lives and percentages of original principal amounts at various ABS percentages. The YSOC Amounts shown below are assumed for modeling purposes based on the pool of receivables described in this prospectus as of the assumed cut-off date of September 30, 2023. The actual initial YSOC Amount for the actual pool of receivables will be calculated on or prior to the closing date. The actual YSOC Amount as of any distribution date may differ from the schedule below depending on the actual prepayments, losses and repurchases on the receivables pool transferred to the issuing entity on the closing date with APRs less than the Required Rate. For purposes of the YSOC Amount Schedule set forth below, the Required Rate is assumed to be [•]%.]

65

[YSOC Amount Schedule]

Distribution Date	Yield Supplement Overcollateralization Amount			Distribution Date	Yield Supplement Overcollateralization Amount
Closing Date	$	[	•]	[•] 20[•]	$	[	•]
[•] 20[•]	$	[	•]	[•] 20[•]	$	[	•]
[•] 20[•]	$	[	•]	[•] 20[•]	$	[	•]
[•] 20[•]	$	[	•]	[•] 20[•]	$	[	•]
[•] 20[•]	$	[	•]	[•] 20[•]	$	[	•]
[•] 20[•]	$	[	•]	[•] 20[•]	$	[	•]
[•] 20[•]	$	[	•]	[•] 20[•]	$	[	•]
[•] 20[•]	$	[	•]	[•] 20[•]	$	[	•]
[•] 20[•]	$	[	•]	[•] 20[•]	$	[	•]
[•] 20[•]	$	[	•]	[•] 20[•]	$	[	•]
[•] 20[•]	$	[	•]	[•] 20[•]	$	[	•]
[•] 20[•]	$	[	•]	[•] 20[•]	$	[	•]
[•] 20[•]	$	[	•]	[•] 20[•]	$	[	•]
[•] 20[•]	$	[	•]	[•] 20[•]	$	[	•]
[•] 20[•]	$	[	•]	[•] 20[•]	$	[	•]
[•] 20[•]	$	[	•]	[•] 20[•]	$	[	•]
[•] 20[•]	$	[	•]	[•] 20[•]	$	[	•]
[•] 20[•]	$	[	•]	[•] 20[•]	$	[	•]
[•] 20[•]	$	[	•]	[•] 20[•]	$	[	•]
[•] 20[•]	$	[	•]	[•] 20[•]	$	[	•]
[•] 20[•]	$	[	•]	[•] 20[•]	$	[	•]
[•] 20[•]	$	[	•]	[•] 20[•]	$	[	•]
[•] 20[•]	$	[	•]	[•] 20[•]	$	[	•]
[•] 20[•]	$	[	•]	[•] 20[•]	$	[	•]
[•] 20[•]	$	[	•]	[•] 20[•]	$	[	•]
[•] 20[•]	$	[	•]	[•] 20[•]	$	[	•]
[•] 20[•]	$	[	•]	[•] 20[•]	$	[	•]
[•] 20[•]	$	[	•]	[•] 20[•]	$	[	•]
[•] 20[•]	$	[	•]	[•] 20[•]	$	[	•]
[•] 20[•]	$	[	•]	[•] 20[•]	$	[	•]
[•] 20[•]	$	[	•]	[•] 20[•]	$	[	•]
[•] 20[•]	$	[	•]	[•] 20[•]	$	[	•]
[•] 20[•]	$	[	•]	[•] 20[•]	$	[	•]
[•] 20[•]	$	[	•]	[•] 20[•]	$	[	•]
[•] 20[•]	$	[	•]	[•] 20[•]	$	[	•]
[•] 20[•]	$	[	•]	[•] 20[•] and thereafter	$	[	•]

The actual characteristics and performance of the receivables will differ from the assumptions used in constructing the ABS Tables. The assumptions used are hypothetical and have been provided only to give a general sense of how the principal cash flows might behave under varying prepayment scenarios. For example, it is very unlikely that the receivables will prepay at a constant level of ABS until maturity or that all of the receivables will prepay at the same level of ABS. Moreover, the diverse terms of receivables within each of the hypothetical pools could produce slower or faster principal distributions than indicated in the ABS Tables at the various constant percentages of ABS specified, even if the original and remaining terms to maturity of the receivables are as assumed. Any difference between such assumptions and the actual characteristics and performance of the receivables, or actual prepayment experience, will affect the percentages of initial amounts outstanding over time and the weighted average lives of each class of notes.

66

Percent of Initial Principal Amount of Class A-1 Notes at Various ABS Percentages⁽¹⁾

	Class A-1 Notes
Distribution Date	0.50%	1.00%	1.30%	1.50%	1.70%
Closing Date	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
Weighted Average Life (years) to Maturity(2)	[•]	[•]	[•]	[•]	[•]
Weighted Average Life (years) to Call(2)(3)	[•]	[•]	[•]	[•]	[•]

⁽¹⁾  This table has been prepared based on the assumptions in this prospectus (including the assumptions regarding the characteristics and performance of the receivables, which will differ from the actual characteristics and performance of the receivables) and should be read in conjunction with those assumptions.

⁽²⁾ The weighted average life of a note is determined by (x) multiplying the amount of each principal payment on a note by the number of years from the date of issuance of the note to the related distribution date, (y) adding the results and (z) dividing the sum by the original principal amount of the note.

⁽³⁾  This calculation assumes that the servicer exercises its option to purchase the receivables at the first opportunity.

67

Percent of Initial Principal Amount of Class A-2 Notes at Various ABS Percentages⁽¹⁾

	Class A-1 Notes
Distribution Date	0.50%	1.00%	1.30%	1.50%	1.70%
Closing Date	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
Weighted Average Life (years) to Maturity(2)	[•]	[•]	[•]	[•]	[•]
Weighted Average Life (years) to Call(2)(3)	[•]	[•]	[•]	[•]	[•]

⁽¹⁾  This table has been prepared based on the assumptions in this prospectus (including the assumptions regarding the characteristics and performance of the receivables, which will differ from the actual characteristics and performance of the receivables) and should be read in conjunction with those assumptions.

⁽²⁾ The weighted average life of a note is determined by (x) multiplying the amount of each principal payment on a note by the number of years from the date of issuance of the note to the related distribution date, (y) adding the results and (z) dividing the sum by the original principal amount of the note.

⁽³⁾  This calculation assumes that the servicer exercises its option to purchase the receivables at the first opportunity.

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Percent of Initial Principal Amount of Class A-3 Notes at Various ABS Percentages⁽¹⁾

	Class A-1 Notes
Distribution Date	0.50%	1.00%	1.30%	1.50%	1.70%
Closing Date	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
Weighted Average Life (years) to Maturity(2)	[•]	[•]	[•]	[•]	[•]
Weighted Average Life (years) to Call(2)(3)	[•]	[•]	[•]	[•]	[•]

⁽¹⁾  This table has been prepared based on the assumptions in this prospectus (including the assumptions regarding the characteristics and performance of the receivables, which will differ from the actual characteristics and performance of the receivables) and should be read in conjunction with those assumptions.

⁽²⁾ The weighted average life of a note is determined by (x) multiplying the amount of each principal payment on a note by the number of years from the date of issuance of the note to the related distribution date, (y) adding the results and (z) dividing the sum by the original principal amount of the note.

⁽³⁾  This calculation assumes that the servicer exercises its option to purchase the receivables at the first opportunity.

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[Percent of Initial Principal Amount of Class A-4 Notes at Various ABS Percentages⁽¹⁾]

	Class A-1 Notes
Distribution Date	0.50%	1.00%	1.30%	1.50%	1.70%
Closing Date	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
Weighted Average Life (years) to Maturity(2)	[•]	[•]	[•]	[•]	[•]
Weighted Average Life (years) to Call(2)(3)	[•]	[•]	[•]	[•]	[•]

⁽¹⁾  This table has been prepared based on the assumptions in this prospectus (including the assumptions regarding the characteristics and performance of the receivables, which will differ from the actual characteristics and performance of the receivables) and should be read in conjunction with those assumptions.

⁽²⁾ The weighted average life of a note is determined by (x) multiplying the amount of each principal payment on a note by the number of years from the date of issuance of the note to the related distribution date, (y) adding the results and (z) dividing the sum by the original principal amount of the note.

⁽³⁾  This calculation assumes that the servicer exercises its option to purchase the receivables at the first opportunity.

70

[Percent of Initial Principal Amount of Class B Notes at Various ABS Percentages⁽¹⁾]

	Class A-1 Notes
Distribution Date	0.50%	1.00%	1.30%	1.50%	1.70%
Closing Date	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
[•] 20[•]	[•]%	[•]%	[•]%	[•]%	[•]%
Weighted Average Life (years) to Maturity(2)	[•]	[•]	[•]	[•]	[•]
Weighted Average Life (years) to Call(2)(3)	[•]	[•]	[•]	[•]	[•]

⁽¹⁾  This table has been prepared based on the assumptions in this prospectus (including the assumptions regarding the characteristics and performance of the receivables, which will differ from the actual characteristics and performance of the receivables) and should be read in conjunction with those assumptions.

⁽²⁾ The weighted average life of a note is determined by (x) multiplying the amount of each principal payment on a note by the number of years from the date of issuance of the note to the related distribution date, (y) adding the results and (z) dividing the sum by the original principal amount of the note.

⁽³⁾  This calculation assumes that the servicer exercises its option to purchase the receivables at the first opportunity.

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NOTE FACTORS AND POOL FACTORS

The “Note Factor” for any distribution date with respect to any class of notes will be a seven-digit decimal indicating the principal amount of that class of notes as of the close of business on the last day of the related Collection Period in that month as a fraction of the respective principal amount thereof as of the closing date. The servicer will compute the Note Factor each month for each class of notes. Each Note Factor will initially be 1.0000000 and thereafter will decline to reflect reductions in the principal amount of each class of notes. The portion of the principal amount of any class of notes for a given month allocable to a noteholder can be determined by multiplying the original denomination of the holder’s note by the related Note Factor for that month.

The “Note Pool Factor” for any distribution date for a particular class of notes will be a seven-digit decimal figure indicating the principal amount of that class of notes as of the close of business on the last day of the related Collection Period as a fraction of the Pool Balance as of the cut-off date. The servicer will compute the Note Pool Factor for each month for each class of notes.

Pursuant to the Indenture, the registered holders of the notes (other than the retained notes, if any, which may be issued as definitive notes) will be Cede & Co. (“Cede”) as the nominee of The Depository Trust Company (“DTC”) unless definitive notes are issued under the limited circumstances described under “The Notes—Definitive Notes” in this prospectus. Registered holders of the notes and the holders of the certificates will receive monthly reports via the indenture trustee’s website concerning the payments received on the receivables, the Pool Balance, the related Note Factors, the related Note Pool Factors and various other items of information pertaining to the issuing entity. Noteholders of record during each calendar year will be furnished information by the indenture trustee for tax reporting purposes not later than the latest date permitted by law. Copies of the reports may be obtained by the noteholders and certificateholders by delivering a written request addressed to the indenture trustee at [•]. See “Description of the Transfer and Servicing Agreements—Statements to Noteholders” in this prospectus.

USE OF PROCEEDS

The depositor will use the net proceeds from the sale of the notes (proceeds from the sale of the notes minus the underwriting discount in the amount of $  , payable to the underwriters) to purchase the receivables from NMAC pursuant to the Purchase Agreement by and between NMAC, as the seller, and Nissan Auto Receivables Company II LLC, as the purchaser[, and deposit the pre-funded amount, if any, into the pre-funding account; and] make the initial deposit into the reserve account].

NMAC or its affiliates may apply a portion of the net proceeds of the sale of the receivables to the depositor to the repayment of debt, including “warehouse” debt. One or more of the underwriters (or (a) their respective affiliates or (b) entities for which their respective affiliates act as administrator and/or provide liquidity lines) may have acted as a “warehouse” lender or purchaser to NMAC or its affiliates, and may receive a portion of such proceeds as repayment of such “warehouse” debt.

No expenses incurred in connection with the selection and acquisition of the receivables are to be payable from the offering proceeds.

THE NOTES

General

The notes will be issued pursuant to the terms of the Indenture, a form of which has been filed as an exhibit to the registration statement. A copy of the finalized Indenture, together with the other Basic Documents, will be filed with the SEC on Form 8-K on or prior to the date the final prospectus is required to be filed.

The notes will be issued as registered notes in minimum denominations of $[ ] and integral multiples of $[ ] in excess thereof in book-entry form, provided that, any retained notes may be issued as definitive notes. The notes issued in book-entry form initially will be registered in the name of Cede & Co., the nominee of DTC. No investor acquiring an interest in the notes issued in book-entry form, as reflected on the books of the clearing agency, or a person maintaining an account with such clearing

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agency (a “Note Owner”) will be entitled to receive a certificate representing that owner’s note, except as set forth in “ —Definitive Notes” below. Unless and until definitive notes are issued, all references herein to distributions, notices, reports and statements to noteholders will refer to the same actions made with respect to DTC or Cede, as the case may be, for the benefit of Note Owners in accordance with DTC procedures. See “ —Book-Entry Registration” and “ —Definitive Notes” in this prospectus.

Book-Entry Registration

Each class of notes offered by this prospectus (other than certain retained notes, if any) will be represented by one or more certificates registered in the name of Cede as nominee of DTC. Noteholders may hold beneficial interests in the notes through the DTC (in the United States) or Clearstream Banking, société anonyme (“Clearstream Banking Luxembourg”) (in Europe or Asia) directly if they are participants of those systems, or indirectly through organizations which are participants in those systems.

No noteholder will be entitled to receive a certificate representing that person’s interest in the notes, except as set forth below. Unless and until notes are issued in fully registered certificated form under the limited circumstances described below, all references in this prospectus to actions by noteholders will refer to actions taken by DTC upon instructions from direct participants, and all references in this prospectus to distributions, notices, reports and statements to noteholders will refer to distributions, notices, reports and statements to Cede, as the registered holder of the notes, for distribution to noteholders in accordance with DTC procedures. Therefore, it is anticipated that the only noteholder will be Cede, the nominee of DTC. Noteholders will not be recognized by the indenture trustee as noteholders, as those terms will be used in the relevant agreements, and will only be able to exercise their collective rights as holders of notes of the related class indirectly through DTC, the direct participants and the indirect participants, as further described below. In connection with such indirect exercise of rights through the DTC system, noteholders may experience some delays in their receipt of payments, since distributions on book-entry securities first will be forwarded to Cede. Notwithstanding the foregoing, noteholders are entitled to all remedies available at law or in equity with respect to any delay in receiving distributions on the securities, including but not limited to remedies set forth in the relevant agreements against parties thereto, whether or not such delay is attributable to the use of DTC’s book-entry system.

Under a book-entry format, because DTC can only act on behalf of direct participants that in turn can only act on behalf of indirect participants, the ability of a noteholder to pledge book-entry securities to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of such book-entry securities, may be limited due to the lack of physical certificates or notes for such book-entry securities. In addition, issuance of the notes in book-entry form may reduce the liquidity of such securities in the secondary market since certain potential investors may be unwilling to purchase securities for which they cannot obtain physical notes.

Interest and principal on the notes will be paid by the issuing entity to DTC as the record holder of those notes while they are held in book-entry form. DTC will credit payments received from the issuing entity to the accounts of its participants which, in turn, will credit those amounts to noteholders either directly or indirectly through indirect participants. This process could delay receipt of payments from the issuing entity with respect to an investor’s beneficial interest in notes in the event of misapplication of payments by DTC participants or indirect participants or bankruptcy or insolvency of those entities and an investor’s recourse will be limited to its remedies against those entities.

DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York UCC, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds and provides asset servicing for issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“direct participants”) deposit with DTC. DTC also facilitates the post-trade settlement among direct participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between direct participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”).

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DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly (“indirect participants;” together with the direct participants, “participants”). The rules applicable to DTC and its participants are on file with the SEC. More information about DTC can be found at www.dtcc.com.

Purchases of the notes under the DTC system must be made by or through direct participants, which will receive a credit for the notes on DTC’s records. The ownership interest of each actual purchaser of each note (“Beneficial Owner”) is in turn to be recorded on the direct and indirect participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the direct or indirect participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the notes are to be accomplished by entries made on the books of direct and indirect participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the notes, except in the event that use of the book-entry system for the notes is discontinued.

To facilitate subsequent transfers, all of the notes deposited by direct participants with DTC will be registered in the name of DTC’s partnership nominee, Cede, or such other name as may be requested by an authorized representative of DTC. The deposit of the notes with DTC and their registration in the name of Cede or such other DTC nominee will not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the notes; DTC’s records reflect only the identity of the direct participants to whose accounts such notes are credited, which may or may not be the Beneficial Owners. The direct and indirect participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants and by direct participants and indirect participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Neither DTC nor Cede (nor any other DTC nominee) will consent or vote with respect to the notes unless authorized by a direct participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the issuing entity as soon as possible after the record date. The Omnibus Proxy assigns Cede’s consenting or voting rights to those direct participants to whose accounts the notes are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Redemption proceeds, distributions and dividend payments on the notes will be made to Cede, or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit direct participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the issuing entity or indenture trustee, on payable date in accordance with their respective holdings shown on DTC’s records. Payments by participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such participant and not of DTC, the indenture trustee or the issuing entity, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions and dividend payments to Cede (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the issuing entity or indenture trustee, disbursement of such payments to direct participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of participants.

DTC may discontinue providing its services as securities depository with respect to the notes at any time by giving reasonable notice to the issuing entity or indenture trustee. Under such circumstances, in the event that a successor securities depository is not obtained, definitive, certificated notes are required to be printed and delivered.

The depositor, the owner trustee, the indenture trustee, the administrator or the noteholders may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, definitive, certificated notes will be printed and delivered to DTC. See “—Definitive Notes” in this prospectus.

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None of the servicer, the depositor, the administrator, the indenture trustee or the owner trustee will have any liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of the notes held by Cede, DTC or Clearstream Banking Luxembourg, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Definitive Notes

The notes (other than retained notes, if any) will be issued in fully registered, certificated form (“definitive notes”) to noteholders or their respective nominees, rather than to DTC or its nominee, only if:

1. DTC is no longer willing or able to discharge properly its responsibilities as depository with respect to the notes and none of the depositor, the owner trustee or the administrator is able to locate a qualified successor (and if the administrator has made such determination, the administrator has given written notice thereof to the indenture trustee);

2. the depositor, the indenture trustee or the administrator at its option, to the extent permitted by applicable law, advises each other such party in writing that it elects to terminate the book-entry system through DTC; or

3. after the occurrence of an Event of Default or a Servicer Default, holders representing at least a majority of the aggregate outstanding principal amount of the notes, voting as a single class, advise the indenture trustee through DTC and its direct participants in writing that the continuation of a book-entry system through DTC (or a successor thereto) with respect to the notes is no longer in the best interests of the noteholders.

Upon the occurrence of any event described in the immediately preceding paragraph, the indenture trustee will be required to notify all noteholders through DTC’s direct participants of the availability of definitive notes. Upon surrender by DTC of the definitive certificates representing the corresponding notes and receipt of instructions for re-registration, the indenture trustee will reissue those notes as definitive notes to the noteholders.

Payments on the definitive notes will be made by the indenture trustee directly to the holders of the definitive notes in accordance with the procedures set forth in this prospectus and in the Indenture. Interest and principal payments on the notes on each distribution date will be made to the holders in whose names the definitive notes were registered at the close of business on the related Record Date. Payments will be made by check mailed to the addresses of such holders as they appear on the note register, except that a noteholder having original denominations aggregating at least $1 million may request payment by wire transfer of funds pursuant to written instructions delivered to the indenture trustee at least five Business Days prior to the distribution date. The final payment on any definitive notes will be made only upon presentation and surrender of the definitive notes at the office or agency specified in the notice of final payment to noteholders. The indenture trustee or a paying agent will provide such notice to the registered noteholders not more than 30 days nor less than 10 days prior to the date on which the final payment is expected to occur.

Definitive notes will be transferable and exchangeable at the offices of the indenture trustee or of a registrar named in a notice delivered to holders of definitive notes. 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.

Noteholder Communication; List of Noteholders

A Note Owner or, to the extent definitive notes have been issued, a noteholder (collectively, “investors”) may send a request to the depositor at any time notifying the depositor that the investor would like to communicate with other investors with respect to an exercise of their rights under the terms of the Basic Documents. If the requesting investor is not a noteholder as reflected on the note register, the depositor may require that the requesting investor provide a certification to the effect that the investor is, in fact, a beneficial owner of notes, as well as additional documentation reasonably satisfactory to the depositor, such as trade confirmation, account statement,

75

letter from a broker or dealer or another similar document (collectively, the “verification documents”). In each monthly distribution report on Form 10-D under the Exchange Act with respect to the issuing entity, the depositor will include disclosure regarding any request received during the related Collection Period from an investor to communicate with other investors related to the investors exercising their rights under the terms of the Basic Documents. The disclosure in the Form 10-D regarding the request to communicate will include the name of the investor making the request, the date the request was received, a statement to the effect that the issuing entity has received a request from the investor, stating that the investor is interested in communicating with other investors with regard to the possible exercise of rights under the Basic Documents and a description of the method other investors may use to contact the requesting investor. The sponsor and the depositor will be responsible for any expenses incurred in connection with the filing of such disclosure and the reimbursement of any costs incurred by the indenture trustee in connection with the preparation thereof.

Three or more holders of the notes of any class or one or more holders of notes of that class evidencing not less than 25% of the aggregate outstanding principal amount of notes may, by written request to the indenture trustee, obtain access to the list of all noteholders maintained by the indenture trustee for the purpose of communicating with other noteholders with respect to their rights under the Indenture or under those notes. The indenture trustee may elect not to afford the requesting noteholders access to the list of noteholders if it agrees to mail the desired communication or proxy, on behalf of and at the expense of the requesting noteholders, to all noteholders.

The indenture trustee or the owner trustee, as the case may be, will provide to the servicer within 15 days after receipt of a written request from the servicer, a list of the names of all noteholders of record as of the most recent applicable record date.

Payments of Interest

The Class A-1 notes, the Class A-2[a] notes[,] [and] the Class A-3 notes[,] [[and] the Class A-4 notes] [and the Class B notes] will constitute “fixed rate notes,” and will bear interest at a fixed rate per annum. [If issued, the Class A-2b notes will constitute “floating rate notes,” and will bear interest at a variable rate per annum equal to the sum of the Benchmark Rate, which initially will be [SOFR-based rate], plus the applicable spread set forth on the front cover of this prospectus.] Interest on the principal amounts of all classes of the notes will accrue at the respective per annum interest rates set forth in “Summary—Terms of the Notes—Per annum interest rates” in this prospectus (each, an “Interest Rate”) and will be payable to the noteholders monthly on the [15th] day of each month (or, if that date is not a Business Day, on the next succeeding Business Day) (each a “distribution date”), commencing [•] [•], 20[•]. A “Business Day” is any day except a Saturday, Sunday or a day on which banks in the city and state where the corporate trust office of the indenture trustee is located, New York, New York, Franklin, Tennessee, Irving, Texas [or] [Wilmington, Delaware] [or the principal place of business of the [cap provider][swap counterparty], if any,] are authorized or obligated by law, regulation, executive order or governmental decree to be closed; provided that, when used in the context of a distribution date, Business Day means any day other than (i) a Saturday or Sunday or (ii) a day on which the Federal Reserve Bank of New York is closed.

Interest on the outstanding principal amount of the Class A-1 notes [and each class of the floating rate notes, if any,] will accrue at the related Interest Rate from and including the most recent distribution date on which interest has been paid (or from and including the closing date with respect to the first distribution date) to but excluding the current distribution date (each, an “Interest Period” with respect to the Class A-1 notes [and each class of the floating rate notes, if any]). Interest on the outstanding principal amount of each class of fixed rate notes (other than the Class A-1 notes) will accrue at the related Interest Rate from and including the [15th] day of the preceding calendar month (or from and including the closing date with respect to the first distribution date) to but excluding the [15th] day of the current calendar month (each, an “Interest Period” with respect to each such class of notes). Interest on the Class A-1 notes [and each class of the floating rate notes, if any,] will be calculated on the basis of the actual number of days in the related Interest Period divided by 360, and interest on each class of fixed rate notes other than the Class A-1 notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

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Interest accrued but not paid on any distribution date will be due on the next distribution date, together with interest on that amount at the applicable Interest Rate (to the extent lawful). Interest payments on the notes will generally be made from Available Amounts [pro rata[, in the case of the notes other than the Class B notes,] with any Senior Swap Termination Payments payable to the swap counterparty, if any] after the Total Servicing Fee has been paid, [in the case of the notes other than the Class B notes,] pro rata and with the same priority among each of the classes of notes. [Interest payments on the Class B notes will be made subsequent to interest payments on all other classes of notes.] See “Credit Enhancement; Reserve Account; [YSOC Amount]—Reserve Account” and “Distributions on the Notes” in this prospectus.

Interest payments to each class of notes[, other than the Class B notes,] [and any Senior Swap Termination Payments under the Interest Rate Swap Agreement(s), if any,] will have the same priority, including after an acceleration of the notes following the occurrence of an Event of Default. [Interest payments on the Class B notes will be made subsequent to interest payments on all other classes of notes.] Depending on the collections on the receivables, the amount available for interest payments could be less than the amount of interest payable on the notes on any distribution date to the holders of the notes (the “noteholders”). To the extent collections are not sufficient to make all payments of interest with respect to the Class A-1 notes, the Class A-2[a] notes[,] [and] the Class A-3 notes [and the Class A-4 notes] [and any Senior Swap Termination Payments], noteholders of such notes will receive their ratable share (based upon the aggregate amount of interest due to that class of notes) of the aggregate amount available to be distributed in respect of interest on the notes[,] [[and] the swap counterparty will receive its ratable share of the aggregate amount available to be distributed based on the amount of the Senior Swap Termination Payments, if any][, and the noteholders of the Class B notes will not receive any payment with respect to interest]. [To the extent collections are sufficient to make all payments of interest with respect to the Class A-1 notes, the Class A-2[a] notes[,] [and] the Class A-3 notes [and the Class A-4 notes] [and any Senior Swap Termination Payments], but are not sufficient to make all payments of interest with respect to the Class B notes, then the noteholders of the Class B notes will receive payments in respect of interest to the extent funds are available after all payments of interest with respect to the Class A-1 notes, the Class A-2[a] notes[,] [and] the Class A-3 notes [and the Class A-4 notes] [and any Senior Swap Termination Payments, if any,] are made.

[Calculation of Floating Rate Interest

Interest on the floating rate notes will be calculated based on the Benchmark Rate plus the applicable spread set forth on the cover page to this offering memorandum; provided that, if the sum of the Benchmark Rate and such spread is less than 0.00% for any Interest Period, then the interest rate for the floating rate notes for such Interest Period will be deemed to be 0.00%. The initial Benchmark Rate will be [SOFR-based rate].

The “calculation agent” will initially be [____] and, thereafter, any other person designated by the indenture trustee to act in such capacity.

The “SOFR Rate” will be determined by the calculation agent for each interest period on the second U.S. Government Securities Business Day before the first day of such interest period (the “SOFR Adjustment Date”) as of 3:00 p.m. (New York time) on such U.S. Government Securities Business Day, at which time [Compounded SOFR][Term SOFR][30-day average SOFR] is published on the FRBNY’s Website (the “SOFR Determination Time”) and means, with respect to the Class A-2b notes as of any SOFR Adjustment Date, a rate equal to [Compounded SOFR][Term SOFR][30-day average SOFR]; provided, that, the administrator will have the right, in its sole discretion, to make applicable SOFR Adjustment Conforming Changes. For the purposes of computing interest on the Class A-2b notes prior to the occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, the following terms will have the following respective meanings:

[“Compounded SOFR” with respect to any U.S. Government Securities Business Day, means:

(1) the applicable compounded average of SOFR for a tenor of 30 days as published on such U.S. Government Securities Business Day at the SOFR Determination Time; or

(2) if the rate specified in (1) above does not so appear, the applicable compounded average of SOFR for a tenor of 30 days as published in respect of the first preceding U.S. Government Securities Business Day for which such rate appeared on the FRBNY’s Website.

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The specific Compounded SOFR rate is referred to by its tenor. For example, “30-day Average SOFR” refers to the compounded average SOFR over a rolling 30-calendar day period as published on the FRBNY’s Website.]

[“30-day average SOFR” means the average daily SOFR rate for the preceding 30 calendar days to the FRBNY’s Website on any U.S. Government Securities Business Day, compounded daily on Business Days in accordance with each previous Business Day’s posting.]

[“Term SOFR” means the forward-looking term rate based on SOFR that is two U.S. Government Securities Business Days prior to the first day of the applicable interest period, as such rate is posted to FRBNY’s Website; provided, however, that if as of 5:00 p.m. New York City time, the forward-looking term rate has not been posted to FRBNY’s Website, then the Term SOFR will mean the forward-looking term rate based on SOFR that is on the first preceding U.S. Government Securities Business Day for which such rate was posted to FRBNY’s Website.]

“FRBNY” means the Federal Reserve Bank of New York.

“FRBNY’s Website” means the website of the FRBNY, currently at https://apps.newyorkfed.org/markets/autorates/sofr-avg-ind or at such other page as may replace such page on the FRBNY’s website.

“SOFR Adjustment Conforming Changes” means, with respect to any SOFR Rate, any technical, administrative or operational changes (including changes to the interest period, timing and frequency of determining rates and making payments of interest, rounding of amounts or tenors, and other administrative matters) that the administrator decides, from time to time, may be appropriate to adjust such SOFR Rate in a manner substantially consistent with or conforming to market practice (or, if the administrator decides that adoption of any portion of such market practice is not administratively feasible or if the administrator determines that no market practice exists, in such other manner as the administrator determines is reasonably necessary).

“U.S. Government Securities Business Day” means any day except for a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

None of the owner trustee, the indenture trustee or the calculation agent will be liable for any inability, failure or delay on its part to perform any of its duties set forth in any of the Basic Documents as a result of the unavailability of SOFR Rate and absence of a designated replacement benchmark, including as a result of any inability, delay, error or inaccuracy on the part of any other transaction party, including without limitation the administrator, in providing any direction, instruction, notice or information required or contemplated by the terms of the Basic Documents and reasonably required for the performance of such duties.

All percentages resulting from any calculation on the Class A-2b notes will be rounded to the nearest one hundred-thousandth of a percentage point, with five-millionths of a percentage point rounded upwards (e.g., 9.8765445% (or 0.098765445) would be rounded to 9.87655% (or 0.0987655)), and all dollar amounts used in or resulting from that calculation on the Class A-2b notes will be rounded to the nearest cent (with one-half cent being rounded upwards).

Effect of Benchmark Transition Event

Notwithstanding the foregoing, if the administrator determines prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the determination of the then-current Benchmark, the Benchmark Replacement determined by the administrator will replace the then-current Benchmark for all purposes relating to the Class A-2b notes in respect of such determination on such date and all such determinations on all subsequent dates.

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The administrator will deliver written notice to each hired agency, the relevant trustees, the paying agent and the calculation agent on any SOFR Adjustment Date if, as of the applicable Reference Time, the administrator has determined with respect to the related interest period that there will be a change in the SOFR Rate or the terms related thereto since the immediately preceding SOFR Adjustment Date due to a determination by the administrator that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred.

The administrator will have the right to make SOFR Adjustment Conforming Changes and, in connection with the implementation of a Benchmark Replacement, Benchmark Replacement Conforming Changes, from time to time.

Any determination, decision or election that may be made by the administrator or any other person in connection with a Benchmark Transition Event, a Benchmark Replacement Conforming Change or a Benchmark Replacement as described above, including any determination with respect to administrative feasibility (whether due to technical, administrative or operational issues), a tenor, rate, an adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, may be made in the administrator’s sole discretion, and, notwithstanding anything to the contrary in the Basic Documents, will become effective without the consent of any other person (including any noteholder). The holders of the Class A-2b notes will not have any right to approve or disapprove of these changes and will be deemed to have agreed to waive and release any and all claims relating to any such determinations. Notwithstanding anything to the contrary in the Basic Documents, none of the issuing entity, the owner trustee, the indenture trustee, the administrator, the calculation agent, the sponsor, the depositor or the servicer will have any liability for any action or inaction taken or refrained from being taken by it with respect to any Benchmark, Benchmark Transition Event, Benchmark Replacement Date, Benchmark Replacement, Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment, Benchmark Replacement Conforming Changes or any other matters related to or arising in connection with the foregoing. Each noteholder and note owner, by its acceptance of a note or a beneficial interest in a note, will be deemed to waive and release any and all claims against the issuing entity, the owner trustee, the indenture trustee, the calculation agent, the administrator, the sponsor, the depositor and the servicer relating to any such determinations.

With respect to a Benchmark Transition Event, the following terms will have the following respective meanings:

“Benchmark” means, initially, the SOFR Rate; provided that, if the administrator determines prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the SOFR Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement.

“Benchmark Administrator” means, the administrator of the Benchmark.

“Benchmark Replacement” means the first alternative set forth in the order below that can be determined by the administrator as of the Benchmark Replacement Date;

(1) the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark and (b) the Benchmark Replacement Adjustment;

(2) the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; or

(3) the sum of: (a) the alternate rate of interest that has been selected by the administrator as the replacement for the then-current Benchmark giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar-denominated floating rate securities at such time and (b) the Benchmark Replacement Adjustment.

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“Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the administrator as of the Benchmark Replacement Date:

(1) the spread adjustment (which may be a positive or negative value or zero), or method for calculating or determining such spread adjustment, that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;

(2) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, the ISDA Fallback Adjustment; or

(3) the spread adjustment (which may be a positive or negative value or zero) that has been selected by the administrator giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating rate securities at such time.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the interest period, timing and frequency of determining rates and making payments of interest, rounding of amounts or tenors, and other administrative matters) that the administrator decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the administrator decides that adoption of any portion of such market practice is not administratively feasible or if the administrator determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the administrator determines is reasonably necessary).

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark (including the daily published component used in the calculation thereof):

(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the Benchmark Administrator permanently or indefinitely ceases to provide the Benchmark (or such component); or

(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein.

For the avoidance of doubt, if the event that gives rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark (including the daily published component used in the calculation thereof):

(1) a public statement or publication of information by or on behalf of the Benchmark Administrator (or such component) announcing that such Benchmark Administrator has ceased or will cease to provide the Benchmark (or such component), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor Benchmark Administrator that will continue to provide the Benchmark (or such component); or

(2) a public statement or publication of information by the regulatory supervisor for the Benchmark Administrator (or such component), the central bank for the currency of the Benchmark (or such component), an insolvency official with jurisdiction over the Benchmark Administrator (or such component), a resolution authority with jurisdiction over the Benchmark Administrator (or such component) or a court or an entity with similar insolvency or resolution authority over the Benchmark Administrator, which states that the Benchmark Administrator (or such component) has ceased or will cease to provide the Benchmark (or such component) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor Benchmark Administrator that will continue to provide the Benchmark (or such component); or

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(3) a public statement or publication of information by the regulatory supervisor for the Benchmark Administrator announcing that the Benchmark is no longer representative.

“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.

“ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark.

“ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.

“Reference Time” means, with respect to any setting of the then-current Benchmark, the time determined by the administrator.

“Relevant Governmental Body” means the Federal Reserve Board and/or the FRBNY, or a committee officially endorsed or convened by the Federal Reserve Board and/or the FRBNY or any successor thereto.

“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

For the avoidance of doubt: (a) in no event will (i) the calculation agent be responsible for determining the SOFR Rate or any substitute for SOFR if such rate does not appear on the FRBNY’s Website or on a comparable system as is customarily used to quote SOFR or such substitute for SOFR, (ii) the indenture trustee, the paying agent and the owner trustee be responsible for determining the SOFR Rate or any substitute for SOFR or (iii) the indenture trustee, the calculation agent, the paying agent and the owner trustee be responsible for making any decision or election in connection with a Benchmark Transition Event or a Benchmark Replacement as described above, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event and (b) in connection with any of the matters referenced in clause (a) of this sentence, the indenture trustee, the calculation agent, the paying agent and the owner trustee will be entitled to conclusively rely on any determinations made by the administrator (on behalf of the issuing entity), as applicable, in regards to such matters and will have no liability for such actions taken at the direction of the administrator (on behalf of the issuing entity).

The indenture trustee, the paying agent, the calculation agent, and the owner trustee will be under no obligation (i) to monitor, determine or verify the availability, unavailability or cessation of SOFR (or other applicable Benchmark), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Transition Event or Benchmark Replacement Date, (ii) to select, determine or designate any Benchmark Replacement, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate have been satisfied, (iii) to select, determine or designate any Benchmark Replacement Adjustment or Unadjusted Benchmark Replacement, or other modifier to any replacement or successor index, or (iv) to determine whether or what SOFR Adjustment Conforming Changes or Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing.

The indenture trustee, the paying agent, the calculation agent and the owner trustee will not be liable for any inability, failure or delay on its part to perform any of its duties set forth in the Indenture and the other Basic Documents as a result of the unavailability of SOFR (or other applicable Benchmark) and the absence of a designated Benchmark Replacement, including as a result of any inability, delay, error or inaccuracy on the part of any other transaction party, including without limitation, the servicer or the administrator (on behalf of the issuing entity), in providing any direction, instruction, notice or information required or contemplated by the terms of the Indenture and the other Basic Documents and reasonably required for the performance of such duties.

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For notes in book-entry form, interest on each note will be paid to noteholders of record of the notes as of the business day immediately preceding the distribution date. For notes in definitive form, interest on each note will be paid to noteholders of record of the notes as of the close of business on the last business day of the calendar month preceding the related distribution date. The final interest payment on each class of notes is due on the earlier of (a) the distribution date (including any redemption date) on which the note balance of that class of notes is reduced to zero or (b) the applicable final scheduled distribution date for that class of notes.

A failure to pay the interest due on the notes of the controlling class on any distribution date that continues unremedied for a period of five (5) business days or more will result in an event of default. See “The Transfer Agreements, the Servicing Agreement, the Administration Agreement and the Asset Representations Review Agreement—Events of Default.”]

[Interest Rate Cap Agreement(s)]

[On the closing date, for each class of floating rate notes, if any, the issuing entity will enter into an “Interest Rate Cap Agreement” with [•], a [•], as cap provider (the “cap provider”), consisting of a long form confirmation or the ISDA Master Agreement, the schedule thereto, the credit support annex thereto, if applicable, and a confirmation for such class of floating rate notes, to hedge the floating interest rate risk on such class of floating rate notes. All terms of the Interest Rate Cap Agreement(s) will be acceptable to each Rating Agency. Under each Interest Rate Cap Agreement, the issuing entity will pay an upfront premium to the cap provider and, if [SOFR-based rate] related to any distribution date exceeds the Cap Rate, the cap provider will pay to the issuing entity the “Cap Receipt,” an amount equal to the product of:

1. [SOFR-based rate] for the related distribution date minus the Cap Rate;

2. the aggregate notional amount on the Interest Rate Cap Agreement(s), [which will equal the aggregate outstanding principal amount of the Class A-2b notes on the first day of the Interest Period related to such distribution date]; and

3. a fraction, the numerator of which is the actual number of days elapsed from and including the previous distribution date, to but excluding the current distribution date, or with respect to the first distribution date, from and including the closing date, to but excluding the first distribution date, and the denominator of which is 360.

Based on a reasonable good faith estimate of maximum probable exposure, the “significance percentage,” as defined in Regulation AB, of the Interest Rate Cap Agreement(s) is less than 10%.

Among other things, an event of default under each Interest Rate Cap Agreement includes:

• failure of the cap provider to make payments due under such Interest Rate Cap Agreement;

• the occurrence of certain bankruptcy and insolvency events of the cap provider or of the issuing entity;

• any breach of such Interest Rate Cap Agreement or related agreements by the cap provider;

• misrepresentation by the cap provider; or

• merger by the cap provider without assumption of its obligations under such Interest Rate Cap Agreement.

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Among other things, a termination event under each Interest Rate Cap Agreement includes:

• illegality of the transactions contemplated by such Interest Rate Cap Agreement;

• failure of the cap provider to provide the financial information required by Regulation AB and other requested information or to post eligible collateral or assign such Interest Rate Cap Agreement to an eligible counterparty that is able to provide the information;

• certain tax events that would affect the ability of the cap provider to make payments without withholding taxes therefrom to the issuing entity, that occur because of a change in tax law, an action by a court or taxing authority or a merger or consolidation of the cap provider;

• a merger or consolidation of the cap provider into an entity with materially weaker creditworthiness; or

• failure of the cap provider (or its credit support provider, if any) to maintain its credit rating at certain levels required by such Interest Rate Cap Agreement, which failure may not constitute a termination event if the cap provider maintains certain minimum credit ratings and, among other things, as provided under such Interest Rate Cap Agreement: at its own expense obtains an unconditional guarantee or similar assurance from a guarantor with the appropriate credit rating, along with a legal opinion regarding the guarantee; posts collateral; and/or assigns its rights and obligations under such Interest Rate Cap Agreement to a substitute cap provider that satisfies the eligibility criteria set forth in such Interest Rate Cap Agreement.

Upon the occurrence of any event of default or termination event specified in an Interest Rate Cap Agreement, the non-defaulting or non-affected party may elect to terminate the Interest Rate Cap Agreement. If an Interest Rate Cap Agreement is terminated due to an event of default or a termination event, or if the notional amount is reduced to match the principal amount of the notes, a Cap Termination Payment under an Interest Rate Cap Agreement may be due to the issuing entity by the cap provider. The amount of any Cap Termination Payment may be based on the actual cost or market quotations of the cost of entering into a similar cap transaction or such other methods as may be required under the Interest Rate Cap Agreement, in each case in accordance with the procedures set forth in the Interest Rate Cap Agreement. Any Cap Termination Payment could be substantial.

For purposes of this prospectus, the following terms will have the following meanings:

“Cap Rate” means [•]%.

“Cap Termination Payment” means payments due to the issuing entity by the cap provider under an Interest Rate Cap Agreement, including interest that may accrue thereon, due to a termination of such Interest Rate Cap Agreement due to an “event of default” or “termination event” under such Interest Rate Cap Agreement.

“Cap Termination Payment Account” means an Eligible Account held in the United States in the name of the indenture trustee which will be held in trust for the benefit of the noteholders pursuant to the Indenture.

“Eligible Account” means an account maintained with a depository institution or trust company (i) (a) the short-term unsecured debt obligations of which have the highest short-term rating category by each Rating Agency (excluding any “+” signs associated with such rating), or (b) have a long-term unsecured debt rating acceptable to each Rating Agency and corporate trust powers, and (ii) that is maintained in a segregated trust account in the corporate trust department of such depository institution or trust company.]

[Interest Rate Swap Agreement(s)]

[On the closing date, for each class of floating rate notes, if any, the issuing entity will enter into an “Interest Rate Swap Agreement” with [•], a [•], as swap counterparty (the “swap counterparty”), consisting of the ISDA Master Agreement, the schedule thereto, the credit support annex thereto, if applicable, and a confirmation for such class of floating rate notes, to hedge the floating interest rate risk on such class of floating rate notes. All terms of the Interest Rate Swap Agreement(s) will be acceptable to each rating agency listed under “Summary—Ratings” in this prospectus. Each Interest Rate Swap Agreement will have an initial notional amount equal to the

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initial principal balance of the related class of floating rate notes on the closing date and will decrease by the amount of any principal payments on such class of floating rate notes. The notional amount of an Interest Rate Swap Agreement will be equal to the outstanding principal balance of the related class of floating rate notes. [Based on a reasonable good faith estimate of maximum probable exposure, the “significance percentage,” as defined in Regulation AB, as amended, of the Interest Rate Swap Agreement(s) is less than 10%].

In general, in respect of each Interest Rate Swap Agreement for a class of floating rate notes, if any, on each distribution date, the issuing entity will be obligated to pay the swap counterparty a fixed rate payment based on a specified per annum fixed rate times the notional amount of such Interest Rate Swap Agreement for such class of floating rate notes (which will equal the then outstanding principal amount of the related class of floating rate notes), and the swap counterparty will be obligated to pay a floating rate payment based on [SOFR-based rate] times the same notional amount. Payments due by each of the issuing entity and the swap counterparty under any Interest Rate Swap Agreement (other than Swap Termination Payments) will be exchanged on a net basis for such Interest Rate Swap Agreement. The payment obligations of the issuing entity to the swap counterparty under the Interest Rate Swap Agreement(s) are secured under the Indenture by the same lien in favor of the indenture trustee that secures payments to the noteholders. A Net Swap Payment made by the issuing entity ranks higher in priority than all payments on the notes.

Among other things, an event of default under each Interest Rate Swap Agreement includes:

• failure to make payments due under such Interest Rate Swap Agreement;

• the occurrence of certain bankruptcy events of the issuing entity or bankruptcy and insolvency events of the swap counterparty;

• any breach of such Interest Rate Swap Agreement or related agreements by the swap counterparty;

• misrepresentation by the swap counterparty; or

• merger by the swap counterparty without assumption of its obligations under such Interest Rate Swap Agreement.

Among other things, a termination event under each Interest Rate Swap Agreement includes:

• illegality of the transactions contemplated by such Interest Rate Swap Agreement;

• any acceleration of the notes following an Event of Default under the Indenture;

• failure of the swap counterparty to provide the financial information required by Regulation AB and other requested information or to post eligible collateral or assign such Interest Rate Swap Agreement to an eligible counterparty that is able to provide the information;

• certain tax events that would affect the ability of the swap counterparty to make payments without withholding taxes therefrom to the issuing entity, that occur because of a change in tax law, an action by a court or taxing authority or a merger or consolidation of the swap counterparty;

• a merger or consolidation of the swap counterparty into an entity with materially weaker creditworthiness; or

• failure of the swap counterparty (or its credit support provider, if any) to maintain its credit rating at certain levels required by such Interest Rate Swap Agreement, which failure may not constitute a termination event if the swap counterparty maintains certain minimum credit ratings and, among other things, as provided under such Interest Rate Swap Agreement: at its own expense obtains an unconditional guarantee or similar assurance from a guarantor with the appropriate credit rating, along with a legal opinion regarding the guarantee; posts collateral; and/or assigns its rights and obligations under such Interest Rate Swap Agreement to a substitute swap counterparty that satisfies the eligibility criteria set forth in such Interest Rate Swap Agreement.

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Upon the occurrence of any event of default or termination event specified in an Interest Rate Swap Agreement, the non-defaulting or non-affected party may elect to terminate the Interest Rate Swap Agreement. If an Interest Rate Swap Agreement is terminated due to an event of default or a termination event or as a result of a reduction in the notional amount to match the principal amount of the notes, a Swap Termination Payment under an Interest Rate Swap Agreement may be due to the swap counterparty by the issuing entity out of Available Amounts or may be due to the issuing entity by the swap counterparty. The amount of any Swap Termination Payment may be based on the actual cost or market quotations of the cost of entering into a similar swap transaction or such other methods as may be required under the Interest Rate Swap Agreement, in each case in accordance with the procedures set forth in the Interest Rate Swap Agreement. Any Swap Termination Payment could be substantial.

For purposes of this prospectus, the following terms will have the following meanings:

“Eligible Account” means an account maintained with a depository institution or trust company (i) (a) the short-term unsecured debt obligations of which have the highest short-term rating category by each Rating Agency (excluding any “+” signs associated with such rating), or (b) have a long-term unsecured debt rating acceptable to each Rating Agency and corporate trust powers, and (ii) that is maintained in a segregated trust account in the corporate trust department of such depository institution or trust company.

“Net Swap Payment” means for each Interest Rate Swap Agreement, if any, the net amounts owed by the issuing entity to the swap counterparty, if any, on any distribution date (including any prior unpaid Net Swap Payments and any accrued interest thereon under the applicable Interest Rate Swap Agreement), excluding Swap Termination Payments.

“Net Swap Receipts” means for each Interest Rate Swap Agreement, if any, the net amounts owed by the swap counterparty to the issuing entity, if any, on any distribution date under such Interest Rate Swap Agreement, excluding any Swap Termination Payments.

“Senior Swap Termination Payment” means any Swap Termination Payment owed by the issuing entity to the swap counterparty under an Interest Rate Swap Agreement that is not a Subordinated Swap Termination Payment.

“Subordinated Swap Termination Payment” means any Swap Termination Payment owed by the issuing entity to the swap counterparty under an Interest Rate Swap Agreement following an “event of default” or a “termination event” where the swap counterparty is the “defaulting party” or sole “affected party” (other than with respect to “illegality” or a “tax event”), as each such term is defined in such Interest Rate Swap Agreement.

“Swap Termination Payment” means a payment due to the swap counterparty by the issuing entity or to the issuing entity by the swap counterparty under an Interest Rate Swap Agreement, including interest that may accrue thereon, due to a termination of such Interest Rate Swap Agreement due to an “event of default” or “termination event” under such Interest Rate Swap Agreement.

“Swap Termination Payment Account” means an Eligible Account held in the United States in the name of the indenture trustee, which will be held in trust for the benefit of the noteholders and the swap counterparty pursuant to the Indenture.]

Payments of Principal

[Revolving Period. Principal payments will not be made on the notes during the revolving period. If an Early Amortization Event occurs, the revolving period will end and noteholders will receive payments of principal earlier than expected. See “Description of the Transfer and Servicing Agreements—The Revolving Period” in this prospectus.]

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[The allocation of the principal amount between the Class A-2a notes and the Class A-2b notes will be determined on the day of pricing of the notes. The principal amount of the Class A-2 notes may be allocated in a number of different ways, including a scenario in which the principal amount is allocated entirely to the Class A-2a notes, with no principal amount allocated to the Class A-2b notes, in which case no Class A-2b notes would be issued. Up to [__]% of the principal amount of the Class A-2 notes may be allocated to the Class A-2b notes.]

[The allocation between the Class A-3 notes and the Class A-4 notes will be determined no later than the day of pricing of the notes offered hereunder and may result in any number of possible scenarios, although the aggregate principal amounts of the Class A-3 notes and the Class A-4 notes will be equal to $[•].]

Until the notes have been paid in full, principal payments to noteholders will be made on each distribution date in the amount and order of priority described under “Distributions on the Notes—Priority of Payments” in this prospectus. Generally, on each distribution date, the amount payable to the holders of the notes will be the Noteholders’ Principal Distributable Amount. [In addition, any amounts remaining on deposit in the pre-funding account (excluding investment earnings) that have not been used to purchase subsequent receivables by the end of the funding period will be used to prepay the principal of the notes on either a sequential or pro rata basis as described under “Description of the Transfer and Servicing Agreements—Acquisition of Subsequent Receivables During Funding Period.”]

The actual distribution date on which the outstanding principal amount of any class of notes is paid may be later or significantly earlier than its Final Scheduled Distribution Date based on a variety of factors, including the factors described under “Weighted Average Life of the Notes” in this prospectus.

If the principal amount of a class of notes has not been paid in full on or prior to its Final Scheduled Distribution Date, the Noteholders’ Principal Distributable Amount for that distribution date will, to the extent the remaining Available Amounts are sufficient, include an amount sufficient to reduce the unpaid principal amount of that class of notes to zero on that distribution date. See “Distributions on the Notes—Priority of Payments” in this prospectus.

Following the occurrence of an Event of Default and an acceleration of the notes (unless and until such acceleration has been rescinded), interest on and principal of the notes will be made on each distribution date in the priority set forth under “Distributions on the Notes—Post-Acceleration Priority of Payments.”

Bankruptcy Provision

Each of the parties to the Basic Documents, and each noteholder, by accepting the note or a beneficial interest in the notes, will covenant and agree that, prior to the date that is one year and one day after the payment in full of all securities issued by the depositor, the issuing entity, any other trust created by the depositor or any limited liability company or corporation wholly owned by the depositor (each, a “Bankruptcy Remote Party”), it will not acquiesce, petition or otherwise invoke or cause such Bankruptcy Remote Party to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against such Bankruptcy Remote Party under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of such Bankruptcy Remote Party or any substantial part of its property, or ordering the winding up or liquidation of the affairs of such Bankruptcy Remote Party.

Notices

Noteholders will be notified in writing by the indenture trustee of any Event of Default, Servicer Default or termination of, or appointment of a successor to, the servicer promptly upon an Authorized Officer (as defined in the Sale and Servicing Agreement) obtaining actual knowledge thereof.

If notes are issued other than in book-entry form, those notices will be mailed to the addresses of noteholders as they appear in the register maintained by the indenture trustee prior to mailing. Those notices will be deemed to have been given on the date of that mailing.

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Notes Owned by the Issuing Entity, the Depositor, the Servicer and their Affiliates

In general, except as otherwise described in this prospectus and the Basic Documents, any notes owned by the issuing entity, the depositor, the servicer or any of their respective affiliates will be entitled to benefits under the Basic Documents equally and proportionately to the benefits afforded other owners of the notes. However, such notes will not be considered outstanding for voting purposes unless the issuing entity, the depositor, the servicer or any of their respective affiliates, either individually or collectively constitute all the owners of all the notes outstanding. See “The Issuing Entity,” “Description of the Trust Agreement—Restrictions on Actions by the Owner Trustee,” “ —Resignation and Removal of the Owner Trustee,” and “Description of the Transfer and Servicing Agreements—Removal or Replacement of Servicer” in this prospectus.

DISTRIBUTIONS ON THE NOTES

On or before the 10th calendar day of each month (or, if the 10th day is not a Business Day, the next succeeding Business Day) (each, a “determination date”), the servicer will deliver to the owner trustee, each paying agent[, the [cap provider][swap counterparty]] and the indenture trustee, with a copy to each Rating Agency, a servicer’s certificate containing, among other things, the amount of funds collected on or in respect of the receivables and the Total Servicing Fee and other servicing compensation payable to the servicer, in each case with respect to the immediately preceding Collection Period. On or prior to each distribution date, the servicer will also prepare a report containing all information necessary to make the distributions described under “ —Priority of Payments” below.

The indenture trustee will make payments to the noteholders out of the amounts on deposit in the Collection Account. The “Collection Account” is established by the servicer in the name of the indenture trustee for the benefit of [the [cap provider][swap counterparty],] the noteholders and the certificateholders. The amounts to be distributed to the noteholders will be determined in the manner described below.

Calculation of Available Amounts

The amount of funds available for distribution on a distribution date is referred to in this prospectus as Available Amounts. “Available Amounts” means, with respect to any distribution date, the sum of (i) all Collections received by the servicer during the related Collection Period, (ii) the sum of the Repurchase Payments deposited into the Collection Account with respect to each receivable that is to become a repurchased receivable on such distribution date[,] [and] (iii) in the case of an Optional Purchase, the Optional Purchase Price[, (iv) the Net [Cap][Swap] Receipts (excluding [Cap][Swap] Termination Payments received from the [cap provider][swap counterparty] and deposited into the [Cap][Swap] Termination Payment Account, if any) and (v) amounts on deposit in the Swap Termination Payment Account to the extent such amounts are required to be included in Available Amounts pursuant to the Indenture] [and [(vi) the investment income accrued during such Collection Period from the investment of funds in the pre-funding account]].

“Collections” means, for any distribution date, the sum of the following amounts received during the related Collection Period: (i) all collections on receivables, (ii) without duplication of amounts described in clause (i), all Net Liquidation Proceeds and (iii) the amount, if any, deposited into the Collection Account from the Reserve Account.

A “Defaulted Receivable” will be (a) a receivable (other than a receivable as to which a Repurchase Payment has been made) that, by its terms, is delinquent 120 days or more, (b) with respect to a receivable that is delinquent for less than 120 days, the servicer has (i) determined, in accordance with its customary servicing practices, that eventual payment in full is unlikely, or (ii) repossessed the related Financed Vehicle or, (c) a receivable with respect to which the servicer has received notification that the related obligor is subject to a Chapter 13 bankruptcy proceeding.

A “Liquidated Receivable” will be a Defaulted Receivable for which the related Financed Vehicle has been liquidated by the servicer.

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“Net Liquidation Proceeds” means the monies collected from whatever source on a Liquidated Receivable, net of the sum of any amounts expended by the servicer for the account of the obligor, plus any amounts required by law to be remitted to the obligor.

Priority of Payments

On each distribution date [during the amortization period] prior to an acceleration of the notes, the servicer will allocate amounts on deposit in the Collection Account (after payment of the Supplemental Servicing Fee to the extent not previously retained by the servicer) with respect to the related Collection Period as described below and will instruct the indenture trustee (or, if the notes have been paid in full, the owner trustee) to make the following deposits and distributions, to the extent of Available Amounts on deposit in the Collection Account for such distribution date, in the following order of priority:

1. to the servicer, the Base Servicing Fee and any unpaid Base Servicing Fees from one or more prior Collection Periods;

[2. to the swap counterparty, the Net Swap Payment, if any, to be paid under the Interest Rate Swap Agreement(s), if any;]

3. [(a) on a pro rata basis, to the swap counterparty any Senior Swap Termination Payments for such distribution date, and (b)] on a pro rata basis (based on the amounts distributable pursuant to this clause to each class of noteholders), to the Class A-1 noteholders, the Noteholders’ Interest Distributable Amount for such class, to the Class A-2 noteholders [(pro rata between the Class A-2a notes and the Class A-2b notes, if applicable)], the Noteholders’ Interest Distributable Amount for such class[,] [and] to the Class A-3 noteholders, the Noteholders’ Interest Distributable Amount for such class [and to the Class A-4 noteholders, the Noteholders’ Interest Distributable Amount for such class];

[4. to the Class B noteholders, the Noteholders’ Interest Distributable Amount for such class;]

5. to the Class A-1 noteholders, until the principal amount of the Class A-1 notes is reduced to zero, then to the Class A-2 noteholders [(pro rata between the Class A-2a notes and the Class A-2b notes, if applicable)], until the principal amount of the Class A-2 notes is reduced to zero, [and] then to the Class A-3 noteholders, until the principal amount of the Class A-3 notes is reduced to zero[,] [[and] then to the Class A-4 noteholders, until the principal amount of the Class A-4 notes is reduced to zero,] [and then to the Class B noteholders, until the principal amount of the Class B notes is reduced to zero,] the Noteholders’ Principal Distributable Amount for such distribution date;

6. to the Reserve Account, an amount, if any, necessary to increase the balance of funds therein to the Specified Reserve Account Balance, that amount being the “Required Reserve Deposit”;

[7. to the swap counterparty, the Subordinated Swap Termination Payment for such distribution date, if any;]

8. to the indenture trustee [and the calculation agent, as applicable], any accrued and unpaid fees, expenses and indemnity payments, as applicable, due pursuant to the Indenture, but only to the extent that such fees, expenses or indemnity payments, as applicable, have not been paid by the administrator and have been outstanding for at least 60 days;

9. to the owner trustee, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Trust Agreement, but only to the extent that such fees, expenses or indemnity payments have not been paid by the administrator and have been outstanding for at least 60 days;

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10. 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 not been paid by the sponsor and have been outstanding for at least 60 days; and

11. to an account for distribution to the certificateholders (the “certificateholders”), any remaining Available Amounts.

Post-Acceleration Priority of Payments

Following the occurrence of an Event of Default that results in the acceleration of the notes and unless and until such acceleration has been rescinded, on each distribution date, the indenture trustee will make the following deposits and distributions on such distribution date, to the extent of Available Amounts on deposit in the Collection Account for such distribution date, in the following order of priority:

1. pro rata, to the indenture trustee, the calculation agent and the owner trustee, any accrued and unpaid fees, expenses and indemnity payments, as applicable, due pursuant to the Indenture and the Trust Agreement, respectively, but only to the extent that such fees, expenses or indemnity payments, as applicable, have not been paid by the administrator and have been outstanding for at least 60 days;

2. 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 not been paid by the sponsor and have been outstanding for at least 60 days;

3. to the servicer, the Base Servicing Fees and any unpaid Base Servicing Fees from one or more prior Collection Periods;

[4. to the swap counterparty, the Net Swap Payment, if any, for such distribution date;]

5. [on a pro rata basis, (A) to the swap counterparty, any Senior Swap Termination Payments for such distribution date, and (B)] on a pro rata basis (based on the amounts distributable pursuant to this clause for each class of noteholders), to the Class A-1 noteholders, the Noteholders’ Interest Distributable Amount for such class, to the Class A-2 noteholders [(pro rata between the Class A-2a notes and the Class A-2b notes, if applicable)], the Noteholders’ Interest Distributable Amount for such class[,] [and]] to the Class A-3 noteholders, the Noteholders’ Interest Distributable Amount for such class [and to the Class A-4 noteholders, the Noteholders’ Interest Distributable Amount for such class];

[6. to the Class B noteholders, the Noteholders’ Interest Distributable Amount for such class;]

7. to the Class A-1 noteholders, until the principal amount of the Class A-1 notes is reduced to zero, then to the Class A-2[] noteholders [pro rata among [,] [and] [the Class A-2a notes[,] [and the Class A-2b notes], on a pro rata basis, based on the respective outstanding principal amounts of those classes of notes, until the principal amount of such classes of notes is reduced to zero[, and then to the Class B noteholders, until the principal amount of such class of notes is reduced to zero]; [and]

[8. to the swap counterparty, any Subordinated Swap Termination Payments for such distribution date; and]

9. to an account for distribution to the certificateholders, any remaining Available Amounts.

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Upon the sale of the issuing entity’s estate under the circumstances described in this prospectus under “Description of the Indenture—Remedies Upon an Event of Default” following an Event of Default, the proceeds of such sale, together with available monies on deposit in the Reserve Account, will be paid in the priority of payments and distributions described above in this section.

If, after the occurrence of an Event of Default and an acceleration of the notes, such acceleration has been rescinded by the noteholders as described under “Description of the Indenture—Remedies Upon an Event of Default,” the issuing entity will continue to pay interest and principal on the notes on each distribution date in the manner set forth under “Distributions on the Notes—Priority of Payments” in this prospectus.

Notwithstanding the foregoing, if amounts actually allocated to pay the Base Servicing Fee[, any Swap Termination Payments] and interest on and principal of the notes on any distribution date are insufficient to make such payments, funds will be withdrawn from the Reserve Account up to the amount on deposit in the Reserve Account to make such payment.

For the purposes of this prospectus, the following terms will have the following meanings:

[The “Adjusted Pool Balance” will mean, at any time, an amount equal to the Pool Balance minus the YSOC Amount.]

The “Noteholders’ Distributable Amount” means, with respect to any distribution date, the sum of the Noteholders’ Interest Distributable Amount for that distribution date plus the Noteholders’ Principal Distributable Amount for that distribution date.

The “Noteholders’ Interest Carryover Shortfall” means, with respect to any distribution date and a class of notes, the excess, if any, of the sum of the Noteholders’ Monthly Interest Distributable Amount for that class for the preceding distribution date plus any outstanding Noteholders’ Interest Carryover Shortfall for that class on that preceding distribution date, over the amount in respect of interest that is actually paid on the notes of that class on that preceding distribution date, plus, to the extent permitted by applicable law, interest on the Noteholders’ Interest Carryover Shortfall at the related Interest Rate for the related Interest Period.

The “Noteholders’ Interest Distributable Amount” means, with respect to any distribution date and a class of notes, the sum of the Noteholders’ Monthly Interest Distributable Amount for such class and distribution date and the Noteholders’ Interest Carryover Shortfall for such class and distribution date.

The “Noteholders’ Monthly Interest Distributable Amount” means, with respect to any distribution date and a class of notes, interest accrued for the related Interest Period at the related Interest Rate for that class on the outstanding principal amount of that class on the immediately preceding distribution date, after giving effect to all payments of principal to noteholders of that class on or prior to that distribution date (or, in the case of the first distribution date, on the original principal amount of that class).

The “Noteholders’ Principal Carryover Shortfall” means, with respect to any distribution date, the excess, if any, of the Noteholders’ Principal Distributable Amount for the preceding distribution date over the amount in respect of principal that is actually paid as principal on the notes on such previous distribution date. The Noteholders’ Principal Carryover Shortfall is not used to determine the amount of principal due on the notes on any distribution date, but is used solely for reporting purposes.

The “Noteholders’ Principal Distributable Amount” means, with respect to any distribution date, an amount equal to the Principal Distribution Amount for such distribution date until the outstanding principal amount of each class of notes has been reduced to zero, and for any distribution date thereafter, an amount equal to zero.

The “Principal Distribution Amount” means, with respect to any distribution date, an amount equal to the sum of (i) the excess, if any, of (x) the [Adjusted] Pool Balance as of the beginning of the related Collection Period, or in the case of the first Collection Period, as of the cut-off date, over (y) the [Adjusted] Pool Balance as of the end of the related Collection Period, and (ii) any Noteholders’ Principal Distributable Amount not paid to the

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noteholders on a prior distribution date because Available Amounts on such distribution date were not sufficient to make such payments; provided, however, that the Principal Distribution Amount on the Final Scheduled Distribution Date for any class of notes will not be less than the amount necessary to reduce the outstanding principal amount of such class to zero.

“Rating Agency Condition” means, with respect to any event or action and each Rating Agency, either (a) written confirmation by such Rating Agency (which may be in the form of a letter, a press release or other publication or a change in such Rating Agency’s published rating criteria to this effect) that the occurrence of such event or action will not cause it to downgrade, qualify or withdraw its rating assigned to the notes, or (b) that such Rating Agency will have been given notice of such event or action at least ten days prior to such event or action (or, if ten days’ advance notice is impracticable, as much advance notice as is practicable) and such Rating Agency will not have issued any written notice that the occurrence of such event or action will cause it to downgrade, qualify or withdraw its rating assigned to the notes. Notwithstanding the foregoing, no Rating Agency has any duty to review any notice given with respect to any event or action.

[“Required Rate” means, with respect to any distribution date, [•]%.]

[“YSOC Amount” means, with respect to any Collection Period and the related distribution date, the aggregate amount by which the principal balance as of the last day of such Collection Period of each receivable owned by the issuing entity (other than a non-collectible receivable, a Defaulted Receivable or a repurchased receivable), exceeds the present value of each scheduled payment of each such receivable assuming the discount rate of such receivable is the greater of the Required Rate or the receivable’s contract rate and that such scheduled payments (assumed to be equal monthly payments that amortize the principal balance of the receivable to zero, using its contract rate, over the remaining term of the contract) are made on the last day of each month and each month has 30 days.]

Payment of Notes

Upon the payment in full of all outstanding notes and the satisfaction and discharge of the Indenture, the owner trustee will succeed to all the rights of the indenture trustee, and the certificateholders will succeed to all the rights of the noteholders under the Transfer and Servicing Agreements, except as otherwise provided in the Sale and Servicing Agreement.

CREDIT ENHANCEMENT

Overcollateralization

Overcollateralization is the amount by which the [Adjusted] Pool Balance exceeds the aggregate outstanding principal amount of the notes. Overcollateralization means that there will be additional assets [(in addition to the YSOC Amount described below)] generating Collections that will be available to cover credit losses on the receivables. The initial amount of overcollateralization [will] [is expected to] be at least $[•], or approximately [•]% of the [Adjusted] Pool Balance as of the cut-off date and approximately [•]% of the aggregate initial principal amount of the notes.

Reserve Account

The issuing entity will cause to be established and maintained a trust account (the “Reserve Account”) which will be a segregated account in the name of the indenture trustee for the benefit of [the swap counterparty,] the noteholders and the certificateholders. The Reserve Account will be created on or prior to the closing date and the issuing entity will cause to be deposited an amount equal to at least $[•], representing approximately [•]% of the related [Adjusted] Pool Balance as of the cut-off date (the “Reserve Account Initial Deposit”). The Reserve Account will thereafter be funded by the deposit therein of the Required Reserve Deposit, if any, for each distribution date to the extent necessary to restore or bring the amounts on deposit in the Reserve Account to equal the Specified Reserve Account Balance.

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On each distribution date, to the extent that amounts in the Collection Account or Available Amounts, as the case may be, are insufficient to fully fund the payments and distributions described in clauses [(1) through (5)] under “Distributions on the Notes—Priority of Payments” or clauses [(1) through (7)] under “Distributions on the Notes—Post-Acceleration Priority of Payments” in this prospectus, the indenture trustee or the owner trustee, as applicable, will withdraw amounts then on deposit in the Reserve Account, up to the amount of any such deficiency, and deposit such amounts into the Collection Account for application pursuant to such clauses.

Amounts held from time to time in the Reserve Account will continue to be held for the benefit of holders of the notes [and the swap counterparty, if any,] and may be invested in one or more Eligible Investments by the indenture trustee, as directed in writing by the servicer. Income on such Eligible Investments (net of losses and expenses) will be paid to the servicer on each distribution date. If the amount on deposit in the Reserve Account on any distribution date (after giving effect to all deposits to and withdrawals from the Reserve Account on that distribution date) is greater than the Specified Reserve Account Balance for that distribution date, the indenture trustee or the owner trustee, as applicable, will release such excess amount to the certificateholders. Upon any such distribution, the issuing entity, owner trustee, indenture trustee[,] [and] the noteholders [and the swap counterparty, if any,] will have no further rights in, or claims to, such amounts.

For any distribution date, the “Specified Reserve Account Balance” will be [at least] [•]% of the [Adjusted] Pool Balance as of the cut-off date.

“Eligible Investments” will be limited to highly rated obligations or obligations backed by the full faith and credit of the U.S. government, certificates of deposit insured up to the maximum amount insurable by the Federal Deposit Insurance Corporation, and instruments or securities that meet the criteria of each Rating Agency from time to time as being consistent with its then-current ratings of the notes that mature no later than the Business Day prior to the date on which such funds are required to be available for application pursuant to the Basic Documents.

The certificateholders will not be required to refund any amounts properly distributed or paid to them, whether or not there are sufficient funds on any subsequent distribution date to make full distributions to the noteholders.

The Reserve Account and the subordination of the certificates are intended to enhance the likelihood of receipt by noteholders of the full amount of principal and interest due them and to decrease the likelihood that the noteholders will experience losses. However, the Reserve Account could be depleted. If the amount required to be deposited into or required to be withdrawn from the Reserve Account to cover shortfalls in collections on the receivables [and any amounts to be paid to the swap counterparty, if any,] exceeds the amount of available cash in the Reserve Account, noteholders could incur losses or suffer a temporary shortfall in the amounts distributed to the noteholders.

[YSOC Amount]

[The YSOC Amount, with respect to any Collection Period and the related distribution date, is the aggregate amount by which the principal balance as of the last day of such Collection Period of each receivable owned by the issuing entity (other than a non-collectible receivable, a Defaulted Receivable or a repurchased receivable), exceeds the present value of each scheduled payment of each such receivable assuming the discount rate of such receivable is the greater of [•]% or the receivable’s contract rate and that such scheduled payments are made on the last day of each month and each month has 30 days. The actual initial YSOC Amount for the actual pool of receivables will be calculated on or prior to the closing date. At any time, the [Adjusted] Pool Balance will equal the Pool Balance minus the YSOC Amount.]

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THE CERTIFICATES

General

On the closing date, the certificates will be issued under the Trust Agreement to the depositor in definitive form; however, the certificates may be transferred by the depositor on or after the closing date. [However, the portion of the certificates being retained by the depositor to satisfy the credit risk retention rules will not be sold or transferred except as permitted by those rules.] Payments on the certificates will be subordinated to payments on the notes. The certificates will not bear interest.

Distributions on the Certificates

Payments will be made to the certificateholders on each distribution date in the priority and in the amount set forth under “Distributions on the Notes—Priority of Payments” and “Distributions on the Notes—Post-Acceleration Priority of Payments” in this prospectus. No payments will be made to the certificateholders, as beneficial owners of the issuing entity, on any distribution date until all principal and interest on the notes that is due and payable on that distribution date has been paid in full. See “The Notes—Payments of Principal” and “Distributions on the Notes—Priority of Payments” and “Distributions on the Notes—Post-Acceleration Priority of Payments” in this prospectus.

DESCRIPTION OF THE TRANSFER AND SERVICING AGREEMENTS

The Transfer and Servicing Agreements

The description of the terms of the Indenture, the Purchase Agreement, the Sale and Servicing Agreement, the Administration Agreement dated as of the closing date (the “Administration Agreement”) by and among the issuing entity, the indenture trustee, the owner trustee and NMAC, as administrator (the “administrator”), and the Trust Agreement (collectively, the “Transfer and Servicing Agreements”) in this prospectus does not purport to be complete and is subject to, and qualified in its entirety by reference to, all the provisions of the Transfer and Servicing Agreements. Forms of the Transfer and Servicing Agreements have been filed as exhibits to the registration statement. Copies of the final signed Transfer and Servicing Agreements will be filed with the SEC following the issuance of the notes.

Sale and Assignment of Receivables

On the closing date [ and on each distribution date during the [revolving][pre-funding] period], NMAC will sell and assign to the depositor, without recourse, pursuant to a Purchase Agreement (the “Purchase Agreement”), its entire interest in the receivables, including the security interests in the Financed Vehicles. On the closing date, the depositor will transfer and assign to the issuing entity, without recourse, pursuant to the Sale and Servicing Agreement, its entire interest in the receivables constituting the receivables pool, including its security interests in the related Financed Vehicles. Each receivable will be identified in a schedule on file with the indenture trustee (a “Schedule of Receivables”), but the existence and characteristics of the related receivables will not be verified by the owner trustee. The owner trustee will, concurrently with the transfer and assignment, on behalf of the issuing entity, execute and deliver the related notes and certificates. The net proceeds received from the sale of the certificates and the notes will be applied to the purchase of the receivables from the depositor and to make the initial deposit into the Reserve Account. The depositor will initially retain the certificates and may sell them to an affiliate of NMAC.

[Additional Sales of Receivables]

[In addition to receivables that the depositor buys from NMAC on the closing date as described above under “ —Sale and Assignment of Receivables,” the depositor may also buy receivables from NMAC to transfer to the issuing entity on each distribution date during the revolving period. The depositor may buy those receivables on substantially the same terms as under the pooling agreement on the closing date. The depositor will then sell receivables that the depositor has bought from NMAC to the trust, pursuant to the sale and servicing agreement. On the closing date, the issuing entity will apply the net proceeds received from the sale of its notes and certificates to pay the depositor for the receivables that are being sold to the trust[, and to make a deposit in an additional funding account and initial deposits to the Collection Account and the Reserve Account.]]

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Representations and Warranties; Remedies

NMAC, pursuant to the Purchase Agreement, will make certain representations and warranties regarding each receivable as of the cut-off date (the “Eligibility Representations”). The Eligibility Representations include, among other representations, representations regarding the economic terms of each receivable, the enforceability of the receivable against the related obligor, the security interest in the related Financed Vehicle, the characterization of the receivable under the UCC, the assignability of each receivable, the contents of the related receivable file and the compliance of the origination of each receivable with applicable law.

On or before the distribution date following the end of the Collection Period (defined below), which includes the 60th day (or, if the depositor elects, an earlier date) after the date that the sponsor discovers or receives notice of a breach of any Eligibility Representation of the sponsor in the Purchase Agreement with respect to any receivable as described above that materially and adversely affects the interests of the noteholders or certificateholders in any receivable, unless the breach is corrected or cured, NMAC, pursuant to the Purchase Agreement, will be required to repurchase that receivable (a “repurchased receivable”), at a price equal to the Repurchase Payment for that receivable. Any such breach will be deemed not to materially and adversely affect the noteholders’ or certificateholders’ interests in that receivable if it does not affect the ability of the issuing entity to receive and retain timely payment in full on such receivable. An investor, the owner trustee (in its discretion or at the direction of a certificateholder) or the indenture trustee (in its discretion or at the direction of an investor) may notify the sponsor of a breach by delivering written notice to the sponsor identifying the receivable and the related breach of an Eligibility Representation. The “Repurchase Payment” with respect to a receivable will be equal to its unpaid Principal Balance as of the beginning of that Collection Period, plus interest accrued through the due date for the obligor’s payment in that Collection Period at the related APR, after giving effect to the receipt of monies collected on that repurchased receivable, if any, in that Collection Period. This repurchase obligation will constitute the sole remedy available to the indenture trustee, the investors, the certificateholders, the depositor or the issuing entity for any uncorrected and uncured breach by NMAC of those representations and warranties.

An investor wishing to direct the indenture trustee to request a repurchase as described above may contact the indenture trustee in writing with the details of the purported breach of an Eligibility Representation and the related receivable. If the requesting investor is not a noteholder as reflected on the note register, the indenture trustee may require that the requesting investor provide verification documents to confirm that the requesting investor that it is, in fact, a beneficial owner of notes. NMAC will be responsible for reimbursing the indenture trustee for any expenses incurred in connection with such disclosure. Repurchase requests that are not resolved to the reasonable satisfaction of the requesting party may, subject to certain conditions, be resolved via dispute resolution proceedings as described in “ —Requests to Repurchase and Dispute Resolution” below.

Asset Representations Review

As discussed above under “—Representations and Warranties; Remedies,” each of the sponsor and the depositor will make the Eligibility Representations regarding the receivables. The asset representations reviewer will be responsible for performing a review of certain receivables for compliance with the Eligibility Representations when the asset review conditions have been satisfied. In order for the asset review conditions to be satisfied, the following two events must have occurred:

• The Delinquency Percentage for any distribution date exceeds the Delinquency Trigger [for that distribution date], as described below under “—Delinquency Trigger;” and

• The investors have voted to direct a review of the applicable Subject Receivables pursuant to the process described below under “—Asset Review Voting.”

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If the review conditions are satisfied (the first date on which the review conditions are satisfied is referred to as the “Review Satisfaction Date”), then the asset representations reviewer will perform an Asset Review as described under “—Asset Review” below.

Delinquency Trigger

On or prior to each determination date, the servicer will calculate the Delinquency Percentage for the related Collection Period. The “Delinquency Percentage” for each distribution date and the related Collection Period is an amount equal to the ratio (expressed as a percentage) of (i) the aggregate Principal Balance of all 60-Day Delinquent Receivables as of the last day of that Collection Period to (ii) the Pool Balance as of the last day of that Collection Period. “60-Day Delinquent Receivables” means, as of any date of determination, all receivables (other than repurchased receivables and Defaulted Receivables) that are 60 or more days delinquent as of such date (or, if such date is not the last day of a Collection Period, as of the last day of the Collection Period immediately preceding such date), as determined in accordance with the servicer’s customary servicing practices. The “Delinquency Trigger” for any distribution date and the related Collection Period is [[•]%] [the percentage set forth below for the distribution dates set forth below:

Distribution Date	Delinquency Trigger
[Month, Year] through [Month, Year]		[	•]%
[Month, Year] through [Month, Year]		[	•]%
[Month, Year] through [Month, Year]		[	•]%]

NMAC believes that the Delinquency Trigger is appropriate based on an analysis of the historical rate of receivables 60 days or more delinquent over the life of NMAC’s [securitized portfolios of retail installment contracts] from [•] through [•] (the “Reference Portfolios”). The [initial] Delinquency Trigger was calculated as a multiple of [•] times the [previous historical peak] [average] 60-Day Delinquent Receivables ratio of the Reference Portfolios[, rounding to the nearest 0.05%]. [NMAC then applied a multiple of [•] to the [average] [peak] 60-Day Delinquent Receivables percentage observed at month [•], month [•] and month [•] in the Reference Portfolios and rounded to the nearest 0.05%.] [An average] [The previous historical peak] of the delinquency ratio was utilized to account for typical seasonal increases in delinquencies. [Because the Reference Portfolios have not experienced significant historical delinquencies and given the relatively stable economic period for these transactions,] the multiple is intended to account for future volatility and stressed economic conditions. [Additionally, the multiple is expected to generate a Delinquency Trigger which would be met before any losses on the Notes would occur.]

“Subject Receivables” means, for any Asset Review, all receivables which are 60-Day Delinquent Receivables as of the [end of the Collection Period immediately preceding the] related Review Satisfaction Date.

Asset Review Voting

The monthly distribution report filed by the depositor on Form 10-D will disclose whether the Delinquency Percentage on any distribution date exceeds the Delinquency Trigger [for that distribution date]. If the Delinquency Percentage on any distribution date exceeds the applicable Delinquency Trigger, then investors holding at least 5% of the aggregate outstanding principal amount of the notes (as of the filing of the Form 10-D that disclosed the Delinquency Percentage) (the “Instituting Noteholders”) may elect to initiate a vote to determine whether the asset representations reviewer should conduct the review described under “ —Asset Review” below 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 Delinquency Percentage exceeds the Delinquency Trigger. If any of the Instituting Noteholders is not a noteholder as reflected on the note register, the indenture trustee may require that investor to provide verification documents to confirm that the investor is, in fact, a beneficial owner of notes. NMAC and the depositor will be responsible for any expenses incurred in connection with such disclosure and reimbursing any expenses incurred by the indenture trustee in connection therewith.

If the Instituting Noteholders initiate a vote as described in the preceding paragraph, the indenture trustee will submit the matter to a vote of all noteholders and the depositor will disclose on Form 10-D that a vote has been called. The vote will remain open until the 120^th day after the filing of the Form 10-D disclosing that the Delinquency Percentage exceeds the Delinquency Trigger. The “Noteholder Direction” will be deemed to have

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occurred if investors representing at least a majority of the voting investors vote in favor of directing a review by the asset representations reviewer. Following the completion of the voting process, the next Form 10-D filed by the depositor will disclose whether or not a Noteholder Direction has occurred. The sponsor, the depositor and the issuing entity are required under the Basic Documents to reasonably cooperate with the indenture trustee to facilitate the voting process. The indenture trustee may set a record date for purposes of determining the identity of investors entitled to vote in accordance with TIA Section 316(c).

Within [five business days] of the Review Satisfaction Date, the indenture trustee will send a notice (the “Review Notice”) to the sponsor, the depositor, the servicer and the asset representations reviewer specifying that the asset review conditions have been satisfied and providing the applicable Review Satisfaction Date. Within [•] days of receipt of such notice, the servicer will provide the asset representations reviewer, with a copy to the indenture trustee, a list of the Subject Receivables.

Fees and Expenses for Asset Review

As described under “Fees and Expenses,” the asset representations reviewer will be paid an annual fee of $5,000 from the sponsor in accordance with the asset representations review agreement. However, that annual fee does not include the fees and expenses of the asset representations reviewer in connection with an asset review of the Subject Receivables. Under the asset representations review agreement, the asset representations reviewer will be entitled to receive a fee of $[•] [for each Subject Receivable for which the Asset Review was started] [per hour for its time spent conducting the Asset Review] [as a flat fee for such Asset Review]. The asset representations reviewer will also be reimbursed for all reasonable out-of-pocket expenses incurred or made by it. All fees payable to, and expenses incurred by, the asset representations reviewer in connection with the Asset Review (the “Review Expenses”) will be payable by NMAC and, to the extent the Review Expenses remain unpaid after 60 days, they will be payable out of amounts on deposit in the Collection Account as described under “Distributions on the Notes— Priority of Payments” and “ —Post-Acceleration Priority of Payments” in this prospectus.

Asset Review

The asset representations reviewer will perform a review of the Subject Receivables for compliance with the Eligibility Representations (an “Asset Review”) in accordance with the procedures set forth in the asset representations review agreement. These procedures will generally involve comparing the Eligibility Representations to a variety of sources, including the data points contained in the data tape that relate to the Eligibility Representations, the original retail installment contract and other documents in the receivables file, and other records of NMAC, as originator and the servicer with respect to that Subject Receivable. If the servicer notifies the asset representations reviewer that a Subject Receivable was paid in full by the obligor or repurchased from the pool before the review report is delivered, the asset representations reviewer will terminate the tests of that receivable and the Asset Review of that receivable will be considered complete. If a Subject Receivable was included in a prior Asset Review, the asset representations reviewer will not conduct additional tests on any such duplicate Subject Receivable but will include the result of the previous tests in the review report. The servicer will render reasonable assistance, including granting access to copies of any underlying documents, to the asset representations reviewer to facilitate the Asset Review, and will provide the asset representations reviewer with access to the receivable files and all other relevant documents related to each Subject Receivable. The servicer will provide access to these materials within [•] days after receipt of the Review Notice. However, the servicer may redact these materials to remove any personally identifiable customer information. The Asset Review will not determine whether noncompliance with the Eligibility Representations should result in a repurchase of the related Subject Receivable under the Basic Documents and the asset representations reviewer will not determine the reason for the delinquency of any receivable, the creditworthiness of any obligor, the overall quality of any receivable or the compliance by the servicer with its covenants with respect to the servicing of the receivables.

Under the asset representations review agreement, the asset representations reviewer is required to complete its review of the Subject Receivables by the [•] day after receiving access to the review materials from the servicer. However, if additional review materials are provided to the asset representations reviewer in accordance with the asset representations review agreement, the review period will be extended for an additional [•] days. Upon completion of its review, the asset representations reviewer will provide a report to the indenture trustee, the sponsor and the depositor of the findings and conclusions of the review of the Subject Receivables, and the Form 10-D filed by the depositor with respect to the Collection Period in which the asset representations reviewer’s report is provided will include a summary of those findings and conclusions.

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The asset representations reviewer will only be responsible for determining whether there was noncompliance with any Eligibility Representation with respect to any Subject Receivable. If the asset representations reviewer determines that there was such noncompliance, the sponsor and the depositor will investigate whether such noncompliance resulted in a breach that materially and adversely affects the interests of the noteholders or certificateholders in the Subject Receivable such that the sponsor, would be required to make a repurchase. In conducting this investigation, the sponsor and the depositor, as applicable, will refer to the information available to it, including the asset representations reviewer’s report.

Requests to Repurchase and Dispute Resolution

If the depositor, an investor, the issuing entity, the owner trustee (acting at the direction of a certificateholder) or the indenture trustee (acting at the direction of an investor) (each, a “requesting party”) requests that the sponsor repurchase any receivable due to a breach of an Eligibility Representation as described under “Description of the Transfer and Servicing Agreements—Representations and Warranties; Remedies” in this prospectus (the party or parties requested to repurchase a receivable, the “requested party” or “requested parties”) and the repurchase 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 sponsor, the requesting party may refer the matter, at its discretion, to either mediation or arbitration. If the requesting party is the indenture trustee or the owner trustee, the indenture trustee or the owner trustee, as applicable, will follow the direction of the related investor or of the certificateholder, as applicable, during the mediation or arbitration. If both the owner trustee (on behalf of one or more certificateholders) and the indenture trustee (on behalf of one or more investors) are requesting parties, then the indenture trustee as requesting party (at the direction of the investor that directed the indenture trustee to make the repurchase request) will have the right to make the selection of mediation or arbitration. The requesting party will provide notice of its intention to refer the matter to mediation or arbitration, as applicable, to the requested parties, with a copy to the issuing entity, the owner trustee and the indenture trustee. Under no circumstances will the indenture trustee be liable for any costs, expenses and/or liabilities that could be allocated to the requesting party.

If the requesting party selects mediation, the mediation will be administered by [a nationally recognized arbitration and mediation association][one of [identify acceptable options]] selected by the requesting party. The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. The mediator is required to be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the American Arbitration Association (the “AAA”).

If the requesting party selects arbitration, the arbitration will be administered by [a nationally recognized arbitration and mediation association][one of [identify acceptable options]] jointly selected by the parties (or, if the parties are unable to agree on an association, by the AAA). The arbitrator is required to be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the AAA. 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.

Any mediation and arbitration described above will be held in [New York, New York] (or, such other location as the parties mutually agree upon) and will be subject to certain confidentiality restrictions (which will not limit disclosures required by applicable law) and additional terms set forth in the Purchase Agreement. A requesting party may not initiate a mediation or arbitration as described above with respect to a receivable 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 receivable if the mediation or arbitration has not yet concluded, subject to a determinations by the parties to the existing mediation or arbitration that such a joinder would not prejudice the rights of the participants to such existing mediation or arbitration or unduly delay such proceeding.

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Custody of Documents Evidencing the Receivables

Pursuant to the Sale and Servicing Agreement, the issuing entity will designate the servicer as custodian to directly or indirectly through subservicers maintain (a) physical possession as the issuing entity’s agent of the tangible records constituting or forming a part of the related retail installment contracts and any other tangible records relating to the receivables (including amendments to electronic chattel paper that are evidenced in tangible form), or (b) control as the issuing entity’s agent over the electronic records constituting or forming a part of the retail installment contracts and any other electronic records relating to the receivables.

To assure uniform quality in servicing both the receivables and the servicer’s own portfolio of automobile and light-duty truck installment contracts, as well as to facilitate servicing and to reduce administrative costs, any documents evidencing the receivables will not be physically segregated from other motor vehicle retail installment contracts of the servicer, or those which the servicer services for others, or marked to reflect the transfer to the issuing entity as long as NMAC is servicing the receivables.

Accounts

The Collection Account[,] [and] the Reserve Account [and the Pre-Funding Account] (each, an “Account”) generally will be maintained with [the account bank,] the indenture trustee or the owner trustee in an account that meets the requirements of each Rating Agency.

Funds in the Collection Account[,] [and] the Reserve Account [and the Pre-Funding Account] [and the [Cap][Swap] Termination Payment Account] will be invested as provided in the Sale and Servicing Agreement in Eligible Investments. Eligible Investments are limited to obligations or securities that mature no later than the business day prior to the next distribution date. Thus, the amount of cash in any Account at any time may be less than the balance of the related Account. If the amount required to be withdrawn from any Reserve Account to cover shortfalls in collections on the related receivables exceeds the amount of cash in the Reserve Account a temporary shortfall in the amounts paid to the noteholders could result, which could, in turn, increase the average life of the notes. Investment earnings on funds deposited in the Accounts, net of losses and investment expenses, will be released to the servicer on each distribution date and will be the property of the servicer.

Servicing Procedures

The servicer will, consistent with the Sale and Servicing Agreement, follow the collection procedures it follows with respect to comparable retail installment contracts it services for itself. Additionally, under the Sale and Servicing Agreement, the servicer and its affiliates may engage in any marketing practice or promotion or any sale of any products, goods or services to obligors with respect to the receivables so long as such practices, promotions or sales are offered to obligors of comparable motor vehicle receivables serviced by the servicer for itself and others, whether or not such practices, promotions or sales might result in a decrease in the aggregate amount of payments on the receivables, prepayments or faster or slower timing of the payment of the receivables. The servicer may waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a receivable. The servicer may refinance any receivable and deposit the outstanding principal balance of such receivable into the Collection Account. The receivable created by such refinancing will not be property of the issuing entity. The servicer and its affiliates may also sell insurance or debt cancellation products, including products which result in the cancellation of some or all of the amount of a receivable upon the death or disability of the obligor or any casualty with respect to the Financed Vehicle. In addition, the servicer may make certain modifications with respect to the receivables in accordance with its customary servicing practices, subject to the limitations set forth in “ —Modifications of Receivables” below.

In addition, the servicer will covenant that, except as may be required by state or federal law or court order, or as otherwise contemplated in the Sale and Servicing Agreement (including the provisions in the immediately preceding paragraph), it will not release any Financed Vehicle from the security interest granted by the related receivable, except in the event of payment in full (or payment in full less a deficiency which the servicer would not attempt to collect in accordance with its customary servicing practices) or certain other specified circumstances.

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If the servicer (i) modifies a receivable as described under “ —Modifications of Receivables” below or (ii) releases the security interest in a Financed Vehicle (except (x) in the event of payment in full by or on behalf of the obligor thereunder or payment in full less a deficiency which the servicer would not attempt to collect in accordance with its customary servicing practices, (y) in connection with repossession or (z) except as may be required by an insurer in order to receive proceeds from any insurance policy covering such Financed Vehicle), the servicer or the issuing entity will inform the other party and the indenture trustee promptly, in writing, upon the discovery of such action if it would materially and adversely affect the interests of the noteholders or certificateholders in any receivable. If the breach materially and adversely affects the interests of the noteholders or certificateholders in such receivable and is not corrected or cured, then the servicer will repurchase such receivable from the issuing entity on or before the distribution date following the end of the Collection Period that includes the 60th day (or, if the servicer elects, an earlier date) after the date that the servicer became aware of or was notified of such breach, at a price equal to the Repurchase Payment for that receivable. Any such breach will be deemed not to materially and adversely affect the noteholders’ or certificateholders’ interests in that receivable if it does not affect the ability of the issuing entity to receive and retain timely payment in full on such receivable. This purchase obligation will constitute the sole remedy available to the issuing entity, the noteholders, the certificateholders, the indenture trustee or the owner trustee for any uncured breach by the servicer.

If the servicer determines that eventual payment in full of a receivable is unlikely, the servicer will follow its customary servicing practices and procedures to recover all amounts due upon that receivable, including repossessing and disposing of the related Financed Vehicle at a public or private sale (unless it determines in its sole discretion that repossession will not increase the liquidation proceeds by an amount greater than the expense of such repossession or that the proceeds ultimately recoverable with respect to such receivable would be increased by forbearance), or taking any other action permitted by applicable law. See “Material Legal Aspects of the Receivables” in this prospectus.

Modifications of Receivables

Pursuant to the Sale and Servicing Agreement, the servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments on a receivable in accordance with its customary servicing practices; provided, however, that if the servicer (1) extends the date for final payment by the obligor of any receivable beyond the last day of the Collection Period prior to the latest final scheduled distribution date of any notes or (2) reduces the APR or Principal Balance of any receivable other than as required by applicable law (including, without limitation, by the Servicemembers Civil Relief Act) or court order, then the servicer will be required to purchase that receivable from the issuing entity if such change in the receivable would materially and adversely affect the interests of the noteholders or certificateholders in such receivable. This purchase obligation is described under “ —Servicing Procedures” above.

The servicer may from time to time, in accordance with its customary servicing practices, permit an extension on payments due on a receivable, offer an obligor an opportunity to defer payments on a receivable or lower the monthly payments due on a receivable without reducing the Principal Balance of the related receivable by extending the maturity of the related receivable by up to twelve months, in each case, on a case by case basis. See “The Receivables—Modifications of Receivables” in this prospectus. Any of these deferrals or extensions may extend the maturity of the related receivables and increase the weighted average life of the notes. As a result, the weighted average life and yield on your notes may be adversely affected by extensions and deferrals on the receivables. See “Weighted Average Life of the Notes.”

[Acquisition of Subsequent Receivables During Funding Period]

[On the closing date, $[•] (the “pre-funded amount”) of the proceeds from the sale of the notes will be deposited into the pre-funding account, which will be included in the issuing entity property. The pre-funded amount will not be greater than 25% of the proceeds of the offering of the notes. Subsequent receivables will be sold by NMAC to the depositor under an assignment executed pursuant to the purchase agreement and will be sold by the depositor to the issuing entity under an assignment executed pursuant to the sale and servicing agreement. The amount of funds withdrawn from the pre-funding account for the acquisition of subsequent receivables on a funding date will be equal to the Receivables Purchase Price with respect to such subsequent receivables. In order to acquire subsequent receivables on a funding date, certain conditions precedent set forth in the sale and servicing

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agreement must be satisfied, including that such subsequent receivables may not be acquired through the pre-funding account if the effect of such acquisition would be to (i) reduce the weighted average contract rate of all subsequent receivables to less than [•]%, (ii) increase the weighted average loan-to-value ratio of all subsequent receivables to more than [•]%, (iii) reduce the weighted average FICO^® score at origination of all subsequent receivables to less than [•], (iv) increase the weighted average remaining term to maturity of all subsequent receivables to greater than [•] months or (v) increase the portion of all receivables due from obligors having a billing address in any given state to a level greater than 20% of the Pool Balance. Additionally, each subsequent receivable must satisfy, as of the applicable subsequent cut-off date, the eligibility criteria set forth in the [first] paragraph under “The Receivables—Characteristics of the Receivables” in this prospectus. The underwriting criteria for subsequent receivables will be the same as those described for the initial receivables under “The Sponsor”. Assuming that substantially all of the pre-funded amount is used for the purchase of subsequent receivables, the aggregate principal balance of the subsequent receivables as of their respective subsequent cut-off dates will equal approximately [•]% of the aggregate principal balance of all receivables as of their respective cut-off dates.

“Receivables Purchase Price” means, with respect to subsequent receivables purchased on a funding date, [•]% of the Subsequent Pool Balance of such subsequent receivables (provided, however, that the Receivables Purchase Price on the final funding date may be adjusted as agreed to by the depositor and the issuing entity to be less than [•]% for the purpose of using all funds remaining on deposit in the pre-funding account to purchase subsequent receivables).

“Subsequent Pool Balance” means, with respect to all of the subsequent receivables transferred on a funding date, the aggregate principal balance of such subsequent receivables as of the related subsequent cut-off date.

On the first distribution date following the end of the funding period, and after the application of Available Amounts in accordance with the priority of payments set forth in “ —Priority of Payments” below, the indenture trustee will withdraw any remaining funds on deposit in the pre-funding account (excluding investment earnings, if any) and pay those remaining funds as principal to the noteholders after giving effect to any distributions of principal made on that distribution date in sequential order of priority beginning with the Class A-1 notes until each such class is paid in full, if the aggregate of those amounts is $100,000 or less. If the remaining funds on deposit in the pre-funding account exceed $100,000, the funds will be paid as principal on a pro rata basis to all the noteholders based on the original Note Balance of each class of notes; provided, that if the pro rata portion of the remaining funds allocable to any class of notes would exceed the outstanding Note Balance of that class after giving effect to any distributions of principal made on that distribution date, then the funds in excess of such outstanding Note Balance will be paid sequentially to the remaining classes of notes beginning with the Class A-1 notes until each such class is paid in full.

Amounts on deposit in the pre-funding account will be invested by the indenture trustee at the direction of the servicer in Eligible Investments and investment earnings thereon will be deposited into the Collection Account as Available Amounts on each distribution date.

In connection with each purchase of subsequent receivables, officers on behalf of the servicer, the depositor and the issuing entity will certify that the requirements summarized above are met with regard to that funding. None of the Rating Agencies nor any other person will provide independent verification of that certification.]

[The Revolving Period]

[During the revolving period, noteholders will not receive principal payments. Instead, on each distribution date during the revolving period, the issuing entity will seek to reinvest amounts that would otherwise be distributed as principal in additional receivables to be purchased from the depositor. The revolving period may not be longer than three years from the date of an issuance of a series of notes.

The issuing entity will purchase additional receivables meeting the eligibility requirements described in “The Receivables—Characteristics of the Receivables.” The purchase price for each additional receivable will be its aggregate receivables principal balance. The issuing entity will seek to purchase additional receivables from the depositor in an aggregate amount equal to the Target Reinvestment Amount, to the extent of the funds available in the accumulation account. The depositor will seek to make receivables available to the issuing entity as additional receivables in an amount approximately equal to the amount of the funds available in the

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accumulation account, but it is possible that the depositor will not have sufficient additional receivables for this purpose. Any portion of the funds available in the accumulation account which is not used to purchase additional receivables on a distribution date during the revolving period will be re-deposited into the accumulation account and applied on subsequent distribution dates in the revolving period to purchase additional receivables. Securityholders will be notified of the purchase of additional receivables on Form 10-D.

The amount of additional receivables and percentage of asset pool will be determined by the amount of cash available from payments and prepayments on existing assets. There are no stated limits on the amount of additional receivables allowed to be purchased during the revolving period in terms of either dollars or percentage of the initial asset pool. Further, there are no requirements regarding minimum amounts of additional receivables that can be purchased during the revolving period.

The revolving period consists of the monthly periods beginning with the [ ] monthly period and ending with the [ ] monthly period and the related distribution dates. Reinvestments in additional receivables will be made on each distribution date related to those monthly periods. The revolving period will terminate sooner if an Early Amortization Event occurs in one of those monthly periods, in which case the amortization period will begin and no reinvestment in additional receivables will be made on the related distribution date. During the amortization period, noteholders will be entitled to receive principal payments in accordance with the priorities set forth in “The Notes—Distributions” in this prospectus.

An “Early Amortization Event” will occur if:

• the amount on deposit in the reserve account is less than the Specified Reserve Account Balance on consecutive distribution dates following the application of funds on such date;

• the amount on deposit in the accumulation account is less than the Target Reinvestment Amount on consecutive distribution dates following the application of funds on such date;

• the amount on deposit in the accumulation account is greater than [ ] % of the initial aggregate receivables principal balance on [ ] consecutive distribution dates following the application of funds on such date;

• an Event of Default occurs; or

• a Servicer Default occurs.

The occurrence of an Early Amortization Event is not necessarily an Event of Default under the indenture.

“Target Reinvestment Amount” means, as of any distribution date during the revolving period, the excess, if any, of the aggregate principal amount of the notes as of the preceding distribution date or the closing date, as applicable, plus the overcollateralization amount over the [adjusted] pool balance as of the last day of the monthly period related to the then current distribution date.]

Collections

The servicer will deposit into the Collection Account not later than the second Business Day after identification for each Collection Period the sum of (i) all collections on receivables, (ii) without duplication of amounts described in clause (i), all net liquidation proceeds, and (iii) the amount, if any, deposited into the Collection Account from the Reserve Account (collectively, “Collections”). However, the servicer may retain such amounts until the Business Day prior to the related distribution date if both of the following conditions are met:

1. NMAC is the servicer; and

2. NMAC’s short-term unsecured debt obligations are rated [at least “F-1” by Fitch Ratings, Inc.[,] [and]] [at least “P-1” by Moody’s Investors Service, Inc. [and]] [at least “A-1” by S&P Global Ratings].

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Notwithstanding the foregoing, the servicer may deposit Collections into the Collection Account on any other alternate remittance schedule (but not later than the related distribution date) if the Rating Agency Condition is satisfied with respect to such alternate remittance schedule. The servicer will be entitled to withhold, or to be reimbursed from amounts otherwise payable into or on deposit in the Collection Account, amounts previously deposited in the Collection Account but later determined to have resulted from mistaken deposits or postings. Pending deposit into the Collection Account, collections may be employed by the servicer at its own risk and for its own benefit and are not required to be segregated from its own funds.

[The indenture trustee will promptly, on the date of receipt, deposit into the Collection Account all Net [Cap][Swap] Receipts received by it under the Interest Rate [Cap][Swap] Agreement in immediately available funds.]

NMAC or the servicer, as the case may be, will remit the aggregate Repurchase Payments of receivables to be purchased from the issuing entity to the Collection Account on the Business Day immediately preceding the related distribution date. The servicer may instruct the indenture trustee to invest amounts held in the Collection Account in Eligible Investments from the time deposited until the related distribution date. On each distribution date, all net income or other gain from the investment of funds on deposit in the Collection Account and the Reserve Account in respect of the related Collection Period will be distributed to the servicer.

Collections on or in respect of a receivable made during a Collection Period (including Repurchase Payments) will be applied to such receivable in accordance with the servicer’s customary servicing practices.

Statements to Trustees and Issuing Entity

On or prior to each determination date, the servicer will provide to the indenture trustee and the owner trustee a statement setting forth with respect to the notes substantially the same information that is required to be provided in the periodic reports provided to noteholders described under “ —Statements to Noteholders” below.

Statements to Noteholders

On or prior to each determination date, the servicer will prepare and provide to the indenture trustee and the owner trustee a statement to be delivered to the noteholders and the certificateholders on the distribution date that will include among other information, the following information (or such other substantially similar information so long as such information satisfies the requirements of Item 1121 of Regulation AB) regarding the notes with respect to that distribution date:

1. the amount of the payment allocable to the principal amount of each class of notes;

2. the amount of the payment allocable to interest on or with respect to each class of notes;

[3. the YSOC Amount;]

4. the Pool Balance as of the close of business on the last day of the related Collection Period;

[5. the Adjusted Pool Balance as of the close of business on the last day of the related Collection Period;]

6. the amount of the Base Servicing Fee paid to the servicer with respect to the related Collection Period, the amount of any unpaid Base Servicing Fees and the change in such amount from the prior distribution date and the amount of any Supplemental Servicing Fee, if any, paid to the servicer with respect to the related Collection Period, [and the amount, if any, paid to the indenture trustee, the calculation agent, the owner trustee or the asset representations reviewer with respect to the related Collection Period];

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7. the Noteholders’ Interest Carryover Shortfall and the Noteholders’ Principal Carryover Shortfall, if any, with respect to each class of notes, and the change in such amounts from the preceding distribution date;

8. the aggregate outstanding principal amount of the notes, the Note Factor and the Note Pool Factor with respect to each class of notes, and the aggregate outstanding principal amount of the certificates, in each case after giving effect to all payments in respect of principal on such distribution date;

9. the balance of the Reserve Account on such distribution date, after giving effect to changes thereto on such distribution date and the amount of such changes;

10. the amount of defaults and net losses on the receivables for the related Collection Period;

11. the number of receivables that are 31-60, 61-90, 91-120 and more than 120 days delinquent as of the end of the related Collection Period;

12. the aggregate Principal Balance of receivables that are 31-60, 61-90, 91-120 and more than 120 days delinquent as of the end of the related Collection Period;

13. the aggregate Principal Balance of 60-Day Delinquent Receivables for such distribution date;

14. the Delinquency Percentage;

15. the Delinquency Trigger [for such distribution date];

16. any material changes in practices with respect to charge-offs, collection and management of delinquent receivables, and the effect of any grace period, re-aging, re-structuring, partial payments or other practices on delinquency and loss experience;

17. any material modifications, extensions or waivers to receivables terms, fees, penalties or payments during the Collection Period; [and]

18. any material breaches of representations, warranties or covenants with respect to the receivables[.][; and]

19. [the amount of the Net [Cap][Swap] Receipts, if any, [the Net Swap Payment, if any,] the Senior Swap Termination Payment, if any, the Subordinated Swap Termination Payment, if any, and the [Cap][Swap] Termination Payment, if any; and]

[20. the amount, if any, reinvested in additional receivables during the revolving period, if any; and]

[21. if applicable, whether the revolving period has terminated early due to the occurrence of an early amortization event.]

Copies of the statements may be obtained by the noteholders or the certificateholders by delivering a request in writing addressed to the indenture trustee or the owner trustee at its address set forth in this prospectus.

Within the prescribed period of time for tax reporting purposes after the end of each calendar year during the term of the issuing entity, the indenture trustee will mail to each person who at any time during that calendar year has been a noteholder and received any payment [and the [cap provider][swap counterparty]], a statement containing information for the purposes of that noteholder’s preparation of federal and state income tax returns. See “Material U.S. Federal Income Tax Consequences” in this prospectus.

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Compensation for Servicer and Administrator

As servicer, NMAC will be entitled to compensation for the performance of its servicing obligations with respect to the receivables under the Sale and Servicing Agreement. NMAC will also perform the administrative obligations required to be performed by the issuing entity or the owner trustee under the Basic Documents. As compensation for the performance of its obligations as administrator under the Administration Agreement and as reimbursement for its expenses related thereto, NMAC will be entitled to a monthly payment of compensation in an amount to be agreed to between the administrator and the servicer, which will be solely an obligation of the servicer.

The Base Servicing Fee for the calendar month immediately preceding any distribution date (a “Collection Period”) will be one-twelfth of [•]% (the “Servicing Rate”) of the Pool Balance as of the last day of the preceding Collection Period or, in the case of the first distribution date, the aggregate principal balance of the receivables on the cut-off date (the “Base Servicing Fee”). The Base Servicing Fee, together with any unpaid Base Servicing Fee for any previous Collection Period, will be paid on each distribution date solely to the extent of Available Amounts (and, if necessary, amounts available in the Reserve Account). The servicer will be entitled to collect and retain as additional servicing compensation in respect of each Collection Period any late fees, prepayment charges and any other administrative fees and expenses or similar charges collected during that Collection Period (the “Supplemental Servicing Fee”). The servicer will also be entitled to receive any investment earnings or interest earned during that Collection Period from the investment of monies on deposit in the Collection Account and the Reserve Account. See “ —Collections” above. The servicer will be paid the Base Servicing Fee and the Supplemental Servicing Fee (collectively, the “Total Servicing Fee”) for each Collection Period on the following distribution date related to that Collection Period. The Base Servicing Fee will be paid from Available Amounts (and, if necessary, amounts available in the Reserve Account) prior to the payment of the Noteholders’ Distributable Amount.

The Total Servicing Fee will compensate the servicer for performing the functions of a third-party servicer of motor vehicle receivables as an agent for the beneficial owner of those receivables, including collecting and posting all payments, responding to inquiries of obligors on the receivables, investigating delinquencies, sending payment statements to obligors, reporting tax information to obligors, paying costs of collections and policing the collateral. The Total Servicing Fee will also compensate the servicer for administering the receivables, including accounting for collections and furnishing monthly statements to the owner trustee and indenture trustee with respect to payments. The servicer will be required to pay all expenses incurred by it in connection with its duties as servicer, including taxes imposed on the servicer, accounting fees, outside auditor fees, data processing costs and other costs incurred in connection with administering the receivables.

The “Pool Balance” as of the close of business on the last day of a Collection Period will equal the aggregate Principal Balance of the receivables (excluding repurchased receivables and Defaulted Receivables) as of the close of business on such day. The “Principal Balance” of a receivable as of any date will equal the outstanding principal balance of such receivable calculated by the servicer in accordance with its customary servicing practices.

Net Deposits

As an administrative convenience and as long as specified conditions are satisfied, NMAC (as servicer or in any other capacity) will be permitted to make the deposit of collections and amounts deposited in respect of purchases of receivables by the depositor or the servicer for or with respect to the related Collection Period net of payments to be made to the servicer or any of its affiliates with respect to that Collection Period. The servicer, however, will account for the foregoing deposits and payments (except for the Supplemental Servicing Fee, to the extent that the servicer is entitled to retain such amounts) as if all of the foregoing deposits and payments were made individually.

Optional Purchase

The outstanding notes will be paid in full on any distribution date on which NMAC, as servicer, exercises its option to purchase the issuing entity’s property (other than the Reserve Account) by depositing in the Collection Account an amount equal to the Optional Purchase Price net of payments to be made to the servicer or any of its affiliates. NMAC, as servicer may purchase the receivables on any distribution date when the Pool Balance will

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have declined to [5]% or less of the outstanding aggregate principal balance of the receivables as of the cut-off date (an “Optional Purchase”), as described below under “ —Termination.” The “Optional Purchase Price” for the outstanding notes will be equal to an amount equal to the greater of (a) the aggregate Repurchase Payments for the receivables (including receivables that became defaulted receivables in the Collection Period preceding the distribution date on which the Optional Purchase occurs) and (b) the sum of (i) the aggregate outstanding principal amount of the notes, (ii) the Noteholders’ Interest Distributable Amount for all Classes of notes for that distribution date[,] [and] (iii) any amounts due to the indenture trustee, the calculation agent and the owner trustee under clauses [8 and 9] of “Distributions on the Notes—Priority of Payments” above [and (iv) all amounts payable to the [cap provider][swap counterparty] under the Interest Rate [Cap][Swap] Agreement(s), if any].

Removal or Replacement of Servicer

The indenture trustee or noteholders evidencing a majority of the outstanding aggregate principal amount of the notes, acting together as a single class, may terminate the rights and obligations of the servicer under the Sale and Servicing Agreement upon the occurrence of any of the following events (each, a “Servicer Default”):

1. any failure by the servicer to deliver or cause to be delivered to [the account bank,] the to the owner trustee or the indenture trustee, as applicable, for deposit in any account any required payment or to direct [the account bank,] the owner trustee or the indenture trustee, as applicable, to make any required distributions from that account, and that failure continues unremedied for ten Business Days after (a) receipt by the servicer of written notice of the failure from the indenture trustee or the holders of notes evidencing not less than a majority in principal amount of the outstanding notes, acting together as the single class, or (b) discovery of that failure by an authorized officer of the servicer;

2. any failure by the servicer to duly observe or perform in any material respect any other covenants or agreements of the servicer set forth in the Sale and Servicing Agreement, and that failure materially and adversely affects the rights of the noteholders or certificateholders, and that failure continues unremedied for 90 days after receipt by the servicer of written notice of the failure from the indenture trustee or the holders of notes evidencing not less than a majority in principal amount of those outstanding notes, acting together as a single class; provided, however, that a failure under this clause (2) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by a force majeure or other similar occurrence; or

3. the occurrence of an insolvency event with respect to the servicer.

Under those circumstances, after receipt by the servicer of written notice of the termination of all of the rights and obligations of the servicer under the Sale and Servicing Agreement from the indenture trustee or the holders of notes evidencing a majority of the aggregate principal amount of the outstanding notes, acting together as a single class, authority and power will, without further action, pass to and be vested in the indenture trustee or a successor servicer appointed under the Sale and Servicing Agreement. If, however, a bankruptcy trustee or similar official has been appointed for the servicer, and no Servicer Default other than the appointment of a bankruptcy trustee or similar official has occurred, that trustee or official may have the power to prevent the indenture trustee or the noteholders from effecting a transfer of servicing. Upon receipt of notice of the occurrence of a Servicer Default or the termination or resignation of the servicer, the administrator will give notice thereof to the Rating Agencies. Upon payment in full of interest on and principal of the notes [and all amounts due under the Interest Rate Swap Agreement(s), if any], the certificateholders will succeed to the rights of the noteholders with respect to removal of the servicer. All reasonable costs and expenses incurred in connection with transferring the servicing of the receivables to a successor servicer will be paid by the predecessor servicer. Notwithstanding the foregoing, if the predecessor servicer is the indenture trustee, NMAC will reimburse the indenture trustee for all reasonable costs and expense incurred in connection with transferring the servicing of the receivables to a successor servicer.

Upon the termination or resignation of the servicer, the servicer, subject to that termination or removal, will continue to perform its functions as servicer, in the case of (a) termination, only until the date specified in the termination notice or, if no such date is specified therein, the date of the servicer’s receipt of such notice, and (b) resignation, until the earlier of (1) the date 45 days from the delivery to the owner trustee and the indenture trustee of the resignation notice, and (2) the date upon which the predecessor servicer becomes unable to act as servicer, as specified in the resignation notice.

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Upon the appointment of a successor servicer, the successor servicer will assume all of the rights and obligations of the servicer under the Sale and Servicing Agreement. Any compensation payable to a successor servicer may not be in excess of that permitted for the predecessor servicer.

If a successor servicer has not been appointed by the time the predecessor servicer has ceased to act as servicer, the indenture trustee will, without further action, be automatically appointed the successor servicer. If the indenture trustee is unwilling or legally unable to so act, it will appoint, or petition a court of competent jurisdiction for the appointment of, a successor servicer with a net worth of at least $100,000,000 and whose regular business includes the servicing of automobile receivables. The indenture trustee, or any person appointed as successor servicer, will be the successor in all respects to the predecessor servicer under the Sale and Servicing Agreement and all references in the Sale and Servicing Agreement to the servicer will apply to that successor servicer. The issuing entity may make arrangements for compensation to be paid, but the compensation for the successor servicer may not be greater than that permitted the predecessor servicer under the Sale and Servicing Agreement. Notwithstanding termination, the servicer will be entitled to payment of specified amounts payable to it prior to the termination for services it rendered prior to the termination.

Waiver of Past Servicer Defaults

The holders of notes evidencing a majority of the aggregate outstanding principal amount of the notes, or if a Servicer Default does not adversely affect the indenture trustee or the noteholders, the holders of certificates evidencing a majority of the aggregate outstanding balance of the certificates may, on behalf of all those noteholders or certificateholders, waive in writing any default by the servicer in the performance of its obligations under the Sale and Servicing Agreement and its consequences, except a Servicer Default in making any required deposits to or payments from the Collection Account in accordance with the Sale and Servicing Agreement. No waiver will impair those noteholders’ or certificateholders’ rights with respect to subsequent defaults.

Servicer Resignation and Termination

The servicer may not resign from its obligations and duties under the Sale and Servicing Agreement unless it determines that its duties thereunder are no longer permissible by reason of a change in applicable law. No such resignation will become effective until a successor servicer has assumed the servicer’s obligations under the Sale and Servicing Agreement.

The rights and obligations of the servicer under the Sale and Servicing Agreement may be terminated following the occurrence and continuance of a Servicer Default, as described above under “—Removal or Replacement of Servicer.”

Material Matters Regarding the Servicer

Indemnification by and Limitation of Liability of the Servicer. Under the Sale and Servicing Agreement, neither the servicer nor any of its directors, officers, employees or agents will be under any liability to the issuing entity[, the [cap provider][swap counterparty]] or the noteholders or certificateholders for taking any action or for refraining from taking any action pursuant to the Sale and Servicing Agreement or for errors in judgment; except that neither the servicer nor any person will be protected against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of the servicer’s duties under that document or by reason of reckless disregard of its obligations and duties under that document. In addition, the servicer is not obligated to appear in, prosecute or defend any legal action that is not incidental to the servicer’s servicing responsibilities under the Sale and Servicing Agreement and that, in its opinion, may cause it to incur any expense or liability. The servicer may, however, undertake any reasonable action that it may deem necessary or desirable in respect of the Basic Documents, the rights and duties of the parties thereto and the interests of the noteholders or certificateholders under the applicable agreement. In that event, the legal expenses and costs of that action and any liability resulting therefrom will be expenses, costs and liabilities of the servicer, and the servicer will not be entitled to be reimbursed therefor.

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The servicer will indemnify the owner trustee, indenture trustee, the calculation agent [, the [cap provider][swap counterparty]] and the issuing entity for any loss, liability, claim damage or reasonable expense to the extent such loss, liability, claim, damage or reasonable expense arose out of the negligence, willful misfeasance or bad faith of the servicer in the performance of its duties under the Sale and Servicing Agreement or by reason of reckless disregard of its obligations and duties under the Sale and Servicing Agreement.

Merger or Consolidation of Servicer. Any entity into which the servicer may be merged or consolidated, or any entity resulting from any merger, conversion or consolidation to which the servicer is a party, or any entity succeeding to the business of the servicer or any corporation, more than 50% of the voting stock of which is owned, directly or indirectly, by Nissan, which assumes the obligations of the servicer, will be the successor of the servicer under the Sale and Servicing Agreement. For as long as NMAC is the servicer, it may at any time delegate any or all of its duties as servicer under the Sale and Servicing Agreement to any of its affiliates or specific duties as servicer through subcontractors provided that no such subcontracting will relieve the servicer of its responsibilities with respect to such duties.

Appointment of Co-Trustees

As a matter of Delaware law, the issuing entity will be viewed as a separate legal entity, distinct from the owner trustee, and the issuing entity will be viewed as the issuer of the certificates. The owner trustee, the indenture trustee and any of their respective affiliates may hold certificates in their own names or as pledgees.

For the purpose of meeting the legal requirements of some jurisdictions, the administrator and the owner trustee acting jointly (or in some instances, the owner trustee acting alone) or the indenture trustee, will have the power to appoint co-trustees or separate trustees of all or any part of the issuing entity. In the event of an appointment of co-trustees or separate trustees, all rights, powers, duties and obligations conferred or imposed upon the owner trustee by the Sale and Servicing Agreement and the Trust Agreement or the indenture trustee by the Indenture will be conferred or imposed upon the owner trustee or the indenture trustee and each of their respective separate trustees or co-trustees jointly, or, in any jurisdiction in which the owner trustee or the indenture trustee will be incompetent or unqualified to perform specified acts, singly upon that separate trustee or co-trustee who will exercise and perform those rights, powers, duties and obligations solely at the direction of the owner trustee or the indenture trustee.

Amendment

The Sale and Servicing Agreement may be amended by the seller and the servicer without the consent of the indenture trustee, any noteholder, the issuing entity, the owner trustee or any other person, if one of the following requirements is met:

1. an opinion of counsel or officer’s certificate of the seller or the servicer to the effect that such amendment will not materially and adversely affect the interests of the noteholders is delivered to the indenture trustee; or

2. the Rating Agency Condition is satisfied with respect to such amendment;

provided, that in the event that any certificates are then held by anyone other than the administrator or any of its affiliates, the Sale and Servicing Agreement may only be amended if, in addition, (i) the holders of the certificates evidencing a majority of the aggregate certificate percentage interest consent to the amendment or (ii) the amendment will not, as evidenced by an officer’s certificate of the administrator or an opinion of counsel delivered to the owner trustee, materially and adversely affect the interests of the certificateholders.

The seller and the servicer may also amend the Sale and Servicing Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Sale and Servicing Agreement or of modifying in any manner the rights of the noteholders or the certificateholders with the consent of:

1. the holders of a majority of the aggregate outstanding principal amount of the notes; and

2. the holders of a majority of the aggregate certificate percentage interest.

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[The indenture trustee will notify the [cap provider][swap counterparty] of any proposed amendment to the Sale and Servicing Agreement. If such proposed amendment would materially and adversely affect any of the [cap provider’s][swap counterparty’s] rights or obligations under an [Interest Rate [Cap][Swap] Agreement], the indenture trustee will obtain the consent of the [cap provider][swap counterparty] prior to the adoption of such amendment; provided that the [cap provider’s][swap counterparty’s] consent to any such amendment may not be unreasonably withheld and will be deemed to have been given if the [cap provider][swap counterparty] does not object in writing within 10 days of receipt of a written request for such consent.]

Notwithstanding anything under this heading or in any other Basic Document to the contrary, the sale agreement may be amended by the depositor without the consent of any noteholder or any other person, and without satisfying any other provisions of the sale agreement related to amendments thereto or in any other Basic Document, solely in connection with any SOFR Adjustment Conforming Changes or, following the determination of a Benchmark Replacement, any Benchmark Replacement Conforming Changes to be made by the administrator; provided, that the issuing entity has delivered notice of such amendment to the hired agencies and the indenture trustee on or prior to the date such amendment is executed; provided, further, that any such SOFR Adjustment Conforming Changes or any such Benchmark Replacement Conforming Changes will not affect the indenture trustee’s or the owner trustee’s rights, indemnities or obligations without the indenture trustee’s or the owner trustee’s consent, respectively. For the avoidance of doubt, any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes in any amendment to the sale agreement may be retroactive (including retroactive to the Benchmark Replacement Date) and the sale agreement may be amended more than once in connection with any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes.

Termination

The respective obligations of the depositor, the servicer, NMAC (so long as NMAC has rights or obligations under the Sale and Servicing Agreement), the owner trustee and the indenture trustee, as the case may be, pursuant to the Sale and Servicing Agreement will terminate upon the earliest of:

1. the maturity or other liquidation of the last receivable and the final disposition of all amounts received upon liquidation of any remaining receivables; or

2. the election by the servicer to purchase the issuing entity’s property (other than the Reserve Account) as described under “—Optional Purchase” above, and the payment to the noteholders [,][and] the certificateholders [and the [cap provider][swap counterparty],] of all amounts required to be paid to them pursuant to the Basic Documents.

The indenture trustee will give written notice of termination to each noteholder of record. The final distribution to any noteholder will be made only upon presentation and surrender of that holder’s note at any office or agency of the indenture trustee specified in the notice of termination.

Evidence of Compliance

So long as any of the notes are outstanding:

1. the servicer will be required to furnish to the issuing entity a report regarding the servicer’s assessment of compliance with the “servicing criteria” set forth in Item 1122(d) of Subpart 229.1100—Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100-229.1125 (“Regulation AB”), as such regulation may be amended from time to time, subject to such clarification and interpretation as have been provided by the SEC in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518. 70 Fed. Reg. 1,506, 1,531 (January 7, 2005); Asset-Backed Securities Disclosure and Registration, Securities Act Release No. 33-9638. 79 Fed. Reg. 57184 (September 24, 2014)) or by the staff of the SEC, or as may be provided in writing by the SEC or its staff from time to time, and the servicer’s assessment report will identify any material instance of noncompliance;

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2. the servicer will be required to cause a firm of independent registered public accountants to furnish to the issuing entity, the indenture trustee, the servicer and the depositor an attestation report detailing the servicer’s assessment of its compliance with the “servicing criteria” set forth in Item 1122(d) of Regulation AB as of and for the period ending the end of each fiscal year of the issuing entity;

3. the indenture trustee will be required to furnish to the issuing entity a report regarding the indenture trustee’s assessment of compliance with the “servicing criteria” set forth in Item 1122(d) of Regulation AB, and the servicer’s assessment report will identify any material instance of noncompliance; and

4. the indenture trustee will be required to cause a firm of independent registered public accountants to furnish to the issuing entity, the servicer and the depositor an attestation report detailing the indenture trustee’s assessment of its compliance with the “servicing criteria” set forth in Item 1122(d) of Regulation AB as of and for the period ending the end of each fiscal year of the issuing entity.

The Sale and Servicing Agreement will also provide for delivery to the owner trustee, the indenture trustee[, the [cap provider][swap counterparty]] and each Rating Agency, substantially simultaneously with the delivery of the accountants’ attestation report referred to above (so long as the depositor is filing the servicer’s assessment report with respect to the issuing entity under the Exchange Act), a certificate signed by an officer of the servicer with respect to the prior twelve months (or, in the case of the first certificate, from the closing date), providing the information required under Item 1123 of Regulation AB. The servicer has agreed to give the indenture trustee, the owner trustee[, the [cap provider][swap counterparty]] and each Rating Agency notice of any event that with the giving of notice or lapse of time, or both, would become a Servicer Default under the Sale and Servicing Agreement.

Copies of such statements, certificates and reports may be obtained by any noteholder or certificateholder by a request in writing addressed to the indenture trustee or owner trustee, as the case may be, at the related corporate trust office. The depositor will file an annual report on Form 10-K with the SEC within 90 days after the end of each fiscal year of the issuing entity. The annual report will contain the statements, certificates and reports disclosed above.

DESCRIPTION OF THE INDENTURE

The following summary describes material terms of the Indenture pursuant to which the issuing entity will issue the notes. This summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, all the provisions of the Indenture.

Events of Default

“Events of Default” under the Indenture include:

1. a default for five Business Days or more in the payment of any interest on any of the notes when the same becomes due and payable;

2. a default in the payment of the principal of any of the notes on the related final scheduled distribution date or redemption date of the notes;

3. a material default in the observance or performance of any covenant or agreement of the issuing entity made in the Indenture and the continuation of the default for a period of 90 days after notice thereof is given to the issuing entity by the indenture trustee or to the issuing entity and the indenture trustee by the holders of not less than a majority of the principal amount of the notes then outstanding acting together as a single class;

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4. any representation or warranty made by the issuing entity in the Indenture or in any certificate or other writing delivered pursuant thereto or in connection therewith having been incorrect in any material respect as of the time made, and the breach not having been cured within 60 days after notice thereof is given to the issuing entity by the indenture trustee or to the issuing entity and the indenture trustee by the holders of not less than a majority of the principal amount of the notes then outstanding acting together as a single class; and

5. certain events of bankruptcy, insolvency, receivership or liquidation of the issuing entity (which, if involuntary, remains unstayed for more than 90 days).

Noteholders holding at least a majority of the aggregate outstanding principal amount of the notes outstanding, voting together as a single class, may waive any past default or Event of Default and its consequences prior to the declaration of the acceleration of the maturity of the notes or the liquidation or sale of the issuing entity property, except a default in the payment of principal of or interest on the notes or in respect of a covenant or provision of the Indenture that cannot be modified without the waiver or consent of all the holders of the outstanding notes.

The amount of principal required to be paid to noteholders under the Indenture will generally be limited to amounts available in the Collection Account. Therefore, the failure to pay any principal on any class of notes generally will not result in the occurrence of an Event of Default until the final scheduled distribution date or redemption date for that class of notes. In addition, as described below, following the occurrence of an Event of Default and acceleration of the maturity of the notes, the indenture trustee is not required to sell the assets of the issuing entity, and the indenture trustee may sell the assets of the issuing entity only after meeting requirements specified in the Indenture as described under “—Remedies Upon an Event of Default.” In that case, even if the maturity of the notes has been accelerated, there may not be any funds to pay principal of the notes.

The issuing entity will be required to give the indenture trustee, the owner trustee[, the [cap provider][swap counterparty]] and the administrator (and the administrator will provide notice to each Rating Agency) prompt written notice of each Event of Default, each Servicer Default, each default on the part of NMAC under the Purchase Agreement and the Sale and Servicing Agreement [and each [cap][swap] event of default under the Interest Rate [Cap][Swap] Agreement(s)]. [In addition, on (i) any distribution date on which the issuing entity has not received from the [cap provider][swap counterparty] any amount due from the [cap provider][swap counterparty] on such distribution date, (ii) the business day following any such distribution date if the issuing entity has not yet received such amount due from the [cap provider][swap counterparty] or (iii) the business day on which such failure to pay by the [cap provider][swap counterparty] becomes a [cap][swap] event of default under any Interest Rate [Cap][Swap] Agreement, the issuing entity will give prompt written notice thereof to the [cap provider][swap counterparty], the indenture trustee and each Rating Agency.]

Remedies Upon an Event of Default

If an Event of Default occurs and is continuing, the indenture trustee or the holders of at least a majority of the aggregate outstanding principal amount of the notes, voting as a single class, may declare the principal of the notes and all accrued and unpaid interest thereon to be immediately due and payable. This declaration may be rescinded by the holders of at least a majority of the then aggregate outstanding principal amount of the notes, voting together as a single class, before a judgment or decree for payment of the amount due has been obtained by the indenture trustee if:

1. the issuing entity has deposited with the indenture trustee an amount sufficient to pay (1) all interest on and principal of the notes and all other amounts that would then be due if the Event of Default giving rise to that declaration had not occurred[,] [and] (2) all amounts paid or advanced by the indenture trustee and the reasonable compensation, expenses, disbursements and advances of the indenture trustee and its agents and counsel [and (3) [any Net Swap Payments and] [any Swap Termination Payments then due and payable to the swap counterparty under the Interest Rate Swap Agreement]]; and

2. all Events of Default (other than the nonpayment of principal of the notes that has become due solely due to that acceleration) have been cured or waived.

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Following an Event of Default and acceleration of the notes, the indenture trustee may institute proceedings to collect amounts due or foreclose on the issuing entity’s property, exercise remedies as a secured party, sell the receivables or elect to have the issuing entity maintain possession of the receivables and continue to apply collections on the receivables as set forth in “Distributions on the Notes—Post-Acceleration Priority of Payments” in this prospectus. However, the indenture trustee is prohibited from selling or otherwise liquidating the receivables following an Event of Default (other than the Events of Default described in (1) and (2) under “—Events of Default” above), unless:

1. the holders of all outstanding notes consent to the sale or liquidation;

2. the proceeds of the sale or liquidation are sufficient to pay in full the principal of and the accrued and unpaid interest on all outstanding notes at the date of the sale or liquidation [and all amounts due to the swap counterparty, if any];

3. the indenture trustee determines that the proceeds of the receivables may not be sufficient on an ongoing basis to make all payments on the outstanding notes as those payments would have become due if the notes had not been declared due and payable, and the indenture trustee obtains the consent of the holders of at least 66 2/3% of the aggregate outstanding principal amount of all notes, voting as a single class; or

4. the servicer exercises its option to purchase the issuing entity’s property (other than the Reserve Account) as described under “Description of the Transfer and Servicing Agreements —Optional Purchase.”

The indenture trustee may, but is not required to, obtain and rely upon an opinion of an independent accountant or investment banking firm as to the sufficiency of the issuing entity property to pay interest on and principal of the notes with respect to (2) and (3) above.

Subject to the provisions of the Indenture relating to the duties of the indenture trustee, if an Event of Default occurs and is continuing with respect to the notes, the indenture trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the holders of the notes if the indenture trustee reasonably believes it will not be adequately indemnified against the costs, expenses and liabilities that might be incurred by it in complying with the request. Subject to the provisions for indemnification and other limitations contained in the Indenture, the holders of a majority of the principal amount of the outstanding notes will have the right to direct the time, method and place of conducting any proceeding or any remedy available to the indenture trustee.

No holder of a note will have the right to institute any proceeding with respect to the Indenture or the other Basic Documents unless that holder of a note or notes previously has given to the indenture trustee written notice of a continuing Event of Default or breach of the Basic Documents by a party thereto (an “Action”), and:

1. the Event of Default or Action, as applicable, arises from the servicer’s failure to remit payments when due; or

2. (a) the holders of not less than 25% in principal amount of the outstanding notes have requested, in writing, that the indenture trustee institute the proceeding in its own name as indenture trustee; (b) the holder or holders of notes have offered the indenture trustee reasonable indemnity; (c) the indenture trustee has for 60 days failed to institute the proceeding; and (d) no direction inconsistent with that written request has been given to the indenture trustee during the 60-day period by the holders of a majority in principal amount of the outstanding notes.

Neither the indenture trustee nor the owner trustee in its individual capacity, nor any holder of a certificate representing an ownership interest in the issuing entity, nor any of their respective partners, owners, beneficiaries, agents, officers, directors, employees, successors or assigns will, in the absence of an express agreement to the contrary, be personally liable for the payment of interest on or principal of the notes or for the agreements of the issuing entity contained in the Indenture.

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Certain Covenants

The Indenture will provide that the issuing entity may not consolidate with or merge into any other entity, unless, among other things:

1. the entity formed by or surviving the consolidation or merger is organized and existing under the laws of the United States, any state or the District of Columbia;

2. that entity expressly assumes the issuing entity’s obligation to make due and punctual payments upon the notes and the performance or observance of every agreement and covenant of the issuing entity under the Indenture;

3. no Event of Default will have occurred and be continuing immediately after the merger or consolidation;

4. the Rating Agency Condition has been satisfied with respect to the merger or consolidation;

5. the issuing entity has received an opinion of counsel to the effect that the consolidation or merger would have no material adverse tax consequence to the issuing entity, [to the [cap provider][swap counterparty],] to any noteholder or to any certificateholder;

6. any action that is necessary to maintain each lien and security interest created by the Trust Agreement, Sale and Servicing Agreement or Indenture will have been taken; and

7. the issuing entity will have delivered to the indenture trustee an officer’s certificate and an opinion of counsel each stating that such consolidation or merger and any supplemental indenture complies with the covenants under the Indenture and that all conditions precedent provided in the Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act).

The issuing entity will not, among other things:

1. except as expressly permitted by the Indenture, the Sale and Servicing Agreement or the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the assets of the issuing entity unless directed to do so by the indenture trustee;

2. claim any credit on or make any deduction from the principal of and interest payable on the notes (other than amounts withheld under the Internal Revenue Code or applicable state law) or assert any claim against any present or former holder of the notes because of the payment of taxes levied or assessed upon the issuing entity;

3. except as expressly permitted by the Indenture, (a) dissolve or liquidate in whole or in part, (b) permit the validity or effectiveness of the Indenture to be impaired, permit the lien of the Indenture to be amended, or permit any person to be released from any covenants or obligations with respect to those notes under the Indenture, (c) permit any lien (other than the lien created by the Indenture in favor of the indenture trustee) or other encumbrance to be created on or extend to or otherwise arise upon or burden the assets of the issuing entity or any part thereof, or any interest in the assets of the issuing entity or the proceeds of those assets (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related obligor), or (d) permit the lien of the Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics or other lien) security interest in the estate of the issuing entity; or

4. assume or incur any indebtedness other than the notes or as expressly contemplated by the Indenture or the other Basic Documents.

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Replacement of the Indenture Trustee

The indenture trustee may resign at any time with 30 days prior written notice to the issuing entity. Noteholders representing at least a majority of the outstanding principal amount of the notes may remove the indenture trustee at any time with 30 days prior written notice and appoint a successor indenture trustee by so notifying the indenture trustee and the owner trustee. The administrator may remove the indenture trustee if the indenture trustee:

1. ceases to be eligible to continue as the indenture trustee;

2. is adjudged to be bankrupt or insolvent;

3. has a receiver or other public officer take charge of the indenture trustee or its property; or

4. otherwise becomes incapable of fulfilling its duties under the Indenture.

Upon the resignation or removal of the indenture trustee, the servicer will promptly appoint a successor indenture trustee. All reasonable costs and expenses incurred in connection with transferring the predecessor indenture trustee’s duties and obligations to the successor indenture trustee will be paid by the administrator to the extent not paid by the successor indenture trustee.

Duties of Indenture Trustee

The indenture trustee will:

1. perform such duties, and only such duties, as are specifically set forth in the Indenture;

2. rely, as to the truth of the statements and the correctness of the opinions expressed in the Indenture, on certificates or opinions furnished to the indenture trustee that conform to the requirements of the Indenture;

3. examine any such certificates, statements, opinions or other instruments that are specifically required to be furnished to an indenture trustee to determine whether or not they conform on their face to the requirements of the Indenture; and

4. give prompt written notice to the servicer and owner trustee if an Authorized Officer of the indenture trustee, pursuant to the Sale and Servicing Agreement, has actual knowledge or receives written notice that a representation or warranty with respect to a receivable is incorrect or that a covenant of the servicer has been breached with respect to a receivable.

The indenture trustee will not be deemed to have knowledge of any Event of Default, or any occurrence that is, or with notice or the lapse of time or both would become an Event of Default, unless an Authorized Officer of the indenture trustee has actual knowledge of the event or has received written notice of the event in accordance with the provisions of the Indenture.

The indenture trustee will make no representations as to the validity or sufficiency of the Indenture, [any Interest Rate [Cap][Swap] Agreement,] the certificates, the notes (other than authentication of the notes) or of any receivables or related documents, and is not accountable for the use or application by the depositor or the servicer of any funds paid to the depositor or the servicer in respect of the notes, the certificates or the receivables, or the investment of any monies by the servicer before those monies are deposited into the Collection Account. The indenture trustee will not independently verify the receivables. The indenture trustee is required to perform only those duties specifically required of it under the Indenture. In addition to making distributions to the noteholders, those duties generally are limited to the receipt of the various certificates, reports or other instruments required to be furnished to the indenture trustee under the Indenture, in which case it will only be required to examine them to determine whether they conform on their face to the requirements of the Indenture.

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Other than in connection with the initiation of an Asset Review by the noteholders, and its obligations in connection with such Asset Review, the indenture trustee will be under no obligation to exercise any of the rights or powers vested in it by the Indenture or the Sale and Servicing Agreement or to make any investigation of matters arising under the Indenture or to institute, conduct or defend any litigation under the Indenture or in relation thereto at the request, order or direction of any of the noteholders [or the [cap provider][swap counterparty]], unless those noteholders [or the [cap provider][swap counterparty]] have offered to the indenture trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred by the indenture trustee in connection with the exercise of those rights.

Compensation and Indemnity

The administrator will:

1. pay the indenture trustee from time to time reasonable compensation for its services;

2. reimburse the indenture trustee for all reasonable expenses, advances and disbursements reasonably incurred by it in connection with the performance of its duties as indenture trustee; and

3. except as otherwise provided in the Indenture, indemnify each of the indenture trustee and the calculation agent for, and hold it harmless against, any loss, liability or expense, including reasonable attorneys’ fees, incurred by it in connection with the performance of its duties as indenture trustee [or calculation agent, as applicable].

Neither the indenture trustee [nor the calculation agent] will be indemnified by the administrator against any loss, liability or expense incurred by it through its own willful misconduct, negligence or bad faith, except that neither the indenture trustee [nor the calculation agent] will be liable for any error of judgment made by it in good faith, unless it is proved that the indenture trustee [or the calculation agent, as applicable,] was negligent in performing its duties.

Annual Compliance Statement

The servicer will be required to deliver annually to the indenture trustee [and the [cap provider][swap counterparty]] a written statement as to the fulfillment of its obligations under the Sale and Servicing Agreement, and the issuing entity will be required to deliver to the indenture trustee an officer’s certificate certifying compliance with all conditions and covenants under the Indenture in all material respects.

Reports and Documents by Indenture Trustee to Noteholders

The indenture trustee will deliver, at the expense of the issuing entity, to each noteholder [and the [cap provider][swap counterparty]] such information as may be required to enable such holder to prepare its federal and state income tax returns.

The indenture trustee will be required to furnish to any noteholder promptly upon receipt of a written request by such noteholder (at the expense of the requesting noteholder) duplicates or copies of all reports, notices, requests, demands, certificates and any other documents furnished to the indenture trustee under the Basic Documents.

If required by the Trust Indenture Act of 1939 (the “TIA”) Section 313(a), within 60 days after the end of each fiscal year of the issuing entity, beginning with the fiscal year ending [•] [•], 20[•], the indenture trustee will mail to each noteholder as required by TIA Section 313(c) a brief report dated as of such date that sets forth the information required by TIA Section 313(a), including any change to its eligibility and qualification to continue as indenture trustee under the Indenture, any amounts advanced by it under the Indenture, the amount, interest rate and maturity date of certain indebtedness owed by the issuing entity to the indenture trustee, in its individual capacity, the property and funds physically held by the indenture trustee in its capacity as such, and any action taken by it that materially affects the notes and that has not been previously reported.

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Satisfaction and Discharge of Indenture

The Indenture will be discharged with respect to the collateral upon the delivery to the indenture trustee for cancellation of all of the notes or, subject to certain exceptions, upon deposit with the indenture trustee of funds sufficient for the payment in full of the notes and satisfaction of certain other conditions set forth in the Indenture.

Amendment and Notices

Except as provided below, the Indenture may be amended without the consent of any other person; provided that (i) either (A) any amendment that materially and adversely affects the noteholders will require the consent of such noteholders evidencing not less than a majority of the aggregate outstanding principal balance of the notes voting together as a single class or (B) such amendment will not materially and adversely affect such noteholders and (ii) any amendment that adversely affects the interests of the certificateholders, the indenture trustee, the owner trustee, the servicer or the administrator will require the prior consent of each person whose interests are adversely affected.

An amendment will be deemed not to materially and adversely affect the interests of the noteholders if (i) the Rating Agency Condition is satisfied with respect to such amendment, or (ii) the depositor delivers an officer’s certificate to the indenture trustee stating that such amendment will not materially and adversely affect such noteholders. The consent of the certificateholder, the owner trustee, the servicer or the administrator will be deemed to have been given if the depositor does not receive a written objection from such person within ten (10) Business Days after a written request for such consent will have been given. The indenture trustee may, but will not be obligated to, enter into or consent to any such amendment that affects the indenture trustee’s own rights, duties, liabilities or indemnities under the Basic Documents or otherwise.

[Notwithstanding anything under this heading or in any Basic Document to the contrary, the Indenture may be supplemented by the issuing entity without the consent of the indenture trustee, the paying agent, the owner trustee, any noteholder or any other person, and without satisfying any other provisions of the Indenture related to supplements thereto or in any other transaction document, solely in connection with any SOFR Adjustment Conforming Changes or, following the determination of a Benchmark Replacement, any Benchmark Replacement Conforming Changes to be made by the administrator; provided, that the issuing entity has delivered notice of such supplement to each hired Rating Agency and the indenture trustee on or prior to the date such supplement is executed; provided, further, that any such SOFR Adjustment Conforming Changes or any such Benchmark Replacement Conforming Changes will not affect the indenture trustee’s, the paying agent’s or the owner trustee’s rights, indemnities or obligations without the indenture trustee’s, the paying agent’s or the owner trustee’s consent, respectively. For the avoidance of doubt, any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes in any supplement to the Indenture may be retroactive (including retroactive to the Benchmark Replacement Date) and the Indenture may be supplemented more than once in connection with any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes.]

Under the Indenture, the indenture trustee will be under no obligation to ascertain whether a Rating Agency Condition has been satisfied with respect to any amendment. When the Rating Agency Condition is satisfied with respect to such amendment, the administrator will deliver to the indenture trustee an officer’s certificate to that effect, and the indenture trustee may conclusively rely upon the officer’s certificate from the servicer that a Rating Agency Condition has been satisfied with respect to such amendment.

The Indenture may also be amended with the consent of the holders of a majority of the outstanding aggregate principal amount of the notes voting as a single class, and with prior written notice by the administrator to the Rating Agencies; provided that, without the consent of the holder of each outstanding note affected thereby, no amendment or supplemental indenture may, among other things:

1. change the final scheduled distribution date of or the date of payment of any installment of principal of or interest on any note or reduce the principal amount of any note, the interest rate for any note or the redemption price for any note;

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2. reduce the percentage of the aggregate outstanding principal amount, the consent of the holders of which is required for any amendment or supplemental indenture or the consent of the holders of which is required for any waiver of compliance with provisions of the Indenture or of an event of default thereunder and their consequences as provided for in the Indenture;

3. modify or alter the provisions of the Indenture regarding the determination of which notes are deemed outstanding for purposes of determining whether the requisite number of holders has consented under the Indenture;

4. reduce the percentage of the aggregate outstanding principal amount of the notes required to direct the indenture trustee to direct the issuing entity to sell the receivables pursuant to the Indenture, if the proceeds of such sale would be insufficient to pay the aggregate outstanding principal amount of and accrued but unpaid interest on the notes;

5. reduce the percentage of the aggregate outstanding principal amount of the notes required to amend the sections of the Indenture that specify the applicable percentage of aggregate outstanding principal amount of the notes necessary to amend the Indenture;

6. permit the creation of any lien ranking prior to or on a parity with the lien of the Indenture with respect to any of the collateral or, except as otherwise permitted or contemplated in the Indenture, terminate the lien of the Indenture on any of the collateral or deprive the holder of any note of the security afforded by the lien of the Indenture; or

7. impair the right to institute suit for the enforcement of specified provisions of the Indenture regarding payment.

[The Indenture will not be amended or supplemented in any way that would materially and adversely affect the rights of the [cap provider][swap counterparty] without the consent of the [cap provider][swap counterparty]; provided that the [cap provider’s][swap counterparty’s] consent to any such amendment may not be unreasonably withheld and will be deemed to have been given if the [cap provider][swap counterparty] does not object in writing within 10 days of receipt of a written request for such consent.]

Any demand, notice or communication to be delivered pursuant to the Indenture or the other Basic Documents to any Rating Agency will be deemed to be delivered if a copy of that demand, notice or 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.

DESCRIPTION OF THE TRUST AGREEMENT

The following summary describes material terms of the Trust Agreement that will govern the issuing entity and pursuant to which the certificates will be issued. This summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, all the provisions of the Trust Agreement.

Authority and Duties of the Owner Trustee

The owner trustee will administer the issuing entity in the interest of the holders of the certificates (each, a “certificateholder”), subject to the lien of the Indenture, in accordance with the Trust Agreement and the other Basic Documents.

The owner trustee will not be required to perform any of the obligations of the issuing entity under the Trust Agreement or the other Basic Documents that are required to be performed by the administrator under the Administration Agreement, the indenture trustee under the Indenture or the servicer under the Sale and Servicing Agreement [or any interest rate [cap][swap] agreement].

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The owner trustee will not manage, control, use, sell, dispose of or otherwise deal with any part of the issuing entity property except in accordance with (i) the powers granted to and the authority conferred upon that owner trustee pursuant to the Trust Agreement, (ii) the other Basic Documents to which the issuing entity or the owner trustee is a party, and (iii) any document or instruction delivered to that owner trustee pursuant to the Trust Agreement.

Other than in connection with an Asset Review, the owner trustee will be under no obligation to exercise any of the rights or powers vested in it by the Trust Agreement or the Sale and Servicing Agreement, or to make any investigation of matters arising under the Trust Agreement or to institute, conduct or defend any litigation under the Trust Agreement or in relation to the Trust Agreement or the Sale and Servicing Agreement at the request, order or direction of any of the certificateholders, unless those certificateholders have offered to the owner trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred by the owner trustee in connection with the exercise of those rights.

Restrictions on Actions by the Owner Trustee

The owner trustee may not:

1. initiate or settle any claim or lawsuit involving the issuing entity (except claims or lawsuits brought in connection with the collection of the receivables);

2. file an amendment to the certificate of trust for the issuing entity (unless such amendment is required to be filed under applicable law);

3. amend the Indenture in circumstances where the consent of any noteholder [or the [cap provider][swap counterparty]] is required;

4. amend any of the Basic Documents where such amendment materially adversely affects the certificateholders; or

5. appoint a successor Note Registrar, Paying Agent or Certificate Registrar or consent to assignment of their respective obligations under the Indenture or Trust Agreement, as applicable;

unless (1) the owner trustee provides prior written notice thereof to the certificateholders and (2) the certificateholders do not object in writing to any such proposed action within 10 days of that notice.

Actions by Certificateholders and Owner Trustee with Respect to Certain Matters

The owner trustee may not, except upon the direction of the certificateholders, (a) remove or appoint a successor administrator pursuant to the Administration Agreement, (b) remove the servicer pursuant to the Sale and Servicing Agreement, or (c) sell the receivables after the termination of the Indenture, except as expressly provided in the Basic Documents. However, the owner trustee will not be required to follow any direction of the certificateholders if doing so would be contrary to any obligation of the owner trustee or the issuing entity under any of the Basic Documents. The owner trustee may not commence a voluntary proceeding in bankruptcy relating to the issuing entity without the unanimous prior approval of all certificateholders and delivery to the owner trustee of a written certification by each certificateholder that such certificateholder reasonably believes that the issuing entity is insolvent.

The right of the depositor or the certificateholders to take any action affecting the issuing entity’s property will be subject to the rights of the indenture trustee under the Indenture.

Restrictions on Certificateholders’ Powers

The certificateholders will not direct the owner trustee, and that owner trustee is not obligated to follow any direction from the certificateholders, to take or refrain from taking any action if such action or inaction (i) would be contrary to any obligations of the issuing entity or the owner trustee under the Trust Agreement or any of the other Basic Documents or (ii) would be contrary to the purpose of the issuing entity.

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Resignation and Removal of the Owner Trustee

The owner trustee may resign at any time upon thirty (30) days written notice to the servicer, the depositor and the indenture trustee, whereupon the servicer will be obligated to appoint a successor owner trustee. The administrator may remove the owner trustee if the owner trustee becomes insolvent, ceases to be eligible or becomes legally unable to act. Upon removal of the owner trustee, the servicer will appoint a successor owner trustee. All reasonable costs and expenses incurred in connection with removing and replacing the owner trustee will be paid by the administrator to the extent not paid by the successor owner trustee. The administrator will be required to deliver notice of such resignation or removal of the owner trustee and the appointment of a successor owner trustee to each Rating Agency.

The owner trustee and any successor thereto must at all times:

1. be subject to supervision or examination by federal or state authorities;

2. have a combined capital and surplus of at least $50,000,000; and

3. be an entity authorized to exercise trust powers in the State of Delaware.

If at any time the owner trustee ceases to be eligible in accordance with the Trust Agreement, if the administrator, by unilateral act, decides to remove the owner trustee and provides the owner trustee with notice thereof, if the owner trustee fails to resign after written request therefor by the administrator, or if at any time the owner trustee is legally unable to act, or is adjudged bankrupt or insolvent, or a receiver of the owner trustee or of its property is appointed, or any public officer takes charge or control of the owner trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the administrator may, but will not be required to, remove the owner trustee.

Insolvency Event

The Trust Agreement will provide that the owner trustee does not have the power to commence a voluntary proceeding in bankruptcy with respect to the issuing entity without the unanimous prior approval of the certificateholders and the delivery to the owner trustee by each certificateholder of a certificate certifying that such certificateholders reasonably believe that the issuing entity is insolvent.

Termination

The Trust Agreement will terminate upon the earlier of (a) the maturity or other liquidation of the last receivable owned by the issuing entity and the final distribution of all funds or other property or proceeds of the issuing entity property in accordance with the terms of the Indenture, Sale and Servicing Agreement and Trust Agreement, and (b) the election by the servicer to purchase the issuing entity’s property (other than the Reserve Account) and the payment to the noteholders[,] [and] the certificateholders [and the swap counterparty] of all amounts required to be paid to them under the Indenture and Trust Agreement. See “Description of the Transfer and Servicing Agreements —Optional Purchase.”

Liabilities and Indemnification

The administrator will indemnify the owner trustee, the certificate registrar and the paying agent and their respective successors and assigns, agents, officers and employees (the “Indemnified Parties”) for any expenses incurred by or asserted against the owner trustee or any other Indemnified Party in any way relating to or arising out of the Basic Documents, the property of the issuing entity, the administration of the property of the issuing entity or the action or inaction of the owner trustee under the Trust Agreement. The depositor will not be entitled to make any claim upon the issuing entity’s property for the payment of any such liabilities or indemnified expenses. The administrator will not be liable for or required to indemnify any Indemnified Party for expenses resulting from the willful misconduct, bad faith or negligence of that Indemnified Party. The owner trustee will not be liable for:

1. any error in judgment of an officer of the owner trustee made in good faith, unless it is proved that the owner trustee was negligent in performing its duties;

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2. any action taken or omitted to be taken in good faith in accordance with the instructions of the holders of certificates evidencing a majority of the aggregate certificate percentage interest, the indenture trustee, the administrator or the servicer;

3. payments on the notes in accordance with their terms; or

4. the default or misconduct of the administrator, the servicer, the depositor[,] [or] the indenture trustee [or the [cap provider][swap counterparty]].

No provision in the Trust Agreement or any other Basic Document will require the owner trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties under the Trust Agreement or under any other Basic Document if the owner trustee has reasonable grounds for believing that reimbursement of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it. In addition, the owner trustee will not be responsible for or in respect of the validity or sufficiency of the Trust Agreement or for the due execution thereof by the depositor or for the form, character, genuineness, sufficiency, value or validity of any of the issuing entity’s property or for or in respect of the validity or sufficiency of the other Basic Documents, other than the execution of and the certificate of authentication of the certificates, and the owner trustee will in no event be deemed to have assumed or incurred any liability, duty or obligation to any noteholder, certificateholder or third-party dealing with the issuing entity or the issuing entity’s property, other than as expressly provided for in the Trust Agreement and the other Basic Documents.

Amendment

The Trust Agreement may be amended by the owner trustee and the depositor without the consent of the indenture trustee, any noteholder, [the [cap provider][swap counterparty],] the issuing entity or any other person, if one of the following requirements is met:

1. an opinion of counsel or officer’s certificate of the depositor to the effect that such amendment will not materially and adversely affect the interests of the noteholders is delivered to the indenture trustee; or

2. the Rating Agency Condition is satisfied with respect to such amendment;

provided, that in the event that any certificates are then held by anyone other than the administrator or any of its affiliates, the Trust Agreement may only be amended if, in addition, (i) the holders of the certificates evidencing a majority of the aggregate certificate percentage interest consent to the amendment or (ii) the amendment will not, as evidenced by an officer’s certificate of the administrator or an opinion of counsel delivered to the owner trustee, materially and adversely affect the interests of the certificateholders.

The owner trustee and the depositor may also amend the Trust Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust Agreement or of modifying in any manner the rights of the noteholders[, the [cap provider][swap counterparty]] or the certificateholders with the consent of:

1. the holders of a majority of the aggregate outstanding principal amount of the notes; and

2. the holders of a majority of the aggregate certificate percentage interest.

[The Trust Agreement will not be amended in any way that would materially and adversely affect the rights of the [cap provider][swap counterparty] without the consent of the [cap provider][swap counterparty]; provided that the [cap provider’s][swap counterparty’s] consent to any such amendment may not be unreasonably withheld and will be deemed to have been given if the [cap provider][swap counterparty] does not object in writing within 10 days of receipt of a written request for such consent.]

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ADMINISTRATION AGREEMENT

General

NMAC, in its capacity as administrator (the “administrator”), will enter into an agreement (an “Administration Agreement”) with the issuing entity, the owner trustee and the indenture trustee pursuant to which the administrator will agree, to the extent provided in that Administration Agreement, to perform the administrative obligations required to be performed by the issuing entity and the owner trustee under the Basic Documents. However, except as otherwise provided in such documents, the administrator will have no obligation to make any payment required to be made by the issuing entity under any such document. As compensation for the performance of the administrator’s obligations under the Administration Agreement and as reimbursement for its expenses related thereto, the administrator will be entitled to receive a monthly administration fee as described in “Description of the Transfer and Servicing Agreements—Compensation for Servicer and Administrator” in this prospectus. The administrator will pay the fees and expenses of the indenture trustee and owner trustee.

Amendment

The Administration Agreement may be amended by the issuing entity, the administrator, and the indenture trustee, with the consent of the owner trustee but without the consent of any noteholder or certificateholder, or any other person, if one of the following requirements is met:

1. an opinion of counsel or officer’s certificate of the administrator to the effect that such amendment will not materially and adversely affect the interests of the noteholders is delivered to the indenture trustee; or

2. the Rating Agency Condition is satisfied with respect to such amendment;

provided, that in the event that any certificates are then held by anyone other than the administrator or any of its affiliates, the Administration Agreement may only be amended if, in addition, (i) the holders of the certificates evidencing a majority of the aggregate certificate percentage interest consent to the amendment or (ii) the amendment will not, as evidenced by an officer’s certificate of the administrator or an opinion of counsel delivered to the owner trustee, materially and adversely affect the interests of the certificateholders.

The issuing entity, the administrator, and the indenture trustee, with the consent of the owner trustee, may also amend the Administration Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Administration Agreement or of modifying in any manner the rights of the noteholders or the certificateholders with the consent of:

1. the holders of a majority of the aggregate outstanding principal amount of the notes; and

2. the holders of a majority of the aggregate certificate percentage interest.

[The Administration Agreement will not be amended in any way that would materially and adversely affect the rights of the [cap provider][swap counterparty] without the consent of the [cap provider][swap counterparty]; provided that the [cap provider’s][swap counterparty’s] consent to any such amendment may not be unreasonably withheld and will be deemed to have been given if the [cap provider][swap counterparty] does not object in writing within 10 days of receipt of a written request for such consent.]

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FEES AND EXPENSES

Set forth below is a list of all fees and expenses payable on each distribution date out of Available Amounts and amounts on deposit in the Reserve Account for the related Collection Period.

Type of Fee	Amount of Fee	Party Receiving Fee	Priority in Distribution
Base Servicing Fee	One-twelfth of [•] % of the principal balance of the receivables as of the last day of the preceding Collection Period, or in the case of the first distribution date, at the cut-off date.	Servicer	Payable prior to payment of interest on and principal of the notes.
Unpaid indenture trustee fees(1)	$[•] as compensation for its services on a [per annum] basis, plus reasonable expenses and any indemnification payments due to the extent not paid under the Basic Documents.(2)	Indenture trustee	Payable after payments of interest on and principal of the notes and after any required deposits in the Reserve Account.(3)
Unpaid owner trustee fees(1)	$[•] as compensation for its services on a [per annum] basis, plus reasonable expenses and any indemnification payments due to the extent not paid under the Basic Documents.(2)	Owner trustee	Payable after payments of interest on and principal of the notes and after any required deposits in the Reserve Account.(3)
Unpaid calculation agent fees(1)	Reasonable expenses and any indemnification due to the extent not paid under the Basic Documents.(2)	Calculation agent	Payable after payments of interest on and principal of the notes and after any required deposits in the Reserve Account.(3)
Unpaid asset representations reviewer fees(1)	$[•] as compensation for its services on a [per annum] [monthly] basis, plus reasonable expenses and any indemnification payments due to the extent not paid under the Basic Documents.	Asset representations reviewer	Payable after payments of interest on and principal of the notes and after any required deposits in the Reserve Account.(3)
Asset Review expenses(1)	$[•] [for each receivable reviewed] [per hour] in connection with an Asset Review plus reasonable expenses incurred in connection with an Asset Review, in each case, to the extent not paid under the Basic Documents.	Asset representations reviewer	Payable after payments of interest on and principal of the notes and after any required deposits in the Reserve Account.(3)

⁽¹⁾  NMAC is required to pay the fees, expenses and indemnity payments, as applicable, of the indenture trustee, the calculation agent, the owner trustee and the asset representations reviewer. However, to the extent NMAC fails to make these payments for a period of 60 days, these amounts will be paid out of Collections in accordance with the priority of payments set forth under “Distributions on the Notes—Priority of Payments” and “ —Post-Acceleration Priority of Payments,” as applicable.

⁽²⁾  The fees and expenses described above do not change upon an Event of Default, although actual expenses incurred may be higher after an Event of Default.

⁽³⁾  Following an Event of Default and acceleration of the notes (which has not been rescinded), these amounts will be paid prior to payments of interest on and principal of the notes as described in “Distributions on the Notes—Post-Acceleration Priority of Payments.”

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MATERIAL LEGAL ASPECTS OF THE RECEIVABLES

General

The transfer of the receivables to the issuing entity, the perfection of the security interests in the receivables and the enforcement of rights to realize on the Financed Vehicles as collateral for the receivables are subject to a number of federal and state laws, including the UCC as in effect in various states.

Security Interests

General. In states in which retail installment contracts such as the receivables evidence the credit sale of automobiles or light-duty trucks by dealers to obligors, the contracts also constitute personal property security agreements and include grants of security interests in the vehicles under the applicable UCC. The receivables are “tangible chattel paper” or “electronic chattel paper,” in each case as defined in the UCC.

Perfection. The servicer, the depositor and the issuing entity will take the following actions to perfect the rights of the trustee in the receivables. Pursuant to the Sale and Servicing Agreement, the depositor and the issuing entity will designate the servicer as custodian, directly or indirectly through subservicers (a) to maintain possession as the issuing entity’s agent tangible records constituting or forming a part of related retail installment contracts and any other tangible records relating to the receivables (including amendments to electronic chattel paper that are evidenced in tangible form), or (b) control as the issuing entity’s agent over the electronic records constituting or forming a part of retail installment contracts and any other electronic records relating to the receivables. To assure uniform quality in servicing both the receivables and the servicer’s own portfolio of automobile and light-duty truck installment contracts, as well as to facilitate servicing and to reduce administrative costs, any documents evidencing the receivables will not be physically segregated from other automobile and light-duty truck installment contracts of the servicer, or those which the servicer services for others, or marked to reflect the transfer to the depositor or to the issuing entity as long as NMAC is servicing the receivables. However, UCC financing statements reflecting the sale and assignment of the receivables by NMAC to the depositor and by the depositor to the issuing entity will be filed, and the respective accounting records and computer files of NMAC and the depositor will reflect that sale and assignment. Because the receivables that are evidenced by tangible chattel paper will remain in the servicer’s possession and will not be stamped or otherwise marked to reflect the assignment to the issuing entity, if a subsequent purchaser were able to take physical possession of the receivables without knowledge of the assignment, the issuing entity’s interest in the receivables could be junior to that of a subsequent purchaser. Similarly, the issuing entity’s interest in receivables that constitute electronic chattel paper could be junior to that of a subsequent purchaser if a subsequent purchaser were able to obtain control of the receivables without knowledge of the assignment. In addition, in some cases, the indenture trustee’s security interest in collections that have been received by the servicer but not yet remitted to the Collection Account could be defeated.

Perfection of security interests in financed automobiles and/or light-duty trucks is generally governed by the motor vehicle registration laws of the state in which the vehicle is located. In most states, a security interest in an automobile or light-duty truck is perfected by obtaining possession of the certificate of title to the vehicle or notation of the secured party’s lien on the vehicle’s certificate of title.

The retail installment contracts acquired by NMAC from Dealers will be assigned to NMAC. NMAC also takes all actions necessary under the laws of the state in which the related Financed Vehicle is located to perfect its security interest in that Financed Vehicle, including, where applicable, having a notation of its lien recorded on the related certificate of title or with the Department of Motor Vehicles and, where permitted by law, obtaining possession of that certificate of title. Because NMAC continues to service the contracts as servicer under the Sale and Servicing Agreement, the obligors on the contracts will not be notified of the sale from NMAC to the depositor or the sale from the depositor to the issuing entity.

Pursuant to the Purchase Agreement, NMAC will sell and assign, together with the retail installment contracts, the security interests in the Financed Vehicles to the depositor and, pursuant to the Sale and Servicing Agreement, the depositor will assign such security interests in the Financed Vehicles to the issuing entity. However, because of the administrative burden and expense, none of NMAC, the depositor or the issuing entity will amend any certificate of title to identify the issuing entity as the new secured party on that certificate of title relating to a

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Financed Vehicle. However, UCC financing statements with respect to the transfer by NMAC to the depositor of the security interests in the Financed Vehicles and the transfer by the depositor to the issuing entity of such security interests in the Financed Vehicles will be filed with the appropriate governmental authorities. In addition, as stated above, the servicer will continue to hold any certificates of title relating to the Financed Vehicles in its possession as custodian for that issuing entity pursuant to the Sale and Servicing Agreement.

In most states, an assignment of contracts and interests in vehicles such as that under the Purchase Agreement or the Sale and Servicing Agreement is an effective conveyance of a security interest without amendment of any lien noted on a vehicle’s certificate of title, and the assignee succeeds to the assignor’s rights as secured party. Although re-registration of the vehicle is not necessary to convey a perfected security interest in the Financed Vehicles to the issuing entity, because the issuing entity will not be listed as lienholder on the certificates of title, the security interest of the issuing entity in the vehicle could be defeated through fraud or negligence. In those states, in the absence of fraud or forgery by the vehicle owner or the servicer or administrative error by state or local agencies, the notation of NMAC’s lien on the certificates of title will be sufficient to protect the issuing entity against the rights of subsequent purchasers of a Financed Vehicle or subsequent lenders who take a security interest in a Financed Vehicle. In the Purchase Agreement, NMAC will represent and warrant, and in the Sale and Servicing Agreement, the depositor will represent and warrant, all action necessary to obtain a perfected security interest in each Financed Vehicle has been taken. If there are any Financed Vehicles for which NMAC had failed, as of the cut-off date, to obtain and assign to the depositor a perfected security interest, the security interest of the depositor would be subordinate to, among others, subsequent purchasers of the Financed Vehicles and holders of perfected security interests in the Financed Vehicles. To the extent that failure has a material and adverse effect on the issuing entity’s or the noteholders’ interest in the related receivables, however, it would constitute a breach of the warranties of NMAC under the Purchase Agreement or the depositor under the Sale and Servicing Agreement. Any such breach will be deemed not to have a material and adverse effect if it does not affect the ability of the issuing entity to receive and retain timely payment in full on such receivable. Accordingly, pursuant to the Purchase Agreement, NMAC would be required to purchase that receivable unless the breach was cured. Pursuant to the Sale and Servicing Agreement, the depositor will assign to the issuing entity its rights to cause NMAC to purchase that receivable under the Purchase Agreement. See “Description of the Transfer and Servicing Agreements—Sale and Assignment of Receivables” and “Risk Factors—Risks related to the limited nature of the issuing entity’s assets—Interests of other persons in the receivables and financed vehicles could be superior to the interests of the issuing entity, which could result in delays in payments or losses on your notes” in this prospectus.

As mentioned above, the requirements for the creation, perfection, transfer and release of liens in Financed Vehicles are generally governed by state law, and these requirements vary on a state-by-state basis. Failure to comply with these detailed requirements could result in liability of the issuing entity or the release of the lien on the vehicle or other adverse consequences. Some states permit the release of a lien on a vehicle upon the presentation by the dealer, obligor or persons other than the servicer to the applicable state registrar of liens of various forms of evidence that the debt secured by the lien has been paid in full. For example, the State of New York passed legislation which provides that a dealer who receives a vehicle for resale and satisfies any security interest in such vehicle, but has not received a release of the security interest for such vehicle, may apply to the commissioner of motor vehicles for a certificate of title free of liens, upon the submission of proof that the security interest in such vehicle has been satisfied. The law authorizes the commissioner to release a lien on a vehicle to a dealer without the confirmation or involvement of the lienholder. Because the lien on a vehicle may be released without confirmation from the lienholder that the lien and security interest have actually been satisfied, it is possible that the lien on the vehicles in New York may be released by Dealers through negligence, mistake, fraud, inadvertence or similar circumstances.

Continuity of Perfection. Under the laws of most states, the perfected security interest in a vehicle would continue for up to four months after the vehicle is moved to a state that is different from the one in which it is initially registered and the owner thereof re-registers the vehicle in the new state. A majority of states generally require surrender of a certificate of title to re-register a vehicle. In those states that require a secured party to hold possession of the certificate of title to maintain perfection of the security interest, the secured party would learn of the re-registration through the request from the obligor under the related installment contract to surrender possession of the certificate of title. In the case of vehicles registered in states providing for the notation of a lien on the certificate of title but not possession by the secured party, the secured party would receive notice of surrender from the state of re-registration if the security interest is noted on the certificate of title. Thus, the secured party would

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have the opportunity to re-perfect its security interest in the vehicle in the state of relocation. However, these procedural safeguards will not protect the secured party if through fraud, forgery or administrative error, the debtor somehow procures a new certificate of title that does not list the secured party’s lien. Additionally, in states that do not require a certificate of title for registration of a motor vehicle, re-registration could defeat perfection. In the ordinary course of servicing the receivables, NMAC will take steps to effect re-perfection upon receipt of notice of re-registration or information from the obligor as to relocation. Similarly, when an obligor sells a Financed Vehicle, the obligor will request NMAC to surrender possession of the certificate of title or NMAC will receive notice as a result of its lien noted on the certificate of title and accordingly NMAC will have an opportunity to require satisfaction of the related receivable before release of the lien. Under the Sale and Servicing Agreement, the servicer will be obligated to take appropriate steps, at the servicer’s expense, to maintain perfection of security interests in the Financed Vehicles and will be obligated to purchase the related receivable if it fails to do so and that failure has a material and adverse effect on the issuing entity’s interest in the receivable. Any such failure will be deemed not to have a material and adverse effect if it does not affect the ability of the issuing entity to receive and retain certain and timely payment in full on such receivable.

Priority of Liens Arising by Operation of Law. Under the laws of most states, liens for repairs performed on a motor vehicle, liens for unpaid taxes and, in some cases, storage liens, take priority over even a perfected security interest in a Financed Vehicle. The Internal Revenue Code also grants priority to specified federal tax liens over the lien of a secured party. The laws of some states and federal law permit the confiscation of vehicles by governmental authorities under some circumstances if used in unlawful activities, which may result in the loss of a secured party’s perfected security interest in the confiscated vehicle. See “ —Forfeiture for Drug, RICO and Money Laundering Violations” in this prospectus. NMAC will represent and warrant to the depositor in the Purchase Agreement, and the depositor will represent and warrant to the issuing entity in the Sale and Servicing Agreement, that, as of the cut-off date, each security interest in a Financed Vehicle is prior to all other present liens (other than tax liens and other liens that arise by operation of law) upon and security interests in that Financed Vehicle. However, liens for repairs, taxes or storage could arise, or the confiscation of a Financed Vehicle could occur, at any time during the term of a receivable. No notice will be given to the owner trustee, the indenture trustee or any noteholders if a lien arises or confiscation occurs that would not give rise to NMAC’s repurchase obligation under the Purchase Agreement.

Repossession

In the event of default by an obligor, the holder of the related retail installment contract has all the remedies of a secured party under the UCC, except where specifically limited by other state laws. Among the UCC remedies, the secured party has the right to perform repossession by self-help means, unless it would constitute a breach of the peace or is otherwise limited by applicable state law. Unless a vehicle financed by NMAC is voluntarily surrendered, self-help repossession is the method employed by NMAC in most states and is accomplished simply by retaking possession of the Financed Vehicle. In cases where an obligor objects or raises a defense to repossession, or if otherwise required by applicable state law, a court order must be obtained from the appropriate state court, and that vehicle must then be recovered in accordance with that order. In some jurisdictions, the secured party is required to notify that obligor of the default and the intent to repossess the collateral and to give that obligor a time period within which to cure the default prior to repossession. In some states, an obligor has the right to reinstate its contract and recover the collateral by paying the delinquent installments and other amounts due.

Notice of Sale; Redemption Rights

In the event of default by an obligor under a retail installment contract, some jurisdictions require that the obligor be notified of the default and be given a time period within which to cure the default prior to repossession. Generally, this right of cure may only be exercised on a limited number of occasions during the term of the related contract.

The UCC and other state laws require the secured party to provide an obligor with reasonable notice of the date, time and place of any public sale and/or the date after which any private sale of the collateral may be held. In most states, an obligor has the right to redeem the collateral prior to actual sale by paying the secured party the unpaid principal balance of the obligation, accrued interest on the obligation plus reasonable expenses for repossessing, holding and preparing the collateral for disposition and arranging for its sale, plus, in some jurisdictions, reasonable attorneys’ fees. In some states, an obligor has the right to redeem the collateral prior to actual sale by payment of delinquent installments or the unpaid balance.

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Deficiency Judgments and Excess Proceeds

The proceeds of resale of the vehicles generally will be applied first to the expenses of resale and repossession and then to the satisfaction of the indebtedness. While some states impose prohibitions or limitations on deficiency judgments if the net proceeds from resale do not cover the full amount of the indebtedness, a deficiency judgment can be sought in those states that do not prohibit or limit those judgments. In addition to the notice requirement described above, the UCC requires that every aspect of the sale or other disposition, including the method, manner, time, place and terms, be “commercially reasonable.” Courts have, in some cases, held that when a sale is not “commercially reasonable,” the secured party loses its right to a deficiency judgment. However, the deficiency judgment would be a personal judgment against the obligor for the shortfall, and a defaulting obligor can be expected to have very little capital or sources of income available following repossession. Therefore, in many cases, it may not be useful to seek a deficiency judgment or, if one is obtained, it may be settled at a significant discount or be uncollectible. In addition, the UCC permits the obligor or other interested party to recover for any loss caused by noncompliance with the provisions of the UCC. Also, prior to a sale, the UCC permits the obligor or other interested person to prohibit the secured party from disposing of the collateral if it is established that the secured party is not proceeding in accordance with the “default” provisions under the UCC.

Occasionally, after resale of a repossessed vehicle and payment of all expenses and indebtedness, there is a surplus of funds. In that case, the UCC requires the creditor to remit the surplus to any holder of a subordinate lien with respect to that vehicle or if no lienholder exists, the UCC requires the creditor to remit the surplus to the obligor.

Material Bankruptcy Considerations

In structuring the transactions contemplated by this prospectus, the depositor has taken steps that are intended to make it unlikely that the voluntary or involuntary application for relief by NMAC, under the United States Bankruptcy Code or similar applicable state laws (collectively, “Insolvency Laws”) will result in consolidation of the assets and liabilities of the depositor with those of NMAC. These steps include the creation of the depositor as a wholly-owned, limited purpose subsidiary pursuant to the certificate of formation and limited liability company agreement containing limitations (including restrictions on the nature of the depositor’s business and on its ability to commence a voluntary case or proceeding under any Insolvency Law without the unanimous affirmative vote of all of its managers).

However, delays in payments on the notes and possible reductions in the amount of those payments could occur if:

1. a court were to conclude that the assets and liabilities of the depositor should be consolidated with those of NMAC or NNA in the event of the application of applicable Insolvency Laws to NMAC or NNA, as the case may be;

2. a filing were made under any Insolvency Law by or against the depositor or the issuing entity; or

3. an attempt were made to litigate any of the foregoing issues.

On the closing date, special counsel to the depositor will deliver opinions based on a reasoned analysis of analogous case law (although there is no precedent based on directly similar facts) to the effect that, subject to certain facts, assumptions and qualifications specified therein and applying the principles set forth therein, under present reported decisional authority and applicable statutes to federal bankruptcy cases, if NMAC were to become a debtor in a case under the United States Bankruptcy Code, a court having jurisdiction over such case (the “bankruptcy court”) would:

• determine that the transfer of receivables pursuant to the Purchase Agreement constitutes a sale of such receivables to the depositor by NMAC, effective to transfer ownership of the same, as opposed to recharacterizing the transfers as NMAC’s grant of a security interest in the receivables, and would accordingly neither (1) find the receivables to be property of such Debtor’s estate within the meaning of Section 541 of the Bankruptcy Code, 11 U.S.C. § 541, nor (2) enforce the automatic stay imposed by Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a), to prevent the deposit in the Collection Account in accordance with the Basic Documents.

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• not disregard the separate existence of the depositor so as to order substantive consolidation of the assets and liabilities of the depositor with those of NMAC.

Among other things, the opinions will assume that each of the depositor and NMAC will follow specified procedures in the conduct of its affairs, including maintaining records and books of account separate from those of the other, refraining from commingling its assets with those of the other, and refraining from holding itself out as having agreed to pay, or being liable for, the debts of the other. The depositor and NMAC intend to follow these and other procedures related to maintaining their separate corporate identities. However, there can be no assurance that a court would not recharacterize the transfer of receivables as a grant of a security interest to secure a financing or conclude that the assets and liabilities of the depositor should be consolidated with those of NMAC.

NMAC will warrant in the Purchase Agreement that the sale of the receivables by it to the depositor is a valid sale. Notwithstanding the foregoing, if NMAC were to become a debtor in a bankruptcy case, a court could take the position that the sale of receivables to the depositor should instead be treated as a pledge of those receivables to secure a borrowing of NMAC. In addition, if the transfer of receivables to the depositor is treated as a pledge instead of a sale, a tax or government lien on the property of NMAC arising before the transfer of a receivable to the depositor may have priority over the depositor’s interest in that receivable. In addition, while NMAC is the servicer, cash collections on the receivables may be commingled with the funds of NMAC and, in the event of a bankruptcy of NMAC, the issuing entity may not have a perfected interest in those collections.

NMAC and the depositor will treat the transactions described in this prospectus as a sale of the receivables to the depositor, so that the automatic stay provisions of the United States Bankruptcy Code should not apply to the receivables if NMAC were to become a debtor in a bankruptcy case.

Dodd-Frank Orderly Liquidation Framework

General. On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) was enacted. The Dodd-Frank Act, among other things, gives the Federal Deposit Insurance Corporation (“FDIC”) authority (known as the Orderly Liquidation Framework or “OLA”) to act as receiver of financial companies and their subsidiaries in specific situations as described in more detail below. The OLA provisions were effective on July 22, 2010. The proceedings, standards, powers of the receiver and many other substantive provisions of OLA differ from those of the United States Bankruptcy Code in many respects. In addition, because the legislation remains subject to clarification through FDIC regulations and has yet to be applied by the FDIC in any receivership, it is unclear exactly what impact these provisions will have on any particular company, including NMAC, the depositor or the issuing entity, or its creditors.

Potential Applicability to NMAC, the Depositor and Issuing Entity. There is uncertainty about which companies will be subject to OLA rather than the United States Bankruptcy Code. For a company to become subject to OLA, the Secretary of the Treasury (in consultation with the President of the United States) must determine, among other things, that the company is in default or in danger of default, the failure of such company and its resolution under the United States Bankruptcy Code would have serious adverse effects on financial stability in the United States, no viable private sector alternative is available to prevent the default of the company and an OLA proceeding would mitigate these adverse effects.

The issuing entity or the depositor could also potentially be subject to the provisions of OLA as a “covered subsidiary” of NMAC. For the issuing entity or the depositor to be subject to receivership under OLA as a covered subsidiary of NMAC (1) the FDIC would have to be appointed as receiver for NMAC under OLA as described above, and (2) the FDIC and the Secretary of the Treasury would have to jointly determine that (a) the issuing entity or depositor is in default or in danger of default, (b) the liquidation of that covered subsidiary would avoid or mitigate serious adverse effects on the financial stability or economic conditions of the United States and (c) such appointment would facilitate the orderly liquidation of NMAC.

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There can be no assurance that the Secretary of the Treasury would not determine that the failure of NMAC would have serious adverse effects on financial stability in the United States. In addition, no assurance can be given that OLA would not apply to NMAC, the depositor or the issuing entity or, if it were to apply, that the timing and amounts of payments to the noteholders would not be less favorable than under the United States Bankruptcy Code.

FDIC’s Repudiation Power Under OLA. If the FDIC were appointed receiver of NMAC or of a covered subsidiary under OLA, the FDIC would have various powers under OLA, including the power to repudiate any contract to which NMAC or a covered subsidiary was a party, if the FDIC determined that performance of the contract was burdensome and that repudiation would promote the orderly administration of NMAC’s affairs. In January 2011, the Acting General Counsel of the FDIC issued an advisory opinion respecting, among other things, its intended application of the FDIC’s repudiation power under OLA. In that advisory opinion, the Acting General Counsel stated that nothing in the Dodd-Frank Act changes the existing law governing the separate existence of separate entities under other applicable law. As a result, the Acting General Counsel was of the opinion that the FDIC as receiver for a covered financial company, which could include NMAC or its subsidiaries (including the depositor or the issuing entity), cannot repudiate a contract or lease unless it has been appointed as receiver for that entity or the separate existence of that entity may be disregarded under other applicable law. In addition, the Acting General Counsel was of the opinion that until such time as the FDIC Board of Directors adopts a regulation further addressing the application of Section 210(c) of the Dodd-Frank Act, if the FDIC were to become receiver for a covered financial company, which could include NMAC or its subsidiaries (including the depositor or the issuing entity), the FDIC will not, in the exercise of its authority under Section 210(c) of the Dodd-Frank Act, reclaim, recover, or recharacterize as property of that covered financial company or the receivership assets transferred by that covered financial company prior to the end of the applicable transition period of a regulation provided that such transfer satisfies the conditions for the exclusion of such assets from the property of the estate of that covered financial company under the United States Bankruptcy Code. Although this advisory opinion does not bind the FDIC or its Board of Directors, and could be modified or withdrawn in the future, the advisory opinion also states that the Acting General Counsel will recommend that the FDIC Board of Directors incorporates a transition period of 90 days for any provisions in any further regulations affecting the statutory power to disaffirm or repudiate contracts. To date, no such regulations have been issued by the FDIC. As a result, the foregoing Acting General Counsel’s interpretation currently remains in effect. To the extent any future regulations or actions of the FDIC or subsequent FDIC actions in an OLA proceeding involving NMAC or its subsidiaries (including the depositor or the issuing entity), are contrary to this advisory opinion, payment or distributions of principal and interest on the securities issued by the issuing entity could be delayed or reduced.

Among the contracts that might be repudiated in an OLA proceeding are the Purchase Agreement, the Sale and Servicing Agreement, and the Administration Agreement. Under OLA, none of the parties to those contracts could exercise any right or power to terminate, accelerate, or declare a default under those contracts, or otherwise affect NMAC’s or a covered subsidiary’s rights under those contracts without the FDIC’s consent for 90 days after the receiver is appointed. During the same period, the FDIC’s consent would also be needed for any attempt to obtain possession of or exercise control over any property of NMAC or of a covered subsidiary. The requirement to obtain the FDIC’s consent before taking these actions relating to a covered company’s contracts or property is comparable to the requirement to request bankruptcy court relief from the “automatic stay” in bankruptcy.

The transfer of receivables under the Purchase Agreement will be structured with the intent that it would be treated as a legal true sale under applicable state law. If the transfer is so treated, based on the Acting General Counsel of the FDIC’s advisory opinion rendered in January 2011 and other applicable law, NMAC believes that the FDIC would not be able to recover the receivables using its repudiation power. However, if the transfer were not respected as a legal true sale, then the depositor would be treated as having made a loan to NMAC, secured by the receivables. The FDIC, as receiver, generally has the power to repudiate secured loans and then recover the collateral after paying damages to the lenders. If the issuing entity were placed in receivership under OLA, this repudiation power would extend to the notes. The amount of damages that the FDIC would be required to pay would be limited to “actual direct compensatory damages” determined as of the date of the FDIC’s appointment as receiver. Under OLA, in the case of any debt for borrowed money, actual direct compensatory damages are no less than the amount lent plus accrued interest plus any accreted original issue discount as of the date the FDIC was appointed receiver and, to the extent that an allowed secured claim is secured by property the value of which is greater than the amount of such claim and any accrued interest through the date of repudiation or disaffirmance, such accrued interest.

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Regardless of whether the transfer under the Purchase Agreement is respected as a legal true sale, as receiver for NMAC or a covered subsidiary the FDIC could:

• require the issuing entity, as assignee of the depositor, to go through an administrative claims procedure to establish its rights to payments collected on the receivables; or

• if the issuing entity were a covered subsidiary, require the indenture trustee or the holders of the notes to go through an administrative claims procedure to establish their rights to payments on the notes; or

• request a stay of proceedings to liquidate claims or otherwise enforce contractual and legal remedies against NMAC or a covered subsidiary (including the depositor or the issuing entity); or

• repudiate NMAC’s ongoing servicing obligations under the Sale and Servicing Agreement, such as its duty to collect and remit payments or otherwise service the receivables; or

• prior to any such repudiation of the Sale and Servicing Agreement, prevent any of the indenture trustee or the securityholders from appointing a successor servicer.

There are also statutory prohibitions on (1) any attachment or execution being issued by any court upon assets (such as the receivables) in the possession of the FDIC, as receiver, (2) any property (such as the receivables) in the possession of the FDIC, as receiver, being subject to levy, attachment, garnishment, foreclosure or sale without the consent of the FDIC, and (3) any person exercising any right or power to terminate, accelerate or declare a default under any contract to which NMAC or a covered subsidiary (including the depositor or the issuing entity) that is subject to OLA is a party, or to obtain possession of or exercise control over any property of NMAC or any covered subsidiary or affect any contractual rights of NMAC or a covered subsidiary (including the depositor or the issuing entity) that is subject to OLA, without the consent of the FDIC for 90 days after appointment of FDIC as receiver.

If the issuing entity were itself to become subject to OLA as a covered subsidiary, the FDIC may repudiate the debt of the issuing entity. In such an event, the noteholders would have a secured claim in the receivership of the issuing entity as described above but delays in payments on the notes would occur and possible reductions in the amount of those payments could occur.

If the FDIC, as receiver for NMAC, the depositor or the issuing entity, were to take any of the actions described above, payments or distributions of principal and interest on the securities issued by the issuing entity would be delayed and may be reduced.

FDIC’s Avoidance Power Under OLA. The proceedings, standards and many substantive provisions of OLA relating to preferential transfers differ from those of the United States Bankruptcy Code. If NMAC or its affiliates were to become subject to OLA, there are provisions of the Dodd-Frank Act that state that previous transfers of receivables by NMAC perfected for purposes of state law and the United States Bankruptcy Code could nevertheless be avoided as preferential transfers under OLA.

In December 2010, the Acting General Counsel of the FDIC issued an advisory opinion providing an interpretation of OLA which concludes that the treatment of preferential transfers under OLA was intended to be consistent with, and should be interpreted in a manner consistent with, the related provisions under the United States Bankruptcy Code. In addition, on July 6, 2011, the FDIC issued a final rule that, among other things, codified the Acting General Counsel’s interpretation. The final rule was effective August 15, 2011. Based on the final rule, the transfer of the receivables by NMAC would not be avoidable by the FDIC as a preference under OLA. To the extent subsequent FDIC actions in an OLA proceeding are contrary to the final rule, payment or distributions of principal and interest on the securities issued by the issuing entity could be delayed or reduced.

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Consumer Protection Laws

Numerous federal and state consumer protection laws and related regulations impose substantial requirements upon lenders and servicers involved in consumer finance. These laws include the Truth in Lending Act, the Equal Credit Opportunity Act, the Federal Trade Commission Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Magnuson-Moss Warranty Act, the Consumer Financial Protection Bureau’s (the “CFPB”) Regulations B and Z (formerly issued by the Federal Reserve Board), the Gramm-Leach-Bliley Act, the Servicemembers Civil Relief Act (the “Relief Act”), the Texas Credit Title Act, state adoptions of the Uniform Consumer Credit Code, and state motor vehicle retail installment sales acts and other similar laws. Many states have adopted “lemon laws” that provide redress to consumers who purchase a vehicle that remains out of compliance with its manufacturer’s warranty after a specified number of attempts to correct a problem or a specified time period. Also, state laws impose finance charge ceilings and other restrictions on consumer transactions and require contract disclosures in addition to those required under federal law. These requirements impose specific statutory liabilities upon creditors who fail to comply with their provisions. In some cases, this liability could affect an assignee’s ability to enforce consumer finance contracts such as the receivables.

With respect to used vehicles, the Federal Trade Commission’s Rule on Sale of Used Vehicles (the “FTC Rule”) requires all sellers of used vehicles to prepare, complete and display a “Buyers’ Guide” that explains the warranty coverage for such vehicles. The Federal Magnuson-Moss Warranty Act and state lemon laws may impose further obligations on motor vehicle dealers. Holders of the receivables may have liability or may be subject to claims and defenses under those statutes, the FTC Rule and similar state statutes.

The so-called “Holder-in-Due-Course” Rule of the Federal Trade Commission (the “HDC Rule”), the provisions of which are generally duplicated by the Uniform Consumer Credit Code, other statutes or the common law in some states, has the effect of subjecting a seller (and specified creditors and their assignees) in a consumer credit transaction to all claims and defenses that the obligor in the transaction could assert against the seller of the goods. Liability under the HDC Rule is limited to the amounts paid by the obligor under the contract, and the holder of the receivable may also be unable to collect any balance remaining due under that contract from the obligor.

Most of the receivables will be subject to the requirements of the HDC Rule. Accordingly, the issuing entity, as holder of the receivables, will be subject to any claims or defenses that the purchaser of the applicable Financed Vehicle may assert against the seller of the related Financed Vehicle. For each obligor, these claims are limited to a maximum liability equal to the amounts paid by the obligor on the related receivable. State law may also allow obligors to recover attorneys’ fees and costs. Under most state motor vehicle dealer licensing laws, sellers of motor vehicles are required to be licensed to sell motor vehicles at retail sale and such laws may impose other consumer protection requirements. Furthermore, federal odometer regulations promulgated under the Motor Vehicle Information and Cost Savings Act require that all sellers of new and used vehicles furnish a written statement signed by the seller certifying the accuracy of the odometer reading. If the seller is not properly licensed or violates other consumer protection requirements, or if a written odometer disclosure statement was not provided to the purchaser of the related Financed Vehicle, an obligor may be able to assert a claim or defense against the seller of the vehicle. If an obligor were successful in asserting any of those claims or defenses, that claim or defense would constitute a breach of NMAC’s warranties under the Purchase Agreement and would, if the breach materially and adversely affects the interests of the noteholders or certificateholders in such receivable, create an obligation of NMAC to repurchase the receivable unless the breach is corrected or cured. Any such breach will be deemed not to have a material and adverse effect if it does not affect the ability of the issuing entity to receive and retain timely payment in full on such receivable. See “Description of the Transfer and Servicing Agreements—Sale and Assignment of Receivables” in this prospectus.

Courts have applied general equitable principles to secured parties pursuing repossession and litigation involving deficiency balances. These equitable principles may have the effect of relieving an obligor from some or all of the legal consequences of a default.

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In several cases, consumers have asserted that the self-help remedies of secured parties under the UCC and related laws violate the due process protections provided under the 14th Amendment to the Constitution of the United States. Courts have generally upheld the notice provisions of the UCC and related laws as reasonable or have found that the repossession and resale by the creditor do not involve sufficient state action to afford constitutional protection to borrowers.

NMAC and the depositor will represent and warrant under the Purchase Agreement and the Sale and Servicing Agreement, respectively, that each receivable complied at the time it was originated or made with all requirements of applicable law. Accordingly, if an obligor has a claim against the issuing entity for violation of any law in respect of the related receivable at the time it was originated or made and that claim materially and adversely affects the noteholders’ or certificateholders’ interests in a receivable, that violation would constitute a breach of the representations and warranties of NMAC under the Purchase Agreement and would create an obligation of NMAC to repurchase the receivable unless the breach is corrected or cured. Any such claim will be deemed not to have a material and adverse effect if it does not affect the ability of the issuing entity to receive and retain timely payment in full on such receivable. See “Description of the Transfer and Servicing Agreements— Representations and Warranties; Remedies” in this prospectus.

Forfeiture for Drug, RICO and Money Laundering Violations

Federal law provides that property purchased or improved with assets derived from criminal activity or otherwise tainted, or used in the commission of certain offenses, can be seized and ordered forfeited to the United States. The offenses that can trigger such a seizure and forfeiture include, among others, violations of the Racketeer Influenced and Corrupt Organizations Act, the Bank Secrecy Act, the anti-money laundering laws and regulations, including the USA PATRIOT Act of 2001 and the regulations issued pursuant to that Act, and the regulations issued by the U.S. Treasury Department’s Office of Foreign Assets Control, as well as the narcotic drug laws. In many instances, the United States may seize the property even before a conviction occurs.

Consumer Financial Protection Bureau

The CFPB is responsible for implementing and enforcing various federal consumer protection laws and supervising certain depository institutions and non-depository institutions offering financial products and services to consumers, including indirect automobile retail and lease financing.

The CFPB has supervisory, examination and enforcement authority over certain non-depository institutions, including those entities that are larger participants of a market for consumer financial products or services, as defined by rule. NMAC is subject to the supervisory, examination and enforcement authority of the CFPB.

The CFPB and the United States Department of Justice (the “DOJ”) have in recent years conducted fair lending investigations of several indirect automobile lenders, including NMAC, to determine whether their dealer markup and compensation policies resulted in any discriminatory practices, and several of those automobile lenders have entered into settlements with these U.S. government agencies with respect to such policies. While it discussed such matters with the agencies, NMAC did not ultimately enter into a settlement with respect to its policies. In late 2016 the investigation was closed.

The CFPB and nine states began a supervisory examination of NMAC in 2016. In March 2017, NMAC received the multi-state examination results. NMAC responded to the various state findings and perceived infractions alleged by the regulators. While some states requested NMAC to provide refunds for various several perceived infractions, there were no fines or sanctions levied or any other disciplinary actions taken by any of the states.

On August 24, 2017, NMAC received the CFPB’s Final Examination Report (the “Report”). The Report identified certain matters requiring attention (“MRAs”), most concerning the CFPB’s general finding that NMAC’s compliance policies and procedures were materially undeveloped. NMAC responded to all MRAs and made all adjustments requested in the examination report. In the aftermath of the 2016 examination, the enforcement division

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of the CFPB served NMAC with two Civil Investigative Demands (the “CIDs”) in September 2017 and February 2019. They required NMAC to produce specified documents, data and materials concerning the five most material findings from the examination. NMAC responded to these CIDs. On August 19, 2019, the CFPB enforcement division informed NMAC that it intended to recommend to its leadership that the agency commence an enforcement action against NMAC.

In October 2020, NMAC agreed to a settlement with the CFPB, agreeing to pay a penalty of $4.0 million to the CFPB and to provide cash and credit redress to customers determined to have been the subject of wrongful repossessions in amounts of up to $750,000 and approximately $14,500, respectively. NMAC is subject to the terms of such settlement for five years and the CFPB is evaluating NMAC’s compliance with the terms thereof. In addition to the above, from time to time, NMAC is a party to legal proceedings, and are presently a party to, and are vigorously defending, various legal proceedings, including proceedings that are or purport to be class actions. Plaintiffs in class action proceedings may seek to recover amounts which are large and may be indeterminable for some period of time. Some of the legal proceedings to which NMAC is a party may include claims for rescission and/or set-off, among other forms of relief. Costs to defend legal proceedings and the cost of actual settlements, judgments or resolutions of these legal proceedings may negatively affect NMAC’s business and financial performance.

For additional discussion of how a failure to comply with consumer protection laws may impact the issuing entity, the receivables or your investment in the securities, see “Risk Factors—Risks related to the characteristics, servicing and performance of the receivables—Failure to comply with consumer protection laws may result in losses on your notes” in this prospectus.

Other Limitations

In addition to the laws limiting or prohibiting deficiency judgments, numerous other statutory provisions, including federal bankruptcy laws and related state laws, may interfere with or affect the ability of a secured party to realize upon collateral or to enforce a deficiency judgment. For example, in a Chapter 13 proceeding under the federal bankruptcy law, a court may prevent a creditor from repossessing a vehicle and, as part of the rehabilitation plan, reduce the amount of the secured indebtedness to the market value of the vehicle at the time of bankruptcy (as determined by the court), leaving the creditor as a general unsecured creditor for the remainder of the indebtedness. A bankruptcy court may also reduce the monthly payments due under a contract or change the rate of interest and time of repayment of the indebtedness.

State and local government bodies across the United States generally have the power to create licensing and permit requirements. It is possible that the issuing entity could fail to have some required licenses or permits. In that event, the issuing entity could be subject to liability or other adverse consequences.

Under the terms of the Relief Act, an obligor who enters the military service (including members of the Army, Navy, Air Force, Marines, National Guard, and officers of the National Oceanic and Atmospheric Administration and U.S. Public Health Service assigned to duty with the military) after the origination of that obligor’s receivable (including an obligor who is a member of the National Guard or is in reserve status at the time of the origination of the obligor’s receivable and is later called to active duty) may not be charged interest above an annual rate of 6% during the period of that obligor’s active duty status after a request for relief by the obligor. The Relief Act provides for extension of payments during a period of service upon request of the obligor. Interest at a rate in excess of 6% that would have been incurred but for the Relief Act is forgiven. It is possible that the foregoing could have an effect on the ability of the servicer to collect the full amount of interest owing on some of the receivables. In addition, the Relief Act and the laws of some states, including California, New York and New Jersey, impose limitations that would impair the ability of the servicer to repossess the released Financed Vehicle during the obligor’s period of active duty status and, under certain circumstances, during an additional period thereafter. Thus, if that receivable goes into default, there may be delays and losses occasioned by the inability to exercise the issuing entity’s rights with respect to the receivable and the related Financed Vehicle in a timely fashion.

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Any shortfall pursuant to either of the two preceding paragraphs, to the extent not covered by amounts payable to the noteholders from amounts on deposit in the Reserve Account or from coverage provided under any other credit enhancement mechanism, could result in losses to the noteholders.

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

Set forth below is a discussion of the material U.S. federal income tax consequences relevant to the purchase, ownership and disposition of the notes. This information is directed to prospective purchasers that are unrelated to the issuing entity who purchase notes at their issue price in the initial distribution thereof and who hold the notes as “capital assets” within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). This discussion is based upon current provisions of the Internal Revenue Code, existing and proposed Treasury Regulations thereunder, current administrative rulings, judicial decisions and other applicable authorities. To the extent that the following summary relates to matters of law or legal conclusions with respect thereto, such summary represents the opinion of Mayer Brown LLP, special federal tax counsel to the issuing entity, subject to the qualifications set forth in this discussion. There are no cases or Internal Revenue Service (the “IRS”) rulings on similar transactions involving both debt and equity interests issued by an issuing entity with terms similar to those of the notes. As a result, there can be no assurance that the IRS will not challenge the conclusions reached in this prospectus, and no ruling from the IRS has been or will be sought on any of the issues discussed below. Furthermore, legislative, judicial or administrative changes may occur, perhaps with retroactive effect, which could affect the accuracy of the statements and conclusions set forth in this prospectus as well as the tax consequences to noteholders.

This discussion is not a complete analysis of all potential U.S. federal income tax consequences and does not address any tax consequences arising under any state, local or non-U.S. tax laws, any income tax treaties, or any other U.S. federal tax laws, including U.S. federal estate and gift tax laws. The following discussion also does not purport to deal with all aspects of U.S. federal income taxation that may be relevant to noteholders in light of their personal investment circumstances nor, except for limited discussions of particular topics, to holders subject to special treatment under the U.S. federal income tax laws, including:

• financial institutions;

• broker-dealers;

• insurance companies;

• tax-exempt organizations;

• regulated investment companies;

• real estate investment trusts;

• traders in securities that have elected the mark-to-market method of accounting for their securities;

• persons liable for the alternative minimum tax;

• corporations subject to the corporate alternative minimum tax on adjusted financial statement income;

• “controlled foreign corporations;”

• “passive foreign investment companies;”

• certain U.S. expatriates;

• persons that hold the notes as a position in a “straddle” or as part of a synthetic security or “hedge,” “conversion transaction” or other integrated investment;

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• persons that have a “functional currency” other than the U.S. dollar; and

• pass-through entities and persons who are investors in such pass-through entities.

Prospective investors should consult their own tax advisors in determining the federal, state, local, foreign and any other tax consequences to them of the purchase, ownership and disposition of the notes.

For purposes of the following discussion, the term “U.S. Holder” means a beneficial owner of a note that is, for U.S. federal income tax purposes, (i) an individual citizen or resident of the United States, (ii) a corporation (or other entity subject to U.S. federal income taxation as a corporation) created or organized in or under the laws of the United States, any state thereof or the District of Columbia, or (iii) an estate or trust treated as a United States person under Section 7701(a)(30) of the Internal Revenue Code. The term “Non-U.S. Holder” means a beneficial owner of a note other than a U.S. Holder or an entity treated as a partnership for U.S. federal income tax purposes. For the purposes of this discussion, U.S. Holders and Non-U.S. Holders are referred to collectively as “Holders.” Special rules, not addressed in this discussion, may apply to persons purchasing notes through entities or arrangements treated for U.S. federal income tax purposes as partnerships, and any such partnership purchasing notes and persons purchasing notes through such a partnership should consult their own tax advisors in that regard.

On the closing date, Mayer Brown LLP, special federal tax counsel to the issuing entity, will deliver an opinion, subject to the assumptions and qualifications therein, to the effect that for U.S. federal income tax purposes, the notes (other than notes, if any, beneficially owned by (i) the issuing entity or a person treated as the same person as the issuing entity for U.S. federal income tax purposes, (ii) a member of an expanded group (as defined in Treasury Regulation Section 1.385-1(c)(4) or any successor regulation then in effect) that includes the issuing entity (or a person considered to be the same person as the issuing entity for United States federal income tax purposes), (iii) a “controlled partnership”(as defined in Treasury Regulation Section 1.385-1(c)(1) or any successor regulation then in effect) of such expanded group or (iv) a disregarded entity owned directly or indirectly by a person described in preceding clause (ii) or (iii)) will be characterized as debt and the issuing entity will not be characterized as an association (or a publicly traded partnership) taxable as a corporation. Holders should be aware that, as of the closing date, no transaction closely comparable to that contemplated herein has been the subject of any judicial decision, Treasury Regulation or IRS revenue ruling. Although special federal tax counsel to the issuing entity will issue tax opinions to the effect described above, the IRS may successfully take a contrary position, and the tax opinions are not binding on the IRS or on any court. Holders will be deemed to agree, by their purchase of the notes, to treat the notes (other than notes, if any, beneficially owned by (i) the issuing entity or a person treated as the same person as the issuing entity for U.S. federal income tax purposes, (ii) a member of an expanded group (as defined in Treasury Regulation Section 1.385-1(c)(4) or any successor regulation then in effect) that includes the issuing entity (or a person considered to be the same person as the issuing entity for United States federal income tax purposes), (iii) a “controlled partnership”(as defined in Treasury Regulation Section 1.385-1(c)(1) or any successor regulation then in effect) of such expanded group or (iv) a disregarded entity owned directly or indirectly by a person described in preceding clause (ii) or (iii)) as debt for U.S. federal income tax purposes. The discussion below assumes this characterization of the notes is correct.

Tax Treatment of Issuing Entity

At closing, the issuing entity will be disregarded as separate from the depositor for U.S. federal income tax purposes but may be treated as a partnership should the depositor transfer any of the certificates to another party (that is not treated as the same person as the depositor for U.S. federal income tax purposes) or should any of the notes be characterized by the IRS as equity of the issuing entity. If the issuing entity is treated as a partnership for U.S. federal income tax purposes, partnership audit rules would generally apply to the issuing entity. Under the partnership audit rules, unless an entity elects otherwise, taxes arising from audit adjustments are required to be paid by the entity rather than by its partners or members. The parties responsible for the tax administration of the issuing entity described herein will have the authority to utilize, and intend to utilize, any exceptions available under these provisions (including any changes) and IRS regulations so that the issuing entity’s members, to the fullest extent possible, rather than the issuing entity itself, will be liable for any taxes arising from audit adjustments to the issuing entity’s taxable income if the issuing entity is treated as a partnership. It is unclear to what extent these elections will be available to the issuing entity and how any such elections may affect the procedural rules available to challenge any audit adjustment that would otherwise be available in the absence of any such elections. Prospective investors are urged to consult with their tax advisors regarding the possible effect of these rules.

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Tax Consequences to U.S. Holders of the Notes

Stated Interest and OID: Stated interest on the notes will be taxable as ordinary income for U.S. federal income tax purposes when received or accrued in accordance with a Holder’s method of tax accounting. It is possible that one or more classes of notes offered hereunder will be issued with more than a de minimis amount (i.e., less than 1/4% of the principal amount of a class of notes multiplied by its weighted average life to maturity) of original issue discount (“OID”). If a class of notes offered hereunder is in fact issued at a greater than de minimis discount or is treated as having been issued with OID under the Treasury Regulations, the following general rules will apply.

The excess of the “stated redemption price at maturity” of a class of notes offered hereunder (generally equal to its principal amount as of the date of original issuance plus all interest other than “qualified stated interest payments” payable prior to or at maturity) over its original issue price (in this case, the initial offering price at which a substantial amount of the class of notes are sold to the public) will constitute OID. Qualified stated interest payments are interest payments on the notes that are unconditionally payable at least annually at a single fixed rate applied to the outstanding principal amount of the obligation. A U.S. Holder must include OID in income over the term of the notes under a constant yield method. In general, OID must be included in income in advance of the receipt of the cash representing that income.

In the case of a debt instrument (such as a note) as to which the repayment of principal may be accelerated as a result of the prepayment of other obligations securing the debt instrument, under Section 1272(a)(6) of the Internal Revenue Code, the periodic accrual of OID is determined by taking into account (i) a reasonable prepayment assumption in accruing OID (generally, the assumption used to price the debt offering), and (ii) adjustments in the accrual of OID when prepayments do not conform to the prepayment assumption, and regulations could be adopted applying those provisions to the notes. It is unclear whether those provisions would be applicable to the notes in the absence of such regulations or whether use of a reasonable prepayment assumption may be required or permitted without reliance on these rules. If this provision applies to the notes, the amount of OID that will accrue in any given “accrual period” may either increase or decrease depending upon the actual prepayment rate. In the absence of such regulations (or statutory or other administrative clarification), any information reports or returns to the IRS and the Holders regarding OID, if any, will be based on the assumption that the receivables will prepay at a rate based on the assumption used in pricing the notes offered hereunder. However, no representation will be made regarding the prepayment rate of the receivables. See “Maturity and Prepayment Considerations” and “Weighted Average Life of the Notes” in this prospectus. Accordingly, U.S. Holders are advised to consult their own tax advisors regarding the impact of any prepayments of the receivables (and the OID rules) if the notes offered hereunder are issued with OID.

In the case of a note purchased with de minimis OID, generally, a portion of such OID is taken into income upon each principal payment on the note. Such portion equals the de minimis OID times a fraction whose numerator is the amount of principal payment made and whose denominator is the stated principal amount of the note. Such income generally is capital gain.

Short Term Debt. A U.S. Holder of a note, which has a fixed maturity date not more than one year from the issue date, will generally not be required to include OID income on the note as it accrues. However, the foregoing rule may not apply if such owner holds the instrument as part of a hedging transaction, or as a stripped bond or stripped coupon or if the holder is:

1. an accrual method taxpayer;

2. a bank;

3. a broker or dealer that holds the note as inventory;

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4. a regulated investment company or common trust fund; or

5. the beneficial owner of certain pass-through entities specified in the Internal Revenue Code.

A U.S. Holder of a note who is not required to include OID income on the note as it accrues will instead include the OID accrued on the note in gross income as principal is paid thereon, at maturity and upon a sale or exchange of the note. Such Holder would be required to defer deductions for any interest expense on an obligation incurred to purchase or carry the note except to the extent it exceeds the sum of any interest income and OID accrued on such note. However, such Holder may elect to include OID in income as it accrues on all obligations having a maturity of one year or less held by such owner in that taxable year or thereafter, in which case the deferral rule of the preceding sentence will not apply. For purposes of this paragraph, OID accrues on a note on a straight-line basis, unless the owner irrevocably elects, under Treasury Regulations, to apply a constant interest method, using the Holder’s yield to maturity and daily compounding.

Market Discount. The notes, whether or not issued with OID, will be subject to the “market discount rules” of Section 1276 of the Internal Revenue Code. In general, these rules provide that if a U.S. Holder purchases a note at a market discount (that is, a discount from its stated redemption price at maturity (which is generally the stated principal amount) or if the related notes were issued with OID, its original issue price (as adjusted for accrued original issue discount, that exceeds a de minimis amount specified in the Internal Revenue Code)) and thereafter (a) recognizes gain upon a disposition, or (b) receives payments of principal, the lesser of (i) such gain or principal payment or (ii) the accrued market discount, will be taxed as ordinary interest income. Generally, the accrued market discount will be the total market discount on the related note multiplied by a fraction, the numerator of which is the number of days the U.S. Holder held such note and the denominator of which is the number of days from the date the U.S. Holder acquired such note until its maturity date. The U.S. Holder may elect, however, to determine accrued market discount under the constant-yield method.

Limitations imposed by the Internal Revenue Code which are intended to match deductions with the taxation of income may defer deductions for interest on indebtedness incurred or continued, or short-sale expenses incurred, to purchase or carry a note with accrued market discount. A U.S. Holder may elect to include market discount in gross income as it accrues and, if such U.S. Holder makes such an election, it is exempt from this rule. Any such election will apply to all debt instruments acquired by the taxpayer on or after the first day of the first taxable year to which such election applies. The adjusted basis of a note subject to such election will be increased to reflect market discount included in gross income, thereby reducing any gain or increasing any loss on a sale or taxable disposition.

Amortizable Bond Premium. In general, if a U.S. Holder purchases a note at a premium (that is, an amount in excess of the amount payable upon the maturity thereof), such U.S. Holder will be considered to have purchased such note with “amortizable bond premium” equal to the amount of such excess. Such U.S. Holder may elect to amortize such bond premium as an offset to interest income and not as a separate deduction item as it accrues under a constant-yield method over the remaining term of the note. Such U.S. Holder’s tax basis in the note will be reduced by the amount of the amortized bond premium. Any such election shall apply to all debt instruments (other than instruments the interest on which is excludible from gross income) held by the U.S. Holder at the beginning of the first taxable year for which the election applies or thereafter acquired and is irrevocable without the consent of the IRS. Bond premium on a note held by a U.S. Holder who does not elect to amortize the premium will decrease the gain or increase the loss otherwise recognized on the disposition of the note.

Acquisition Premium. A U.S. Holder that purchases in a secondary market a note that was originally issued with OID for an amount less than or equal to the sum of all amounts payable on the note after the purchase date other than payments of qualified stated interest but in excess of its adjusted issue price (any such excess being “acquisition premium”) and that does not make the election described below under “ —Total Accrual Election” is permitted to reduce the daily portions of OID, if any, by a fraction, the numerator of which is the excess of the U.S. Holder’s adjusted basis in the note immediately after its purchase over the adjusted issue price of the note, and the denominator of which is the excess of the sum of all amounts payable on the note after the purchase date, other than payments of qualified stated interest, over the note’s adjusted issue price.

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Total Accrual Election. A U.S. Holder may elect to include in gross income all interest that accrues on a note using the constant-yield method described above under the heading “ —Stated Interest and OID,” with modifications described below. For purposes of this election, interest includes stated interest, acquisition discount, OID, de minimis OID, market discount, de minimis market discount and unstated interest, as adjusted by any amortizable bond premium (described above under “ —Amortizable Bond Premium”) or acquisition premium.

In applying the constant-yield method to a note with respect to which this election has been made, the issue price of the note will equal the electing U.S. Holder’s adjusted basis in the note immediately after its acquisition, the issue date of the note will be the date of its acquisition by the electing U.S. Holder, and no payments on the note will be treated as payments of qualified stated interest. This election will generally apply only to the note with respect to which it is made and may not be revoked without the consent of the IRS. U.S. Holders should consult with their own advisers as to the effect in their circumstances of making this election.

Sale or Other Disposition. If a U.S. Holder sells a note, the U.S. Holder will recognize gain or loss in an amount equal to the difference between the amount realized on the sale and the U.S. Holder’s adjusted tax basis in the note. The adjusted tax basis of a note to a particular U.S. Holder will equal the U.S. Holder’s cost for the note, increased by any market discount, acquisition discount, OID and gain previously included in income by that U.S. Holder with respect to the note and decreased by the amount of bond premium, if any, previously amortized and by the amount of payments of principal and OID previously received by that U.S. Holder with respect to the note. Any gain or loss, and any gain or loss recognized on a prepayment of the notes, will be capital gain or loss if the note was held as a capital asset (except for gain representing accrued interest and income), and will be long-term or short-term depending on whether the note has been owned for the long-term capital gain holding period (currently, more than one year). For non-corporate U.S. Holders, capital gain recognized on the sale or other disposition of a note held for more than one year will be taxed at a maximum rate of 20%. Capital gain for a note held for one year or less is taxed at the rates applicable to ordinary income. U.S. Holders must aggregate capital gains and losses for each taxable year. In the event a U.S. Holder realizes a net capital loss for any year there are limitations on the amount of these capital losses which can be deducted. Capital losses generally may be used only to offset capital gains.

Potential Acceleration of Income. An accrual method taxpayer that prepares an “applicable financial statement” (as defined in Section 451 of the Internal Revenue Code, which includes any GAAP financial statement, Form 10-K annual statement, audited financial statement or a financial statement filed with any federal agency for non-tax purposes) generally would be required to include certain items of income in gross income no later than the time such amounts are reflected on such a financial statement. This could result in an acceleration of income recognition for income items differing from the above description. The United States Department of the Treasury released Treasury Regulations that exclude from this rule any item of gross income for which a taxpayer uses a special method of accounting required by certain sections of the Internal Revenue Code, including income subject to the timing rules for OID and de minimis OID, income under the contingent payment debt instrument rules, income under the variable rate debt instrument rules, and market discount (including de minimis market discount). U.S. Holders should consult their tax advisors with regard to these rules.

Net Investment Income. A tax of 3.8% is imposed on the “net investment income” of certain individuals, trusts and estates. Among other items, net investment income generally includes gross income from interest and net gain attributable to the disposition of certain property, less certain deductions. U.S. Holders should consult their own tax advisors regarding the possible implications of this tax in their particular circumstances.

Tax Consequences to Non-U.S. Holders of the Notes

Interest (including OID) paid (or accrued) to a Non-U.S. Holder generally will be considered “portfolio interest,” and, except as described below with respect to FATCA and backup withholding, generally will not be subject to U.S. federal income tax and withholding tax if the interest is not effectively connected with the conduct of a trade or business within the United States by the Non-U.S. Holder (or under certain tax treaties is not attributable to a United States permanent establishment maintained by such Non-U.S. Holder), and,

1. the Non-U.S. Holder is not actually or constructively a “10 percent shareholder” of the issuing entity or the depositor (including a holder of 10% of the outstanding certificates) or a “controlled foreign corporation” with respect to which the issuing entity or the depositor is a “related person” within the meaning of the Internal Revenue Code;

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2. the Non-U.S. Holder is not a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Code;

3. the interest is not contingent interest described in Section 871(h)(4) of the Internal Revenue Code; and

4. the Non-U.S. Holder does not bear specified relationships to any certificateholder.

To qualify for the exemption from taxation, the Non-U.S. Holder must provide the indenture trustee or other person who is otherwise required to withhold U.S. tax with respect to the notes with an appropriate statement (on Form W-8BEN or Form W-8BEN-E or other applicable form or successor form), signed under penalties of perjury, certifying that the owner of the note is a Non-U.S. Holder and providing the Non-U.S. Holder’s name and address. If a note is held through a securities clearing organization or other financial institution, the organization or institution may provide the relevant signed statement to the withholding agent; in that case, however, the signed statement must be accompanied by a Form W-8BEN or Form W-8BEN-E (or other applicable form or successor form) provided by the Non-U.S. Holder and the Non-U.S. Holder must notify the financial institution acting on its behalf of any changes to the information on the Form W-8BEN or Form W-8BEN-E (or other applicable form or successor form) within 30 days of that change. If interest paid to a Non-U.S. Holder is not considered portfolio interest, then it will be subject to U.S. federal income and withholding tax at a rate of 30 percent, unless reduced or eliminated pursuant to an applicable tax treaty. In order to claim the benefit of any applicable tax treaty, the Non-U.S. Holder must provide the indenture trustee or other person who is required to withhold U.S. tax with respect to the notes with an appropriate statement (on Form W-8BEN or Form W-8BEN-E or other applicable form or successor form), signed under penalties of perjury, certifying that the Non-U.S. Holder is entitled to benefits under the treaty.

Any capital gain realized on the sale, redemption, retirement or other taxable disposition of a note by a Non-U.S. Holder will be exempt from United States federal income and withholding tax, provided that (1) that gain is not effectively connected with the conduct of a trade or business in the United States by the Non-U.S. Holder (or under certain tax treaties is not attributable to a United States permanent establishment maintained by such Non-U.S. Holder) and (2) in the case of an individual Non-U.S. Holder, the Non-U.S. Holder is not present in the United States for 183 days or more during the taxable year of disposition or certain other conditions are not met.

Foreign Account Tax Compliance

Under Sections 1471 through 1474 of the Internal Revenue Code (“FATCA”), withholding may be required on certain payments to holders of notes (including intermediaries) who do not provide certain information to the issuing entity or other applicable withholding agent, which may include the name, address, taxpayer identification number and certain other information with respect to direct and certain indirect U.S. Holders. If an amount in respect of U.S. withholding tax were to be deducted or withheld from interest payments on any notes as a result of a Holder’s failure to comply with these rules or as a result of the presence in the payment chain of an intermediary that does not comply with these rules, neither the issuing entity nor any paying agent nor any other person would, pursuant to the terms of the notes, be required to pay additional amounts as a result of the deduction or withholding of such tax. As a result, Holders may receive less interest than expected. Certain countries have entered into, and other countries are expected to enter into, agreements with the United States to facilitate the type of information reporting required under FATCA. While the existence of such agreements will not eliminate the risk that notes will be subject to the withholding described above, these agreements are expected to reduce the risk of the withholding for investors in (or indirectly holding notes through financial institutions in) those countries. If applicable, FATCA withholding applies to payments of U.S. source dividends, interest, and other fixed payments, and, under rules previously scheduled to take effect on January 1, 2019, to payments from the disposition of property producing such payments (e.g. notes). Proposed Treasury Regulations eliminate withholding on payments from such dispositions of such property. Pursuant to these proposed Treasury Regulations, the issuing entity and any withholding agent may rely on this change to FATCA withholding until the final Treasury Regulations are issued. Holders should consult their own tax advisers on how these rules may apply to payments they receive under the notes.

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Backup Withholding and Information Reporting

U.S. Holders. Under current U.S. federal income tax law, backup withholding at specified rates and information reporting requirements may apply to payments of principal and interest (including OID) made to, and to the proceeds of sale before maturity by, certain noncorporate U.S. Holders of notes. Backup withholding will apply to a U.S. Holder if:

• such U.S. Holder fails to furnish its Taxpayer Identification Number (“TIN”) to the payor in the manner required;

• such U.S. Holder furnishes an incorrect TIN and the payor is so notified by the IRS;

• the payor is notified by the IRS that such U.S. Holder has failed to properly report payments of interest or dividends; or

• under certain circumstances, such U.S. Holder fails to certify, under penalties of perjury, that it has furnished a correct TIN and has not been notified by the IRS that it is subject to backup withholding for failure to report interest or dividend payments.

Backup withholding does not apply with respect to payments made to certain exempt recipients, including corporations (within the meaning of Section 7701(a) of the Internal Revenue Code), tax-exempt organizations or qualified pension and profit-sharing trusts.

Backup withholding is not an additional tax. Any amounts withheld from a payment under the backup withholding rules will be allowed as a credit against a U.S. Holder’s U.S. federal income tax liability and may entitle such U.S. Holder to a refund, provided that certain required information is furnished to the IRS.

U.S. Holders should consult their tax advisors regarding their qualification and eligibility for exemption from backup withholding, and the application of information reporting requirements, in their particular situations.

Non-U.S. Holders. Backup withholding will not apply to payments of principal or interest (including OID) made by the issuing entity or its paying agent on a note if a Non-U.S. Holder has provided the required certification under penalties of perjury that it is not a U.S. Holder or has otherwise established an exemption (absent the issuing entity’s actual knowledge or reason to know that the Non-U.S. Holder is actually a U.S. Holder). Backup withholding is not an additional tax. Any amounts withheld from a payment under the backup withholding rules will be allowed as a credit against a Non-U.S. Holder’s U.S. federal income tax liability and may entitle such Non-U.S. Holder to a refund, provided that certain required information is furnished to the IRS.

The issuing entity must report annually to the IRS on IRS Form 1042-S the amount of interest (including OID) paid on the notes and the amount of tax withheld with respect to those payments. Copies of the information returns reporting those interest payments and withholding may also be made available to the tax authorities in the country in which a Non-U.S. Holder resides under the provisions of an applicable income tax treaty. Information reporting may also apply to payments made outside the United States, and payments on the sale, exchange, retirement or other disposition of a note effected outside the United States, if payment is made by a payor that is, for U.S. federal income tax purposes:

• a United States person;

• a controlled foreign corporation;

• a U.S. branch of a foreign bank or foreign insurance company;

• a foreign partnership controlled by United States persons or engaged in a U.S. trade or business; or

• a foreign person, 50% or more of whose gross income is effectively connected with the conduct of a U.S. trade or business for a specified three-year period,

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but the payment will not be subject to backup withholding unless the payor has actual knowledge that the payee is a U.S. Holder and no exception to backup withholding is otherwise established.

Non-U.S. Holders should consult their tax advisors regarding their qualification and eligibility for exemption from backup withholding, and the application of information reporting requirements, including as impacted by FATCA, in their particular situations.

Tax Regulations for Related-Party Note Acquisitions

The United States Department of the Treasury and the IRS issued Treasury Regulations under Section 385 of the Internal Revenue Code that address the debt or equity treatment of instruments held by certain parties related to the issuing entity. In particular, in certain circumstances, a note that otherwise would be treated as debt is treated as stock for U.S. federal income tax purposes during periods in which the note is held by an applicable related party (meaning a member of an “expanded group” that includes the issuing entity (or its owner(s)) generally based on a group of corporations or controlled partnerships connected through 80% direct or indirect ownership links). Under these Treasury Regulations, any notes treated as stock under these rules could result in adverse tax consequences to such related party noteholder, including that U.S. federal withholding taxes could apply to distributions on the notes. If the issuing entity were to become liable for any such withholding or failure to so withhold, the resulting impositions could reduce the cash flow that would otherwise be available to make payments on all notes. In addition, when a recharacterized note is acquired by a beneficial owner that is not an applicable related party, that note is generally treated as reissued for U.S. federal income tax purposes and thus may have tax characteristics differing from notes of the same class that were not previously held by a related party. As a result of considerations arising from these rules, the Trust Agreement will provide restrictions on certain potential holders of certificates if they are related to a noteholder. As a result, the issuing entity does not expect that these Treasury Regulations will apply to any of the notes. However, the Treasury Regulations are complex and have not yet been applied by the IRS or any court. In addition, the IRS has reserved certain portions of the Treasury Regulations pending its further consideration. Prospective investors should note that the Treasury Regulations are complex and we urge you to consult your tax advisors regarding the possible effects of these rules.

Possible Alternative Treatments of the Notes and the Issuing Entity

Although, as discussed above, special federal tax counsel to the issuing entity will issue an opinion, subject to the assumptions and qualifications therein, to the effect that the notes (other than such notes, if any, beneficially owned by the (i) issuing entity or a person treated as the same person as the issuing entity for U.S. federal income tax purposes, (ii) a member of an expanded group (as defined in Treasury Regulation Section 1.385-1(c)(4) or any successor regulation then in effect) that includes the issuing entity (or a person considered to be the same person as the issuing entity for United States federal income tax purposes), (iii) a “controlled partnership”(as defined in Treasury Regulation Section 1.385-1(c)(1) or any successor regulation then in effect) of such expanded group or (iv) a disregarded entity owned directly or indirectly by a person described in preceding clause (ii) or (iii)) will be characterized as debt for U.S. federal income tax purposes, and the issuing entity will not be characterized as an association (or a publicly traded partnership) taxable as a corporation, the IRS may take a contrary position. If the IRS were to contend successfully that any class of notes were not debt for U.S. federal income tax purposes, such notes might be treated as equity interests in the issuing entity. As a result, even if the depositor or other single person was the sole certificateholder of the issuing entity, the issuing entity would be considered to have multiple equity owners and might be classified for U.S. federal income tax purposes as an association taxable as a corporation or as a partnership. Additionally, even if all the notes are treated as debt for U.S. federal income tax purposes, but there is more than one person (and all such persons are not treated as the same person for U.S. federal income tax purposes) holding a certificate (or interest therein), the issuing entity may be considered to have multiple equity owners and might be classified for U.S. federal income tax purposes as an association taxable as a corporation or as a partnership.

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A partnership is generally not subject to an entity level tax for U.S. federal income tax purposes, while an association or corporation is subject to an entity level tax. If the issuing entity were treated as a partnership (which most likely would not be treated as a publicly traded partnership taxable as a corporation) and one or more classes of notes were treated as equity interests in that partnership, each item of income, gain, loss, deduction, and credit generated through the ownership of the receivables by the partnership would be passed through to the partners, including the affected Holders, according to their respective interests therein. Under current law, the income reportable by Holders as partners in such a partnership could differ from the income reportable by the Holders as holders of debt. Generally, such differences are not expected to be material; however, certain Holders may experience adverse tax consequences. For example, cash basis Holders might be required to report income when it accrues to the partnership rather than when it is received by the Holders. Payments on the recharacterized notes would likely be treated as “guaranteed payments,” in which case the amount and timing of income to a U.S. Holder would generally not be expected to materially differ from that which would be the case were the notes not recharacterized. On the other hand, if payments are not treated as “guaranteed payments,” note that U.S. Holders would be taxed on the partnership income regardless of when distributions are made to them and are not entitled to deduct miscellaneous itemized deductions (which may include their share of partnership expenses) for the tax years 2018-2025. In addition, to the extent partnership expenses are treated as allocable to a trade or business, the amount or value of interest expense deductions available to the holders of equity interests in the issuing entity with respect to the issuing entity’s interest expense may be limited under the rules of Section 163(j) of the Internal Revenue Code. Any income allocated to a Holder that is a tax-exempt entity may constitute unrelated business taxable income because all or a portion of the issuing entity’s taxable income may be considered debt-financed. The receipt of unrelated business taxable income by a tax-exempt holder could give rise to additional tax liability to such tax-exempt holder. Depending on the circumstances, a Non-U.S. Holder might be required to file a United States individual or corporate income tax return, as the case may be, and it is possible that (i) gross income allocated to such person may be subject to 30% withholding tax (i.e., unreduced by any interest deductions or other expenses) unless reduced or eliminated pursuant to an applicable tax treaty or (ii) such person may be subject to (x) tax (and withholding) on its allocable interest at regular U.S. rates and, in the case of a corporation, a 30% branch profits tax rate (unless reduced or eliminated pursuant to an applicable tax treaty) and (y) a withholding of tax on purchase price paid to it in the event of a disposition of the note (treated as a partnership interest).

In addition, as described above, the partnership audit rules apply to the audit of partnerships and entities treated as partnerships. As described above, the parties responsible for the tax administration of the issuing entity will have the authority to utilize, and intend to utilize, any exceptions available so that the issuing entity’s equity holders, to the fullest extent possible, rather than the issuing entity itself, will be liable for any taxes arising from audit adjustments to the issuing entity’s taxable income if the issuing entity is treated as a partnership. As such, holders of equity (including holders of notes recharacterized as equity) could be obligated to pay any such taxes and other costs, and may have to take the adjustment into account for the taxable year in which the adjustment is made rather than for the audited taxable year. Prospective investors are urged to consult with their tax advisors regarding the possible effect of these rules on them.

If, alternatively, the issuing entity were treated as either an association taxable as a corporation or a publicly traded partnership taxable as a corporation, the issuing entity would be subject to U.S. federal income taxes at corporate tax rates on its taxable income generated by ownership of the receivables. Moreover, distributions by the issuing entity to all or some of the Holders would probably not be deductible in computing the issuing entity’s taxable income and all or part of the distributions to Holders would probably be treated as dividends. Such an entity-level tax could result in reduced distributions to Holders and adversely affect the issuing entity’s ability to make payments of principal and interest with respect to the notes. To the extent distributions on such notes were treated as dividends, a non-U.S. Holder would generally be subject to tax (and withholding) on the gross amount of such dividends at a rate of 30% unless reduced or eliminated pursuant to an applicable income tax treaty.

State and Local Tax Considerations

The above discussion does not address the tax treatment of the issuing entity, notes, or Holders under any state or local tax laws. The activities to be undertaken by the servicer in servicing and collecting on the receivables will take place throughout the United States and, therefore, many different state and local tax regimes potentially apply to different portions of these transactions. It is possible a state or local jurisdiction may assert its right to impose tax on the issuing entity with respect to its income related to receivables collected from customers located in

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such jurisdiction. It is also possible that a state may require that a certificateholder or a noteholder treated as an equity owner (including non-resident certificateholders and noteholders) file state income tax returns with the state pertaining to receivables collected from customers located in such state (and may require withholding by the issuing entity on related income). Certain states have also recently enacted partnership audit rules that mirror or connect with the audit rules that now apply to partnerships for U.S. federal income tax purposes, and similar considerations apply to those state partnership audit rules as apply to the current federal partnership audit rules. Prospective investors are urged to consult with their tax advisors regarding the state and local tax treatment of the issuing entity as well as any state and local tax consequences for them of purchasing, holding and disposing of notes.

The federal and state tax discussions set forth above are included for general information only and may not be applicable depending upon your particular tax situation. It is suggested that prospective investors consult their own tax advisors with respect to the tax consequences to them of the purchase, ownership and disposition of notes, including the tax consequences under state, local, foreign and other tax laws and the possible effects of changes in federal or other tax laws.

CERTAIN CONSIDERATIONS FOR ERISA AND OTHER U.S. BENEFIT PLANS

Subject to the following discussion, the notes may be acquired with the assets of an “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of ERISA, a “plan” as defined in and subject to Section 4975 of the Internal Revenue Code or an entity deemed to hold plan assets of the foregoing (each, a “Benefit Plan Investor”), as well as by governmental plans (as defined in Section 3(32) of ERISA) or other employee benefit plans or plans that are not subject to Title I of ERISA or Section 4975 of the Internal Revenue Code (collectively, with Benefit Plan Investors, referred to as “Plans”).

Section 406 of ERISA and Section 4975 of the Internal Revenue Code prohibit Benefit Plan Investors from engaging in certain transactions with persons that are “parties in interest” under ERISA or “disqualified persons” under the Internal Revenue Code with respect to such Benefit Plan Investor. A violation of these “prohibited transaction” rules may result in an excise tax or other penalties and liabilities under ERISA and the Internal Revenue Code for such persons or the fiduciaries of such Benefit Plan Investor. In addition, Title I of ERISA requires fiduciaries of a Benefit Plan Investor subject to ERISA to make investments that are prudent, diversified and in accordance with the governing plan documents. Certain Plans, such as governmental plans (as defined in Section 3(32) of ERISA), are not subject to the fiduciary responsibility and prohibited transaction provisions of ERISA or Section 4975 of the Internal Revenue Code. However, such Plans may be subject to similar restrictions under applicable federal, state, local or other law (“Similar Law”).

Certain transactions involving the issuing entity might be deemed to constitute prohibited transactions under ERISA and the Internal Revenue Code with respect to a Benefit Plan Investor that acquired notes if assets of the issuing entity were deemed to be assets of the Benefit Plan Investor. Under a regulation issued by the U.S. Department of Labor, as modified by Section 3(42) of ERISA (the “Plan Assets Regulation”), the assets of the issuing entity would be treated as plan assets of a Benefit Plan Investor for the purposes of ERISA and the Internal Revenue Code only if the Benefit Plan Investor acquired an “equity interest” in the issuing entity and none of the exceptions to plan assets contained in the Plan Assets Regulation were applicable. An equity interest is defined under the Plan Assets Regulation as an interest other than an instrument which is treated as indebtedness under applicable local law and which has no substantial equity features. Although there is little guidance on the subject, it is anticipated that, at the time of their issuance, the notes should be treated as indebtedness of the issuing entity without substantial equity features for purposes of the Plan Assets Regulation. This determination is based upon the traditional debt features of the notes, including the reasonable expectation of purchasers of notes that the notes will be repaid when due, traditional default remedies, as well as on the absence of conversion rights, warrants and other typical equity features. The debt treatment of the notes for ERISA purposes could change subsequent to their issuance if the issuing entity incurs losses. This risk of recharacterization is enhanced for notes which are subordinated to other classes of securities. In the event of a withdrawal or downgrade to below investment grade of the rating of the notes or a characterization of the notes as other than indebtedness under applicable local law, the subsequent acquisition of the notes or interest therein by a Benefit Plan Investor or a Plan that is subject to Similar Law is prohibited.

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However, without regard to whether the notes are treated as an equity interest in the issuing entity for purposes of the Plan Assets Regulation, the acquisition or holding of notes by or on behalf of a Benefit Plan Investor could be considered to give rise to a prohibited transaction if the issuing entity, the servicer, the sponsor, the administrator, the owner trustee, the depositor, the indenture trustee, the underwriters or any of their respective affiliates is or becomes a party in interest or a disqualified person with respect to such Benefit Plan Investor. Certain exemptions from the prohibited transaction rules could be applicable to the acquisition and holding of notes by a Benefit Plan Investor depending on the type and circumstances of the plan fiduciary making the decision to acquire such notes and the relationship of the party in interest or disqualified person to the Benefit Plan Investor. Included among these exemptions are: Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Internal Revenue Code for certain transactions between a Benefit Plan Investor and persons who are parties in interest or disqualified persons solely by reason of providing services to the Benefit Plan Investor or being affiliated with such service providers; Prohibited Transaction Class Exemption (“PTCE”) 96-23, regarding transactions effected by “in-house asset managers;” PTCE 95-60, regarding investments by insurance company general accounts; PTCE 91-38, regarding investments by bank collective investment funds; PTCE 90-1, regarding investments by insurance company pooled separate accounts; and PTCE 84-14, regarding transactions effected by “qualified professional asset managers.” Even if the conditions specified in one or more of these exemptions are met, the scope of the relief provided by these exemptions might or might not cover all acts which might be construed as prohibited transactions. There can be no assurance that any of these, or any other exemption, will be available with respect to any particular transaction involving the notes, and prospective purchasers that are Benefit Plan Investors should consult with their legal advisors regarding the applicability of any such exemption.

By acquiring a note (or interest therein), each purchaser and transferee (and if the purchaser or transferee is a Plan, its fiduciary) is deemed to (a) represent, warrant and covenant that either (i) it is not acquiring and will not hold the note (or interest therein) for, on behalf of or with the assets of a Benefit Plan Investor or Plan subject to Similar Law; or (ii) the acquisition, holding and disposition of the note (or interest therein) does not and will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code or a violation of Similar Law and (b) acknowledge and agree that Benefit Plan Investors and Plans that are subject to Similar Law may not acquire the notes at any time that the ratings on the notes are below investment grade or the notes have been characterized as other than indebtedness for applicable local law purposes.

A Plan fiduciary considering the acquisition of notes should consult its legal and financial advisors regarding the matters discussed above and other applicable legal requirements. Moreover, each fiduciary of a Benefit Plan Investor that is subject to ERISA should determine whether, under the general fiduciary standards of ERISA, an investment in the notes or an interest therein is appropriate for the Benefit Plan Investor, taking into account the overall investment policy of the Benefit Plan Investor and the composition of the Benefit Plan Investor’s investment portfolio.

LEGAL PROCEEDINGS

Other than disclosed in this prospectus, there are no legal or governmental proceedings pending, or to the knowledge of the sponsor, threatened, against the sponsor, depositor, the indenture trustee, the owner trustee, the asset representations reviewer, [the cap provider,] [the swap counterparty,] the issuing entity, the servicer or the originator, or of which any property of the foregoing is the subject, that are material to noteholders.

[Insert disclosure required by Item 1117 of Regulation AB regarding any legal proceedings pending against the sponsor, depositor, trustee, issuing entity, servicer contemplated by Item 1108(a)(3) of Regulation AB, originator contemplated by Item 1110(b) of Regulation AB, or other party contemplated by Item 1100(d)(1) of Regulation AB, or of which any property of the foregoing is the subject, that is material to security holders. Include similar information as to any such proceedings known to be contemplated by governmental authorities.]

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CERTAIN RELATIONSHIPS

The depositor is a wholly-owned subsidiary of NMAC. In addition to the agreements described in this prospectus, NMAC may from time to time enter into agreements in the ordinary course of business or that are on arms’ length terms with its parent Nissan North America, Inc. [The owner trustee,] [the cap provider,] [the swap counterparty,] [the asset representations reviewer,] [and the indenture trustee] are entities that NMAC or its affiliates may have other banking relationships with directly or with their affiliates in the ordinary course of their businesses. In some instances the owner trustee, [the cap provider,] [the swap counterparty,] the asset representations reviewer, and the indenture trustee may be acting in similar capacities for asset-backed transactions of NMAC for similar or other asset types.

RATINGS OF THE NOTES

NMAC, as sponsor (the “sponsor”), expects that the notes will receive credit ratings from two nationally recognized statistical rating organizations hired by the sponsor to assign ratings on the notes (each such nationally recognized statistical rating organization then rating the notes, a “Rating Agency”). The ratings of the notes will address the likelihood of the payment of principal and interest on the notes according to their terms. Although the Rating Agencies are not contractually obligated to do so, we believe that each Rating Agency will monitor the ratings using its normal surveillance procedures. Any Rating Agency may change or withdraw an assigned rating at any time. In addition, a rating agency not hired by the sponsor to rate the transaction may provide an unsolicited rating that differs from (or is lower than) the ratings provided by the Rating Agencies. Any rating action taken by one Rating Agency may not necessarily be taken by the other Rating Agency. No transaction party will be responsible for monitoring any changes to the ratings on the notes. See “Risk Factors—Risks related to certain features of the notes and financial market disruptions—A reduction, withdrawal or qualification of the ratings on your notes, or the issuance of unsolicited ratings on your notes or potential rating agency conflict of interest and regulatory scrutiny of the rating agencies, could adversely affect the market value of your notes and/or limit your ability to resell your notes” in this prospectus.

LEGAL OPINIONS

Certain legal matters relating to the notes and federal income tax and other matters will be passed upon for the issuing entity, the depositor and the servicer by the general counsel of the servicer, Mayer Brown LLP and [•]. In addition, certain matters relating to the issuance of the notes will be passed upon for the underwriters by [•].

FORWARD-LOOKING STATEMENTS

This prospectus (including any related free writing prospectus prepared by us or on our behalf, if any) and the documents incorporated by reference herein contain forward-looking statements. In addition, certain statements made in future SEC filings by the sponsor, the issuing entity or the depositor, in press releases and in oral and written statements made by or with the sponsor’s, the issuing entity’s or the depositor’s approval may constitute forward-looking statements. Statements that are not historical facts, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements include those that discuss, among other things, outlook or other non-historical matters; projections, expenses, future cash flows; our expectations and intentions; and the assumptions that underlie these matters. Forward-looking statements often use words such as “will,” “anticipate,” “target,” “expect,” “estimate,” “intend,” “plan,” “goal,” “believe,” “forecast,” “outlook,” or other words of similar meaning. The sponsor, the issuing entity and the depositor have based these forward-looking statements on their current plans, estimates and projections, and you should not unduly rely on them.

Numerous factors could cause the return on your investment in the notes to differ materially from your expectations based on such forward-looking statements, including, among other things:

• the characteristics, servicing and performance of the receivables, which could result in delays in payment or losses on your notes;

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• the limited nature of the issuing entity’s assets, which could result in delays in payment or losses on your notes arising from shortfalls or delays in amounts available to make payments on the notes;

• adverse events affecting the servicer or other transaction parties, which could result in losses on your notes or reduce the market value or liquidity of your notes;

• the issuance of multiple classes of notes by the issuing entity or retention of notes by the depositor or its affiliates, which may result in your notes being more sensitive to losses, being affected by conflicts of interest between classes and having reduced liquidity or voting power because of such retention;

• certain features of the notes and financial market disruptions, which may adversely affect the return on your notes or the market value and liquidity of your notes; and

• other risk factors identified from time to time in our public disclosures, including in the reports that we file with the SEC.

You should carefully consider the factors referred to above in evaluating these forward-looking statements.

When considering these forward-looking statements, you should keep in mind these risks, uncertainties and other cautionary statements made in this prospectus and in the documents incorporated by reference. See the factors set forth under the “Risk Factors” in this prospectus.

Future performance and actual results may differ materially from those expressed in forward-looking statements. Many of the factors that will determine these results and values are beyond the ability of the sponsor, the issuing entity or the depositor to control or predict. The forward-looking statements made by us or on our behalf speak only as of the date they are made or as of the date indicated, and the sponsor, the issuing entity and the depositor do not undertake any obligation to update forward-looking statements as a result of new information, future events or otherwise.

UNDERWRITING

Subject to the terms and conditions set forth in the Underwriting Agreement (the “Underwriting Agreement”), the depositor has agreed to sell to each of the underwriters named below (collectively, the “underwriters”), and each of the underwriters has severally agreed to purchase, the principal amount of notes, if and when issued, set forth opposite its name below:

Underwriters	Principal Amount of Class A-1 Notes	Principal Amount of Class A-2[a] Notes	[Principal Amount of Class A-2b Notes]	Principal Amount of Class A-3 Notes	[Principal Amount of Class A-4 Notes]	[Principal Amount of Class B Notes]
[•]	$	$	$	$	$	$
[•]	$	$	$	$	$	$
[•]	$	$	$	$	$	$
[•]	$	$	$	$	$	$
[•]	$	$	$	$	$	$
[•]	$	$	$	$	$	$
[•]	$	$	$	$	$	$
Total	$	$	$	$	$	$

In the Underwriting Agreement, the underwriters have severally and not jointly agreed, subject to the terms and conditions set forth in the Underwriting Agreement, to purchase all of the notes listed in the table above if any of the notes are purchased. This obligation of the underwriters is subject to specified conditions precedent set forth in the Underwriting Agreement. The depositor has been advised by the underwriters that they propose initially to offer to the public the notes purchased by the underwriters, at the applicable prices set forth on the cover of this prospectus, and to specified dealers at that price less the initial concession not in excess of   % of the principal

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amount of the notes per Class A-1 note, % per Class A-2[a] note[, % per Class A-2b note][,] [and] % per Class A-3 note [and % per Class A-4 note][and % per Class B note]. The underwriters may allow, and those dealers may reallow, a concession not in excess of % per Class A-1 note, % per Class A-2[a] note[, % per Class A-2b note][,] [and] % per Class A-3 note[,] [[and] % per Class A-4 note] [and % per Class B note] to some other dealers. If all of the notes are not sold at the initial offering price, or at any time after the initial public offering of the notes, the public offering price, those concessions and the selling terms may be changed. In the event of possible sales to affiliates, one or more of the underwriters may be required to forego a de minimis portion of the selling concession they would otherwise be entitled to receive.

Any retained notes will not be sold to the underwriters under the Underwriting Agreement. Subject to certain conditions, retained notes may be subsequently sold from time to time to purchasers directly by the depositor or through underwriters, broker-dealers or agents who may receive compensation in the form of discounts, concessions or commissions from the depositor or the purchasers of the retained notes. If the retained notes are sold through underwriters or broker-dealers, the depositor will be responsible for underwriting discounts or commissions or agent’s commissions. The retained notes may be sold in one or more transactions at fixed prices, prevailing market prices at the time of sale, varying prices determined at the time of sale or negotiated prices.

The depositor and NMAC have agreed to jointly and severally indemnify the underwriters against specified liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments which the underwriters may be required to make in respect thereof. However, in the opinion of the SEC, certain indemnification provisions for liability arising under the federal securities laws are contrary to public policy and therefore unenforceable. In the ordinary course of their respective businesses, the underwriters and their respective affiliates have engaged and may engage in investment banking and/or commercial banking transactions with Nissan Motor Co., Ltd. and its affiliates.

The notes are new issues of securities with no established trading markets. The depositor has been advised by the underwriters that they intend to make a market in the notes of each class, in each case as permitted by applicable laws and regulations. The underwriters are not obligated, however, to make a market in the notes of any class, and that market-making may be discontinued at any time without notice at the sole discretion of the underwriters. Accordingly, no assurance can be given as to the liquidity of, or trading markets for, the notes of any class.

The issuing entity may, from time to time, invest funds in the Accounts in Eligible Investments acquired from the underwriters.

NMAC or its affiliates may apply a portion of the net proceeds of the sale of the receivables to the depositor to the repayment of debt, including “warehouse” debt. One or more of the underwriters (or (a) their respective affiliates or (b) entities for which their respective affiliates act as administrator and/or provide liquidity lines) have acted as a “warehouse” lender or purchaser to NMAC or its affiliates, and will receive a portion of such proceeds as repayment of such “warehouse” debt.

The underwriters have advised the depositor that in connection with the offering to the public of the notes purchased by the underwriters, the underwriters may engage in overallotment transactions, stabilizing transactions or syndicate covering transactions in accordance with Regulation M under the Exchange Act. Overallotment involves sales in excess of the offering size, which creates a short position for the underwriters. Stabilizing transactions involve bids to purchase the notes in the open market for the purpose of pegging, fixing or maintaining the price of the notes. Syndicate covering transactions involve purchases of the notes in the open market after the distribution has been completed in order to cover short positions. Overallotment, stabilizing transactions and syndicate covering transactions may cause the price of the notes to be higher than it would otherwise be in the absence of those transactions. Neither the depositor nor the underwriters make any representation or prediction as to the direction or magnitude of any of that effect on the prices for the notes. Neither the depositor nor the underwriters represent that the underwriters will engage in any such transactions. If the underwriters engage in such transactions, they may discontinue them at any time.

145

Rule 15c6-1 under the Exchange Act generally requires trades in the secondary market to settle in two Business Days, unless the parties to such trade expressly agree otherwise. Because delivery of the notes to purchasers hereunder will settle more than two Business Days after the date hereof, purchasers hereunder who wish to trade notes in the secondary market on the date hereof will be required to specify an alternative settlement cycle with their secondary purchasers to prevent a failed settlement of the secondary purchase. Purchasers hereunder who wish to make such secondary trades on the date hereof should consult their own advisors.

In connection with any sale of notes outside of the United States, the underwriters may act through one or more of their affiliates.

Offering Restrictions

United Kingdom

Each underwriter will represent and agree that: (a) it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any notes to any UK Retail Investor in the United Kingdom; (b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any notes in circumstances in which Section 21(1) of the FSMA does not apply to the issuing entity or the depositor; and (c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any notes in, from or otherwise involving the United Kingdom.

For the purposes of subparagraph (a) above:

(a) the expression “UK Retail Investor” means a person who is one (or more) of the following: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA, (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA or (iii) not a UK Qualified Investor; and

(b) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes.

European Economic Area

Each underwriter will represent and agree that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any notes to any EEA Retail Investor in the European Economic Area. For the purposes of this provision:

(a) the expression “EEA Retail Investor” means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II, (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II or (iii) not an EU Qualified Investor; and

(b) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes.

146

LEGAL INVESTMENT

[Money Market Investment

The Class A-1 notes will be structured to be “eligible securities” for purchase by money market funds under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Rule 2a-7 includes additional criteria for investments by money market funds, including requirements and clarifications relating to portfolio credit risk analysis, maturity, liquidity and risk diversification. It is the responsibility solely of the money market fund and its advisor to satisfy those requirements. Money market funds contemplating a purchase of the Class A-1 notes are encouraged to consult their counsel before making a purchase.]

Certain Investment Considerations

[The issuing entity will rely on one or more of the exclusions or exemptions from the definition of “investment company” set forth in [Section [•] of] [Rule [•] promulgated under] the Investment Company Act of 1940, as amended, although other exceptions or exclusions may be available to the issuing entity. The issuing entity will be structured so as not to constitute a “covered fund” as defined in the final regulations issued December 10, 2013 implementing the “Volcker Rule” (Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act).]

147

INDEX OF TERMS

[Non-Zero] Weighted Average Credit Score	52
10 percent shareholder	136
30-day average SOFR	78
60-Day Delinquent Receivables	95
AAA	97
ABS	63
ABS Assumptions	64
ABS Tables	64
Account	98
account bank	38
acquisition premium	135
Action	111
adjusted pool balance	4
Adjusted Pool Balance	90
Administration Agreement	93, 120
administrator	93, 120
amortizable bond premium	135
amortization period	5
APR	47
asset representations review agreement	46
asset representations reviewer	1, 46
Asset Review	96
Asset-Backed Securitization	40
asset-level data	58
Available Amounts	87
Bank	47
banking organization	73
bankruptcy court	125
Bankruptcy Remote Party	86
Base Servicing Fee	104
Basic Documents	36
Benchmark	79
Benchmark Administrator	79
Benchmark Replacement	79
Benchmark Replacement Adjustment	80
Benchmark Replacement Conforming Changes	80
Benchmark Replacement Date	80
Benchmark Transition Event	80
Beneficial Owner	74
Benefit Plan Investor	141
Business Day	76
calculation agent	77
cap provider	82
Cap Rate	83
Cap Receipt	82
Cap Termination Payment	83
Cap Termination Payment Account	83
Cede	iv, 72
certificateholder	116
certificateholders	89
certificates	36
CFPB	25, 129
CIDs	131

Class A-2 notes	2
clearing agency	73
clearing corporation	73
Clearstream Banking Luxembourg	73
Collection Account	87
Collection Period	104
Collections	87, 101
Compounded SOFR	77
covered subsidiary	126
COVID-19	17
cut-off date	7, 38
Dealer	45
Dealer Agreements	47
Dealer Recourse	48
defaulted receivable	87
definitive notes	75
Delinquency Percentage	95
Delinquency Trigger	95
depositor	1, 36
determination date	87
direct participants	73
distribution date	76
Dodd-Frank Act	25, 126
DOJ	130
DTC	iv, 72
DTCC	73
Early Amortization Event	101
Eligibility Representations	94
Eligible Account	83, 85
Eligible Investments	92
ERISA	141
EU	31
EU Prospectus Regulation	vi
EU Qualified Investor	vi
EUWA	v
event of default	7
Events of Default	109
Exchange Act	37
FATCA	137
FDIC	126
financed vehicles	8
Financed Vehicles	47
fixed rate notes	2, 76
floating rate notes	2, 76
FRBNY	33, 78
FRBNY’s Website	78
FSMA	v
FTC	25
FTC Rule	129
funding date	5
funding period	5
GAP	25
HDC Rule	129

148

hired rating agencies	12
Holder-in-Due-Course	129
Holders	133
Indemnified Parties	118
Indenture	36
indenture trustee	1, 36
indirect participants	74
Insolvency Laws	125
Instituting Noteholders	95
Interest Period	76
Interest Rate	76
Interest Rate Cap Agreement	82
Interest Rate Swap Agreement	83
Internal Revenue Code	132
Investment Company Act	147
investors	75
IRS	132
ISDA Definitions	81
ISDA Fallback Adjustment	81
ISDA Fallback Rate	81
issuing entity	1, 36
Liquidated Receivable	87
MiFID II	vi
MRAs	130
NARC II	36
NCCD	49
Near-new	47
Net Liquidation Proceeds	88
Net Swap Payment	85
Net Swap Receipts	85
New	47
NMAC	iv, 1, 36
NML	24
NNA	40
Non-U.S. Holder	133
Note Factor	72
Note Owner	73
Note Pool Factor	72
Noteholder Direction	95
noteholders	77
Noteholders’ Distributable Amount	90
Noteholders’ Interest Carryover Shortfall	90
Noteholders’ Interest Distributable Amount	90
Noteholders’ Monthly Interest Distributable Amount	90
Noteholders’ Principal Carryover Shortfall	90
Noteholders’ Principal Distributable Amount	90
notes	36
NRSRO	29
obligors	8, 47
OID	134
OLA	126
Optional Purchase	105
Optional Purchase Price	105
Order	v
owner trustee	1, 36

participants	74
Plan Assets Regulation	141
Plans	141
Pool Balance	104
portfolio interest	136
pre-funded amount	4, 99
pre-funding account	4
prepayments	63
PRIIPs Regulation	vi
Principal Balance	104
Principal Distribution Amount	90
PTCE	142
Purchase Agreement	93
Rating Agency	143
Rating Agency Condition	91
receivables	8, 47
Receivables Purchase Price	100
Reference Time	81
Regulation AB	108
Regulation RR	12
Relevant Governmental Body	81
Relevant Persons	v
Relief Act	20, 129
Report	130
Repurchase Payment	94
repurchased receivable	94
requested parties	97
requested party	97
requesting party	97
Required Rate	91
Required Reserve Deposit	88
Reserve Account	91
Reserve Account Initial Deposit	91
retained notes	36
Review Expenses	96
Review Notice	96
Review Satisfaction Date	95
revolving period	5
Rule 193 Information	58
Sale and Servicing Agreement	36
Schedule of Receivables	93
SEC	iv, 37
Securities Account Control Agreement	38
Senior Swap Termination Payment	85
servicer	36
Servicer Default	105
Servicing Rate	104
Similar Law	141
SOFR	i
SOFR Adjustment Conforming Changes	78
SOFR Adjustment Date	77
SOFR Determination Time	77
SOFR Rate	77
Specified Reserve Account Balance	10, 92
sponsor	143
statistical cut-off date	1

149

Subject Receivables	95
Subordinated Swap Termination Payment	85
subsequent cut-off date	7, 38
Subsequent Pool Balance	100
subsequent receivables	4
Supplemental Servicing Fee	104
swap counterparty	83
Swap Termination Payment	85
Swap Termination Payment Account	85
Target Reinvestment Amount	101
Term Extension	49
Term SOFR	78
TIA	39, 114
TIN	138
Total Servicing Fee	104

Transfer and Servicing Agreements	93
Trust Agreement	36
U.S. Government Securities Business Day	78
U.S. Holder	133
UK	v
UK PRIIPS Regulation	v
UK Prospectus Regulation	v
UK Qualified Investor	v
Unadjusted Benchmark Replacement	81
underwriters	144
Underwriting Agreement	144
verification documents	76
weighted average life	63
YSOC Amount	91
YSOC Amount Schedule	65

150

APPENDIX A

STATIC POOL INFORMATION REGARDING CERTAIN PREVIOUS SECURITIZATIONS

Characteristics of the Receivables

The retail installment contracts in each of NMAC’s securitized portfolios consisted of retail installment

contracts originated by a Dealer and assigned to NMAC on or prior to the applicable cut-off date, in accordance with the underwriting procedures described under “The Receivables—Underwriting Procedures” in this prospectus. NMAC’s underwriting standards and procedures have remained relatively stable over time and so the prior securitized portfolios are generally comparable to the pools of receivables described in this prospectus. Nevertheless, the original characteristics of each prior securitized portfolio will likely differ in certain respects from the pools of receivables described in this prospectus, and the losses, prepayments and delinquencies for the pools of receivables described in this prospectus may differ from the information shown in this Appendix A for prior securitized portfolios. As of the relevant cut-off date, the retail installment contracts in the securitized portfolios consisted of the following characteristics:

A-1

Nissan Auto Receivables Owner Trust 2019-A (“NAROT 2019-A”)

Composition of the Receivables as of the Cut-off Date

Closing Date		February 13, 2019
Cut-off Date		January 31, 2019
Number of Receivables		58,285
Aggregate Principal Balance	$	1,394,407,179.62
Average Principal Balance	$	23,923.95
Range of Principal Balances	$	1,999.41 to $80,944.23
Average Original Amount Financed	$	29,769.83
Range of Original Amounts Financed	$	4,100.00 to $84,998.64
Weighted Average APR		3.26	%
Range of APRs		0.00% to 12.59	%
Approximate Weighted Average Original Payments to Maturity		67		payments
Range of Original Payments to Maturity		12 to 75		payments
Approximate Weighted Average Remaining Payments to Maturity		55		payments
Range of Remaining Payments to Maturity		3 to 73		payments
Approximate Percentage by Principal Balance of Receivables of New, Near- New and Used Vehicles(1)		94.45	%	(New)
		5.55	%	(Near-New)
		0.00	%	(Used)
Approximate Percentage by Principal Balance of Receivables Financed through Nissan and Infiniti Dealers(1)		75.85	%	(Nissan)
		24.15	%	(Infiniti)

Geographic Distribution of the Receivables

State(2)	Percentage of Aggregate Cut-off Date Principal Balance (%)
Texas		14.94	%
Tennessee		7.93	%
California		6.97	%
Illinois		5.31	%

Credit Scores of the Receivables

	Minimum		Maximum		Weighted Average		Number of Receivables		Percentage of Total Number of Receivables (%)			Percentage of Aggregate Cut-off Date Principal Balance (%)
FICO Score(3)		660		900		771		58,285		100.00	%		100.00	%

A-2

Distribution by APR of the Receivables as of the Cut-off Date

Range of APRs (%)	Number of Receivables		Percentage of Total Number of Receivables (%)			Cut-off Date Principal Balance ($)		Percentage of Aggregate Cut-off Date Principal Balance (%)
0.00% to 0.99%		14,146		24.27	%	$	335,297,508.11		24.05	%
1.00% to 1.99%		6,458		11.08			171,948,418.90		12.33
2.00% to 2.99%		6,419		11.01			172,262,840.07		12.35
3.00% to 3.99%		8,200		14.07			177,234,979.14		12.71
4.00% to 4.99%		9,003		15.45			198,936,417.99		14.27
5.00% to 5.99%		8,077		13.86			180,278,253.65		12.93
6.00% to 6.99%		3,582		6.15			89,356,472.10		6.41
7.00% to 7.99%		1,187		2.04			32,648,890.30		2.34
8.00% to 8.99%		735		1.26			22,450,532.94		1.61
9.00% to 9.99%		310		0.53			8,937,592.52		0.64
10.00% to 10.99%		107		0.18			3,140,631.83		0.23
11.00% to 11.99%		53		0.09			1,667,283.41		0.12
12.00% to 12.99%		8		0.01			247,358.66		0.02
Totals(1)		58,285		100.00	%	$	1,394,407,179.62		100.00	%

⁽¹⁾  Dollar amounts and percentages may not add to the total or to 100.00%, respectively, due to rounding.

⁽²⁾  Geographic distribution of the receivables which represent greater than 5% of the aggregate principal balance as of the Cut-off Date.

⁽³⁾  In October 2001, NMAC changed its underwriting standards for retail customers by migrating to the generic auto “Beacon Score Card,” which use algorithms developed by Fair Isaac Corporation, or FICO, to assess credit risk. See “The Receivables — Underwriting Procedures” in this Prospectus.

A-3

Nissan Auto Receivables Owner Trust 2019-B (“NAROT 2019-B”)

Composition of the Receivables as of the Cut-off Date

Closing Date		May 28, 2019
Cut-off Date		April 30, 2019
Number of Receivables		62,136
Aggregate Principal Balance	$	1,378,201,975.60
Average Principal Balance	$	22,180.41
Range of Principal Balances	$	2,000.00 to $80,605.05
Average Original Amount Financed	$	28,413.45
Range of Original Amounts Financed	$	4,996.50 to $84,985.37
Weighted Average APR		3.51	%
Range of APRs		0.00% to 12.71	%
Approximate Weighted Average Original Payments to Maturity		67		payments
Range of Original Payments to Maturity		18 to 75		payments
Approximate Weighted Average Remaining Payments to Maturity		55		payments
Range of Remaining Payments to Maturity		3 to 73		payments
Approximate Percentage by Principal Balance of Receivables of New, Near- New and Used Vehicles(1)		92.77	%	(New)
		7.23	%	(Near-New)
		0.00	%	(Used)
Approximate Percentage by Principal Balance of Receivables Financed through Nissan and Infiniti Dealers(1)		88.50	%	(Nissan)
		11.50	%	(Infiniti)

Geographic Distribution of the Receivables

State(2)	Percentage of Aggregate Cut-off Date Principal Balance (%)
Texas		16.70	%
California		12.43	%
Florida		6.65	%
Illinois		6.63	%
Georgia		5.67	%
New York		5.50	%

Credit Scores of the Receivables

	Minimum		Maximum		Weighted Average		Number of Receivables		Percentage of Total Number of Receivables (%)			Percentage of Aggregate Cut-off Date Principal Balance (%)
FICO Score(3)		660		900		773		62,136		100.00	%		100.00	%

A-4

Distribution by APR of the Receivables as of the Cut-off Date

Range of APRs (%)	Number of Receivables		Percentage of Total Number of Receivables (%)			Cut-off Date Principal Balance ($)		Percentage of Aggregate Cut-off Date Principal Balance (%)
0.00% to 0.99%		15,432		24.84	%	$	335,812,315.12		24.37	%
1.00% to 1.99%		5,847		9.41			145,005,947.14		10.52
2.00% to 2.99%		5,755		9.26			124,669,628.46		9.05
3.00% to 3.99%		7,899		12.71			157,773,811.56		11.45
4.00% to 4.99%		9,835		15.83			209,287,486.11		15.19
5.00% to 5.99%		8,870		14.28			195,211,090.31		14.16
6.00% to 6.99%		5,017		8.07			122,081,614.11		8.86
7.00% to 7.99%		1,707		2.75			43,321,867.76		3.14
8.00% to 8.99%		904		1.45			22,395,491.47		1.62
9.00% to 9.99%		535		0.86			13,418,218.97		0.97
10.00% to 10.99%		213		0.34			5,766,120.68		0.42
11.00% to 11.99%		100		0.16			2,861,408.28		0.21
12.00% to 12.99%		22		0.04			596,975.63		0.04
Totals(1)		62,136		100.00	%	$	1,378,201,975.60		100.00	%

⁽¹⁾  Dollar amounts and percentages may not add to the total or to 100.00%, respectively, due to rounding.

⁽²⁾  Geographic distribution of the receivables which represent greater than 5% of the aggregate principal balance as of the Cut-off Date.

⁽³⁾  In October 2001, NMAC changed its underwriting standards for retail customers by migrating to the generic auto “Beacon Score Card,” which use algorithms developed by Fair Isaac Corporation, or FICO, to assess credit risk. See “The Receivables — Underwriting Procedures” in this Prospectus.

A-5

Nissan Auto Receivables Owner Trust 2019-C (“NAROT 2019-C”)

Composition of the Receivables as of the Cut-off Date

Closing Date		October 23, 2019
Cut-off Date		September 30, 2019
Number of Receivables		58,181
Aggregate Principal Balance	$	1,364,914,302.27
Average Principal Balance	$	23,459.79
Range of Principal Balances	$	1,999.86 to $82,311.60
Average Original Amount Financed	$	28,557.16
Range of Original Amounts Financed	$	4,315.47 to $84,991.30
Weighted Average APR		3.83	%
Range of APRs		0.00% to 12.66	%
Approximate Weighted Average Original Payments to Maturity		67		payments
Range of Original Payments to Maturity		12 to 75		payments
Approximate Weighted Average Remaining Payments to Maturity		57		payments
Range of Remaining Payments to Maturity		3 to 73		payments
Approximate Percentage by Principal Balance of Receivables of New, Near- New and Used Vehicles(1)		92.03	%	(New)
		7.97	%	(Near-New)
		0.00	%	(Used)
Approximate Percentage by Principal Balance of Receivables Financed through Nissan and Infiniti Dealers(1)		89.49	%	(Nissan)
		10.51	%	(Infiniti)

Geographic Distribution of the Receivables

State(2)	Percentage of Aggregate Cut-off Date Principal Balance (%)
Texas		14.96	%
California		13.55	%
Florida		5.95	%
Georgia		5.39	%

Credit Scores of the Receivables

	Minimum		Maximum		Weighted Average		Number of Receivables		Percentage of Total Number of Receivables (%)			Percentage of Aggregate Cut-off Date Principal Balance (%)
FICO Score(3)		660		900		770		58,181		100.00	%		100.00	%

A-6

Distribution by APR of the Receivables as of the Cut-off Date

Range of APRs (%)	Number of Receivables		Percentage of Total Number of Receivables (%)			Cut-off Date Principal Balance ($)		Percentage of Aggregate Cut-off Date Principal Balance (%)
0.00% to 0.49%		9,581		16.47	%	$	215,035,128.84		15.75	%
0.50% to 0.99%		3,092		5.31			76,639,841.93		5.61
1.00% to 1.99%		4,737		8.14			118,962,523.23		8.72
2.00% to 2.99%		6,384		10.97			144,955,583.39		10.62
3.00% to 3.99%		7,609		13.08			159,615,832.07		11.69
4.00% to 4.99%		8,950		15.38			197,271,117.60		14.45
5.00% to 5.99%		8,670		14.90			199,464,917.55		14.61
6.00% to 6.99%		4,988		8.57			130,681,368.90		9.57
7.00% to 7.99%		2,118		3.64			60,610,577.71		4.44
8.00% to 8.99%		1,254		2.16			37,480,442.89		2.75
9.00% to 9.99%		424		0.73			12,455,613.47		0.91
10.00% to 10.99%		214		0.37			6,634,882.18		0.49
11.00% to 11.99%		108		0.19			3,476,787.63		0.25
12.00% to 12.99%		52		0.09			1,629,684.88		0.12
Totals(1)		58,181		100.00	%	$	1,364,914,302.27		100.00	%

⁽¹⁾  Dollar amounts and percentages may not add to the total or to 100.00%, respectively, due to rounding.

⁽²⁾  Geographic distribution of the receivables which represent greater than 5% of the aggregate principal balance as of the Cut-off Date.

⁽³⁾  In October 2001, NMAC changed its underwriting standards for retail customers by migrating to the generic auto “Beacon Score Card,” which use algorithms developed by Fair Isaac Corporation, or FICO, to assess credit risk. See “The Receivables — Underwriting Procedures” in this Prospectus.

A-7

Nissan Auto Receivables Owner Trust 2020-A (“NAROT 2020-A”)

Composition of the Receivables as of the Cut-off Date

Closing Date		April 29, 2020
Cut-off Date		March 31, 2020
Number of Receivables		50,112
Aggregate Principal Balance	$	1,119,632,940.81
Average Principal Balance	$	22,342.61
Range of Principal Balances	$	1,999.58 to $81,510.89
Average Original Amount Financed	$	28,097.78
Range of Original Amounts Financed	$	4,503.09 to $84,932.38
Weighted Average APR		3.14	%
Range of APRs		0.00% to 11.83	%
Approximate Weighted Average Original Payments to Maturity		67		payments
Range of Original Payments to Maturity		12 to 75		payments
Approximate Weighted Average Remaining Payments to Maturity		57		payments
Range of Remaining Payments to Maturity		3 to 73		payments
Approximate Percentage by Principal Balance of Receivables of New, Near- New and Used Vehicles(1)		93.11	%	(New)
		6.89	%	(Near-New)
		0.00	%	(Used)
Approximate Percentage by Principal Balance of Receivables Financed through Nissan and Infiniti Dealers(1)		86.66	%	(Nissan)
		13.34	%	(Infiniti)

Geographic Distribution of the Receivables

State(2)	Percentage of Aggregate Cut-off Date Principal Balance (%)
Texas		14.86	%
California		9.74	%
Illinois		6.25	%
New York		5.65	%
Florida		5.23	%

Credit Scores of the Receivables

	Minimum		Maximum		Weighted Average		Number of Receivables		Percentage of Total Number of Receivables (%)			Percentage of Aggregate Cut-off Date Principal Balance (%)
FICO Score(3)		660		900		778		50,112		100.00	%		100.00	%

A-8

Distribution by APR of the Receivables as of the Cut-off Date

Range of APRs (%)	Number of Receivables		Percentage of Total Number of Receivables (%)			Cut-off Date Principal Balance ($)		Percentage of Aggregate Cut-off Date Principal Balance (%)
0.00% to 0.49%		10,311		20.58	%	$	218,515,557.20		19.52	%
0.50% to 0.99%		4,007		8.00			99,922,460.02		8.92
1.00% to 1.99%		4,506		8.99			122,729,422.83		10.96
2.00% to 2.99%		6,047		12.07			130,135,499.35		11.62
3.00% to 3.99%		7,487		14.94			159,673,681.31		14.26
4.00% to 4.99%		6,482		12.94			136,422,717.28		12.18
5.00% to 5.99%		6,081		12.13			134,258,990.43		11.99
6.00% to 6.99%		3,074		6.13			68,585,672.67		6.13
7.00% to 7.99%		1,319		2.63			30,077,116.58		2.69
8.00% to 8.99%		549		1.10			13,201,699.43		1.18
9.00% to 9.99%		184		0.37			4,458,858.00		0.40
10.00% to 10.99%		55		0.11			1,372,866.59		0.12
11.00% to 11.99%		10		0.02			278,399.12		0.02
Totals(1)		50,112		100.00	%	$	1,119,632,940.81		100.00	%

⁽¹⁾  Dollar amounts and percentages may not add to the total or to 100.00%, respectively, due to rounding.

⁽²⁾  Geographic distribution of the receivables which represent greater than 5% of the aggregate principal balance as of the Cut-off Date.

⁽³⁾  In October 2001, NMAC changed its underwriting standards for retail customers by migrating to the generic auto “Beacon Score Card,” which use algorithms developed by Fair Isaac Corporation, or FICO, to assess credit risk. See “The Receivables — Underwriting Procedures” in this Prospectus.

A-9

Nissan Auto Receivables Owner Trust 2020-B (“NAROT 2020-B”)

Composition of the Receivables as of the Cut-off Date

Closing Date		June 30, 2020
Cut-off Date		May 31, 2020
Number of Receivables		83,260
Aggregate Principal Balance	$	1,405,095,871.07
Average Principal Balance	$	16,876.00
Range of Principal Balances	$	2,000.00 to $81,828.04
Average Original Amount Financed	$	26,270.63
Range of Original Amounts Financed	$	4,823.06 to $84,975.07
Weighted Average APR		3.17	%
Range of APRs		0.00% to 11.92	%
Approximate Weighted Average Original Payments to Maturity		67		payments
Range of Original Payments to Maturity		12 to 75		payments
Approximate Weighted Average Remaining Payments to Maturity		48		payments
Range of Remaining Payments to Maturity		3 to 73		payments
Approximate Percentage by Principal Balance of Receivables of New, Near- New and Used Vehicles(1)		92.01	%	(New)
		7.99	%	(Near-New)
		0.00	%	(Used)
Approximate Percentage by Principal Balance of Receivables Financed through Nissan and Infiniti Dealers(1)		91.81	%	(Nissan)
		8.19	%	(Infiniti)

Geographic Distribution of the Receivables

State(2)	Percentage of Aggregate Cut-off Date Principal Balance (%)
Texas		19.98	%
Florida		9.94	%
California		8.07	%

Credit Scores of the Receivables

	Minimum		Maximum		Weighted Average		Number of Receivables		Percentage of Total Number of Receivables (%)			Percentage of Aggregate Cut-off Date Principal Balance (%)
FICO Score(3)		660		900		780		83,260		100.00	%		100.00	%

A-10

Distribution by APR of the Receivables as of the Cut-off Date

Range of APRs (%)	Number of Receivables		Percentage of Total Number of Receivables (%)			Cut-off Date Principal Balance ($)		Percentage of Aggregate Cut-off Date Principal Balance (%)
0.00% to 0.49%		19,475		23.39	%	$	296,728,087.86		21.12	%
0.50% to 0.99%		4,580		5.50			98,077,199.54		6.98
1.00% to 1.99%		5,569		6.69			118,329,590.85		8.42
2.00% to 2.99%		8,281		9.95			139,353,865.51		9.92
3.00% to 3.99%		14,670		17.62			229,850,382.48		16.36
4.00% to 4.99%		13,094		15.73			212,935,500.49		15.15
5.00% to 5.99%		10,775		12.94			186,377,236.86		13.26
6.00% to 6.99%		3,870		4.65			71,304,579.03		5.07
7.00% to 7.99%		1,648		1.98			29,440,456.79		2.10
8.00% to 8.99%		778		0.93			13,361,519.77		0.95
9.00% to 9.99%		407		0.49			7,192,297.05		0.51
10.00% to 10.99%		102		0.12			1,935,051.97		0.14
11.00% to 11.99%		11		0.01			210,102.87		0.01
Totals(1)		83,260		100.00	%	$	1,405,095,871.07		100.00	%

⁽¹⁾  Dollar amounts and percentages may not add to the total or to 100.00%, respectively, due to rounding.

⁽²⁾  Geographic distribution of the receivables which represent greater than 5% of the aggregate principal balance as of the Cut-off Date.

⁽³⁾  In October 2001, NMAC changed its underwriting standards for retail customers by migrating to the generic auto “Beacon Score Card,” which use algorithms developed by Fair Isaac Corporation, or FICO, to assess credit risk. See “The Receivables — Underwriting Procedures” in this Prospectus.

A-11

Nissan Auto Receivables Owner Trust 2021-A (“NAROT 2021-A”)

Composition of the Receivables as of the Cut-off Date

Closing Date		June 23, 2021
Cut-off Date		May 31, 2021
Number of Receivables		49,557
Aggregate Principal Balance	$	1,113,826,202.14
Average Principal Balance	$	22,475.66
Range of Principal Balances	$	2,000.00 to $76,074.24
Average Original Amount Financed	$	29,498.89
Range of Original Amounts Financed	$	4,900.00 to $84,997.74
Weighted Average APR		1.65	%
Range of APRs		0.00% to 11.90	%
Approximate Weighted Average Original Payments to Maturity		67		payments
Range of Original Payments to Maturity		24 to 75		payments
Approximate Weighted Average Remaining Payments to Maturity		56		payments
Range of Remaining Payments to Maturity		3 to 68		payments
Approximate Percentage by Principal Balance of Receivables of New, Near- New and Used Vehicles(1)		92.32	%	(New)
		7.68	%	(Near-New)
		0.00	%	(Used)
Approximate Percentage by Principal Balance of Receivables Financed through Nissan and Infiniti Dealers(1)		84.37	%	(Nissan)
		15.63	%	(Infiniti)

Geographic Distribution of the Receivables

State(2)	Percentage of Aggregate Cut-off Date Principal Balance (%)
Texas		15.17	%
California		11.07	%
Florida		6.49	%

Credit Scores of the Receivables

	Minimum		Maximum		Weighted Average		Number of Receivables		Percentage of Total Number of Receivables (%)			Percentage of Aggregate Cut-off Date Principal Balance (%)
FICO Score(3)		660		900		783		49,557		100.00	%		100.00	%

A-12

Distribution by APR of the Receivables as of the Cut-off Date

Range of APRs (%)	Number of Receivables		Percentage of Total Number of Receivables (%)			Cut-off Date Principal Balance ($)		Percentage of Aggregate Cut-off Date Principal Balance (%)
0.00% to 0.49%		21,269		42.92	%	$	541,553,130.88		48.62	%
0.50% to 0.99%		3,907		7.88			95,133,131.52		8.54
1.00% to 1.99%		6,307		12.73			149,064,243.20		13.38
2.00% to 2.99%		3,854		7.78			81,486,690.64		7.32
3.00% to 3.99%		5,017		10.12			88,262,014.58		7.92
4.00% to 4.99%		3,660		7.39			57,839,793.33		5.19
5.00% to 5.99%		3,384		6.83			57,606,226.95		5.17
6.00% to 6.99%		1,315		2.65			24,311,586.30		2.18
7.00% to 7.99%		497		1.00			10,604,798.43		0.95
8.00% to 8.99%		179		0.36			4,176,386.14		0.37
9.00% to 9.99%		108		0.22			2,409,332.05		0.22
10.00% to 10.99%		48		0.10			1,023,745.26		0.09
11.00% to 11.99%		12		0.02			355,122.86		0.03
Totals(1)		49,557		100.00	%	$	1,113,826,202.14		100.00	%

⁽¹⁾  Dollar amounts and percentages may not add to the total or to 100.00%, respectively, due to rounding.

⁽²⁾  Geographic distribution of the receivables which represent greater than 5% of the aggregate principal balance as of the Cut-off Date.

⁽³⁾  In October 2001, NMAC changed its underwriting standards for retail customers by migrating to the generic auto “Beacon Score Card,” which use algorithms developed by Fair Isaac Corporation, or FICO, to assess credit risk. See “The Receivables — Underwriting Procedures” in this Prospectus.

A-13

Nissan Auto Receivables Owner Trust 2022-A (“NAROT 2022-A”)

Composition of the Receivables as of the Cut-off Date

Closing Date		February 23, 2022
Cut-off Date		January 31, 2022
Number of Receivables		51,575
Aggregate Principal Balance	$	1,142,065,005.32
Average Principal Balance	$	22,143.77
Range of Principal Balances	$	2,000.05 to $78,687.28
Average Original Amount Financed	$	29,185.64
Range of Original Amounts Financed	$	4,579.56 to $84,901.14
Weighted Average APR		1.37	%
Range of APRs		0.00% to 11.90	%
Approximate Weighted Average Original Payments to Maturity		66		payments
Range of Original Payments to Maturity		18 to 75		payments
Approximate Weighted Average Remaining Payments to Maturity		55		payments
Range of Remaining Payments to Maturity		4 to 71		payments
Approximate Percentage by Principal Balance of Receivables of New, Near- New and Used Vehicles(1)		92.21	%	(New)
		7.79	%	(Near-New)
		0.00	%	(Used)
Approximate Percentage by Principal Balance of Receivables Financed through Nissan and Infiniti Dealers(1)		87.54	%	(Nissan)
		12.46	%	(Infiniti)

Geographic Distribution of the Receivables

State(2)	Percentage of Aggregate Cut-off Date Principal Balance (%)
Texas		16.77	%
California		14.56	%
Florida		8.99	%
Georgia		5.49	%
New York		5.11	%

Credit Scores of the Receivables

	Minimum		Maximum		Weighted Average		Number of Receivables		Percentage of Total Number of Receivables (%)			Percentage of Aggregate Cut-off Date Principal Balance (%)
FICO Score(3)		660		900		783		51,575		100.00	%		100.00	%

A-14

Distribution by APR of the Receivables as of the Cut-off Date

Range of APRs (%)	Number of Receivables		Percentage of Total Number of Receivables (%)			Cut-off Date Principal Balance ($)		Percentage of Aggregate Cut-off Date Principal Balance (%)
0.00% to 0.49%		21,830		42.33	%	$	464,633,844.66		40.68	%
0.50% to 0.99%		8,323		16.14			213,235,754.66		18.67
1.00% to 1.99%		7,817		15.16			196,013,344.41		17.16
2.00% to 2.99%		4,786		9.28			117,041,312.60		10.25
3.00% to 3.99%		4,062		7.88			88,101,412.28		7.71
4.00% to 4.99%		2,252		4.37			31,856,113.76		2.79
5.00% to 5.99%		1,764		3.42			21,489,888.35		1.88
6.00% to 6.99%		582		1.13			7,164,692.63		0.63
7.00% to 7.99%		117		0.23			1,723,634.77		0.15
8.00% to 8.99%		33		0.06			552,590.00		0.05
9.00% to 9.99%		6		0.01			180,317.27		0.02
10.00% to 10.99%		1		0.00	(4)		3,030.66		0.00	(4)
11.00% to 11.99%		2		0.00	(4)		69,069.27		0.01
Totals(1)		51,575		100.00	%	$	1,142,065,005.32		100.00	%

⁽¹⁾  Dollar amounts and percentages may not add to the total or to 100.00%, respectively, due to rounding.

⁽²⁾  Geographic distribution of the receivables which represent greater than 5% of the aggregate principal balance as of the Cut-off Date.

⁽³⁾  In October 2001, NMAC changed its underwriting standards for retail customers by migrating to the generic auto “Beacon Score Card,” which use algorithms developed by Fair Isaac Corporation, or FICO, to assess credit risk. See “The Receivables — Underwriting Procedures” in this Prospectus.

⁽⁴⁾  Less than 0.005% but greater than 0.000%

A-15

Nissan Auto Receivables Owner Trust 2022-B (“NAROT 2022-B”)

Composition of the Receivables as of the Cut-off Date

Closing Date		September 28, 2022
Cut-off Date		August 31, 2022
Number of Receivables		64,910
Aggregate Principal Balance	$	1,477,843,167.03
Average Principal Balance	$	22,767.57
Range of Principal Balances	$	2,000.00 to $80,982.36
Average Original Amount Financed	$	29,145.66
Range of Original Amounts Financed	$	3,519.66 to $84,974.40
Weighted Average APR		2.40	%
Range of APRs		0.00% to 11.70	%
Approximate Weighted Average Original Payments to Maturity		65		payments
Range of Original Payments to Maturity		12 to 75		payments
Approximate Weighted Average Remaining Payments to Maturity		55		payments
Range of Remaining Payments to Maturity		4 to 73		payments
Approximate Percentage by Principal Balance of Receivables of New, Near- New and Used Vehicles(1)		92.37	%	(New)
		7.63	%	(Near-New)
		0.00	%	(Used)
Approximate Percentage by Principal Balance of Receivables Financed through Nissan and Infiniti Dealers(1)		92.80	%	(Nissan)
		7.20	%	(Infiniti)

Geographic Distribution of the Receivables

State(2)	Percentage of Aggregate Cut-off Date Principal Balance (%)
California		11.46	%
Texas		9.51	%
Florida		7.27	%
New York		5.98	%

Credit Scores of the Receivables

	Minimum		Maximum		Weighted Average		Number of Receivables		Percentage of Total Number of Receivables (%)			Percentage of Aggregate Cut-off Date Principal Balance (%)
FICO Score(3)		660		900		782		64,910		100.00	%		100.00	%

A-16

Distribution by APR of the Receivables as of the Cut-off Date

Range of APRs (%)	Number of Receivables		Percentage of Total Number of Receivables (%)			Cut-off Date Principal Balance ($)		Percentage of Aggregate Cut-off Date Principal Balance (%)
0.00% to 0.49%		13,626		20.99	%	$	246,766,568.42		16.70	%
0.50% to 0.99%		8,605		13.26			205,661,329.06		13.92
1.00% to 1.99%		11,185		17.23			263,655,912.80		17.84
2.00% to 2.99%		11,395		17.56			293,822,471.75		19.88
3.00% to 3.99%		9,511		14.65			231,113,920.03		15.64
4.00% to 4.99%		7,190		11.08			168,379,420.88		11.39
5.00% to 5.99%		2,369		3.65			46,646,837.28		3.16
6.00% to 6.99%		652		1.00			12,220,318.70		0.83
7.00% to 7.99%		246		0.38			6,307,505.85		0.43
8.00% to 8.99%		76		0.12			1,764,169.74		0.12
9.00% to 9.99%		26		0.04			719,946.93		0.05
10.00% to 10.99%		21		0.03			560,593.48		0.04
11.00% to 11.99%		8		0.01			224,172.11		0.02
Totals(1)		64,910		100.00	%	$	1,477,843,167.03		100.00	%

⁽¹⁾  Dollar amounts and percentages may not add to the total or to 100.00%, respectively, due to rounding.

⁽²⁾  Geographic distribution of the receivables which represent greater than 5% of the aggregate principal balance as of the Cut-off Date.

⁽³⁾  In October 2001, NMAC changed its underwriting standards for retail customers by migrating to the generic auto “Beacon Score Card,” which use algorithms developed by Fair Isaac Corporation, or FICO, to assess credit risk. See “The Receivables — Underwriting Procedures” in this Prospectus.

A-17

Nissan Auto Receivables Owner Trust 2023-A (“NAROT 2023-A”)

Composition of the Receivables as of the Cut-off Date

Closing Date		April 26, 2023
Cut-off Date		March 31, 2023
Number of Receivables		73,014
Aggregate Principal Balance	$	1,460,472,153.77
Average Principal Balance	$	20,002.63
Range of Principal Balances	$	2,000.00 to $85,620.46
Average Original Amount Financed	$	29,573.80
Range of Original Amounts Financed	$	4,422.09 to $89,998.30
Weighted Average APR		3.25	%
Range of APRs		0.00% to 11.99	%
Approximate Weighted Average Original Payments to Maturity		68		payments
Range of Original Payments to Maturity		12 to 75		payments
Approximate Weighted Average Remaining Payments to Maturity		52		payments
Range of Remaining Payments to Maturity		4 to 73		payments
Approximate Percentage by Principal Balance of Receivables of New, Near- New and Used Vehicles(1)		92.03	%	(New)
		7.97	%	(Near-New)
		0.00	%	(Used)
Approximate Percentage by Principal Balance of Receivables Financed through Nissan and Infiniti Dealers(1)		88.85	%	(Nissan)
		11.15	%	(Infiniti)

Geographic Distribution of the Receivables

State(2)	Percentage of Aggregate Cut-off Date Principal Balance (%)
California		7.21	%
Texas		6.35	%
Illinois		5.93	%
Pennsylvania		5.65	%
North Carolina		5.28	%

Credit Scores of the Receivables

	Minimum		Maximum		Weighted Average		Number of Receivables		Percentage of Total Number of Receivables (%)			Percentage of Aggregate Cut-off Date Principal Balance (%)
FICO Score(3)		660		900		785		73,014		100.00	%		100.00	%

A-18

Distribution by APR of the Receivables as of the Cut-off Date

Range of APRs (%)	Number of Receivables		Percentage of Total Number of Receivables (%)			Cut-off Date Principal Balance ($)		Percentage of Aggregate Cut-off Date Principal Balance (%)
0.00% to 0.49%		13,880		19.01	%	$	220,845,503.16		15.12	%
0.50% to 0.99%		5,137		7.04			92,567,382.92		6.34
1.00% to 1.99%		8,565		11.73			161,279,721.04		11.04
2.00% to 2.99%		11,571		15.85			258,158,081.75		17.68
3.00% to 3.99%		10,097		13.83			200,354,186.74		13.72
4.00% to 4.99%		10,965		15.02			241,205,395.11		16.52
5.00% to 5.99%		7,054		9.66			141,685,826.52		9.70
6.00% to 6.99%		4,071		5.58			101,731,861.67		6.97
7.00% to 7.99%		1,272		1.74			32,709,362.87		2.24
8.00% to 8.99%		249		0.34			5,879,051.06		0.40
9.00% to 9.99%		108		0.15			2,681,006.16		0.18
10.00% to 10.99%		37		0.05			1,048,712.68		0.07
11.00% to 11.99%		8		0.01			326,062.09		0.02
Totals(1)		73,014		100.00	%	$	1,460,472,153.77		100.00	%

⁽¹⁾  Dollar amounts and percentages may not add to the total or to 100.00%, respectively, due to rounding.

⁽²⁾  Geographic distribution of the receivables which represent greater than 5% of the aggregate principal balance as of the Cut-off Date.

⁽³⁾  In October 2001, NMAC changed its underwriting standards for retail customers by migrating to the generic auto “Beacon Score Card,” which use algorithms developed by Fair Isaac Corporation, or FICO, to assess credit risk. See “The Receivables — Underwriting Procedures” in this Prospectus.

A-19

Nissan Auto Receivables Owner Trust 2023-B (“NAROT 2023-B”)

Composition of the Receivables as of the Cut-off Date

Closing Date		October 25, 2023
Cut-off Date		September 30, 2023
Number of Receivables		76,596
Aggregate Principal Balance	$	1,449,675,307.36
Average Principal Balance	$	18,926.25
Range of Principal Balances	$	2,000.00 to $84,620.41
Average Original Amount Financed	$	29,643.99
Range of Original Amounts Financed	$	4,741.04 to $89,998.93
Weighted Average APR		3.61	%
Range of APRs		0.00% to 11.90	%
Approximate Weighted Average Original Payments to Maturity		63		payments
Range of Original Payments to Maturity		12 to 75		payments
Approximate Weighted Average Remaining Payments to Maturity		46		payments
Range of Remaining Payments to Maturity		4 to 71		payments
Approximate Percentage by Principal Balance of Receivables of New, Near- New and Used Vehicles(1)		90.80	%	(New)
		9.20	%	(Near-New)
		0.00	%	(Used)
Approximate Percentage by Principal Balance of Receivables Financed through Nissan and Infiniti Dealers(1)		86.75	%	(Nissan)
		13.25	%	(Infiniti)

Geographic Distribution of the Receivables

State(2)	Percentage of Aggregate Cut-off Date Principal Balance (%)
Texas		13.56	%
California		11.17	%
Illinois		6.00	%
Florida		5.34	%

Credit Scores of the Receivables

	Minimum		Maximum		Weighted Average		Number of Receivables		Percentage of Total Number of Receivables (%)			Percentage of Aggregate Cut-off Date Principal Balance (%)
FICO Score(3)		660		900		780		76,596		100.00	%		100.00	%

A-20

Distribution by APR of the Receivables as of the Cut-off Date

Range of APRs (%)	Number of Receivables		Percentage of Total Number of Receivables (%)			Cut-off Date Principal Balance ($)		Percentage of Aggregate Cut-off Date Principal Balance (%)
0.00% to 0.49%		14,972		19.55	%	$	230,710,633.22		15.91	%
0.50% to 0.99%		6,461		8.44			97,558,591.02		6.73
1.00% to 1.99%		11,412		14.90			178,984,965.53		12.35
2.00% to 2.99%		7,441		9.71			140,877,984.72		9.72
3.00% to 3.99%		7,222		9.43			141,284,557.41		9.75
4.00% to 4.99%		9,444		12.33			207,728,652.30		14.33
5.00% to 5.99%		9,231		12.05			202,238,904.80		13.95
6.00% to 6.99%		6,519		8.51			153,759,407.98		10.61
7.00% to 7.99%		2,987		3.90			75,164,810.59		5.18
8.00% to 8.99%		612		0.80			14,081,159.01		0.97
9.00% to 9.99%		212		0.28			5,349,724.22		0.37
10.00% to 10.99%		68		0.09			1,588,130.07		0.11
11.00% to 11.99%		15		0.02			347,786.49		0.02
Totals(1)		76,596		100.00	%	$	1,449,675,307.36		100.00	%

⁽¹⁾  Dollar amounts and percentages may not add to the total or to 100.00%, respectively, due to rounding.

⁽²⁾  Geographic distribution of the receivables which represent greater than 5% of the aggregate principal balance as of the Cut-off Date.

⁽³⁾  In October 2001, NMAC changed its underwriting standards for retail customers by migrating to the generic auto “Beacon Score Card,” which use algorithms developed by Fair Isaac Corporation, or FICO, to assess credit risk. See “The Receivables — Underwriting Procedures” in this Prospectus.

A-21

NAROT 2019-A

Pool Factor^(1)(2)(3)

⁽¹⁾  Prepayment assumption based on 1.3% ABS speed. For more information regarding the prepayment assumption model, you should refer to “Weighted Average Life of the Notes” in this Prospectus.

⁽²⁾  Pool characteristics will vary from series to series and investors are encouraged to carefully review the characteristics of the receivables for each of the series represented in the above graph beginning on page A-1 of this Prospectus under “— Characteristics of the Receivables.” Performance may also vary from series to series, and there can be no assurance that the performance of the prior series will correspond to or be an accurate predictor of the performance of the Receivables.

⁽³⁾  Investors are encouraged to carefully review the information set forth under “Historical Pool Performance” beginning on page B-1 of this Prospectus which contains the underlying historical data used in preparing the above chart. For more information regarding calculation of Pool Factor, you should refer to “Note Factors and Pool Factors” in this Prospectus.

A-22

NAROT 2019-B

Pool Factor^(1)(2)(3)

⁽¹⁾  Prepayment assumption based on 1.3% ABS speed. For more information regarding the prepayment assumption model, you should refer to “Weighted Average Life of the Notes” in this Prospectus.

⁽²⁾  Pool characteristics will vary from series to series and investors are encouraged to carefully review the characteristics of the receivables for each of the series represented in the above graph beginning on page A-1 of this Prospectus under “— Characteristics of the Receivables.” Performance may also vary from series to series, and there can be no assurance that the performance of the prior series will correspond to or be an accurate predictor of the performance of the Receivables.

⁽³⁾  Investors are encouraged to carefully review the information set forth under “Historical Pool Performance” beginning on page B-1 of this Prospectus which contains the underlying historical data used in preparing the above chart. For more information regarding calculation of Pool Factor, you should refer to “Note Factors and Pool Factors” in this Prospectus.

A-23

NAROT 2019-C

Pool Factor^(1)(2)(3)

⁽¹⁾  Prepayment assumption based on 1.3% ABS speed. For more information regarding the prepayment assumption model, you should refer to “Weighted Average Life of the Notes” in this Prospectus.

⁽²⁾  Pool characteristics will vary from series to series and investors are encouraged to carefully review the characteristics of the receivables for each of the series represented in the above graph beginning on page A-1 of this Prospectus under “— Characteristics of the Receivables.” Performance may also vary from series to series, and there can be no assurance that the performance of the prior series will correspond to or be an accurate predictor of the performance of the Receivables.

⁽³⁾  Investors are encouraged to carefully review the information set forth under “Historical Pool Performance” beginning on page B-1 of this Prospectus which contains the underlying historical data used in preparing the above chart. For more information regarding calculation of Pool Factor, you should refer to “Note Factors and Pool Factors” in this Prospectus.

A-24

NAROT 2020-A

Pool Factor^(1)(2)(3)

⁽¹⁾  Prepayment assumption based on 1.3% ABS speed. For more information regarding the prepayment assumption model, you should refer to “Weighted Average Life of the Notes” in this Prospectus.

⁽²⁾  Pool characteristics will vary from series to series and investors are encouraged to carefully review the characteristics of the receivables for each of the series represented in the above graph beginning on page A-1 of this Prospectus under “— Characteristics of the Receivables.” Performance may also vary from series to series, and there can be no assurance that the performance of the prior series will correspond to or be an accurate predictor of the performance of the Receivables.

⁽³⁾  Investors are encouraged to carefully review the information set forth under “Historical Pool Performance” beginning on page B-1 of this Prospectus which contains the underlying historical data used in preparing the above chart. For more information regarding calculation of Pool Factor, you should refer to “Note Factors and Pool Factors” in this Prospectus.

A-25

NAROT 2020-B

Pool Factor^(1)(2)(3)

⁽¹⁾  Prepayment assumption based on 1.3% ABS speed. For more information regarding the prepayment assumption model, you should refer to “Weighted Average Life of the Notes” in this Prospectus.

⁽²⁾  Pool characteristics will vary from series to series and investors are encouraged to carefully review the characteristics of the receivables for each of the series represented in the above graph beginning on page A-1 of this Prospectus under “— Characteristics of the Receivables.” Performance may also vary from series to series, and there can be no assurance that the performance of the prior series will correspond to or be an accurate predictor of the performance of the Receivables.

⁽³⁾  Investors are encouraged to carefully review the information set forth under “Historical Pool Performance” beginning on page B-1 of this Prospectus which contains the underlying historical data used in preparing the above chart. For more information regarding calculation of Pool Factor, you should refer to “Note Factors and Pool Factors” in this Prospectus.

A-26

NAROT 2021-A

Pool Factor^(1)(2)(3)

⁽¹⁾  Prepayment assumption based on 1.3% ABS speed. For more information regarding the prepayment assumption model, you should refer to “Weighted Average Life of the Notes” in this Prospectus.

⁽²⁾  Pool characteristics will vary from series to series and investors are encouraged to carefully review the characteristics of the receivables for each of the series represented in the above graph beginning on page A-1 of this Prospectus under “— Characteristics of the Receivables.” Performance may also vary from series to series, and there can be no assurance that the performance of the prior series will correspond to or be an accurate predictor of the performance of the Receivables.

⁽³⁾  Investors are encouraged to carefully review the information set forth under “Historical Pool Performance” beginning on page B-1 of this Prospectus which contains the underlying historical data used in preparing the above chart. For more information regarding calculation of Pool Factor, you should refer to “Note Factors and Pool Factors” in this Prospectus.

A-27

NAROT 2022-A

Pool Factor^(1)(2)(3)

⁽¹⁾  Prepayment assumption based on 1.3% ABS speed. For more information regarding the prepayment assumption model, you should refer to “Weighted Average Life of the Notes” in this Prospectus.

⁽²⁾  Pool characteristics will vary from series to series and investors are encouraged to carefully review the characteristics of the receivables for each of the series represented in the above graph beginning on page A-1 of this Prospectus under “— Characteristics of the Receivables.” Performance may also vary from series to series, and there can be no assurance that the performance of the prior series will correspond to or be an accurate predictor of the performance of the Receivables.

⁽³⁾  Investors are encouraged to carefully review the information set forth under “Historical Pool Performance” beginning on page B-1 of this Prospectus which contains the underlying historical data used in preparing the above chart. For more information regarding calculation of Pool Factor, you should refer to “Note Factors and Pool Factors” in this Prospectus.

A-28

NAROT 2022-B

Pool Factor^(1)(2)(3)

⁽¹⁾  Prepayment assumption based on 1.3% ABS speed. For more information regarding the prepayment assumption model, you should refer to “Weighted Average Life of the Notes” in this Prospectus.

⁽²⁾  Pool characteristics will vary from series to series and investors are encouraged to carefully review the characteristics of the receivables for each of the series represented in the above graph beginning on page A-1 of this Prospectus under “— Characteristics of the Receivables.” Performance may also vary from series to series, and there can be no assurance that the performance of the prior series will correspond to or be an accurate predictor of the performance of the Receivables.

⁽³⁾  Investors are encouraged to carefully review the information set forth under “Historical Pool Performance” beginning on page B-1 of this Prospectus which contains the underlying historical data used in preparing the above chart. For more information regarding calculation of Pool Factor, you should refer to “Note Factors and Pool Factors” in this Prospectus.

A-29

NAROT 2023-A

Pool Factor^(1)(2)(3)

⁽¹⁾  Prepayment assumption based on 1.3% ABS speed. For more information regarding the prepayment assumption model, you should refer to “Weighted Average Life of the Notes” in this Prospectus.

⁽²⁾  Pool characteristics will vary from series to series and investors are encouraged to carefully review the characteristics of the receivables for each of the series represented in the above graph beginning on page A-1 of this Prospectus under “— Characteristics of the Receivables.” Performance may also vary from series to series, and there can be no assurance that the performance of the prior series will correspond to or be an accurate predictor of the performance of the Receivables.

⁽³⁾  Investors are encouraged to carefully review the information set forth under “Historical Pool Performance” beginning on page B-1 of this Prospectus which contains the underlying historical data used in preparing the above chart. For more information regarding calculation of Pool Factor, you should refer to “Note Factors and Pool Factors” in this Prospectus.

A-30

NAROT 2023-B

Pool Factor^(1)(2)(3)

⁽¹⁾  Prepayment assumption based on 1.3% ABS speed. For more information regarding the prepayment assumption model, you should refer to “Weighted Average Life of the Notes” in this Prospectus.

⁽²⁾  Pool characteristics will vary from series to series and investors are encouraged to carefully review the characteristics of the receivables for each of the series represented in the above graph beginning on page A-1 of this Prospectus under “— Characteristics of the Receivables.” Performance may also vary from series to series, and there can be no assurance that the performance of the prior series will correspond to or be an accurate predictor of the performance of the Receivables.

⁽³⁾  Investors are encouraged to carefully review the information set forth under “Historical Pool Performance” beginning on page B-1 of this Prospectus which contains the underlying historical data used in preparing the above chart. For more information regarding calculation of Pool Factor, you should refer to “Note Factors and Pool Factors” in this Prospectus.

A-31

Prepayment Speeds

Set forth below is historical minimum, maximum and average prepayment speed information based on one

month ABS speed aggregated for all included series for each month following each such series issuance for as

long as such series remains outstanding. For more information regarding the prepayment assumption model, you

should refer to “Weighted Average Life of the Notes” in this Prospectus.

Monthly Prepayment Speed⁽¹⁾⁽²⁾

⁽¹⁾  Investors are encouraged to carefully review the information set forth under “Historical Pool Performance” beginning on page B-1 of this Prospectus which contains the underlying historical data used in preparing the above graph. The data used to complete the information reflected with respect to later months is based on less than all series listed because more recently issued series will only be reflected to the extent of their current number of months outstanding and earlier issued series may have amortized more quickly than the number of months reflected on the above graph.

⁽²⁾ Pool characteristics will vary from series to series and investors are encouraged to carefully review the characteristics of the receivables for each series represented in the above graph beginning on page A-1 of this Prospectus under “— Characteristics of the Receivables.” Performance may also vary from series to series, and there can be no assurance that the performance of the prior series will correspond to or be an accurate predictor of the performance of the Receivables.

⁽³⁾ Period average for each month is based on the sum of the actual ABS prepayment speeds for all series outstanding in such month divided by the total number of series outstanding in such month.

A-32

NAROT 2019-A, 2019-B, and 2019-C

61+ Days Delinquency as a Percentage of Outstanding Pool Balance

⁽¹⁾  Investors are encouraged to carefully review the information set forth under “Historical Pool Performance” beginning on page B-1 of this Prospectus which contains the underlying historical data used in preparing the above graph. Pool characteristics will vary from series to series and investors are encouraged to carefully review the characteristics of the receivables for each of the series represented in the above graph beginning on page A-1 of this Prospectus under “— Characteristics of the Receivables.” Performance may also vary from series to series, and there can be no assurance that the performance of the prior series will correspond to or be an accurate predictor of the performance of the Receivables.

⁽²⁾  An account is considered delinquent if 20% or more of the scheduled payment is 15 days past due. See “Prepayments, Delinquencies, Repossessions and Net Credit Losses — Delinquency, Repossession and Credit Loss Information” in this Prospectus.

A-33

NAROT 2020-A and 2020-B

61+ Days Delinquency as a Percentage of Outstanding Pool Balance

⁽¹⁾  Investors are encouraged to carefully review the information set forth under “Historical Pool Performance” beginning on page B-1 of this Prospectus which contains the underlying historical data used in preparing the above graph. Pool characteristics will vary from series to series and investors are encouraged to carefully review the characteristics of the receivables for each of the series represented in the above graph beginning on page A-1 of this Prospectus under “— Characteristics of the Receivables.” Performance may also vary from series to series, and there can be no assurance that the performance of the prior series will correspond to or be an accurate predictor of the performance of the Receivables.

⁽²⁾  An account is considered delinquent if 20% or more of the scheduled payment is 15 days past due. See “Prepayments, Delinquencies, Repossessions and Net Credit Losses — Delinquency, Repossession and Credit Loss Information” in this Prospectus.

A-34

NAROT 2021-A

61+ Days Delinquency as a Percentage of Outstanding Pool Balance

⁽¹⁾  Investors are encouraged to carefully review the information set forth under “Historical Pool Performance” beginning on page B-1 of this Prospectus which contains the underlying historical data used in preparing the above graph. Pool characteristics will vary from series to series and investors are encouraged to carefully review the characteristics of the receivables for each of the series represented in the above graph beginning on page A-1 of this Prospectus under “— Characteristics of the Receivables.” Performance may also vary from series to series, and there can be no assurance that the performance of the prior series will correspond to or be an accurate predictor of the performance of the Receivables.

⁽²⁾  An account is considered delinquent if 20% or more of the scheduled payment is 15 days past due. See “Prepayments, Delinquencies, Repossessions and Net Credit Losses — Delinquency, Repossession and Credit Loss Information” in this Prospectus.

A-35

NAROT 2022-A and 2022-B

61+ Days Delinquency as a Percentage of Outstanding Pool Balance

⁽¹⁾  Investors are encouraged to carefully review the information set forth under “Historical Pool Performance” beginning on page B-1 of this Prospectus which contains the underlying historical data used in preparing the above graph. Pool characteristics will vary from series to series and investors are encouraged to carefully review the characteristics of the receivables for each of the series represented in the above graph beginning on page A-1 of this Prospectus under “— Characteristics of the Receivables.” Performance may also vary from series to series, and there can be no assurance that the performance of the prior series will correspond to or be an accurate predictor of the performance of the Receivables.

⁽²⁾  An account is considered delinquent if 20% or more of the scheduled payment is 15 days past due. See “Prepayments, Delinquencies, Repossessions and Net Credit Losses — Delinquency, Repossession and Credit Loss Information” in this Prospectus.

A-36

NAROT 2023-A and 2023-B

61+ Days Delinquency as a Percentage of Outstanding Pool Balance

⁽¹⁾  Investors are encouraged to carefully review the information set forth under “Historical Pool Performance” beginning on page B-1 of this Prospectus which contains the underlying historical data used in preparing the above graph. Pool characteristics will vary from series to series and investors are encouraged to carefully review the characteristics of the receivables for each of the series represented in the above graph beginning on page A-1 of this Prospectus under “— Characteristics of the Receivables.” Performance may also vary from series to series, and there can be no assurance that the performance of the prior series will correspond to or be an accurate predictor of the performance of the Receivables.

⁽²⁾  An account is considered delinquent if 20% or more of the scheduled payment is 15 days past due. See “Prepayments, Delinquencies, Repossessions and Net Credit Losses — Delinquency, Repossession and Credit Loss Information” in this Prospectus.

A-37

NAROT 2019-A, 2019-B, and 2019-C

Cumulative Net Credit Losses as a Percentage of Aggregate Principal Balance⁽¹⁾

⁽¹⁾  Investors are encouraged to carefully review the information set forth under “Historical Pool Performance” beginning on page B-1 of this Prospectus which contains the underlying historical data used in preparing the above graph. Pool characteristics will vary from series to series and investors are encouraged to carefully review the characteristics of the receivables for each of the series represented in the above graph beginning on page A-1 of this Prospectus under “— Characteristics of the Receivables.” Performance may also vary from series to series, and there can be no assurance that the performance of the prior series will correspond to or be an accurate predictor of the performance of the Receivables.

A-38

NAROT 2020-A and 2020-B

Cumulative Net Credit Losses as a Percentage of Aggregate Principal Balance⁽¹⁾

⁽¹⁾  Investors are encouraged to carefully review the information set forth under “Historical Pool Performance” beginning on page B-1 of this Prospectus which contains the underlying historical data used in preparing the above graph. Pool characteristics will vary from series to series and investors are encouraged to carefully review the characteristics of the receivables for each of the series represented in the above graph beginning on page A-1 of this Prospectus under “— Characteristics of the Receivables.” Performance may also vary from series to series, and there can be no assurance that the performance of the prior series will correspond to or be an accurate predictor of the performance of the Receivables.

A-39

NAROT 2021-A

Cumulative Net Credit Losses as a Percentage of Aggregate Principal Balance⁽¹⁾

⁽¹⁾  Investors are encouraged to carefully review the information set forth under “Historical Pool Performance” beginning on page B-1 of this Prospectus which contains the underlying historical data used in preparing the above graph. Pool characteristics will vary from series to series and investors are encouraged to carefully review the characteristics of the receivables for each of the series represented in the above graph beginning on page A-1 of this Prospectus under “— Characteristics of the Receivables.” Performance may also vary from series to series, and there can be no assurance that the performance of the prior series will correspond to or be an accurate predictor of the performance of the Receivables.

A-40

NAROT 2022-A and 2022-B

Cumulative Net Credit Losses as a Percentage of Aggregate Principal Balance⁽¹⁾

⁽¹⁾  Investors are encouraged to carefully review the information set forth under “Historical Pool Performance” beginning on page B-1 of this Prospectus which contains the underlying historical data used in preparing the above graph. Pool characteristics will vary from series to series and investors are encouraged to carefully review the characteristics of the receivables for each of the series represented in the above graph beginning on page A-1 of this Prospectus under “— Characteristics of the Receivables.” Performance may also vary from series to series, and there can be no assurance that the performance of the prior series will correspond to or be an accurate predictor of the performance of the Receivables.

A-41

NAROT 2023-A and 2023-B

Cumulative Net Credit Losses as a Percentage of Aggregate Principal Balance⁽¹⁾

⁽¹⁾  Investors are encouraged to carefully review the information set forth under “Historical Pool Performance” beginning on page B-1 of this Prospectus which contains the underlying historical data used in preparing the above graph. Pool characteristics will vary from series to series and investors are encouraged to carefully review the characteristics of the receivables for each of the series represented in the above graph beginning on page A-1 of this Prospectus under “— Characteristics of the Receivables.” Performance may also vary from series to series, and there can be no assurance that the performance of the prior series will correspond to or be an accurate predictor of the performance of the Receivables.

A-42

APPENDIX B

HISTORICAL POOL PERFORMANCE

B-1

Nissan Auto Receivables Owner Trust 2019-A

Historic Pool Performance

Month Count		Month	Beginning Pool Balance ($)		Ending Pool Balance ($)		Pool Factor		31-60 Day Delinquent (#)(1)		31-60 Day Delinquent ($)(1)		61-90 Day Delinquent (#)(1)		61-90 Day Delinquent ($)(1)		91-120+ Day Delinquent (#)(1)		91-120+ Day Delinquent ($)(1)
	1	Feb-19		1,306,416,057.15		1,269,519,389.64		0.971757		121		3,431,898.70		1		21,032.11		0		0.00
	2	Mar-19		1,269,519,389.64		1,230,382,194.28		0.941800		139		3,623,613.24		19		578,100.99		0		0.00
	3	Apr-19		1,230,382,194.28		1,191,026,292.71		0.911675		154		3,858,939.09		29		789,514.10		7		191,101.33
	4	May-19		1,191,026,292.71		1,153,743,680.85		0.883136		170		4,220,691.12		37		838,135.76		15		398,609.81
	5	Jun-19		1,153,743,680.85		1,119,652,265.45		0.857041		224		5,660,477.19		48		1,135,606.84		13		239,749.65
	6	Jul-19		1,119,652,265.45		1,081,760,636.75		0.828037		236		6,038,506.71		63		1,460,756.69		17		314,027.36
	7	Aug-19		1,081,760,636.75		1,046,490,146.19		0.801039		256		6,408,651.64		73		1,934,448.54		25		559,057.00
	8	Sep-19		1,046,490,146.19		1,010,125,568.93		0.773204		257		6,099,785.77		66		1,599,306.87		27		719,642.32
	9	Oct-19		1,010,125,568.93		973,035,933.35		0.744813		228		5,323,941.49		66		1,444,932.79		22		406,625.50
	10	Nov-19		973,035,933.35		940,175,713.48		0.719660		288		6,729,286.21		72		1,604,712.82		24		483,617.31
	11	Dec-19		940,175,713.48		905,311,161.00		0.692973		298		6,599,637.49		90		1,981,225.93		30		646,448.50
	12	Jan-20		905,311,161.00		870,320,171.44		0.666189		302		6,572,302.43		87		1,778,392.64		34		607,542.71
	13	Feb-20		870,320,171.44		838,837,752.32		0.642091		267		5,735,102.29		81		1,574,314.26		26		451,153.45
	14	Mar-20		838,837,752.32		806,375,424.36		0.617242		258		5,188,438.34		69		1,438,802.14		32		551,089.02
	15	Apr-20		806,375,424.36		777,628,931.69		0.595238		168		3,200,865.84		91		1,646,251.86		34		605,772.39
	16	May-20		777,628,931.69		748,475,019.85		0.572922		192		3,754,748.34		58		1,218,791.67		58		848,514.35
	17	Jun-20		748,475,019.85		715,950,782.58		0.548027		160		3,269,569.20		56		1,055,773.20		28		500,707.42
	18	Jul-20		715,950,782.58		684,780,392.73		0.524167		224		4,439,930.31		53		1,178,448.41		16		240,675.90
	19	Aug-20		684,780,392.73		653,811,878.60		0.500462		199		3,984,625.97		78		1,489,498.57		21		478,324.80
	20	Sep-20		653,811,878.60		622,832,614.48		0.476749		194		3,658,404.53		54		1,146,191.71		42		769,628.59
	21	Oct-20		622,832,614.48		592,435,809.69		0.453482		211		3,946,311.40		63		1,192,492.66		20		338,779.28
	22	Nov-20		592,435,809.69		564,832,801.17		0.432353		227		4,416,142.78		73		1,271,760.19		25		442,268.15
	23	Dec-20		564,832,801.17		536,276,665.53		0.410495		260		4,770,274.81		82		1,605,382.99		22		328,162.54
	24	Jan-21		536,276,665.53		508,995,477.36		0.389612		209		3,890,265.09		52		929,584.18		25		372,528.97
	25	Feb-21		508,995,477.36		484,258,279.98		0.370677		206		3,715,984.61		58		1,110,230.75		20		236,259.72

B-2

Nissan Auto Receivables Owner Trust 2019-A — (Continued)

Month Count		Month	Beginning Pool Balance ($)		Ending Pool Balance ($)		Pool Factor		31-60 Day Delinquent (#)(1)		31-60 Day Delinquent ($)(1)		61-90 Day Delinquent (#)(1)		61-90 Day Delinquent ($)(1)		91-120+ Day Delinquent (#)(1)		91-120+ Day Delinquent ($)(1)
	26	Mar-21		484,258,279.98		454,220,896.19		0.347685		142		2,656,395.18		45		830,510.42		12		150,888.19
	27	Apr-21		454,220,896.19		427,607,679.04		0.327314		164		2,754,471.16		33		556,714.93		14		143,549.80
	28	May-21		427,607,679.04		402,719,232.81		0.308263		187		3,139,678.73		40		673,373.47		10		166,551.93
	29	Jun-21		402,719,232.81		377,536,910.38		0.288987		196		3,101,190.02		37		677,599.67		10		129,949.48
	30	Jul-21		377,536,910.38		354,014,062.49		0.270981		215		3,362,882.81		42		580,079.61		13		186,246.24
	31	Aug-21		354,014,062.49		331,630,382.42		0.253847		192		2,936,346.18		46		643,284.58		12		138,962.15
	32	Sep-21		331,630,382.42		310,982,408.12		0.238042		180		2,892,065.35		34		515,414.28		17		200,136.15
	33	Oct-21		310,982,408.12		291,267,074.28		0.222951		205		3,114,604.17		34		608,679.98		11		147,538.82
	34	Nov-21		291,267,074.28		271,737,670.82		0.208002		187		2,908,165.16		35		572,568.86		9		102,178.97
	35	Dec-21		271,737,670.82		253,308,482.32		0.193896		198		2,873,010.39		47		686,013.46		8		90,460.97
	36	Jan-22		253,308,482.32		236,531,678.25		0.181054		185		2,643,893.84		38		593,273.36		20		319,449.35
	37	Feb-22		236,531,678.25		220,367,285.73		0.168681		172		2,243,290.98		38		586,023.40		9		184,044.35
	38	Mar-22		220,367,285.73		202,611,672.89		0.155090		165		2,191,033.89		34		438,032.53		4		55,436.15
	39	Apr-22		202,611,672.89		187,685,329.36		0.143664		149		1,954,259.48		35		425,737.38		5		107,849.46
	40	May-22		187,685,329.36		172,846,639.46		0.132306		147		1,754,969.09		33		425,696.82		7		77,583.90
	41	Jun-22		172,846,639.46		159,176,076.47		0.121842		149		1,767,206.73		27		360,704.56		7		49,419.16
	42	Jul-22		159,176,076.47		146,264,169.73		0.111958		170		1,877,445.17		40		476,465.96		5		61,540.49
	43	Aug-22		146,264,169.73		133,106,683.10		0.101887		189		2,090,688.07		35		435,825.46		6		50,085.13
	44	Sep-22		133,106,683.10		121,068,422.67		0.092672		181		1,889,370.74		27		347,059.92		7		76,487.34
	45	Oct-22		121,068,422.67		110,027,399.84		0.084221		171		1,712,498.65		34		349,488.06		8		79,217.34
	46	Nov-22		110,027,399.84		99,448,565.06		0.076123		174		1,769,808.69		28		313,199.23		10		58,447.14
	47	Dec-22		99,448,565.06		89,646,502.97		0.068620		187		1,880,588.04		32		346,765.02		8		46,649.15
	48	Jan-23		89,646,502.97		79,746,006.62		0.061042		154		1,460,674.06		31		290,700.57		6		47,072.16
	49	Feb-23		79,746,006.62		70,875,567.40		0.054252		147		1,347,096.52		30		232,468.21		11		88,729.72
	50	Mar-23		70,875,567.40		61,494,113.51		0.047071		156		1,380,794.35		26		254,496.21		7		30,650.62
	51	Apr-23		61,494,113.51		0.00		0.000000		152		1,307,805.47		32		281,732.06		10		82,757.42

B-3

Nissan Auto Receivables Owner Trust 2019-A — (Continued)

Month Count		Month	Total Delinquent (#)		Total Delinquent ($)		Total Delinquent % of End Balance			Monthly Defaulted Receivables ($)(2)		Net Liquidated Proceeds ($)(3)		Net Losses ($)(4)			Cumulative Net Losses ($)(4)		Cumulative Net Losses (%)(4)			Prepayments (1-Mo. ABS)(5)
	1	Feb-19		122		3,452,930.81		0.27	%		409,601.65		0.00		409,601.65			409,601.65		0.031	%		1.01	%
	2	Mar-19		158		4,201,714.23		0.34	%		535,268.45		158,163.26		377,105.19			786,706.84		0.060	%		1.17	%
	3	Apr-19		190		4,839,554.52		0.41	%		774,252.22		109,671.54		664,580.68			1,451,287.52		0.111	%		1.22	%
	4	May-19		222		5,457,436.69		0.47	%		1,270,414.66		383,315.73		887,098.93			2,338,386.45		0.179	%		1.13	%
	5	Jun-19		285		7,035,833.68		0.63	%		1,270,919.03		402,332.74		868,586.29			3,206,972.74		0.245	%		0.99	%
	6	Jul-19		316		7,813,290.76		0.72	%		1,330,212.97		633,467.31		696,745.66			3,903,718.40		0.299	%		1.25	%
	7	Aug-19		354		8,902,157.18		0.85	%		1,252,960.22		572,706.18		680,254.04			4,583,972.44		0.351	%		1.13	%
	8	Sep-19		350		8,418,734.96		0.83	%		1,189,564.25		655,249.26		534,314.99			5,118,287.43		0.392	%		1.22	%
	9	Oct-19		316		7,175,499.78		0.74	%		1,761,978.72		560,221.07		1,201,757.65			6,320,045.08		0.484	%		1.30	%
	10	Nov-19		384		8,817,616.34		0.94	%		1,005,446.68		520,871.24		484,575.44			6,804,620.52		0.521	%		1.09	%
	11	Dec-19		418		9,227,311.92		1.02	%		1,588,747.10		451,522.37		1,137,224.73			7,941,845.25		0.608	%		1.24	%
	12	Jan-20		423		8,958,237.78		1.03	%		1,398,501.61		854,364.78		544,136.83			8,485,982.08		0.650	%		1.28	%
	13	Feb-20		374		7,760,570.00		0.93	%		1,378,903.73		608,476.21		770,427.52			9,256,409.60		0.709	%		1.11	%
	14	Mar-20		359		7,178,329.50		0.89	%		1,045,809.02		538,029.26		507,779.76			9,764,189.36		0.747	%		1.20	%
	15	Apr-20		293		5,452,890.09		0.70	%		859,347.85		229,989.52		629,358.33			10,393,547.69		0.796	%		1.00	%
	16	May-20		308		5,822,054.36		0.78	%		688,493.20		333,466.35		355,026.85			10,748,574.54		0.823	%		1.08	%
	17	Jun-20		244		4,826,049.82		0.67	%		772,416.28		532,516.05		239,900.23			10,988,474.77		0.841	%		1.32	%
	18	Jul-20		293		5,859,054.62		0.86	%		907,547.23		473,374.64		434,172.59			11,422,647.36		0.874	%		1.28	%
	19	Aug-20		298		5,952,449.34		0.91	%		792,877.44		267,856.52		525,020.92			11,947,668.28		0.915	%		1.30	%
	20	Sep-20		290		5,574,224.83		0.89	%		774,149.45		635,549.83		138,599.62			12,086,267.90		0.925	%		1.34	%
	21	Oct-20		294		5,477,583.34		0.92	%		1,099,450.78		602,373.58		497,077.20			12,583,345.10		0.963	%		1.35	%
	22	Nov-20		325		6,130,171.12		1.09	%		621,461.38		447,017.37		174,444.01			12,757,789.11		0.977	%		1.23	%
	23	Dec-20		364		6,703,820.34		1.25	%		674,807.87		366,261.41		308,546.46			13,066,335.57		1.000	%		1.32	%
	24	Jan-21		286		5,192,378.24		1.02	%		450,824.21		355,505.40		95,318.81			13,161,654.38		1.007	%		1.31	%
	25	Feb-21		284		5,062,475.08		1.05	%		504,003.79		549,471.62		(45,467.83	)		13,116,186.55		1.004	%		1.20	%
	26	Mar-21		199		3,637,793.79		0.80	%		475,588.84		390,299.47		85,289.37			13,201,475.92		1.011	%		1.51	%

B-4

Nissan Auto Receivables Owner Trust 2019-A — (Continued)

Month Count		Month	Total Delinquent (#)		Total Delinquent ($)		Total Delinquent % of End Balance			Monthly Defaulted Receivables ($)(2)		Net Liquidated Proceeds ($)(3)		Net Losses ($)(4)			Cumulative Net Losses ($)(4)		Cumulative Net Losses (%)(4)			Prepayments (1-Mo. ABS)(5)
	27	Apr-21		211		3,454,735.89		0.81	%		425,301.73		518,408.23		(93,106.50	)		13,108,369.42		1.003	%		1.39	%
	28	May-21		237		3,979,604.13		0.99	%		259,344.38		438,396.30		(179,051.92	)		12,929,317.50		0.990	%		1.34	%
	29	Jun-21		243		3,908,739.17		1.04	%		357,134.76		312,937.83		44,196.93			12,973,514.43		0.993	%		1.39	%
	30	Jul-21		270		4,129,208.66		1.17	%		206,557.03		411,553.20		(204,996.17	)		12,768,518.26		0.977	%		1.35	%
	31	Aug-21		250		3,718,592.91		1.12	%		341,853.34		215,831.83		126,021.51			12,894,539.77		0.987	%		1.32	%
	32	Sep-21		231		3,607,615.78		1.16	%		249,524.53		298,423.75		(48,899.22	)		12,845,640.55		0.983	%		1.29	%
	33	Oct-21		250		3,870,822.97		1.33	%		181,056.16		289,028.07		(107,971.91	)		12,737,668.64		0.975	%		1.27	%
	34	Nov-21		231		3,582,912.99		1.32	%		229,916.44		210,440.22		19,476.22			12,757,144.86		0.976	%		1.30	%
	35	Dec-21		253		3,649,484.82		1.44	%		136,097.54		212,981.61		(76,884.07	)		12,680,260.79		0.971	%		1.27	%
	36	Jan-22		243		3,556,616.55		1.50	%		271,613.64		231,052.49		40,561.15			12,720,821.94		0.974	%		1.19	%
	37	Feb-22		219		3,013,358.73		1.37	%		262,222.11		237,885.31		24,336.80			12,745,158.74		0.976	%		1.18	%
	38	Mar-22		203		2,684,502.57		1.32	%		177,459.39		297,196.21		(119,736.82	)		12,625,421.92		0.966	%		1.35	%
	39	Apr-22		189		2,487,846.32		1.33	%		97,404.92		203,661.42		(106,256.50	)		12,519,165.42		0.958	%		1.21	%
	40	May-22		187		2,258,249.81		1.31	%		185,134.40		228,111.55		(42,977.15	)		12,476,188.27		0.955	%		1.25	%
	41	Jun-22		183		2,177,330.45		1.37	%		110,135.79		112,919.96		(2,784.17	)		12,473,404.10		0.955	%		1.20	%
	42	Jul-22		215		2,415,451.62		1.65	%		121,445.39		156,635.56		(35,190.17	)		12,438,213.93		0.952	%		1.18	%
	43	Aug-22		230		2,576,598.66		1.94	%		95,707.87		95,818.99		(111.12	)		12,438,102.81		0.952	%		1.27	%
	44	Sep-22		215		2,312,918.00		1.91	%		135,149.48		137,818.65		(2,669.17	)		12,435,433.64		0.952	%		1.23	%
	45	Oct-22		213		2,141,204.05		1.95	%		92,607.85		166,503.87		(73,896.02	)		12,361,537.62		0.946	%		1.19	%
	46	Nov-22		212		2,141,455.06		2.15	%		87,047.97		123,216.19		(36,168.22	)		12,325,369.40		0.943	%		1.23	%
	47	Dec-22		227		2,274,002.21		2.54	%		96,306.30		120,284.39		(23,978.09	)		12,301,391.31		0.942	%		1.20	%
	48	Jan-23		191		1,798,446.79		2.26	%		114,237.68		143,474.00		(29,236.32	)		12,272,154.99		0.939	%		1.25	%
	49	Feb-23		188		1,668,294.45		2.35	%		64,633.20		101,373.09		(36,739.89	)		12,235,415.10		0.937	%		1.25	%
	50	Mar-23		189		1,665,941.18		2.71	%		44,173.15		105,084.77		(60,911.62	)		12,174,503.48		0.932	%		1.32	%
	51	Apr-23		194		1,672,294.95		0.00	%		47,249.33		125,110.08		(77,860.75	)		12,096,642.73		0.926	%		1.59	%

B-5

Nissan Auto Receivables Owner Trust 2019-B

Historic Pool Performance

Month Count		Month	Beginning Pool Balance ($)		Ending Pool Balance ($)		Pool Factor		31-60 Day Delinquent (#)(1)		31-60 Day Delinquent ($)(1)		61-90 Day Delinquent (#)(1)		61-90 Day Delinquent ($)(1)		91-120+ Day Delinquent (#)(1)		91-120+ Day Delinquent ($)(1)
	1	May-19		1,302,084,171.97		1,261,865,589.04		0.969112		139		3,579,921.11		2		30,636.62		0		0.00
	2	Jun-19		1,261,865,589.04		1,224,995,404.74		0.940796		175		4,306,650.97		32		779,534.51		0		0.00
	3	Jul-19		1,224,995,404.74		1,182,597,375.11		0.908234		191		4,568,196.88		32		759,025.54		12		309,760.32
	4	Aug-19		1,182,597,375.11		1,144,596,133.15		0.879049		245		5,584,914.52		41		1,005,788.47		13		309,799.03
	5	Sep-19		1,144,596,133.15		1,105,967,900.68		0.849383		213		4,957,038.50		64		1,272,054.76		14		344,603.77
	6	Oct-19		1,105,967,900.68		1,067,787,037.22		0.820060		255		5,925,640.56		55		1,114,675.10		20		354,013.50
	7	Nov-19		1,067,787,037.22		1,034,765,487.70		0.794699		268		6,152,721.68		80		1,651,378.94		17		261,477.11
	8	Dec-19		1,034,765,487.70		999,027,073.85		0.767252		322		7,205,311.79		95		1,992,760.26		31		489,090.57
	9	Jan-20		999,027,073.85		963,103,388.71		0.739663		268		6,105,618.34		83		1,766,264.25		41		698,716.50
	10	Feb-20		963,103,388.71		930,986,805.16		0.714997		244		5,401,923.96		85		1,761,082.06		32		568,204.47
	11	Mar-20		930,986,805.16		897,151,277.47		0.689012		270		5,518,646.81		71		1,624,063.15		27		441,073.22
	12	Apr-20		897,151,277.47		867,107,866.31		0.665938		180		3,451,336.43		83		1,451,978.50		30		581,619.10
	13	May-20		867,107,866.31		837,457,558.86		0.643167		190		3,650,621.49		69		1,307,561.79		49		717,652.59
	14	Jun-20		837,457,558.86		804,707,596.33		0.618015		188		3,694,216.07		69		1,311,968.48		47		808,403.22
	15	Jul-20		804,707,596.33		771,118,564.53		0.592219		177		3,329,691.17		66		1,362,530.17		30		533,013.78
	16	Aug-20		771,118,564.53		739,520,145.34		0.567951		199		3,601,550.67		75		1,495,924.42		23		419,899.07
	17	Sep-20		739,520,145.34		707,553,202.62		0.543401		204		3,681,506.64		59		1,035,315.05		26		452,602.28
	18	Oct-20		707,553,202.62		675,151,651.41		0.518516		234		4,321,040.55		60		1,014,269.95		16		207,719.42
	19	Nov-20		675,151,651.41		646,423,199.36		0.496453		227		4,350,967.07		70		1,168,258.06		27		331,594.93
	20	Dec-20		646,423,199.36		616,575,986.77		0.473530		240		4,366,806.47		62		1,196,903.01		29		345,576.55
	21	Jan-21		616,575,986.77		587,892,708.21		0.451501		244		4,609,496.19		69		1,175,106.79		20		300,465.80
	22	Feb-21		587,892,708.21		563,227,818.33		0.432559		221		4,013,639.33		67		1,179,731.98		30		321,732.72
	23	Mar-21		563,227,818.33		531,491,831.73		0.408185		155		2,791,857.75		45		692,048.89		22		354,385.71
	24	Apr-21		531,491,831.73		501,444,375.52		0.385109		152		2,693,561.88		34		507,824.48		15		215,289.35
	25	May-21		501,444,375.52		475,205,099.05		0.364957		183		3,038,147.31		49		811,351.71		12		148,036.40

B-6

Nissan Auto Receivables Owner Trust 2019-B — (Continued)

Month Count		Month	Beginning Pool Balance ($)		Ending Pool Balance ($)		Pool Factor		31-60 Day Delinquent (#)(1)		31-60 Day Delinquent ($)(1)		61-90 Day Delinquent (#)(1)		61-90 Day Delinquent ($)(1)		91-120+ Day Delinquent (#)(1)		91-120+ Day Delinquent ($)(1)
	26	Jun-21		475,205,099.05		447,157,508.46		0.343417		170		3,032,974.97		51		682,090.11		13		180,566.77
	27	Jul-21		447,157,508.46		422,068,950.54		0.324149		224		3,652,352.59		46		742,979.88		19		281,795.86
	28	Aug-21		422,068,950.54		397,610,659.00		0.305365		192		3,118,126.38		53		758,478.27		7		109,226.31
	29	Sep-21		397,610,659.00		375,592,538.42		0.288455		186		2,934,165.69		41		614,859.04		10		139,281.01
	30	Oct-21		375,592,538.42		354,965,752.31		0.272614		216		3,306,525.44		45		656,812.52		12		167,568.16
	31	Nov-21		354,965,752.31		334,214,670.51		0.256677		189		2,965,407.72		40		540,673.31		7		102,519.18
	32	Dec-21		334,214,670.51		313,195,075.68		0.240534		200		2,878,138.98		40		596,506.83		8		128,694.66
	33	Jan-22		313,195,075.68		293,931,966.04		0.225740		183		2,599,359.20		41		600,289.25		16		214,048.63
	34	Feb-22		293,931,966.04		276,221,877.11		0.212138		197		2,671,860.79		42		588,082.16		12		179,510.96
	35	Mar-22		276,221,877.11		256,843,773.56		0.197256		159		2,058,293.11		34		463,522.77		10		119,057.08
	36	Apr-22		256,843,773.56		239,671,601.40		0.184068		164		2,061,373.51		33		390,162.17		13		148,742.90
	37	May-22		239,671,601.40		223,182,977.36		0.171404		172		2,208,449.73		38		588,734.76		10		128,381.63
	38	Jun-22		223,182,977.36		207,858,303.80		0.159635		171		2,107,791.41		34		423,249.47		8		108,376.90
	39	Jul-22		207,858,303.80		193,150,053.36		0.148339		233		2,929,051.96		40		514,220.41		7		66,709.64
	40	Aug-22		193,150,053.36		178,375,487.77		0.136992		188		2,103,428.63		35		457,534.48		8		97,061.55
	41	Sep-22		178,375,487.77		164,790,910.37		0.126559		206		2,193,322.83		37		464,866.75		8		85,512.82
	42	Oct-22		164,790,910.37		151,891,137.74		0.116652		174		1,754,058.47		51		598,064.64		9		92,028.61
	43	Nov-22		151,891,137.74		139,718,028.30		0.107303		164		1,619,869.63		52		600,345.79		11		107,830.49
	44	Dec-22		139,718,028.30		127,678,191.71		0.098057		183		1,772,792.91		38		416,382.78		5		53,068.75
	45	Jan-23		127,678,191.71		116,070,015.92		0.089142		166		1,544,293.45		34		303,299.83		9		87,119.62
	46	Feb-23		116,070,015.92		105,441,724.78		0.080979		149		1,381,189.24		39		372,598.14		6		47,366.13
	47	Mar-23		105,441,724.78		93,696,976.18		0.071959		170		1,488,967.51		21		169,060.88		9		56,778.39
	48	Apr-23		93,696,976.18		83,898,902.75		0.064434		173		1,439,926.22		31		244,404.33		5		24,808.33
	49	May-23		83,898,902.75		73,555,863.89		0.056491		150		1,142,088.75		43		425,785.81		6		54,420.48
	50	Jun-23		73,555,863.89		64,457,971.06		0.049504		135		1,097,761.80		28		242,669.80		8		59,336.23
	51	Jul-23		64,457,971.06		0.00		0.000000		163		1,192,434.21		37		288,089.84		5		28,581.30

B-7

Nissan Auto Receivables Owner Trust 2019-B — (Continued)

Month Count		Month	Total Delinquent (#)		Total Delinquent ($)		Total Delinquent % of End Balance			Monthly Defaulted Receivables ($)(2)		Net Liquidated Proceeds ($)(3)		Net Losses ($)(4)			Cumulative Net Losses ($)(4)		Cumulative Net Losses (%)(4)			Prepayments (1-Mo. ABS)(5)
	1	May-19		141		3,610,557.73		0.29	%		570,583.63		0.00		570,583.63			570,583.63		0.044	%		1.22	%
	2	Jun-19		207		5,086,185.48		0.42	%		963,716.82		175,506.22		788,210.60			1,358,794.23		0.104	%		1.09	%
	3	Jul-19		235		5,636,982.74		0.48	%		1,104,033.27		307,240.40		796,792.87			2,155,587.10		0.166	%		1.42	%
	4	Aug-19		299		6,900,502.02		0.60	%		1,136,283.47		468,276.40		668,007.07			2,823,594.17		0.217	%		1.22	%
	5	Sep-19		291		6,573,697.03		0.59	%		1,202,892.21		492,137.74		710,754.47			3,534,348.64		0.271	%		1.29	%
	6	Oct-19		330		7,394,329.16		0.69	%		1,249,209.75		653,840.65		595,369.10			4,129,717.74		0.317	%		1.29	%
	7	Nov-19		365		8,065,577.73		0.78	%		980,233.50		588,909.47		391,324.03			4,521,041.77		0.347	%		1.02	%
	8	Dec-19		448		9,687,162.62		0.97	%		1,102,868.66		440,893.39		661,975.27			5,183,017.04		0.398	%		1.22	%
	9	Jan-20		392		8,570,599.09		0.89	%		1,598,827.81		525,277.59		1,073,550.22			6,256,567.26		0.481	%		1.26	%
	10	Feb-20		361		7,731,210.49		0.83	%		1,405,566.50		520,602.91		884,963.59			7,141,530.85		0.548	%		1.07	%
	11	Mar-20		368		7,583,783.18		0.85	%		1,107,053.02		463,728.64		643,324.38			7,784,855.23		0.598	%		1.23	%
	12	Apr-20		293		5,484,934.03		0.63	%		854,704.15		306,144.17		548,559.98			8,333,415.21		0.640	%		1.02	%
	13	May-20		308		5,675,835.87		0.68	%		921,378.45		479,084.46		442,293.99			8,775,709.20		0.674	%		1.03	%
	14	Jun-20		304		5,814,587.77		0.72	%		908,873.33		678,750.44		230,122.89			9,005,832.09		0.692	%		1.25	%
	15	Jul-20		273		5,225,235.12		0.68	%		1,154,661.81		492,047.00		662,614.81			9,668,446.90		0.743	%		1.33	%
	16	Aug-20		297		5,517,374.16		0.75	%		987,466.98		481,720.58		505,746.40			10,174,193.30		0.781	%		1.25	%
	17	Sep-20		289		5,169,423.97		0.73	%		1,109,442.63		527,612.29		581,830.34			10,756,023.64		0.826	%		1.31	%
	18	Oct-20		310		5,543,029.92		0.82	%		942,978.18		742,783.46		200,194.72			10,956,218.36		0.841	%		1.37	%
	19	Nov-20		324		5,850,820.06		0.91	%		520,898.09		423,555.21		97,342.88			11,053,561.24		0.849	%		1.20	%
	20	Dec-20		331		5,909,286.03		0.96	%		762,884.94		368,472.22		394,412.72			11,447,973.96		0.879	%		1.32	%
	21	Jan-21		333		6,085,068.78		1.04	%		615,345.14		324,107.53		291,237.61			11,739,211.57		0.902	%		1.30	%
	22	Feb-21		318		5,515,104.03		0.98	%		682,481.52		449,906.04		232,575.48			11,971,787.05		0.919	%		1.08	%
	23	Mar-21		222		3,838,292.35		0.72	%		485,961.42		514,676.32		(28,714.90	)		11,943,072.15		0.917	%		1.50	%
	24	Apr-21		201		3,416,675.71		0.68	%		556,059.67		609,932.97		(53,873.30	)		11,889,198.85		0.913	%		1.47	%
	25	May-21		244		3,997,535.42		0.84	%		324,748.69		270,344.77		54,403.92			11,943,602.77		0.917	%		1.32	%
	26	Jun-21		234		3,895,631.85		0.87	%		430,684.66		395,457.85		35,226.81			11,978,829.58		0.920	%		1.44	%

B-8

Nissan Auto Receivables Owner Trust 2019-B — (Continued)

Month Count		Month	Total Delinquent (#)		Total Delinquent ($)		Total Delinquent % of End Balance			Monthly Defaulted Receivables ($)(2)		Net Liquidated Proceeds ($)(3)		Net Losses ($)(4)			Cumulative Net Losses ($)(4)		Cumulative Net Losses (%)(4)			Prepayments (1-Mo. ABS)(5)
	27	Jul-21		289		4,677,128.33		1.11	%		196,035.25		438,405.88		(242,370.63	)		11,736,458.95		0.901	%		1.33	%
	28	Aug-21		252		3,985,830.96		1.00	%		512,184.39		189,386.23		322,798.16			12,059,257.11		0.926	%		1.34	%
	29	Sep-21		237		3,688,305.74		0.98	%		249,567.37		352,836.09		(103,268.72	)		11,955,988.39		0.918	%		1.23	%
	30	Oct-21		273		4,130,906.12		1.16	%		340,173.88		324,432.77		15,741.11			11,971,729.50		0.919	%		1.20	%
	31	Nov-21		236		3,608,600.21		1.08	%		362,884.41		309,343.36		53,541.05			12,025,270.55		0.924	%		1.25	%
	32	Dec-21		248		3,603,340.47		1.15	%		173,491.38		263,736.81		(90,245.43	)		11,935,025.12		0.917	%		1.30	%
	33	Jan-22		240		3,413,697.08		1.16	%		228,203.93		222,578.98		5,624.95			11,940,650.07		0.917	%		1.23	%
	34	Feb-22		251		3,439,453.91		1.25	%		271,658.54		198,853.90		72,804.64			12,013,454.71		0.923	%		1.15	%
	35	Mar-22		203		2,640,872.96		1.03	%		264,019.00		138,584.18		125,434.82			12,138,889.53		0.932	%		1.31	%
	36	Apr-22		210		2,600,278.58		1.08	%		159,861.97		231,726.80		(71,864.83	)		12,067,024.70		0.927	%		1.20	%
	37	May-22		220		2,925,566.12		1.31	%		180,752.07		203,011.26		(22,259.19	)		12,044,765.51		0.925	%		1.19	%
	38	Jun-22		213		2,639,417.78		1.27	%		217,793.53		177,399.77		40,393.76			12,085,159.27		0.928	%		1.18	%
	39	Jul-22		280		3,509,982.01		1.82	%		271,603.23		177,129.15		94,474.08			12,179,633.35		0.935	%		1.17	%
	40	Aug-22		231		2,658,024.66		1.49	%		77,893.64		144,557.01		(66,663.37	)		12,112,969.98		0.930	%		1.21	%
	41	Sep-22		251		2,743,702.40		1.66	%		127,163.46		172,499.94		(45,336.48	)		12,067,633.50		0.927	%		1.16	%
	42	Oct-22		234		2,444,151.72		1.61	%		148,606.07		230,833.15		(82,227.08	)		11,985,406.42		0.920	%		1.14	%
	43	Nov-22		227		2,328,045.91		1.67	%		167,886.04		107,069.89		60,816.15			12,046,222.57		0.925	%		1.15	%
	44	Dec-22		226		2,242,244.44		1.76	%		178,040.84		204,878.95		(26,838.11	)		12,019,384.46		0.923	%		1.18	%
	45	Jan-23		209		1,934,712.90		1.67	%		63,038.75		89,465.64		(26,426.89	)		11,992,957.57		0.921	%		1.19	%
	46	Feb-23		194		1,801,153.51		1.71	%		107,359.10		81,788.31		25,570.79			12,018,528.36		0.923	%		1.14	%
	47	Mar-23		200		1,714,806.78		1.83	%		98,212.25		116,332.90		(18,120.65	)		12,000,407.71		0.922	%		1.30	%
	48	Apr-23		209		1,709,138.88		2.04	%		87,669.80		122,284.83		(34,615.03	)		11,965,792.68		0.919	%		1.21	%
	49	May-23		199		1,622,295.04		2.21	%		51,355.53		115,871.10		(64,515.57	)		11,901,277.11		0.914	%		1.29	%
	50	Jun-23		171		1,399,767.83		2.17	%		132,523.66		94,134.25		38,389.41			11,939,666.52		0.917	%		1.28	%
	51	Jul-23		205		1,509,105.35		0.00	%		50,032.56		110,139.52		(60,106.96	)		11,879,559.56		0.912	%		1.59	%

B-9

Nissan Auto Receivables Owner Trust 2019-C

Historic Pool Performance

Month Count		Month	Beginning Pool Balance ($)		Ending Pool Balance ($)		Pool Factor		31-60 Day Delinquent (#)(1)		31-60 Day Delinquent ($)(1)		61-90 Day Delinquent (#)(1)		61-90 Day Delinquent ($)(1)		91-120+ Day Delinquent (#)(1)		91-120+ Day Delinquent ($)(1)
	1	Oct-19		1,302,083,876.49		1,262,576,802.71		0.969659		151		4,238,468.50		0		0.00		0		0.00
	2	Nov-19		1,262,576,802.71		1,227,847,783.73		0.942987		175		4,778,370.55		36		918,173.58		0		0.00
	3	Dec-19		1,227,847,783.73		1,190,993,666.34		0.914683		232		5,972,748.63		55		1,436,255.92		16		408,775.27
	4	Jan-20		1,190,993,666.34		1,153,837,381.46		0.886147		211		5,412,672.38		73		1,926,071.28		22		536,683.16
	5	Feb-20		1,153,837,381.46		1,119,970,768.76		0.860137		222		5,868,792.67		64		1,432,619.40		24		626,563.42
	6	Mar-20		1,119,970,768.76		1,083,787,261.41		0.832348		212		5,522,460.34		65		1,530,752.76		28		623,362.62
	7	Apr-20		1,083,787,261.41		1,051,200,609.04		0.807322		139		3,278,107.50		54		1,355,863.56		32		645,740.05
	8	May-20		1,051,200,609.04		1,019,644,335.26		0.783087		168		3,746,760.60		57		1,338,275.39		31		674,616.49
	9	Jun-20		1,019,644,335.26		985,481,300.06		0.756849		161		4,023,572.00		69		1,384,627.63		28		544,022.06
	10	Jul-20		985,481,300.06		950,760,880.26		0.730184		198		4,900,121.31		70		1,779,245.33		36		718,714.77
	11	Aug-20		950,760,880.26		916,009,609.04		0.703495		215		5,403,628.92		86		2,051,284.79		32		714,908.31
	12	Sep-20		916,009,609.04		880,055,449.61		0.675882		239		5,661,316.34		64		1,390,961.60		39		815,123.61
	13	Oct-20		880,055,449.61		845,015,645.10		0.648972		276		6,698,342.08		86		1,796,750.51		19		269,954.84
	14	Nov-20		845,015,645.10		813,635,312.33		0.624872		258		6,133,659.11		85		2,070,572.39		37		578,584.53
	15	Dec-20		813,635,312.33		780,346,227.89		0.599306		266		6,249,763.48		93		2,019,445.03		32		732,994.87
	16	Jan-21		780,346,227.89		748,452,346.00		0.574811		232		5,582,189.57		78		1,650,038.43		34		533,429.02
	17	Feb-21		748,452,346.00		720,853,270.42		0.553615		243		5,890,926.42		73		1,441,759.39		33		558,951.59
	18	Mar-21		720,853,270.42		683,914,490.97		0.525246		184		4,089,879.41		47		984,974.09		24		302,643.47
	19	Apr-21		683,914,490.97		650,453,209.67		0.499548		154		3,390,873.89		55		1,094,571.33		15		175,362.79
	20	May-21		650,453,209.67		617,276,285.22		0.474068		215		4,874,269.56		51		985,602.52		19		221,200.18
	21	Jun-21		617,276,285.22		583,655,975.04		0.448248		197		4,324,398.24		65		1,437,440.46		22		367,414.76
	22	Jul-21		583,655,975.04		552,440,787.38		0.424274		223		4,998,137.50		56		1,232,448.55		22		337,284.30
	23	Aug-21		552,440,787.38		522,664,692.97		0.401406		217		4,749,100.27		54		1,080,085.10		16		220,619.29
	24	Sep-21		522,664,692.97		495,619,034.53		0.380635		217		4,564,807.18		54		1,027,556.41		23		435,306.30
	25	Oct-21		495,619,034.53		470,552,273.61		0.361384		263		5,212,806.79		61		1,329,594.54		14		188,273.31

B-10

Nissan Auto Receivables Owner Trust 2019-C — (Continued)

Month Count		Month	Beginning Pool Balance ($)		Ending Pool Balance ($)		Pool Factor		31-60 Day Delinquent (#)(1)		31-60 Day Delinquent ($)(1)		61-90 Day Delinquent (#)(1)		61-90 Day Delinquent ($)(1)		91-120+ Day Delinquent (#)(1)		91-120+ Day Delinquent ($)(1)
	26	Nov-21		470,552,273.61		445,377,822.93		0.342050		246		4,744,550.07		56		1,156,246.48		14		307,305.96
	27	Dec-21		445,377,822.93		420,290,205.44		0.322783		250		4,934,237.06		64		1,288,107.39		17		378,669.07
	28	Jan-22		420,290,205.44		396,468,120.32		0.304487		236		4,878,547.92		54		907,612.16		20		302,610.50
	29	Feb-22		396,468,120.32		375,929,563.57		0.288714		193		3,667,479.01		44		961,610.81		20		299,778.07
	30	Mar-22		375,929,563.57		352,194,279.32		0.270485		191		3,844,045.95		51		941,706.12		6		161,673.21
	31	Apr-22		352,194,279.32		332,062,499.38		0.255024		190		3,526,809.39		41		823,254.47		18		312,427.39
	32	May-22		332,062,499.38		312,635,661.50		0.240104		180		3,488,692.97		48		828,086.44		12		250,560.87
	33	Jun-22		312,635,661.50		294,025,594.73		0.225812		203		3,597,608.98		36		684,033.82		13		265,770.88
	34	Jul-22		294,025,594.73		277,555,570.20		0.213163		241		4,034,027.91		46		780,711.46		9		150,179.24
	35	Aug-22		277,555,570.20		260,203,503.89		0.199836		217		3,668,210.79		54		877,876.42		11		163,642.54
	36	Sep-22		260,203,503.89		244,448,464.54		0.187736		193		3,355,583.16		42		714,556.74		13		186,871.88
	37	Oct-22		244,448,464.54		229,864,946.53		0.176536		215		3,418,765.20		54		931,497.41		5		87,677.83
	38	Nov-22		229,864,946.53		215,535,331.12		0.165531		192		2,987,090.28		61		1,057,969.48		9		122,193.09
	39	Dec-22		215,535,331.12		201,821,607.69		0.154999		239		3,753,250.39		55		861,520.59		15		249,457.56
	40	Jan-23		201,821,607.69		188,035,757.40		0.144411		181		2,760,614.56		51		785,891.76		9		117,388.33
	41	Feb-23		188,035,757.40		175,170,116.34		0.134531		173		2,555,593.68		32		511,285.43		10		148,080.45
	42	Mar-23		175,170,116.34		161,253,727.81		0.123843		142		2,009,314.59		36		518,983.30		9		116,795.11
	43	Apr-23		161,253,727.81		149,826,185.94		0.115066		186		2,704,625.79		32		466,636.17		9		102,030.75
	44	May-23		149,826,185.94		137,924,073.99		0.105926		173		2,322,949.23		42		577,784.92		9		105,078.01
	45	Jun-23		137,924,073.99		126,771,194.01		0.097360		163		2,216,343.55		37		409,920.09		14		198,472.32
	46	Jul-23		126,771,194.01		115,930,172.30		0.089034		198		2,431,615.94		44		569,158.49		7		56,005.71
	47	Aug-23		115,930,172.30		105,620,177.78		0.081116		214		2,486,016.15		42		530,851.10		8		107,693.05
	48	Sep-23		105,620,177.78		96,168,560.43		0.073857		180		2,034,352.01		52		602,290.52		6		36,755.44
	49	Oct-23		96,168,560.43		86,954,206.99		0.066781		216		2,362,993.70		25		248,622.88		7		73,136.52
	50	Nov-23		86,954,206.99		78,698,080.92		0.060440		219		2,172,405.11		41		395,157.96		8		100,273.95
	51	Dec-23		78,698,080.92		70,853,249.12		0.054415		236		2,331,264.86		50		446,215.44		10		88,555.86
	52	Jan-24		70,853,249.12		0.00		0.000000		192		1,770,148.11		46		505,058.97		19		128,397.04

B-11

Nissan Auto Receivables Owner Trust 2019-C — (Continued)

Month Count		Month	Total Delinquent (#)		Total Delinquent ($)		Total Delinquent % of End Balance			Monthly Defaulted Receivables ($)(2)		Net Liquidated Proceeds ($)(3)		Net Losses ($)(4)			Cumulative Net Losses ($)(4)		Cumulative Net Losses (%)(4)			Prepayments (1-Mo. ABS)(5)
	1	Oct-19		151		4,238,468.50		0.34	%		765,051.59		0.00		765,051.59			765,051.59		0.059	%		1.27	%
	2	Nov-19		211		5,696,544.13		0.46	%		982,390.58		241,214.51		741,176.07			1,506,227.66		0.116	%		1.03	%
	3	Dec-19		303		7,817,779.82		0.66	%		1,048,879.33		287,030.28		761,849.05			2,268,076.71		0.174	%		1.19	%
	4	Jan-20		306		7,875,426.82		0.68	%		1,756,607.15		575,897.69		1,180,709.46			3,448,786.17		0.265	%		1.24	%
	5	Feb-20		310		7,927,975.49		0.71	%		1,788,801.09		548,854.25		1,239,946.84			4,688,733.01		0.360	%		1.07	%
	6	Mar-20		305		7,676,575.72		0.71	%		1,591,441.37		503,264.25		1,088,177.12			5,776,910.13		0.444	%		1.24	%
	7	Apr-20		225		5,279,711.11		0.50	%		1,485,365.52		181,553.44		1,303,812.08			7,080,722.21		0.544	%		1.05	%
	8	May-20		256		5,759,652.48		0.56	%		1,225,116.95		707,397.95		517,719.00			7,598,441.21		0.584	%		1.01	%
	9	Jun-20		258		5,952,221.69		0.60	%		1,071,138.51		1,045,005.04		26,133.47			7,624,574.68		0.586	%		1.22	%
	10	Jul-20		304		7,398,081.41		0.78	%		1,218,828.58		742,426.25		476,402.33			8,100,977.01		0.622	%		1.29	%
	11	Aug-20		333		8,169,822.02		0.89	%		1,584,760.84		580,359.79		1,004,401.05			9,105,378.06		0.699	%		1.32	%
	12	Sep-20		342		7,867,401.55		0.89	%		1,488,477.73		807,048.03		681,429.70			9,786,807.76		0.752	%		1.42	%
	13	Oct-20		381		8,765,047.43		1.04	%		2,032,219.51		881,384.47		1,150,835.04			10,937,642.80		0.840	%		1.41	%
	14	Nov-20		380		8,782,816.03		1.08	%		1,182,248.58		666,169.94		516,078.64			11,453,721.44		0.880	%		1.24	%
	15	Dec-20		391		9,002,203.38		1.15	%		1,157,678.76		796,080.90		361,597.86			11,815,319.30		0.907	%		1.38	%
	16	Jan-21		344		7,765,657.02		1.04	%		1,466,009.79		677,609.12		788,400.67			12,603,719.97		0.968	%		1.34	%
	17	Feb-21		349		7,891,637.40		1.09	%		1,031,647.63		699,475.17		332,172.46			12,935,892.43		0.993	%		1.13	%
	18	Mar-21		255		5,377,496.97		0.79	%		1,232,529.24		982,177.24		250,352.00			13,186,244.43		1.013	%		1.66	%
	19	Apr-21		224		4,660,808.01		0.72	%		1,073,121.05		951,293.62		121,827.43			13,308,071.86		1.022	%		1.55	%
	20	May-21		285		6,081,072.26		0.99	%		508,124.35		735,565.48		(227,441.13	)		13,080,630.73		1.005	%		1.57	%
	21	Jun-21		284		6,129,253.46		1.05	%		421,650.41		795,514.95		(373,864.54	)		12,706,766.19		0.976	%		1.63	%
	22	Jul-21		301		6,567,870.35		1.19	%		767,138.48		400,149.84		366,988.64			13,073,754.83		1.004	%		1.56	%
	23	Aug-21		287		6,049,804.66		1.16	%		837,184.53		564,075.81		273,108.72			13,346,863.55		1.025	%		1.53	%
	24	Sep-21		294		6,027,669.89		1.22	%		479,119.31		661,578.62		(182,459.31	)		13,164,404.24		1.011	%		1.43	%
	25	Oct-21		338		6,730,674.64		1.43	%		697,387.08		379,176.33		318,210.75			13,482,614.99		1.035	%		1.35	%
	26	Nov-21		316		6,208,102.51		1.39	%		369,210.90		415,169.27		(45,958.37	)		13,436,656.62		1.032	%		1.41	%

B-12

Nissan Auto Receivables Owner Trust 2019-C — (Continued)

Month Count		Month	Total Delinquent (#)		Total Delinquent ($)		Total Delinquent % of End Balance			Monthly Defaulted Receivables ($)(2)		Net Liquidated Proceeds ($)(3)		Net Losses ($)(4)			Cumulative Net Losses ($)(4)		Cumulative Net Losses (%)(4)			Prepayments (1-Mo. ABS)(5)
	27	Dec-21		331		6,601,013.52		1.57	%		606,765.78		431,392.41		175,373.37			13,612,029.99		1.045	%		1.44	%
	28	Jan-22		310		6,088,770.58		1.54	%		464,961.50		334,031.44		130,930.06			13,742,960.05		1.055	%		1.41	%
	29	Feb-22		257		4,928,867.89		1.31	%		432,352.34		307,502.49		124,849.85			13,867,809.90		1.065	%		1.25	%
	30	Mar-22		248		4,947,425.28		1.40	%		360,395.30		429,535.23		(69,139.93	)		13,798,669.97		1.060	%		1.47	%
	31	Apr-22		249		4,662,491.25		1.40	%		340,568.50		292,672.23		47,896.27			13,846,566.24		1.063	%		1.30	%
	32	May-22		240		4,567,340.28		1.46	%		315,976.04		362,071.63		(46,095.59	)		13,800,470.65		1.060	%		1.32	%
	33	Jun-22		252		4,547,413.68		1.55	%		432,031.87		267,110.99		164,920.88			13,965,391.53		1.073	%		1.30	%
	34	Jul-22		296		4,964,918.61		1.79	%		345,690.87		323,568.91		22,121.96			13,987,513.49		1.074	%		1.18	%
	35	Aug-22		282		4,709,729.75		1.81	%		271,711.09		354,625.80		(82,914.71	)		13,904,598.78		1.068	%		1.28	%
	36	Sep-22		248		4,257,011.78		1.74	%		376,904.40		287,582.54		89,321.86			13,993,920.64		1.075	%		1.20	%
	37	Oct-22		274		4,437,940.44		1.93	%		311,357.12		319,249.36		(7,892.24	)		13,986,028.40		1.074	%		1.13	%
	38	Nov-22		262		4,167,252.85		1.93	%		272,142.84		140,539.07		131,603.77			14,117,632.17		1.084	%		1.15	%
	39	Dec-22		309		4,864,228.54		2.41	%		286,209.10		166,894.24		119,314.86			14,236,947.03		1.093	%		1.16	%
	40	Jan-23		241		3,663,894.65		1.95	%		446,531.19		173,137.31		273,393.88			14,510,340.91		1.114	%		1.20	%
	41	Feb-23		215		3,214,959.56		1.84	%		222,300.00		305,100.04		(82,800.04	)		14,427,540.87		1.108	%		1.16	%
	42	Mar-23		187		2,645,093.00		1.64	%		157,610.67		266,397.11		(108,786.44	)		14,318,754.43		1.100	%		1.28	%
	43	Apr-23		227		3,273,292.71		2.18	%		200,961.32		166,101.04		34,860.28			14,353,614.71		1.102	%		1.14	%
	44	May-23		224		3,005,812.16		2.18	%		103,570.39		242,302.06		(138,731.67	)		14,214,883.04		1.092	%		1.23	%
	45	Jun-23		214		2,824,735.96		2.23	%		178,385.25		212,204.63		(33,819.38	)		14,181,063.66		1.089	%		1.20	%
	46	Jul-23		249		3,056,780.14		2.64	%		253,135.58		147,996.58		105,139.00			14,286,202.66		1.097	%		1.21	%
	47	Aug-23		264		3,124,560.30		2.96	%		161,458.13		184,562.96		(23,104.83	)		14,263,097.83		1.095	%		1.23	%
	48	Sep-23		238		2,673,397.97		2.78	%		199,110.27		123,796.65		75,313.62			14,338,411.45		1.101	%		1.20	%
	49	Oct-23		248		2,684,753.10		3.09	%		170,238.23		164,414.35		5,823.88			14,344,235.33		1.102	%		1.21	%
	50	Nov-23		268		2,667,837.02		3.39	%		83,765.43		179,229.77		(95,464.34	)		14,248,770.99		1.094	%		1.19	%
	51	Dec-23		296		2,866,036.16		4.05	%		108,678.80		99,410.10		9,268.70			14,258,039.69		1.095	%		1.19	%
	52	Jan-24		257		2,403,604.12		0.00	%		148,665.05		153,589.22		(4,924.17	)		14,253,115.52		1.095	%		1.61	%

B-13

Nissan Auto Receivables Owner Trust 2020-A

Historic Pool Performance

Month Count		Month	Beginning Pool Balance ($)		Ending Pool Balance ($)		Pool Factor		31-60 Day Delinquent (#)(1)		31-60 Day Delinquent ($)(1)		61-90 Day Delinquent (#)(1)		61-90 Day Delinquent ($)(1)		91-120+ Day Delinquent (#)(1)		91-120+ Day Delinquent ($)(1)
	1	Apr-20		1,047,137,850.19		1,018,848,272.44		0.972984		57		1,431,444.91		0		0.00		0		0.00
	2	May-20		1,018,848,272.44		990,720,017.10		0.946122		72		1,641,872.57		16		428,817.90		0		0.00
	3	Jun-20		990,720,017.10		960,813,400.86		0.917562		69		1,530,841.47		17		392,085.80		11		281,414.88
	4	Jul-20		960,813,400.86		930,830,856.74		0.888929		77		1,874,163.30		13		248,370.88		9		168,182.39
	5	Aug-20		930,830,856.74		903,067,953.30		0.862416		80		1,669,022.48		28		571,663.89		5		74,627.79
	6	Sep-20		903,067,953.30		873,324,474.56		0.834011		88		2,002,297.19		25		455,721.24		8		157,463.91
	7	Oct-20		873,324,474.56		843,439,162.43		0.805471		117		2,544,989.21		26		565,681.96		11		176,493.78
	8	Nov-20		843,439,162.43		816,303,302.42		0.779557		109		2,376,466.08		35		674,710.17		17		356,703.17
	9	Dec-20		816,303,302.42		787,448,377.00		0.752001		130		2,551,395.09		30		572,742.22		16		297,689.73
	10	Jan-21		787,448,377.00		760,105,409.05		0.725889		101		2,373,655.09		31		650,460.89		9		72,786.77
	11	Feb-21		760,105,409.05		735,624,427.27		0.702510		103		2,252,477.56		31		664,120.34		9		168,628.72
	12	Mar-21		735,624,427.27		704,463,937.72		0.672752		90		1,772,629.19		18		358,965.57		6		199,649.65
	13	Apr-21		704,463,937.72		675,582,927.16		0.645171		70		1,469,891.02		27		505,752.47		7		141,104.25
	14	May-21		675,582,927.16		647,900,231.21		0.618734		99		1,852,263.94		23		463,284.65		12		264,129.03
	15	Jun-21		647,900,231.21		619,369,666.75		0.591488		76		1,574,298.99		19		314,470.11		7		125,928.12
	16	Jul-21		619,369,666.75		591,357,678.41		0.564737		111		2,243,945.14		19		332,747.10		7		51,123.27
	17	Aug-21		591,357,678.41		564,522,081.34		0.539110		111		2,432,738.13		24		455,893.18		5		62,050.35
	18	Sep-21		564,522,081.34		540,403,420.99		0.516077		86		1,748,511.85		21		344,783.15		8		132,911.63
	19	Oct-21		540,403,420.99		516,747,347.72		0.493486		125		2,381,915.10		27		590,223.41		3		59,256.77
	20	Nov-21		516,747,347.72		493,781,111.52		0.471553		96		1,807,121.84		27		592,663.47		5		69,219.37
	21	Dec-21		493,781,111.52		471,218,319.37		0.450006		109		2,090,445.71		25		486,699.90		7		114,847.95
	22	Jan-22		471,218,319.37		450,359,215.28		0.430086		113		2,200,954.73		20		319,338.32		4		80,832.43
	23	Feb-22		450,359,215.28		430,649,187.26		0.411263		89		1,638,239.70		25		410,955.10		8		126,770.04
	24	Mar-22		430,649,187.26		408,468,954.04		0.390081		89		1,434,378.70		15		397,083.54		5		77,280.95
	25	Apr-22		408,468,954.04		388,653,924.50		0.371158		84		1,415,617.33		19		391,330.38		2		39,164.88

B-14

Nissan Auto Receivables Owner Trust 2020-A — (Continued)

Month Count		Month	Beginning Pool Balance ($)		Ending Pool Balance ($)		Pool Factor		31-60 Day Delinquent (#)(1)		31-60 Day Delinquent ($)(1)		61-90 Day Delinquent (#)(1)		61-90 Day Delinquent ($)(1)		91-120+ Day Delinquent (#)(1)		91-120+ Day Delinquent ($)(1)
	26	May-22		388,653,924.50		368,560,617.62		0.351970		84		1,414,610.51		16		252,806.88		8		115,987.06
	27	Jun-22		368,560,617.62		350,194,068.13		0.334430		92		1,419,188.98		12		298,408.76		6		76,390.02
	28	Jul-22		350,194,068.13		332,633,531.16		0.317660		123		1,880,367.03		17		214,960.15		8		106,960.11
	29	Aug-22		332,633,531.16		315,109,049.91		0.300924		93		1,457,361.56		22		339,257.87		7		58,054.10
	30	Sep-22		315,109,049.91		298,675,814.85		0.285231		106		1,639,342.23		20		325,123.74		6		83,057.71
	31	Oct-22		298,675,814.85		282,998,186.88		0.270259		118		1,622,638.87		23		427,797.62		4		72,171.14
	32	Nov-22		282,998,186.88		268,234,957.09		0.256160		108		1,652,264.43		19		250,447.92		5		117,024.58
	33	Dec-22		268,234,957.09		254,117,810.82		0.242678		125		1,805,649.13		18		278,663.70		4		57,224.29
	34	Jan-23		254,117,810.82		239,743,489.49		0.228951		105		1,540,867.74		19		297,827.96		2		19,998.88
	35	Feb-23		239,743,489.49		226,897,192.34		0.216683		111		1,606,285.34		19		295,408.52		4		36,197.05
	36	Mar-23		226,897,192.34		212,581,046.51		0.203012		89		1,251,858.52		18		327,736.65		5		63,307.22
	37	Apr-23		212,581,046.51		200,337,453.75		0.191319		99		1,253,224.84		19		252,326.32		5		130,284.95
	38	May-23		200,337,453.75		187,114,493.03		0.178691		96		1,243,972.86		20		247,541.14		4		42,793.18
	39	Jun-23		187,114,493.03		174,651,217.95		0.166789		104		1,371,620.60		17		187,458.53		5		69,365.28
	40	Jul-23		174,651,217.95		162,770,457.76		0.155443		129		1,560,214.76		30		375,814.73		1		967.75
	41	Aug-23		162,770,457.76		151,185,390.04		0.144380		127		1,363,184.88		25		328,602.07		4		50,797.51
	42	Sep-23		151,185,390.04		140,437,442.07		0.134116		125		1,211,159.77		34		397,172.89		6		47,653.16
	43	Oct-23		140,437,442.07		129,611,428.08		0.123777		155		1,576,689.17		26		276,503.72		9		88,266.96
	44	Nov-23		129,611,428.08		119,805,777.32		0.114413		142		1,384,290.28		36		405,517.29		7		57,867.17
	45	Dec-23		119,805,777.32		109,965,372.01		0.105015		153		1,361,028.93		24		242,115.49		10		72,273.54
	46	Jan-24		109,965,372.01		100,139,033.46		0.095631		126		1,077,553.94		21		206,595.04		4		60,124.39
	47	Feb-24		100,139,033.46		90,943,366.38		0.086849		109		927,568.75		29		291,334.17		4		32,505.39
	48	Mar-24		90,943,366.38		81,702,157.91		0.078024		148		1,156,307.29		18		166,559.98		6		67,392.45

B-15

Nissan Auto Receivables Owner Trust 2020-A — (Continued)

Month Count		Month	Total Delinquent (#)		Total Delinquent ($)		Total Delinquent % of End Balance			Monthly Defaulted Receivables ($)(2)		Net Liquidated Proceeds ($)(3)		Net Losses ($)(4)			Cumulative Net Losses ($)(4)		Cumulative Net Losses (%)(4)			Prepayments (1-Mo. ABS)(5)
	1	Apr-20		57		1,431,444.91		0.14	%		334,440.59		0.00		334,440.59			334,440.59		0.032	%		0.98	%
	2	May-20		88		2,070,690.47		0.21	%		403,024.27		28,600.00		374,424.27			708,864.86		0.068	%		1.00	%
	3	Jun-20		97		2,204,342.15		0.23	%		334,070.57		362,316.47		(28,245.90	)		680,618.96		0.065	%		1.16	%
	4	Jul-20		99		2,290,716.57		0.25	%		587,832.64		205,432.63		382,400.01			1,063,018.97		0.102	%		1.20	%
	5	Aug-20		113		2,315,314.16		0.26	%		610,643.62		149,208.65		461,434.97			1,524,453.94		0.146	%		1.06	%
	6	Sep-20		121		2,615,482.34		0.30	%		279,825.99		340,546.91		(60,720.92	)		1,463,733.02		0.140	%		1.24	%
	7	Oct-20		154		3,287,164.95		0.39	%		424,127.17		309,075.02		115,052.15			1,578,785.17		0.151	%		1.28	%
	8	Nov-20		161		3,407,879.42		0.42	%		374,832.66		207,421.88		167,410.78			1,746,195.95		0.167	%		1.13	%
	9	Dec-20		176		3,421,827.04		0.43	%		619,744.39		184,913.98		434,830.41			2,181,026.36		0.208	%		1.30	%
	10	Jan-21		141		3,096,902.75		0.41	%		527,244.90		197,822.19		329,422.71			2,510,449.07		0.240	%		1.22	%
	11	Feb-21		143		3,085,226.62		0.42	%		212,005.64		240,164.23		(28,158.59	)		2,482,290.48		0.237	%		1.02	%
	12	Mar-21		114		2,331,244.41		0.33	%		368,452.39		257,710.03		110,742.36			2,593,032.84		0.248	%		1.54	%
	13	Apr-21		104		2,116,747.74		0.31	%		563,086.63		460,564.93		102,521.70			2,695,554.54		0.257	%		1.43	%
	14	May-21		134		2,579,677.62		0.40	%		243,201.27		217,948.70		25,252.57			2,720,807.11		0.260	%		1.39	%
	15	Jun-21		102		2,014,697.22		0.33	%		342,570.76		415,428.81		(72,858.05	)		2,647,949.06		0.253	%		1.48	%
	16	Jul-21		137		2,627,815.51		0.44	%		341,412.00		321,839.79		19,572.21			2,667,521.27		0.255	%		1.49	%
	17	Aug-21		140		2,950,681.66		0.52	%		147,581.67		143,720.87		3,860.80			2,671,382.07		0.255	%		1.45	%
	18	Sep-21		115		2,226,206.63		0.41	%		184,563.55		304,200.93		(119,637.38	)		2,551,744.69		0.244	%		1.32	%
	19	Oct-21		155		3,031,395.28		0.59	%		222,071.03		64,218.09		157,852.94			2,709,597.63		0.259	%		1.33	%
	20	Nov-21		128		2,469,004.68		0.50	%		134,471.13		209,266.34		(74,795.21	)		2,634,802.42		0.252	%		1.31	%
	21	Dec-21		141		2,691,993.56		0.57	%		297,259.48		111,627.48		185,632.00			2,820,434.42		0.269	%		1.32	%
	22	Jan-22		137		2,601,125.48		0.58	%		139,532.96		184,307.84		(44,774.88	)		2,775,659.54		0.265	%		1.22	%
	23	Feb-22		122		2,175,964.84		0.51	%		89,354.93		141,720.72		(52,365.79	)		2,723,293.75		0.260	%		1.16	%
	24	Mar-22		109		1,908,743.19		0.47	%		204,186.72		120,476.66		83,710.06			2,807,003.81		0.268	%		1.39	%
	25	Apr-22		105		1,846,112.59		0.48	%		137,662.83		100,941.19		36,721.64			2,843,725.45		0.272	%		1.25	%
	26	May-22		108		1,783,404.45		0.48	%		56,465.86		130,687.13		(74,221.27	)		2,769,504.18		0.264	%		1.33	%

B-16

Nissan Auto Receivables Owner Trust 2020-A — (Continued)

Month Count		Month	Total Delinquent (#)		Total Delinquent ($)		Total Delinquent % of End Balance			Monthly Defaulted Receivables ($)(2)		Net Liquidated Proceeds ($)(3)		Net Losses ($)(4)			Cumulative Net Losses ($)(4)		Cumulative Net Losses (%)(4)			Prepayments (1-Mo. ABS)(5)
	27	Jun-22		110		1,793,987.76		0.51	%		156,306.41		80,587.85		75,718.56			2,845,222.74		0.272	%		1.24	%
	28	Jul-22		148		2,202,287.29		0.66	%		123,187.77		51,757.40		71,430.37			2,916,653.11		0.279	%		1.20	%
	29	Aug-22		122		1,854,673.53		0.59	%		89,600.09		92,942.70		(3,342.61	)		2,913,310.50		0.278	%		1.24	%
	30	Sep-22		132		2,047,523.68		0.69	%		113,474.06		93,991.91		19,482.15			2,932,792.65		0.280	%		1.18	%
	31	Oct-22		145		2,122,607.63		0.75	%		150,216.40		35,541.32		114,675.08			3,047,467.73		0.291	%		1.14	%
	32	Nov-22		132		2,019,736.93		0.75	%		131,626.91		54,924.97		76,701.94			3,124,169.67		0.298	%		1.09	%
	33	Dec-22		147		2,141,537.12		0.84	%		65,495.57		55,260.48		10,235.09			3,134,404.76		0.299	%		1.05	%
	34	Jan-23		126		1,858,694.58		0.78	%		135,648.34		123,615.03		12,033.31			3,146,438.07		0.300	%		1.15	%
	35	Feb-23		134		1,937,890.91		0.85	%		29,105.00		84,171.08		(55,066.08	)		3,091,371.99		0.295	%		1.02	%
	36	Mar-23		112		1,642,902.39		0.77	%		64,894.14		61,157.19		3,736.95			3,095,108.94		0.296	%		1.22	%
	37	Apr-23		123		1,635,836.11		0.82	%		138,102.30		50,932.05		87,170.25			3,182,279.19		0.304	%		1.03	%
	38	May-23		120		1,534,307.18		0.82	%		128,908.91		151,559.87		(22,650.96	)		3,159,628.23		0.302	%		1.18	%
	39	Jun-23		126		1,628,444.41		0.93	%		65,129.34		105,679.93		(40,550.59	)		3,119,077.64		0.298	%		1.15	%
	40	Jul-23		160		1,936,997.24		1.19	%		72,386.27		107,196.58		(34,810.31	)		3,084,267.33		0.295	%		1.16	%
	41	Aug-23		156		1,742,584.46		1.15	%		57,760.16		60,726.41		(2,966.25	)		3,081,301.08		0.294	%		1.17	%
	42	Sep-23		165		1,655,985.82		1.18	%		129,230.14		39,535.42		89,694.72			3,170,995.80		0.303	%		1.12	%
	43	Oct-23		190		1,941,459.85		1.50	%		79,089.76		60,279.72		18,810.04			3,189,805.84		0.305	%		1.17	%
	44	Nov-23		185		1,847,674.74		1.54	%		139,773.61		87,262.65		52,510.96			3,242,316.80		0.310	%		1.09	%
	45	Dec-23		187		1,675,417.96		1.52	%		225,218.28		36,367.32		188,850.96			3,431,167.76		0.328	%		1.18	%
	46	Jan-24		151		1,344,273.37		1.34	%		141,812.49		95,785.43		46,027.06			3,477,194.82		0.332	%		1.22	%
	47	Feb-24		142		1,251,408.31		1.38	%		82,515.78		79,701.60		2,814.18			3,480,009.00		0.332	%		1.20	%
	48	Mar-24		172		1,390,259.72		1.70	%		75,075.25		113,844.28		(38,769.03	)		3,441,239.97		0.329	%		1.25	%

B-17

Nissan Auto Receivables Owner Trust 2020-B

Historic Pool Performance

Month Count		Month	Beginning Pool Balance ($)		Ending Pool Balance ($)		Pool Factor		31-60 Day Delinquent (#)(1)		31-60 Day Delinquent ($)(1)		61-90 Day Delinquent (#)(1)		61-90 Day Delinquent ($)(1)		91-120+ Day Delinquent (#)(1)		91-120+ Day Delinquent ($)(1)
	1	Jun-20		1,361,260,676.66		1,308,780,249.99		0.961447		70		1,358,734.27		0		0.00		0		0.00
	2	Jul-20		1,308,780,249.99		1,255,906,956.53		0.922606		66		1,057,453.74		16		319,657.72		0		0.00
	3	Aug-20		1,255,906,956.53		1,206,498,360.60		0.886310		91		1,495,573.79		20		293,151.97		5		81,753.35
	4	Sep-20		1,206,498,360.60		1,157,632,901.48		0.850412		103		1,689,842.26		22		392,589.93		10		142,043.97
	5	Oct-20		1,157,632,901.48		1,109,401,894.99		0.814981		120		2,008,724.85		31		536,431.96		14		216,160.90
	6	Nov-20		1,109,401,894.99		1,065,578,351.65		0.782788		125		2,184,204.87		29		449,213.86		9		84,573.97
	7	Dec-20		1,065,578,351.65		1,019,965,392.94		0.749280		137		2,181,068.54		29		445,884.23		18		284,316.46
	8	Jan-21		1,019,965,392.94		976,609,878.49		0.717430		126		2,220,301.47		43		617,874.44		13		168,789.29
	9	Feb-21		976,609,878.49		936,733,412.41		0.688137		130		2,191,512.18		36		624,333.12		15		151,023.75
	10	Mar-21		936,733,412.41		886,760,034.24		0.651426		101		1,501,373.78		22		359,943.90		12		152,034.47
	11	Apr-21		886,760,034.24		841,251,902.76		0.617995		92		1,157,992.61		23		223,807.15		8		60,284.38
	12	May-21		841,251,902.76		799,937,581.97		0.587645		120		1,672,879.03		27		367,531.95		9		72,996.80
	13	Jun-21		799,937,581.97		756,968,312.12		0.556079		129		1,883,677.79		32		478,324.34		10		81,501.71
	14	Jul-21		756,968,312.12		717,461,122.85		0.527056		148		2,062,012.41		27		396,642.14		8		101,047.95
	15	Aug-21		717,461,122.85		679,238,256.81		0.498977		154		2,181,805.72		36		493,487.36		7		42,983.58
	16	Sep-21		679,238,256.81		644,181,813.95		0.473224		117		1,617,480.11		34		436,881.86		16		167,443.36
	17	Oct-21		644,181,813.95		611,851,477.44		0.449474		169		2,460,539.98		23		324,111.79		14		167,852.46
	18	Nov-21		611,851,477.44		579,836,711.06		0.425956		137		1,930,193.30		36		501,348.50		7		67,535.13
	19	Dec-21		579,836,711.06		547,630,282.60		0.402296		160		2,239,719.84		37		528,502.48		14		192,180.16
	20	Jan-22		547,630,282.60		516,632,776.30		0.379525		139		1,871,882.24		36		488,368.29		16		252,793.91
	21	Feb-22		516,632,776.30		487,728,048.87		0.358291		118		1,633,971.32		28		362,148.14		16		140,836.55
	22	Mar-22		487,728,048.87		456,033,184.13		0.335008		125		1,655,947.70		22		333,434.58		6		105,724.49
	23	Apr-22		456,033,184.13		429,280,293.68		0.315355		132		1,675,919.62		21		348,584.18		9		154,528.07
	24	May-22		429,280,293.68		402,192,944.03		0.295456		137		1,763,087.18		24		256,293.97		5		117,101.90
	25	Jun-22		402,192,944.03		377,660,287.06		0.277434		120		1,394,457.90		23		341,277.46		5		54,025.78

B-18

Nissan Auto Receivables Owner Trust 2020-B — (Continued)

Month Count		Month	Beginning Pool Balance ($)		Ending Pool Balance ($)		Pool Factor		31-60 Day Delinquent (#)(1)		31-60 Day Delinquent ($)(1)		61-90 Day Delinquent (#)(1)		61-90 Day Delinquent ($)(1)		91-120+ Day Delinquent (#)(1)		91-120+ Day Delinquent ($)(1)
	26	Jul-22		377,660,287.06		354,692,530.97		0.260562		169		1,986,915.54		29		297,026.34		11		197,366.06
	27	Aug-22		354,692,530.97		330,700,274.35		0.242937		135		1,450,895.63		35		425,687.03		9		130,544.60
	28	Sep-22		330,700,274.35		309,483,403.26		0.227351		130		1,468,728.00		30		333,614.93		9		95,578.91
	29	Oct-22		309,483,403.26		289,667,448.67		0.212794		155		1,769,102.33		29		267,721.94		8		91,877.96
	30	Nov-22		289,667,448.67		271,069,072.34		0.199131		153		1,735,925.55		26		262,350.71		5		52,299.84
	31	Dec-22		271,069,072.34		252,784,473.87		0.185699		144		1,551,669.31		27		340,760.82		8		65,746.80
	32	Jan-23		252,784,473.87		234,461,087.72		0.172238		112		1,154,191.62		33		364,259.24		2		6,885.67
	33	Feb-23		234,461,087.72		218,060,738.27		0.160190		108		1,122,914.10		24		261,940.43		7		63,486.49
	34	Mar-23		218,060,738.27		200,254,136.27		0.147109		114		1,120,916.12		19		201,178.27		9		79,539.00
	35	Apr-23		200,254,136.27		185,784,602.59		0.136480		132		1,135,103.61		28		384,801.07		6		37,076.43
	36	May-23		185,784,602.59		170,310,800.39		0.125113		119		1,090,667.21		22		153,721.57		7		120,034.24
	37	Jun-23		170,310,800.39		156,191,503.35		0.114740		114		950,092.18		21		256,324.57		8		53,391.14
	38	Jul-23		156,191,503.35		142,885,622.07		0.104966		128		1,126,271.18		36		359,773.37		4		74,878.77
	39	Aug-23		142,885,622.07		130,966,866.06		0.096210		143		1,158,153.99		27		265,066.02		10		88,069.03
	40	Sep-23		130,966,866.06		120,182,799.06		0.088288		138		1,054,017.65		36		246,810.22		11		102,718.23
	41	Oct-23		120,182,799.06		110,115,953.41		0.080893		140		1,084,469.34		32		221,009.90		8		49,708.07
	42	Nov-23		110,115,953.41		101,315,808.18		0.074428		140		937,503.54		35		221,342.17		12		86,047.30
	43	Dec-23		101,315,808.18		92,630,185.04		0.068047		140		1,034,080.27		37		226,979.71		10		72,445.30
	44	Jan-24		92,630,185.04		83,888,939.62		0.061626		109		826,430.58		35		173,973.83		15		78,985.76
	45	Feb-24		83,888,939.62		76,242,748.71		0.056009		126		886,825.85		19		111,214.16		15		78,609.71
	46	Mar-24		76,242,748.71		68,519,461.17		0.050335		135		994,252.87		26		129,029.98		5		24,438.86

B-19

Nissan Auto Receivables Owner Trust 2020-B — (Continued)

Month Count		Month	Total Delinquent (#)	Total Delinquent ($)	Total Delinquent % of End Balance	Monthly Defaulted Receivables ($)(2)		Net Liquidated Proceeds ($)(3)		Net Losses ($)(4)			Cumulative Net Losses ($)(4)		Cumulative Net Losses (%)(4)			Prepayments (1-Mo. ABS)(5)
	1	Jun-20	70	1,358,734.27	0.10%		79,183.10		0.00		79,183.10			79,183.10		0.006	%	1.42%
	2	Jul-20	82	1,377,111.46	0.11%		280,283.90		13,223.34		267,060.56			346,243.66		0.025	%	1.47%
	3	Aug-20	116	1,870,479.11	0.16%		152,314.38		145,699.51		6,614.87			352,858.53		0.026	%	1.39%
	4	Sep-20	135	2,224,476.16	0.19%		325,413.96		149,307.60		176,106.36			528,964.89		0.039	%	1.41%
	5	Oct-20	165	2,761,317.71	0.25%		601,089.51		116,123.42		484,966.09			1,013,930.98		0.074	%	1.42%
	6	Nov-20	163	2,717,992.70	0.26%		503,430.09		261,873.02		241,557.07			1,255,488.05		0.092	%	1.28%
	7	Dec-20	184	2,911,269.23	0.29%		246,119.88		322,690.57		(76,570.69	)		1,178,917.36		0.087	%	1.39%
	8	Jan-21	182	3,006,965.20	0.31%		458,427.92		227,821.53		230,606.39			1,409,523.75		0.104	%	1.36%
	9	Feb-21	181	2,966,869.05	0.32%		235,854.35		157,493.15		78,361.20			1,487,884.95		0.109	%	1.24%
	10	Mar-21	135	2,013,352.15	0.23%		527,192.16		323,564.09		203,628.07			1,691,513.02		0.124	%	1.66%
	11	Apr-21	123	1,442,084.14	0.17%		221,550.12		220,487.41		1,062.71			1,692,575.73		0.124	%	1.55%
	12	May-21	156	2,113,407.78	0.26%		247,368.71		258,949.09		(11,580.38	)		1,680,995.35		0.123	%	1.46%
	13	Jun-21	171	2,443,503.84	0.32%		181,772.05		265,898.75		(84,126.70	)		1,596,868.65		0.117	%	1.56%
	14	Jul-21	183	2,559,702.50	0.36%		223,107.26		86,811.27		136,295.99			1,733,164.64		0.127	%	1.47%
	15	Aug-21	197	2,718,276.66	0.40%		240,628.93		150,140.19		90,488.74			1,823,653.38		0.134	%	1.46%
	16	Sep-21	167	2,221,805.33	0.34%		117,125.71		222,451.57		(105,325.86	)		1,718,327.52		0.126	%	1.39%
	17	Oct-21	206	2,952,504.23	0.48%		211,335.21		78,757.04		132,578.17			1,850,905.69		0.136	%	1.31%
	18	Nov-21	180	2,499,076.93	0.43%		140,717.69		63,510.45		77,207.24			1,928,112.93		0.142	%	1.34%
	19	Dec-21	211	2,960,402.48	0.54%		99,219.00		185,349.06		(86,130.06	)		1,841,982.87		0.135	%	1.38%
	20	Jan-22	191	2,613,044.44	0.51%		179,578.19		103,725.82		75,852.37			1,917,835.24		0.141	%	1.39%
	21	Feb-22	162	2,136,956.01	0.44%		225,897.39		82,048.52		143,848.87			2,061,684.11		0.151	%	1.33%
	22	Mar-22	153	2,095,106.77	0.46%		156,986.31		132,949.59		24,036.72			2,085,720.83		0.153	%	1.48%
	23	Apr-22	162	2,179,031.87	0.51%		170,012.13		188,265.03		(18,252.90	)		2,067,467.93		0.152	%	1.32%
	24	May-22	166	2,136,483.05	0.53%		102,845.65		104,436.24		(1,590.59	)		2,065,877.34		0.152	%	1.39%
	25	Jun-22	148	1,789,761.14	0.47%		83,699.81		142,835.75		(59,135.94	)		2,006,741.40		0.147	%	1.31%
	26	Jul-22	209	2,481,307.94	0.70%		82,838.93		85,582.57		(2,743.64	)		2,003,997.76		0.147	%	1.27%

B-20

Nissan Auto Receivables Owner Trust 2020-B — (Continued)

Month Count		Month	Total Delinquent (#)	Total Delinquent ($)	Total Delinquent % of End Balance	Monthly Defaulted Receivables ($)(2)		Net Liquidated Proceeds ($)(3)		Net Losses ($)(4)			Cumulative Net Losses ($)(4)		Cumulative Net Losses (%)(4)			Prepayments (1-Mo. ABS)(5)
	27	Aug-22	179	2,007,127.26	0.61%		122,228.57		66,934.83		55,293.74			2,059,291.50		0.151	%	1.37%
	28	Sep-22	169	1,897,921.84	0.61%		210,455.27		60,299.63		150,155.64			2,209,447.14		0.162	%	1.27%
	29	Oct-22	192	2,128,702.23	0.73%		143,841.16		41,007.90		102,833.26			2,312,280.40		0.170	%	1.23%
	30	Nov-22	184	2,050,576.10	0.76%		112,185.41		94,431.36		17,754.05			2,330,034.45		0.171	%	1.22%
	31	Dec-22	179	1,958,176.93	0.77%		95,175.04		98,839.07		(3,664.03	)		2,326,370.42		0.171	%	1.24%
	32	Jan-23	147	1,525,336.53	0.65%		95,783.12		120,163.32		(24,380.20	)		2,301,990.22		0.169	%	1.29%
	33	Feb-23	139	1,448,341.02	0.66%		66,528.44		30,232.12		36,296.32			2,338,286.54		0.172	%	1.22%
	34	Mar-23	142	1,401,633.39	0.70%		62,731.33		117,197.69		(54,466.36	)		2,283,820.18		0.168	%	1.34%
	35	Apr-23	166	1,556,981.11	0.84%		100,786.89		59,968.96		40,817.93			2,324,638.11		0.171	%	1.20%
	36	May-23	148	1,364,423.02	0.80%		99,874.71		66,254.28		33,620.43			2,358,258.54		0.173	%	1.31%
	37	Jun-23	143	1,259,807.89	0.81%		109,228.57		71,288.02		37,940.55			2,396,199.09		0.176	%	1.27%
	38	Jul-23	168	1,560,923.32	1.09%		49,344.28		100,458.28		(51,114.00	)		2,345,085.09		0.172	%	1.28%
	39	Aug-23	180	1,511,289.04	1.15%		78,706.12		108,517.35		(29,811.23	)		2,315,273.86		0.170	%	1.23%
	40	Sep-23	185	1,403,546.10	1.17%		121,277.25		62,484.98		58,792.27			2,374,066.13		0.174	%	1.20%
	41	Oct-23	180	1,355,187.31	1.23%		128,898.39		32,020.27		96,878.12			2,470,944.25		0.182	%	1.18%
	42	Nov-23	187	1,244,893.01	1.23%		68,268.78		85,053.05		(16,784.27	)		2,454,159.98		0.180	%	1.11%
	43	Dec-23	187	1,333,505.28	1.44%		53,689.96		57,762.45		(4,072.49	)		2,450,087.49		0.180	%	1.15%
	44	Jan-24	159	1,079,390.17	1.29%		114,764.52		81,240.65		33,523.87			2,483,611.36		0.182	%	1.19%
	45	Feb-24	160	1,076,649.72	1.41%		43,021.74		37,803.61		5,218.13			2,488,829.49		0.183	%	1.15%
	46	Mar-24	166	1,147,721.71	1.68%		58,163.99		74,983.29		(16,819.30	)		2,472,010.19		0.182	%	1.19%

B-21

Nissan Auto Receivables Owner Trust 2021-A

Historic Pool Performance

Month Count		Month	Beginning Pool Balance ($)		Ending Pool Balance ($)		Pool Factor		31-60 Day Delinquent (#)(1)		31-60 Day Delinquent ($)(1)		61-90 Day Delinquent (#)(1)		61-90 Day Delinquent ($)(1)		91-120+ Day Delinquent (#)(1)		91-120+ Day Delinquent ($)(1)
	1	Jun-21		1,041,666,668.49		1,008,775,845.80		0.968425		34		750,212.07		0		0.00		0		0.00
	2	Jul-21		1,008,775,845.80		976,812,568.66		0.937740		63		1,387,645.05		7		113,644.93		0		0.00
	3	Aug-21		976,812,568.66		944,600,868.63		0.906817		79		1,682,587.31		10		175,137.74		3		30,707.15
	4	Sep-21		944,600,868.63		914,859,951.92		0.878266		62		1,484,949.86		14		265,568.61		4		58,114.42
	5	Oct-21		914,859,951.92		884,998,142.16		0.849598		96		2,230,516.17		17		450,444.46		8		162,718.05
	6	Nov-21		884,998,142.16		854,395,216.82		0.820219		59		1,309,167.93		20		395,565.31		9		175,313.92
	7	Dec-21		854,395,216.82		823,504,452.55		0.790564		81		1,817,607.50		15		328,692.21		7		123,199.74
	8	Jan-22		823,504,452.55		794,979,513.00		0.763180		87		1,879,412.34		20		449,175.44		6		134,430.32
	9	Feb-22		794,979,513.00		768,873,647.57		0.738119		77		1,747,765.87		16		283,321.19		3		77,761.85
	10	Mar-22		768,873,647.57		739,267,946.51		0.709697		72		1,595,031.06		12		290,104.11		1		19,962.67
	11	Apr-22		739,267,946.51		712,336,086.77		0.683843		85		1,771,748.67		16		381,081.07		2		60,550.89
	12	May-22		712,336,086.77		686,646,198.46		0.659180		88		1,787,651.46		20		465,926.90		4		82,647.47
	13	Jun-22		686,646,198.46		661,237,043.65		0.634788		72		1,482,778.92		25		490,358.06		7		162,687.67
	14	Jul-22		661,237,043.65		638,362,612.62		0.612828		118		2,430,705.73		17		314,774.75		10		189,964.69
	15	Aug-22		638,362,612.62		613,394,240.89		0.588858		86		1,723,538.53		22		478,478.54		6		115,992.14
	16	Sep-22		613,394,240.89		590,290,764.91		0.566679		84		1,670,547.33		18		385,576.65		3		93,166.18
	17	Oct-22		590,290,764.91		568,016,255.25		0.545296		111		2,220,396.35		20		480,330.54		4		107,170.73
	18	Nov-22		568,016,255.25		547,349,895.09		0.525456		116		2,241,775.44		24		517,853.69		5		165,051.23
	19	Dec-22		547,349,895.09		527,184,134.61		0.506097		126		2,411,696.58		29		588,688.26		5		109,099.68
	20	Jan-23		527,184,134.61		506,322,866.58		0.486070		98		1,809,441.52		34		659,088.12		10		167,917.29
	21	Feb-23		506,322,866.58		486,668,302.34		0.467202		107		1,963,842.93		25		451,415.22		5		104,240.75
	22	Mar-23		486,668,302.34		464,887,704.74		0.446292		98		1,690,637.86		18		361,361.86		5		81,587.21
	23	Apr-23		464,887,704.74		446,168,125.04		0.428321		101		1,853,833.16		21		382,206.22		5		89,962.66
	24	May-23		446,168,125.04		425,528,085.27		0.408507		103		1,828,445.20		19		334,119.12		7		92,727.30
	25	Jun-23		425,528,085.27		405,525,409.63		0.389304		91		1,535,645.42		29		484,536.31		5		78,394.59

B-22

Nissan Auto Receivables Owner Trust 2021-A — (Continued)

Month Count		Month	Beginning Pool Balance ($)		Ending Pool Balance ($)		Pool Factor		31-60 Day Delinquent (#)(1)		31-60 Day Delinquent ($)(1)		61-90 Day Delinquent (#)(1)		61-90 Day Delinquent ($)(1)		91-120+ Day Delinquent (#)(1)		91-120+ Day Delinquent ($)(1)
	26	Jul-23		405,525,409.63		386,671,706.02		0.371205		145		2,429,825.14		18		315,138.63		9		163,207.03
	27	Aug-23		386,671,706.02		367,884,593.80		0.353169		131		2,147,887.72		29		505,493.29		4		48,952.31
	28	Sep-23		367,884,593.80		350,847,400.52		0.336814		128		2,033,281.62		36		542,609.00		12		229,173.86
	29	Oct-23		350,847,400.52		333,584,547.24		0.320241		151		2,239,436.17		25		417,510.78		8		136,297.60
	30	Nov-23		333,584,547.24		317,762,827.63		0.305052		160		2,408,944.22		28		428,732.97		10		185,868.78
	31	Dec-23		317,762,827.63		302,036,700.04		0.289955		148		2,145,098.28		31		467,924.87		10		109,280.20
	32	Jan-24		302,036,700.04		285,666,654.89		0.274240		125		1,780,527.71		27		359,967.52		6		95,196.79
	33	Feb-24		285,666,654.89		271,115,238.09		0.260271		144		1,992,556.40		16		260,599.28		6		69,242.77
	34	Mar-24		271,115,238.09		255,286,986.98		0.245076		154		1,992,301.68		29		411,205.03		10		155,679.70

Month Count		Month	Total Delinquent (#)		Total Delinquent ($)		Total Delinquent % of End Balance			Monthly Defaulted Receivables ($)(2)		Net Liquidated Proceeds ($)(3)		Net Losses ($)(4)			Cumulative Net Losses ($)(4)		Cumulative Net Losses (%)(4)			Prepayments (1-Mo. ABS)(5)
	1	Jun-21		34		750,212.07		0.07	%		16,163.45		0.00		16,163.45			16,163.45		0.002	%		1.26	%
	2	Jul-21		70		1,501,289.98		0.15	%		201,477.13		0.00		201,477.13			217,640.58		0.021	%		1.23	%
	3	Aug-21		92		1,888,432.20		0.20	%		195,368.32		53,734.45		141,633.87			359,274.45		0.034	%		1.28	%
	4	Sep-21		80		1,808,632.89		0.20	%		135,275.26		148,548.80		(13,273.54	)		346,000.91		0.033	%		1.14	%
	5	Oct-21		121		2,843,678.68		0.32	%		136,750.80		107,155.04		29,595.76			375,596.67		0.036	%		1.18	%
	6	Nov-21		88		1,880,047.16		0.22	%		293,118.34		82,951.89		210,166.45			585,763.12		0.056	%		1.27	%
	7	Dec-21		103		2,269,499.45		0.28	%		310,095.27		102,384.35		207,710.92			793,474.04		0.076	%		1.35	%
	8	Jan-22		113		2,463,018.10		0.31	%		166,171.77		135,862.38		30,309.39			823,783.43		0.079	%		1.22	%
	9	Feb-22		96		2,108,848.91		0.27	%		446,183.54		136,832.36		309,351.18			1,133,134.61		0.109	%		1.06	%
	10	Mar-22		85		1,905,097.84		0.26	%		120,754.81		295,573.07		(174,818.26	)		958,316.35		0.092	%		1.36	%
	11	Apr-22		103		2,213,380.63		0.31	%		151,885.30		236,805.28		(84,919.98	)		873,396.37		0.084	%		1.20	%
	12	May-22		112		2,336,225.83		0.34	%		128,961.00		82,099.87		46,861.13			920,257.50		0.088	%		1.14	%
	13	Jun-22		104		2,135,824.65		0.32	%		148,943.85		63,093.47		85,850.38			1,006,107.88		0.097	%		1.16	%
	14	Jul-22		145		2,935,445.17		0.46	%		257,783.63		154,793.54		102,990.09			1,109,097.97		0.106	%		0.98	%

B-23

Nissan Auto Receivables Owner Trust 2021-A — (Continued)

Month Count		Month	Total Delinquent (#)		Total Delinquent ($)		Total Delinquent % of End Balance			Monthly Defaulted Receivables ($)(2)		Net Liquidated Proceeds ($)(3)		Net Losses ($)(4)			Cumulative Net Losses ($)(4)		Cumulative Net Losses (%)(4)			Prepayments (1-Mo. ABS)(5)
	15	Aug-22		114		2,318,009.21		0.38	%		186,282.81		70,177.26		116,105.55			1,225,203.52		0.118	%		1.19	%
	16	Sep-22		105		2,149,290.16		0.36	%		167,772.63		129,754.22		38,018.41			1,263,221.93		0.121	%		1.07	%
	17	Oct-22		135		2,807,897.62		0.49	%		151,427.71		120,976.96		30,450.75			1,293,672.68		0.124	%		1.03	%
	18	Nov-22		145		2,924,680.36		0.53	%		144,472.00		109,634.17		34,837.83			1,328,510.51		0.128	%		0.95	%
	19	Dec-22		160		3,109,484.52		0.59	%		267,595.56		58,826.46		208,769.10			1,537,279.61		0.148	%		0.93	%
	20	Jan-23		142		2,636,446.93		0.52	%		180,394.74		171,164.27		9,230.47			1,546,510.08		0.148	%		1.03	%
	21	Feb-23		137		2,519,498.90		0.52	%		289,544.04		54,298.71		235,245.33			1,781,755.41		0.171	%		0.95	%
	22	Mar-23		121		2,133,586.93		0.46	%		242,893.91		152,265.00		90,628.91			1,872,384.32		0.180	%		1.17	%
	23	Apr-23		127		2,326,002.04		0.52	%		134,254.16		151,743.18		(17,489.02	)		1,854,895.30		0.178	%		0.93	%
	24	May-23		129		2,255,291.62		0.53	%		190,474.72		185,573.20		4,901.52			1,859,796.82		0.179	%		1.15	%
	25	Jun-23		125		2,098,576.32		0.52	%		155,645.07		111,756.20		43,888.87			1,903,685.69		0.183	%		1.13	%
	26	Jul-23		172		2,908,170.80		0.75	%		186,529.89		118,315.00		68,214.89			1,971,900.58		0.189	%		1.07	%
	27	Aug-23		164		2,702,333.32		0.73	%		245,442.32		133,852.98		111,589.34			2,083,489.92		0.200	%		1.13	%
	28	Sep-23		176		2,805,064.48		0.80	%		89,815.67		68,683.54		21,132.13			2,104,622.05		0.202	%		1.00	%
	29	Oct-23		184		2,793,244.55		0.84	%		296,664.86		98,923.83		197,741.03			2,302,363.08		0.221	%		1.06	%
	30	Nov-23		198		3,023,545.97		0.95	%		172,268.07		107,091.78		65,176.29			2,367,539.37		0.227	%		0.94	%
	31	Dec-23		189		2,722,303.35		0.90	%		203,596.62		93,375.61		110,221.01			2,477,760.38		0.238	%		0.97	%
	32	Jan-24		158		2,235,692.02		0.78	%		124,245.03		117,494.70		6,750.33			2,484,510.71		0.239	%		1.08	%
	33	Feb-24		166		2,322,398.45		0.86	%		82,236.00		117,288.07		(35,052.07	)		2,449,458.64		0.235	%		0.91	%
	34	Mar-24		193		2,559,186.41		1.00	%		106,524.29		79,027.95		27,496.34			2,476,954.98		0.238	%		1.14	%

B-24

Nissan Auto Receivables Owner Trust 2022-A

Historic Pool Performance

Month Count		Month	Beginning Pool Balance ($)		Ending Pool Balance ($)		Pool Factor		31-60 Day Delinquent (#)(1)		31-60 Day Delinquent ($)(1)		61-90 Day Delinquent (#)(1)		61-90 Day Delinquent ($)(1)		91-120+ Day Delinquent (#)(1)		91-120+ Day Delinquent ($)(1)
	1	Feb-22		1,041,666,667.78		1,011,751,261.86		0.971281		35		660,474.74		0		0.00		0		0.00
	2	Mar-22		1,011,751,261.86		977,816,336.65		0.938704		36		944,562.68		0		0.00		0		0.00
	3	Apr-22		977,816,336.65		947,206,037.65		0.909318		35		726,896.84		8		246,851.84		0		0.00
	4	May-22		947,206,037.65		916,358,763.63		0.879704		50		1,006,706.88		12		296,007.05		1		59,449.97
	5	Jun-22		916,358,763.63		887,114,887.96		0.851630		57		1,189,903.45		14		291,941.51		2		40,735.91
	6	Jul-22		887,114,887.96		858,589,998.62		0.824246		64		1,430,041.15		9		209,099.73		10		171,075.90
	7	Aug-22		858,589,998.62		829,376,695.66		0.796202		54		1,293,156.88		14		262,188.27		6		119,621.33
	8	Sep-22		829,376,695.66		802,174,530.89		0.770088		52		1,065,202.03		6		158,298.76		5		113,504.18
	9	Oct-22		802,174,530.89		776,766,800.75		0.745696		72		1,479,290.94		13		245,464.30		2		59,553.10
	10	Nov-22		776,766,800.75		752,642,143.63		0.722536		85		1,813,212.69		16		339,419.87		3		5,753.03
	11	Dec-22		752,642,143.63		729,174,327.68		0.700007		84		1,823,133.44		13		294,441.47		2		25,386.55
	12	Jan-23		729,174,327.68		704,974,622.17		0.676776		70		1,517,779.26		20		469,116.11		4		53,364.66
	13	Feb-23		704,974,622.17		681,791,982.61		0.654520		74		1,534,715.74		11		255,227.47		3		20,703.00
	14	Mar-23		681,791,982.61		656,224,521.07		0.629976		71		1,532,539.35		10		191,391.16		1		42,363.84
	15	Apr-23		656,224,521.07		633,902,925.46		0.608547		73		1,447,032.11		14		297,054.57		4		79,838.19
	16	May-23		633,902,925.46		609,709,203.03		0.585321		70		1,364,061.75		16		215,994.67		11		147,856.06
	17	Jun-23		609,709,203.03		585,348,506.83		0.561935		75		1,550,214.73		11		200,217.92		7		52,541.24
	18	Jul-23		585,348,506.83		563,471,551.40		0.540933		103		2,208,998.36		13		177,754.69		2		15,140.39
	19	Aug-23		563,471,551.40		541,553,387.79		0.519891		106		2,052,378.29		18		361,635.85		2		34,076.02
	20	Sep-23		541,553,387.79		521,057,777.08		0.500215		97		1,771,261.19		21		427,244.10		3		80,885.12
	21	Oct-23		521,057,777.08		499,685,444.13		0.479698		116		2,203,307.73		15		238,329.69		9		189,804.88
	22	Nov-23		499,685,444.13		479,054,308.88		0.459892		128		2,140,323.39		40		698,191.61		4		69,987.15
	23	Dec-23		479,054,308.88		459,423,471.98		0.441047		131		2,355,396.29		29		475,996.79		10		153,422.27
	24	Jan-24		459,423,471.98		437,963,274.42		0.420445		102		1,910,071.58		22		386,362.65		5		78,873.47
	25	Feb-24		437,963,274.42		418,671,575.26		0.401925		116		1,933,726.49		23		417,383.97		8		119,379.71
	26	Mar-24		418,671,575.26		398,631,386.33		0.382686		148		2,434,865.98		28		467,282.08		5		110,655.76

B-25

Nissan Auto Receivables Owner Trust 2022-A — (Continued)

Month Count		Month	Total Delinquent (#)		Total Delinquent ($)		Total Delinquent % of End Balance			Monthly Defaulted Receivables ($)(2)		Net Liquidated Proceeds ($)(3)		Net Losses ($)(4)			Cumulative Net Losses ($)(4)		Cumulative Net Losses (%)(4)			Prepayments (1-Mo. ABS)(5)
	1	Feb-22		35		660,474.74		0.07	%		87,388.78		0.00		87,388.78			87,388.78		0.008	%		1.00	%
	2	Mar-22		36		944,562.68		0.10	%		162,622.18		27,257.17		135,365.01			222,753.79		0.021	%		1.33	%
	3	Apr-22		43		973,748.68		0.10	%		161,806.11		62,710.93		99,095.18			321,848.97		0.031	%		1.15	%
	4	May-22		63		1,362,163.90		0.15	%		171,824.19		128,580.08		43,244.11			365,093.08		0.035	%		1.21	%
	5	Jun-22		73		1,522,580.87		0.17	%		113,690.58		107,291.30		6,399.28			371,492.36		0.036	%		1.12	%
	6	Jul-22		83		1,810,216.78		0.21	%		260,813.85		57,827.40		202,986.45			574,478.81		0.055	%		1.10	%
	7	Aug-22		74		1,674,966.48		0.20	%		243,223.20		136,831.68		106,391.52			680,870.33		0.065	%		1.19	%
	8	Sep-22		63		1,337,004.97		0.17	%		250,619.75		212,942.61		37,677.14			718,547.47		0.069	%		1.07	%
	9	Oct-22		87		1,784,308.34		0.23	%		97,547.91		90,092.82		7,455.09			726,002.56		0.070	%		0.95	%
	10	Nov-22		104		2,158,385.59		0.29	%		96,235.65		69,382.36		26,853.29			752,855.85		0.072	%		0.87	%
	11	Dec-22		99		2,142,961.46		0.29	%		191,416.63		88,616.52		102,800.11			855,655.96		0.082	%		0.87	%
	12	Jan-23		94		2,040,260.03		0.29	%		114,428.12		169,998.57		(55,570.45	)		800,085.51		0.077	%		0.97	%
	13	Feb-23		88		1,810,646.21		0.27	%		229,720.82		81,397.33		148,323.49			948,409.00		0.091	%		0.91	%
	14	Mar-23		82		1,766,294.35		0.27	%		128,485.93		17,683.31		110,802.62			1,059,211.62		0.102	%		1.14	%
	15	Apr-23		91		1,823,924.87		0.29	%		126,282.80		238,508.56		(112,225.76	)		946,985.86		0.091	%		0.90	%
	16	May-23		97		1,727,912.48		0.28	%		69,705.47		133,757.10		(64,051.63	)		882,934.23		0.085	%		1.09	%
	17	Jun-23		93		1,802,973.89		0.31	%		271,239.83		28,499.64		242,740.19			1,125,674.42		0.108	%		1.14	%
	18	Jul-23		118		2,401,893.44		0.43	%		111,416.89		108,267.45		3,149.44			1,128,823.86		0.108	%		0.97	%
	19	Aug-23		126		2,448,090.16		0.45	%		227,613.08		98,989.41		128,623.67			1,257,447.53		0.121	%		1.00	%
	20	Sep-23		121		2,279,390.41		0.44	%		185,298.32		131,570.01		53,728.31			1,311,175.84		0.126	%		0.94	%
	21	Oct-23		140		2,631,442.30		0.53	%		255,702.62		88,812.83		166,889.79			1,478,065.63		0.142	%		1.05	%
	22	Nov-23		172		2,908,502.15		0.61	%		239,379.51		155,212.03		84,167.48			1,562,233.11		0.150	%		1.02	%
	23	Dec-23		170		2,984,815.35		0.65	%		268,090.59		68,072.85		200,017.74			1,762,250.85		0.169	%		0.96	%
	24	Jan-24		129		2,375,307.70		0.54	%		262,582.39		163,731.63		98,850.76			1,861,101.61		0.179	%		1.16	%
	25	Feb-24		147		2,470,490.17		0.59	%		213,575.63		96,988.91		116,586.72			1,977,688.33		0.190	%		1.01	%
	26	Mar-24		181		3,012,803.82		0.76	%		204,417.47		194,510.74		9,906.73			1,987,595.06		0.191	%		1.12	%

B-26

Nissan Auto Receivables Owner Trust 2022-B

Historic Pool Performance

Month Count		Month	Beginning Pool Balance ($)		Ending Pool Balance ($)		Pool Factor		31-60 Day Delinquent (#)(1)		31-60 Day Delinquent ($)(1)		61-90 Day Delinquent (#)(1)		61-90 Day Delinquent ($)(1)		91-120+ Day Delinquent (#)(1)		91-120+ Day Delinquent ($)(1)
	1	Sep-22		1,302,149,047.88		1,263,683,256.51		0.970460		77		1,935,161.98		0		0.00		0		0.00
	2	Oct-22		1,263,683,256.51		1,227,279,825.42		0.942503		85		2,001,202.53		20		516,378.05		0		0.00
	3	Nov-22		1,227,279,825.42		1,191,512,863.87		0.915036		82		2,047,740.58		20		476,555.19		5		131,016.47
	4	Dec-22		1,191,512,863.87		1,156,229,932.84		0.887940		110		2,580,821.69		12		254,657.34		1		1,298.05
	5	Jan-23		1,156,229,932.84		1,121,454,142.00		0.861233		76		1,731,625.41		19		397,752.64		1		2,074.18
	6	Feb-23		1,121,454,142.00		1,088,599,301.06		0.836002		90		2,195,496.45		12		282,980.80		6		76,366.92
	7	Mar-23		1,088,599,301.06		1,051,510,766.17		0.807520		98		2,127,848.59		15		270,354.33		2		35,756.98
	8	Apr-23		1,051,510,766.17		1,020,407,906.60		0.783634		91		2,273,391.57		13		173,906.17		6		39,932.27
	9	May-23		1,020,407,906.60		986,448,279.44		0.757554		97		2,252,935.21		22		481,229.37		3		28,575.71
	10	Jun-23		986,448,279.44		952,442,249.01		0.731439		99		2,442,317.06		21		451,090.49		7		144,686.18
	11	Jul-23		952,442,249.01		921,560,437.14		0.707723		137		3,118,376.82		26		666,272.21		5		92,152.83
	12	Aug-23		921,560,437.14		891,036,000.38		0.684281		149		3,340,608.73		34		711,564.45		9		182,555.08
	13	Sep-23		891,036,000.38		861,031,331.31		0.661239		136		3,132,254.73		31		774,245.02		8		152,922.89
	14	Oct-23		861,031,331.31		831,393,126.15		0.638478		143		3,356,829.35		37		816,939.56		8		158,783.96
	15	Nov-23		831,393,126.15		803,553,705.90		0.617098		170		3,735,141.93		37		760,337.36		16		420,281.28
	16	Dec-23		803,553,705.90		775,356,455.49		0.595444		224		5,211,454.98		37		714,487.61		11		229,217.43
	17	Jan-24		775,356,455.49		745,571,009.73		0.572570		171		3,785,239.60		35		782,956.46		7		83,205.04
	18	Feb-24		745,571,009.73		717,952,570.49		0.551360		149		3,084,816.23		36		707,414.26		8		176,732.70
	19	Mar-24		717,952,570.49		689,151,782.84		0.529242		234		4,881,474.40		27		477,893.49		12		174,074.01

B-27

Nissan Auto Receivables Owner Trust 2022-B — (Continued)

Month Count		Month	Total Delinquent (#)		Total Delinquent ($)		Total Delinquent % of End Balance			Monthly Defaulted Receivables ($)(2)		Net Liquidated Proceeds ($)(3)		Net Losses ($)(4)			Cumulative Net Losses ($)(4)		Cumulative Net Losses (%)(4)			Prepayments (1-Mo. ABS)(5)
	1	Sep-22		77		1,935,161.98		0.15	%		124,226.13		0.00		124,226.13			124,226.13		0.010	%		1.14	%
	2	Oct-22		105		2,517,580.58		0.21	%		114,925.37		394.00		114,531.37			238,757.50		0.018	%		1.04	%
	3	Nov-22		107		2,655,312.24		0.22	%		359,890.96		134,887.63		225,003.33			463,760.83		0.036	%		1.03	%
	4	Dec-22		123		2,836,777.08		0.25	%		620,351.56		211,381.51		408,970.05			872,730.88		0.067	%		1.03	%
	5	Jan-23		96		2,131,452.23		0.19	%		150,922.84		187,073.51		(36,150.67	)		836,580.21		0.064	%		1.03	%
	6	Feb-23		108		2,554,844.17		0.23	%		170,665.38		131,516.60		39,148.78			875,728.99		0.067	%		0.93	%
	7	Mar-23		115		2,433,959.90		0.23	%		397,357.20		87,858.70		309,498.50			1,185,227.49		0.091	%		1.26	%
	8	Apr-23		110		2,487,230.01		0.24	%		291,770.33		186,450.85		105,319.48			1,290,546.97		0.099	%		0.91	%
	9	May-23		122		2,762,740.29		0.28	%		328,704.96		248,862.21		79,842.75			1,370,389.72		0.105	%		1.13	%
	10	Jun-23		127		3,038,093.73		0.32	%		155,202.10		157,179.34		(1,977.24	)		1,368,412.48		0.105	%		1.16	%
	11	Jul-23		168		3,876,801.86		0.42	%		314,450.28		151,936.88		162,513.40			1,530,925.88		0.118	%		0.99	%
	12	Aug-23		192		4,234,728.26		0.48	%		416,731.44		161,941.96		254,789.48			1,785,715.36		0.137	%		1.00	%
	13	Sep-23		175		4,059,422.64		0.47	%		371,194.97		175,244.70		195,950.27			1,981,665.63		0.152	%		0.99	%
	14	Oct-23		188		4,332,552.87		0.52	%		359,024.59		251,431.32		107,593.27			2,089,258.90		0.160	%		1.03	%
	15	Nov-23		223		4,915,760.57		0.61	%		380,234.54		162,808.51		217,426.03			2,306,684.93		0.177	%		0.93	%
	16	Dec-23		272		6,155,160.02		0.79	%		515,812.26		139,570.39		376,241.87			2,682,926.80		0.206	%		0.99	%
	17	Jan-24		213		4,651,401.10		0.62	%		608,463.01		171,018.48		437,444.53			3,120,371.33		0.240	%		1.13	%
	18	Feb-24		193		3,968,963.19		0.55	%		275,849.84		335,459.58		(59,609.74	)		3,060,761.59		0.235	%		1.02	%
	19	Mar-24		273		5,533,441.90		0.80	%		360,673.29		209,039.90		151,633.39			3,212,394.98		0.247	%		1.13	%

B-28

Nissan Auto Receivables Owner Trust 2023-A

Historic Pool Performance

Month Count		Month	Beginning Pool Balance ($)		Ending Pool Balance ($)		Pool Factor		31-60 Day Delinquent (#)(1)		31-60 Day Delinquent ($)(1)		61-90 Day Delinquent (#)(1)		61-90 Day Delinquent ($)(1)		91-120+ Day Delinquent (#)(1)		91-120+ Day Delinquent ($)(1)
	1	Apr-23		1,302,083,334.21		1,261,268,982.09		0.968655		59		1,386,357.40		0		0.00		0		0.00
	2	May-23		1,261,268,982.09		1,217,141,107.50		0.934764		70		1,507,975.38		8		219,669.51		0		0.00
	3	Jun-23		1,217,141,107.50		1,175,689,914.88		0.902930		86		1,996,856.30		11		138,040.59		1		33,051.87
	4	Jul-23		1,175,689,914.88		1,135,948,645.91		0.872409		122		2,553,153.31		15		215,546.09		3		36,486.26
	5	Aug-23		1,135,948,645.91		1,096,493,936.79		0.842107		133		2,852,532.51		28		573,980.38		2		21,487.12
	6	Sep-23		1,096,493,936.79		1,059,623,949.29		0.813791		137		2,961,408.64		21		348,705.24		10		244,789.02
	7	Oct-23		1,059,623,949.29		1,022,542,774.40		0.785313		180		3,784,333.18		27		622,581.40		6		100,142.24
	8	Nov-23		1,022,542,774.40		988,031,000.57		0.758808		215		4,437,919.45		37		776,394.59		10		222,447.85
	9	Dec-23		988,031,000.57		954,870,721.44		0.733341		212		4,223,100.58		39		801,253.99		15		241,294.92
	10	Jan-24		954,870,721.44		918,199,665.55		0.705177		191		3,803,466.82		35		732,083.92		12		188,383.18
	11	Feb-24		918,199,665.55		884,722,092.02		0.679467		206		4,345,720.51		39		696,806.81		6		143,428.33
	12	Mar-24		884,722,092.02		849,676,148.89		0.652551		259		5,182,816.89		41		781,787.57		11		161,452.81

Month Count		Month	Total Delinquent (#)		Total Delinquent ($)		Total Delinquent % of End Balance			Monthly Defaulted Receivables ($)(2)		Net Liquidated Proceeds ($)(3)		Net Losses ($)(4)		Cumulative Net Losses ($)(4)		Cumulative Net Losses (%)(4)			Prepayments (1-Mo. ABS)(5)
	1	Apr-23		59		1,386,357.40		0.11	%		134,584.33		0.00		134,584.33		134,584.33		0.010	%		1.12	%
	2	May-23		78		1,727,644.89		0.14	%		151,156.40		48,012.09		103,144.31		237,728.64		0.018	%		1.32	%
	3	Jun-23		98		2,167,948.76		0.18	%		198,637.04		68,230.46		130,406.58		368,135.22		0.028	%		1.22	%
	4	Jul-23		140		2,805,185.66		0.25	%		297,290.02		110,523.25		186,766.77		554,901.99		0.043	%		1.19	%
	5	Aug-23		163		3,448,000.01		0.31	%		148,487.81		59,282.49		89,205.32		644,107.31		0.049	%		1.21	%
	6	Sep-23		168		3,554,902.90		0.34	%		310,002.59		104,268.71		205,733.88		849,841.19		0.065	%		1.11	%
	7	Oct-23		213		4,507,056.82		0.44	%		425,949.58		116,207.60		309,741.98		1,159,583.17		0.089	%		1.15	%
	8	Nov-23		262		5,436,761.89		0.55	%		289,573.59		102,123.99		187,449.60		1,347,032.77		0.103	%		1.04	%
	9	Dec-23		266		5,265,649.49		0.55	%		490,447.12		177,275.90		313,171.22		1,660,203.99		0.128	%		1.02	%
	10	Jan-24		238		4,723,933.92		0.51	%		572,838.81		289,872.80		282,966.01		1,943,170.00		0.149	%		1.24	%
	11	Feb-24		251		5,185,955.65		0.59	%		469,344.37		198,321.55		271,022.82		2,214,192.82		0.170	%		1.10	%
	12	Mar-24		311		6,126,057.27		0.72	%		443,939.20		307,839.75		136,099.45		2,350,292.27		0.181	%		1.22	%

B-29

Nissan Auto Receivables Owner Trust 2023-B

Historic Pool Performance

Month Count		Month	Beginning Pool Balance ($)		Ending Pool Balance ($)		Pool Factor		31-60 Day Delinquent (#)(1)		31-60 Day Delinquent ($)(1)		61-90 Day Delinquent (#)(1)		61-90 Day Delinquent ($)(1)		91-120+ Day Delinquent (#)(1)		91-120+ Day Delinquent ($)(1)
	1	Oct-23		1,302,083,334.36		1,256,792,844.94		0.965217		93		1,989,536.61		1		30,839.94		0		0.00
	2	Nov-23		1,256,792,844.94		1,214,235,944.69		0.932533		145		3,052,683.06		21		401,935.61		0		0.00
	3	Dec-23		1,214,235,944.69		1,171,830,118.60		0.899966		162		3,090,916.73		27		500,872.59		10		193,033.69
	4	Jan-24		1,171,830,118.60		1,126,271,099.12		0.864976		155		3,064,359.88		30		608,560.66		9		171,421.31
	5	Feb-24		1,126,271,099.12		1,083,563,138.07		0.832176		152		2,853,692.08		26		469,545.27		11		198,578.76
	6	Mar-24		1,083,563,138.07		1,038,875,701.39		0.797857		223		4,083,476.36		32		628,648.41		8		188,355.11

Month Count		Month	Total Delinquent (#)		Total Delinquent ($)		Total Delinquent % of End Balance			Monthly Defaulted Receivables ($)(2)		Net Liquidated Proceeds ($)(3)		Net Losses ($)(4)		Cumulative Net Losses ($)(4)		Cumulative Net Losses (%)(4)			Prepayments (1-Mo. ABS)(5)
	1	Oct-23		94		2,020,376.55		0.16	%		107,443.06		0.00		107,443.06		107,443.06		0.008	%		1.21	%
	2	Nov-23		166		3,454,618.67		0.28	%		177,965.05		56,250.00		121,715.05		229,158.11		0.018	%		1.11	%
	3	Dec-23		199		3,784,823.01		0.32	%		262,797.70		33,918.00		228,879.70		458,037.81		0.035	%		1.13	%
	4	Jan-24		194		3,844,341.85		0.34	%		419,292.69		42,873.09		376,419.60		834,457.41		0.064	%		1.32	%
	5	Feb-24		189		3,521,816.11		0.33	%		566,544.09		236,577.38		329,966.71		1,164,424.12		0.089	%		1.25	%
	6	Mar-24		263		4,900,479.88		0.47	%		360,732.22		67,738.65		292,993.57		1,457,417.69		0.112	%		1.38	%

⁽¹⁾  An account is considered delinquent if 20% or more of the scheduled payment is 15 days past due.

⁽²⁾  A “Defaulted Receivable” is (a) a Receivable (other than a Receivable as to which a Repurchase Payment has been made) which, by its terms, is delinquent 120 days or more, (b) a Receivable that is delinquent less than 120 days, but the Servicer has (i) determined, in accordance with its customary servicing practices, that eventual payment in full is unlikely or (ii) repossessed the related Financed Vehicle or (c) a Receivable with respect to which the Servicer has received notification that the related Obligor is subject to a Chapter 13 bankruptcy proceeding.

⁽³⁾  See “Distribution on the Notes—Calculation of Available Amounts” in this Prospectus for more information on Net Liquidation Proceeds.

⁽⁴⁾  Net losses generally consist of the net balances of all Liquidated Receivables, less any Net Liquidation Proceeds with respect to such Liquidated Receivables from any Collection Periods.

⁽⁵⁾  The ABS Speed is a measurement of the non-scheduled amortization of the pool of loans and is derived by calculating a monthly single month mortality rate, or SMM, which is the sum of the nonscheduled reduction in the pool of loans, including prepayments and defaults, divided by the beginning of

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month pool balance less any scheduled payments received. The scheduled principal is calculated assuming the receivables have been aggregated into one pool. The non-scheduled amortization is assumed to be the difference between the beginning pool balance less the scheduled principal minus the actual ending pool balance. The SMM is converted into the ABS Speed by dividing (a) the product of one-hundred percent and the SMM by (b) the sum of (i) one-hundred percent and (ii) the SMM multiplied by the age of the pool, in months, minus one. The age of the pool is assumed to be the weighted average age of the pool at cut-off date plus the number of months since the cut-off date.

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NISSAN AUTO RECEIVABLES

20[•]-[•] OWNER TRUST

$[•] Notes, Class A-1

$[•] Notes, Class A-2

$[•] Notes, Class A-3

[$[•] Notes, Class A-4]

[$[•] Notes, Class B]

Nissan Auto Receivables Company II LLC,

Depositor

Nissan Motor Acceptance Company LLC,

Servicer/Sponsor

PROSPECTUS

Underwriters

[•]

[•]

[•]

Dealer Prospectus Delivery Obligation. Until , 20[•], which is 90 days following the date of this prospectus, all dealers that effect transactions in these notes, whether or not participating in the offering, may be required to deliver a prospectus. Such delivery obligation generally may be satisfied through the filing of the prospectus with the Securities and Exchange Commission. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 12. Other Expenses of Issuance and Distribution.

The following is an itemized list of the estimated expenses to be incurred in connection with the offering of the securities being offered hereunder other than underwriting discounts and commissions.

Registration Fee	$	2,214,000.00
Printing Fees and Expenses	$	900,000.00
Trustees’ Fees and Expenses	$	300,000.00
Legal Fees and Expenses	$	3,375,000.00
Asset Representations Reviewer Fees and Expenses	$	125,000.00
Accounting Fees and Expenses	$	1,125,000.00
Rating Agencies’ Fees	$	6,000,000.00
Miscellaneous Fees and Expenses	$	375,000.00
Total	$	14,414,000.00

Item 13. Indemnification of Managers and Officers.

Nissan Auto Receivables Company II LLC

Nissan Auto Receivables Company II LLC is a Delaware limited liability company. Section 18-108 of the Delaware Limited Liability Company Act provides that, subject to the standards and restrictions, if any, as are described in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

The registrant was formed under the laws of the State of Delaware. The limited liability company agreement of the registrant provides, in effect that, subject to certain limited exceptions, it will indemnify its members, officers, managers, employees and agents of the registrant, and employees, representatives, agents or affiliates of any of the foregoing (collectively, the “Covered Persons”), to the fullest extent permitted by applicable law, for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the registrant and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by the limited liability company agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under the limited liability company agreement by the registrant shall be provided out of and to the extent of registrant assets only, and the members shall not have personal liability on account thereof; and provided further, that so long as any obligation under the limited liability agreement, the transaction documents or any related document is outstanding, no indemnity payment from funds of the registrant (as distinct from funds from other sources, such as insurance) of any indemnity under the limited liability agreement shall be payable from amounts allocable to any other person pursuant to the transaction documents.

To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the registrant prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the registrant of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in the limited liability company agreement.

A Covered Person shall be fully protected in relying in good faith upon the records of the registrant and upon such information, opinions, reports or statements presented to the registrant by any person as to matters the Covered Person reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the registrant, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the member might properly be paid.

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To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the registrant or to any other Covered Person, a Covered Person acting under the limited liability company agreement shall not be liable to the registrant or to any other Person bound by the limited liability company agreement for its good faith reliance on the provisions of the limited liability company agreement or any approval or authorization granted by the registrant or any other Covered Person. The provisions of the limited liability company agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person to the registrant or its members otherwise existing at law or in equity, are agreed by the members to replace such other duties and liabilities of such Covered Person.

Insofar as indemnification by the registrant for liabilities arising under the Securities Act may be permitted to managers, officers and controlling persons of the registrant pursuant to the foregoing provisions, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Underwriters

Each underwriting agreement will generally provide that the underwriters will indemnify the registrant and its officers, managers, directors, agents and employees against specified liabilities, including liabilities under the Securities Act relating to certain information provided by the underwriters.

Other Indemnification

The registrant maintains insurance to indemnify any person who has been, now is or shall become a duly elected manager or a duly elected or appointed officer of the registrant against any exposure, liability or loss.

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Item 14(a). Exhibits.

Exhibit No.	Description
1.1	Form of Underwriting Agreement among Nissan Auto Receivables Company II LLC (“NARC II”), Nissan Motor Acceptance Company LLC (“NMAC”) and [•]
3.1	Certificate of Formation of the Depositor
3.2	Limited Liability Company Agreement of the Depositor
4.1	Form of Indenture between Nissan Auto Receivables 20[•]-[•] Owner Trust and [•], as Indenture Trustee (including forms of Notes)
5.1	Opinion of Mayer Brown LLP with respect to legality
8.1	Opinion of Mayer Brown LLP with respect to United States federal income tax matters
10.1	Form of Purchase Agreement between NMAC, as Seller, and NARC II, as Purchaser
10.2	Form of Sale and Servicing Agreement among Nissan Auto Receivables 20[•]-[•] Owner Trust, NARC II, as Seller, NMAC, as Servicer, and [•], as Indenture Trustee
10.3	Form of Administration Agreement among Nissan Auto Receivables 20[•]-[•] Owner Trust, NMAC, as Administrator, [•], as Indenture Trustee, and [•], as Owner Trustee
10.4	Form of Interest Rate [Cap] [Swap] Agreement between Nissan Auto Receivables 20[•]-[•] Owner Trust and [•], as [Cap Provider] [Swap Counterparty]
10.5	Form of Amended and Restated Trust Agreement between NARC II, as Depositor, and [•], as Owner Trustee
10.6	Form of Asset Representations Review Agreement among Nissan Auto Receivables 20[•]-[•] Owner Trust, NMAC, as Sponsor and Servicer, and [•], as Asset Representations Reviewer
10.7	Form of Securities Account Control Agreement among Nissan Auto Receivables 20[•]-[•] Owner Trust, NMAC, as Servicer, [•], as Indenture Trustee and [•], as Securities Intermediary
23.1	Consent of Mayer Brown LLP (included in Exhibits 5.1 and 8.1)
24.1	Powers of Attorney (included in signature page to this registration statement)
24.2	Certified Copy of Resolutions authorizing Powers of Attorney
25.1	Statement of Eligibility and Qualification of the Indenture Trustee on Form T-1*
36.1	Form of Depositor Certification for Shelf Offerings of Asset-Backed Securities
102.1	Asset Data File**
103.1	Asset Related Documents**
107.1	Calculation of Filing Fee Table

* To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939.

** To be incorporated by reference from the Form ABS-EE for such offering on file at the time of the Rule 424(h) or Rule 424(b) filing, as applicable, for such offering.

Item 14(b). The information required to be filed by Item 601(b)(107) of Regulation S-K (17 CFR 229.601) is included in Exhibit 107.1.

Item 15. Undertakings.

The undersigned registrant hereby undertakes:

(a) As to Rule 415:

(1) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

II-3

(ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

Provided, however, that the undertakings set forth in clauses (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those clauses is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.

Provided further, however, that clauses (i) and (ii) above do not apply if the information required to be included in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB (§ 229.1100(c)).

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining any liability under the Securities Act to any purchaser:

(i) if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(ii) If the registrant is relying on Rule 430D:

(A) each prospectus filed by the undersigned registrant pursuant to Rule 424(b)(3) and (h) shall be deemed to be part of this registration statement as of the date the filed prospectus was deemed part of and included in this registration statement; and

(B) each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5),or (b)(7) as part of a registration statement in reliance on Rule 430D relating to an offering made pursuant to Rule 415(a)(1)(vii) or (a)(1)(xii) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430D, for liability purposes of the issuer and any person that is at that date an underwriter, such date

II-4

shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) If the registrant is relying on Rule 430D, with respect to any offering of securities registered on Form SF-3, to file the information previously omitted from the prospectus filed as part of an effective registration statement in accordance with Rule 424(h) and Rule 430D.

(b) As to Documents Subsequently Filed that are Incorporated by Reference:

For purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) As to Indemnification:

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to managers, officers and controlling persons of the registrant pursuant to the provisions described under Item 13 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a manager, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such manager, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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(d) As to Filings in Reliance on Rule 430A:

(1) For purposes of determining any liability under the Securities Act, the information omitted from any form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(e) As to Qualification of Trust Indentures under the Trust Indenture Act of 1939 for Delayed Offerings:

To file an application for the purpose of determining the eligibility of the indenture trustee to act under subsection (a) of Section 310 of the Trust Indenture Act, in accordance with the rules and regulations prescribed by the Securities and Exchange Commission under Section 305(b)(2) of the Act.

(f) As to Filings Regarding Asset-Backed Securities Incorporating by Reference Subsequent Exchange Act Documents by Third Parties:

For purposes of determining any liability under the Securities Act, each filing of the annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act of a third party that is incorporated by reference in the registration statement in accordance with Item 1100(c)(1) of Regulation AB shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SF-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Franklin, State of Tennessee, on May 16, 2024.

NISSAN AUTO RECEIVABLES COMPANY II LLC, a Delaware Limited Liability Company (Registrant)
By:	/s/ Douglas E. Gwin, Jr.
	Name: Douglas E. Gwin, Jr.
	Title: Assistant Treasurer

Pursuant to the requirements of the Securities Act of 1933 this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title
/s/ Kevin J. Cullum Kevin J. Cullum	Manager, President and Chairman of the Board (Performing the Function of Principal Executive Officer)]	May 16, 2024
/s/ Victor Pausin Victor Pausin	Manager and Treasurer (Performing the Function of Principal Financial Officer)	May 16, 2024
/s/ Sean A. O’Hara Sean A. O’Hara	Assistant Treasurer (Performing the Function of Principal Accounting Officer)	May 16, 2024
/s/ Douglas E. Gwin, Jr. Douglas E. Gwin, Jr.	Assistant Treasurer	May 16, 2024
/s/ Ryan L. Nelson Ryan L. Nelson	Manager	May 16, 2024

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears above constitutes and appoints Douglas E. Gwin, Jr., as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for and in his or her own name, place and stead, in any and all capacities, acting alone, to sign this registration statement, any and all amendments (including post-effective amendments) to this registration statement and any or all other documents in connection therewith, and to file the same, with all exhibits thereto, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as might or could be done in person, hereby ratifying and confirming all said attorney-in-fact and agent or any of them or any substitute or substitute for any of them, may lawfully do or cause to be done by virtue hereof.

EX-1.1

Exhibit 1.1

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

$[_________], [___]% ASSET BACKED NOTES, CLASS A-1

$[_________], [___]% ASSET BACKED NOTES, CLASS A-2[a]

[$[_________], [SOFR Rate] + [___]% ASSET BACKED NOTES, CLASS A-2b]

$[_________], [___]% ASSET BACKED NOTES, CLASS A-3

$[_________], [___]% ASSET BACKED NOTES, CLASS A-4

[$[_________], [___]% ASSET BACKED NOTES, CLASS B]

[__________]

Underwriting Agreement

[________________________]

[________________________]

[________________________]

As Representative of the

Several Underwriters (the “Representative”)

Dear Sirs and Madams:

1. Introductory. Nissan Motor Acceptance Company LLC, a Delaware limited liability company (“NMAC” or “Servicer”), and Nissan Auto Receivables Company II LLC, a Delaware limited liability company (the “Depositor” or “Seller”), hereby confirm their agreement with [________] (the “Representative”) and the several underwriters named in Schedule 1 hereto (together with the Representative, collectively, the “Underwriters”) with respect to the purchase by the Underwriters of $[__________] aggregate principal amount of [___]% Asset Backed Notes, Class A-1 (the “[Underwritten] Class A-1 Notes”), $[__________] aggregate principal amount of [___]% Asset Backed Notes, Class A-2[a] (the “[Underwritten] Class A-2[a] Notes”), [$[________] aggregate principal amount of [SOFR Rate] + [__]% Asset Backed Notes, Class A-2b (the “[Underwritten] Class A-2b Notes,” and together with the [Underwritten] Class A-2a Notes, the “[Underwritten] Class A-2 Notes”),] $[__________] aggregate principal amount of [___]% Asset Backed Notes, Class A-3 (the “[Underwritten] Class A-3 Notes”)[,] [and] $[__________] aggregate principal amount of [___]% Asset Backed Notes, Class A-4 (the “[Underwritten] Class A-4 Notes”) [and $[__________] aggregate principal amount of [___]% Asset Backed Notes, Class B (the “[Underwritten] Class B Notes”)] (collectively, the [Underwritten] Class A-1 Notes, the [Underwritten] Class A-2 Notes, the [Underwritten] Class A-3 Notes, [and] the [Underwritten] Class A-4 Notes[, and the [Underwritten] Class B Notes] are referred to herein as the “[Underwritten] Notes”), of Nissan Auto Receivables 20[__]-[__] Owner Trust, a Delaware statutory trust (the “Trust” or “Issuer”), which Notes the Depositor proposes to sell to the Underwriters under the terms and conditions herein.

[In addition to the Underwritten Notes, on the Closing Date the Trust will issue and the Seller or an affiliate of the Seller will retain [$[     ] aggregate principal amount of [     ]% Asset Backed Notes, Class A-[ ] (the “Retained Class A-[ ] Notes”)] [and] [$[     ] aggregate principal amount of [     ]% Asset Backed Notes, Class B (the “Retained Class B Notes”)] (collectively, [the Retained Class A-[_] Notes[,]] [the Retained Class B Notes] and the Underwritten Notes, the “Notes”).]

(NAROT 20[__]-[__] Underwriting Agreement)

Simultaneously with the issuance of the Notes, the Depositor will cause the Trust to issue Asset Backed Certificates (the “Certificates”) with an original certificate balance of $[_________]. The Notes and the Certificates shall collectively be referred to herein as the “Securities.” The Notes will be issued pursuant to an indenture, dated as of [_________] (the “Indenture”), between the Trust and [___________________], as indenture trustee (the “Indenture Trustee”). The Certificates will be issued pursuant to an amended and restated trust agreement, dated as of [_____________] (the “Trust Agreement”), between the Depositor, [___________________], as owner trustee (in such capacity, the “Owner Trustee”), and [__________], as certificate registrar and paying agent. Each Note will represent an obligation of, and each Certificate will represent an undivided interest in, the Trust. The Certificates will be subordinated to the Notes to the extent described in the Indenture and the Trust Agreement.

Capitalized terms used herein and not otherwise defined herein shall have the meanings given them in the Sale and Servicing Agreement. With respect to all terms in this Agreement, the singular includes the plural and the plural includes the singular; words importing any gender include the other genders; references to “writing” include printing, typing, lithography and other means of reproducing words in a visible form; references to agreements and other contractual instruments include all subsequent amendments, amendments and restatements and supplements thereto or changes therein entered into in accordance with their respective terms and not prohibited by this Agreement; references to Persons include their permitted successors and assigns; references to laws include their amendments and supplements, the rules and regulations thereunder and any successors thereto; the term “including” means “including without limitation;” and the term “or” is not exclusive.

2. Representations and Warranties of the Seller and the Servicer. Each of the Seller and the Servicer, jointly and severally, represents and warrants to and agrees with the several Underwriters as of the date hereof and as of the Closing Date:

(a) A registration statement (No. 333-[_____]), including a form of prospectus relating to the Notes and each class of securities to be registered under such registration statement (the “Registered Securities”), has been filed on Form SF-3 with the Securities and Exchange Commission (the “Commission”) and either (i) has been declared effective by the Commission within the three years prior to the Closing Date and is still effective as of the date hereof under the Securities Act of 1933, as amended (the “Act”), and is not proposed to be amended or (ii) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the “initial registration statement”) has been declared effective, either (i) any additional registration statement (the “additional registration statement”) relating to the Notes has been filed with the Commission pursuant to Rule 462(b) under the Act (“Rule 462(b)”) and declared effective upon filing, and the Notes have been registered under the Act pursuant to the initial registration statement and such additional registration statement or (ii) any such additional registration statement proposed to be filed with the Commission pursuant to Rule 462(b) will become effective upon filing pursuant to Rule 462(b) and upon such filing the Notes will have been duly registered under the Act pursuant to the initial registration statement and such additional registration

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statement. If the Seller does not propose to amend the initial registration statement, any such additional registration statement or any post-effective amendment to either such registration statement filed with the Commission prior to the execution and delivery of this Agreement, then the most recent amendment (if any) to each such registration statement has been declared effective by the Commission within the three years prior to the Closing Date and is still effective as of the date hereof under the Act.

The conditions to the use by the Seller of the Registration Statement in connection with the Notes, including the Registrant Requirements set forth in General Instruction I.A. of Form SF-3 and the Transaction Requirements set forth in General Instruction I.B. of Form SF-3, and the conditions of Rule 415 under the Act, have been satisfied and will be satisfied as of the Closing Date. The Seller has paid the registration fee for the Notes in accordance with Rule 456 of the Act.

For purposes of this Agreement, “Effective Time” with respect to the initial registration statement or, if filed prior to the execution and delivery of this Agreement, the additional registration statement means (A) if the Seller has advised the Representative that it does not propose to amend such registration statement, the date and time as of which such registration statement, or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Act or (B) if the Seller has advised the Representative that it proposes to file an amendment or post-effective amendment to such registration statement, the date and time as of which such registration statement as amended by such amendment or post-effective amendment, as the case may be, is declared effective by the Commission. If the Seller has advised the Representative that it proposes to file, but has not filed, an additional registration statement, “Effective Time” with respect to such additional registration statement means the date and time as of which such registration statement is filed and becomes effective pursuant to Rule 462(b).

The initial registration statement and all amendments and supplements thereto, as amended at its time of effectiveness, including all information (A) contained in the additional registration statement (if any), (B) deemed to be a part of the initial registration statement as of the time of effectiveness of the additional registration statement (if any) pursuant to the General Instructions of the Form on which it is filed and (C) deemed to be a part of the initial registration statement as of its time of effectiveness pursuant to Rule 430A(b) under the Act (“Rule 430A(b)”), is hereinafter referred to as the “Initial Registration Statement.” The additional registration statement and all amendments and supplements thereto, as amended at its time of effectiveness, including the contents of the initial registration statement incorporated by reference therein and deemed to be a part of the additional registration statement as of its Effective Time pursuant to Rule 430A(b), is hereinafter referred to as the “Additional Registration Statement.” The Initial Registration Statement, the Additional Registration Statement and all Incorporated Documents (defined below) are hereinafter referred to collectively as the “Registration Statements” and individually as a “Registration Statement.” As used herein, the term “Incorporated Documents”, when used with respect to the Registration Statement as of any date, means the documents incorporated or deemed to be incorporated by reference in the Registration Statement (i) as of such date pursuant to Item 10 of Form SF-3 or pursuant to a no-action letter of the Commission or (ii) as of any other date pursuant to Rule 430D(f) under the Act. A preliminary prospectus, dated [_________], [as

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supplemented by the supplement to preliminary prospectus, dated [____________],] relating to the Notes, will be filed with the Commission in connection with the offering and sale of the [Underwritten] Notes pursuant to and in accordance with Rule 424(h) under the Act (“Rule 424(h)”) within the time period required thereby (together, including all material incorporated by reference therein, the “Preliminary Prospectus”). A free writing prospectus, dated [__________] relating to the ratings on the Notes (a “Ratings Free Writing Prospectus”), will be filed with the Commission in accordance with Section 7 (to the extent required by Rule 433 under the Act). A final prospectus, dated [__________], relating to the Notes, will be filed with the Commission in connection with the offering and sale of the [Underwritten] Notes pursuant to and in accordance with Rule 424(b) under the Act (“Rule 424(b)”) within the time period required thereby (together, including all material incorporated by reference therein, the “Final Prospectus”).

(b) (i) (A) On the effective date of any Registration Statement whose time of effectiveness is prior to the execution and delivery of this Agreement, each such Registration Statement conformed, (B) on the date of this Agreement, each such Registration Statement conforms and (C) on any related effective date of the Registration Statement, subsequent to the date of this Agreement and on the Closing Date (as defined in Section 3(c) hereof), each such Registration Statement will conform in all respects to the requirements of the Act and the rules and regulations of the Commission under the Act (the “Rules and Regulations”) and the Trust Indenture Act of 1939, as amended (the “1939 Act”), except where such failure to conform would not have a material adverse effect on the Seller’s or the Servicer’s respective ability to perform its obligations under the Basic Documents, and at such times each such Registration Statement, as amended, did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (ii) As of [_____] [a.m.] [p.m.] (New York time), [__________] (the “Date of Sale”), which shall be the date and time of the first contract of sale for the [Underwritten] Notes, and at the time of filing of the Preliminary Prospectus pursuant to Rule 424(h) (or if no such filing is required, at the effective date of the Additional Registration Statement that includes the Preliminary Prospectus), the Preliminary Prospectus, together with the Ratings Free Writing Prospectus, did not include, does not include and will not include, any untrue statement of a material fact, nor did, does or will the Preliminary Prospectus, together with the Ratings Free Writing Prospectus, omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that no representation or warranty is made with respect to the omission of pricing and price-dependent information, which information shall appear only in the Final Prospectus). (iii) As of the date of the first use of the Final Prospectus, at the time of filing of the Final Prospectus pursuant to Rule 424(b) (or if no such filing is required, at the effective date of the Additional Registration Statement that includes the Final Prospectus), on the date of this Agreement and at the Closing Date, the Final Prospectus, as amended and supplemented as of such dates, will conform, in all respects to the requirements of the Act and the Rules and Regulations, except where such failure to conform would not have a material adverse effect on the Seller’s or the Servicer’s respective ability to perform its obligations under the Basic Documents, and does not include, and will not include, any untrue statement of a material fact, nor did, does or will the Final Prospectus, as amended and supplemented as of such dates, omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The three preceding sentences do not apply to statements in or omissions from the Registration Statement, the Preliminary Prospectus, the Ratings Free

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Writing Prospectus or the Final Prospectus based upon Underwriter Information (as defined herein) or to that part of the Registration Statement which constitutes the Statement of Qualification under the 1939 Act on Form T-1 (the “Form T-1”) of the Indenture Trustee (which will be represented and warranted to by the Indenture Trustee). If the time of effectiveness of the Registration Statement is subsequent to the date of this Agreement, no Additional Registration Statement has been or will be filed.

(c) As of the Closing Date, the Indenture has been duly qualified under the 1939 Act.

(d) The Seller has been duly formed and is validly existing in good standing under the laws of the state of its formation with power and authority to own its properties and conduct its business as described in the Preliminary Prospectus and the Final Prospectus, as amended and supplemented, and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or the ownership of its property requires such qualification, except where the failure to be in good standing would not have a material adverse effect on the Seller’s ability to perform its obligations under this Agreement, the Trust Agreement, the Purchase Agreement, the Assignment, the Sale and Servicing Agreement, the Indenture, the Asset Representations Review Agreement[, the Interest Rate [Swap] [Cap] Agreement(s)] or the Administration Agreement [or the Securities Account Control Agreement] (collectively, the “Basic Documents”). The Seller is not, and on the date on which the first bona fide offer of the Notes was made, was not an “ineligible issuer” as defined in Rule 405 of the Rules and Regulations.

(e) The Servicer has been duly formed and is validly existing in good standing under the laws of the state of its formation with power and authority to own its properties and conduct its business as described in the Preliminary Prospectus and the Final Prospectus, as amended and supplemented, and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or the ownership of its property requires such qualification, except where the failure to be in good standing would not have a material adverse effect on the Servicer’s ability to perform its obligations under the Basic Documents.

(f) The consummation of the transactions contemplated by the Basic Documents, and the fulfillment of the terms thereof, will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation of any lien, charge, or encumbrance upon any of the property or assets of the Seller or the Servicer pursuant to the terms of, any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement, or similar agreement or instrument under which the Seller or the Servicer is a debtor or guarantor, except where such conflict, breach, default or creation could not reasonably be expected to have a material adverse effect on the Seller’s or the Servicer’s respective ability to perform its obligations under the Basic Documents or the validity or enforceability thereof.

(g) No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required to be obtained or made by the Seller or the Servicer for the consummation of the transactions contemplated by this Agreement except such as have been obtained and made under the Act, such as may be required under state securities laws and the filing of any financing statements required to perfect the Trust’s interest in the Receivables, or where the failure to obtain such consent, approval, authorization or order of, or filing with any court or governmental agency or body could not reasonably be expected to have a material adverse effect on the consummation of the transactions contemplated by this Agreement.

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(h) Neither the Seller nor the Servicer is in violation of its limited liability agreement or other organizational documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties are bound which would have a material adverse effect on the transactions contemplated herein or on the Seller’s or the Servicer’s respective ability to perform its obligations under the Basic Documents. The execution, delivery and performance of the Basic Documents and the issuance and sale of the Notes and compliance with the terms and provisions thereof will not, subject to obtaining any consents or approvals as may be required under the securities or “blue sky” laws of various jurisdictions: (i) result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Seller or the Servicer or their respective properties or any agreement or instrument to which either is a party or by which either is bound or to which any of their respective properties are subject, except where such breach, violation, or default would not have a material adverse effect on the Seller’s or the Servicer’s respective ability to perform its obligations under the Basic Documents or the validity or enforceability thereof, or (ii) conflict with the Seller’s or the Servicer’s governing documents, and each of the Seller and the Servicer has the power and authority to enter into the Basic Documents and to consummate the transactions contemplated hereby and thereby.

(i) The Basic Documents have been duly authorized, executed and delivered by, and (assuming due authorization and delivery thereof by the other parties hereto and thereto) constitute valid and binding obligations of, the Seller and the Servicer, as applicable, enforceable against such party in accordance with their respective terms, except as limited by bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general equitable principles, regardless of whether such enforceability is considered in a proceeding in equity or at law.

(j) The [Underwritten] Notes have been duly authorized and, when executed and delivered in accordance with the Indenture and delivered against the consideration therefor, will be valid and binding obligations of the Trust, enforceable against the Trust in accordance with their respective terms, except as limited by bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general equitable principles, regardless of whether such enforceability is considered in a proceeding in equity or at law.

(k) There are no legal or governmental proceedings known by the Seller or the Servicer to be (i) pending for which the Seller or the Servicer has been served official notice, to which the Seller or the Servicer is a party or to which any property of the Seller or the Servicer is the subject, or (ii) threatened or contemplated by any governmental authority or threatened by others, which proceedings in either clause (i) or (ii) above (A) (whether individually or in the aggregate) are required to be disclosed in the Registration Statement or (B)(1) assert the invalidity of all or part of any Basic Document, (2) seek to prevent the issuance of the Notes, (3) (whether individually or in the aggregate) would materially and adversely affect the Seller’s or the Servicer’s obligations under any Basic Document to which it is a party, or (4) (whether individually or in the aggregate) seek to affect adversely the federal or state income tax attributes of the Notes.

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(l) Any material taxes, fees and other governmental charges that have been assessed and are known to the Seller or the Servicer to be due in connection with the execution, delivery and issuance of the Basic Documents shall have been paid by the Seller or the Servicer at or prior to the Closing Date.

(m) Each of the Seller and the Servicer possesses all material licenses, certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies, the absence of which could reasonably be expected to have a material adverse effect on the ability of the Seller or the Servicer to perform its duties under the Basic Documents, and neither of the Seller or Servicer has received notice of proceedings relating to the revocation or modification of any such license, certificate, authorization or permit which, singly or in the aggregate, if the subject of any unfavorable decision, ruling or finding, could reasonably be expected to materially and adversely affect the ability of the Seller or the Servicer to perform its obligations under the Basic Documents.

(n) As of the Closing Date and subject to the lien of the Indenture Trustee for the benefit of the Noteholders [and the [Swap Counterparty][Cap Provider]], the Trust will have good and marketable title, free and clear of all prior liens, charges and encumbrances, to the Receivables.

(o) As of the Closing Date, the Notes and each of the Basic Documents will conform in all material respects to the description thereof contained in the Registration Statement, the Preliminary Prospectus and the Final Prospectus, as then amended and supplemented.

(p) The nationally recognized accounting firm referenced in Section 7(a) is independent from the Seller and the Servicer.

(q) Neither the Trust nor the Seller is required to be registered as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”). In making such representation and warranty, the Trust relies on one or more of the exclusions or exemptions from the definition of “investment company” under the 1940 Act contained in [Section [__] of the 1940 Act] [Rule [__] under the 1940 Act], although there may be additional exclusions or exemptions on which the Trust may rely. The Trust is structured so as not to constitute a “covered fund” as defined in the final regulations issued December 10, 2013, implementing Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

(r) The representations and warranties of the Seller and the Servicer in the Basic Documents are true and correct in all material respects.

(s) Other than the Preliminary Prospectus, the Ratings Free Writing Prospectus and the Final Prospectus and any materials included in one or more “road shows” (as defined in Rule 433(h) under the Act) relating to the Notes (each, a “Road Show”) authorized or approved by the Seller and the Servicer, neither the Seller nor the Servicer (including their respective agents and representatives other than the Underwriters in their capacity as such) has made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes.

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(t) Neither the Seller nor the Servicer knows of any contract or other document of a character required to be filed as an exhibit to the Registration Statement or required to be described in the Registration Statement, the Preliminary Prospectus or the Final Prospectus, as then amended and supplemented, which is not filed (or, as applicable, will not be filed within the prescribed time period) or described as required.

(u) The Servicer has executed and delivered a written representation to each rating agency hired to rate the Notes (each a “Rating Agency,” and collectively the “Rating Agencies”) that it will take the actions specified in paragraphs (a)(3)(iii)(A) through (E) of Rule 17g-5 of the Securities Exchange Act of 1934, as amended (“Exchange Act”) (“Rule 17g-5”), and it has complied and has caused the Depositor to comply with each such representation, other than any breach of such representation that would not have a material adverse effect on the Noteholders.

(v) NMAC has engaged a nationally recognized accounting firm to perform a comparison of certain information in a data tape with respect to the Receivables prepared by NMAC to certain randomly selected Receivable Files (the “Third-Party Due Diligence Services”). NMAC has not engaged any other third-party due diligence services providers with respect to the Receivables. All “third-party due diligence reports” generated in connection with the Third-Party Due Diligence Services are, as between the parties to this Agreement, deemed to have been obtained by NMAC pursuant to Rules 15Ga-2(a) and (b). NMAC has complied with all legal obligations with respect to any reports generated as a result of any such engagement pursuant to Rules 15Ga-2 and 17g-10 under the Exchange Act and has provided a copy of each final report to the Representative prior to furnishing such reports to the Commission on EDGAR.

(w) NMAC has complied, and is the appropriate entity to comply, with all requirements imposed on the “sponsor of a securitization transaction” in accordance with the final rules contained in Regulation RR, 17 C.F.R. §246.1, et seq. (the “Credit Risk Retention Rules”), in each case directly or (to the extent permitted by the Credit Risk Retention Rules) through one or more of its majority-owned affiliates (as defined in the Credit Risk Retention Rules, each a “Majority-Owned Affiliate”). On the Closing Date, NMAC or one or more of its Majority-Owned Affiliates will hold an “eligible horizontal residual interest” (as defined in the Credit Risk Retention Rules) equal to at least 5% of the fair value of all the “ABS interests” (as defined in the Credit Risk Retention Rules) in the Issuer issued as part of the transactions contemplated by the Basic Documents, determined as of the Closing Date using a fair value measurement framework under United States generally accepted accounting principles (such interest, the “Retained Interest”). NMAC has determined such fair value of the Retained Interest based on its own valuation methodology, inputs and assumptions and is solely responsible therefor.

3. Purchase, Sale and Delivery of the [Underwritten] Notes.

(a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller, the aggregate principal amounts of the [Underwritten] Notes set forth opposite the names of the Underwriters in Schedule 1 hereto.

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(b) The [Underwritten] Notes are to be purchased by the Underwriters at a purchase price equal to (i) in the case of the [Underwritten] Class A-1 Notes, [___]% of the aggregate principal amount thereof, (ii) in the case of the [Underwritten] Class A-2[a] Notes, [___]% of the aggregate principal amount thereof, (iii) [in the case of the Underwritten Class A-2b Notes, [____]% of the aggregate principal amount thereof, (iv)] in the case of the [Underwritten] Class A-3 Notes, [___]% of the aggregate principal amount thereof, [and] [(iv)] [(v)] in the case of the [Underwritten] Class A-4 Notes, [___]% of the aggregate principal amount thereof[, and [(v)] [(vi)] in the case of the [Underwritten] Class B Notes, [___]% of the aggregate principal amount thereof].

(c) Against payment of the purchase price by wire transfer of immediately available funds to the Seller, the Seller will deliver the [Underwritten] Notes to the Representative, for the account of the Underwriters, at the office of Mayer Brown LLP, at 71 S. Wacker Drive, Chicago, Illinois 60606 or at such other place as shall be agreed upon by the Representative, the Seller and the Servicer, on [_____________], at [____] [a.m.] [p.m.], New York time, or at such other time thereafter as the Representative and the Seller determine, such time being herein referred to as the “Closing Date.” The [Underwritten] Notes to be so delivered will be initially represented by one or more securities registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the [Underwritten] Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive securities evidencing the [Underwritten] Notes will be available only under the limited circumstances set forth in the Indenture.

4. Offering by Underwriters. It is understood that the several Underwriters propose to offer the [Underwritten] Notes for sale to the public as set forth in the Preliminary Prospectus and the Final Prospectus.

5. Covenants of the Seller. The Seller covenants and agrees with the several Underwriters that:

(a) The Seller will file the Preliminary Prospectus, the Ratings Free Writing Prospectus and the Final Prospectus with the Commission pursuant to and in accordance with Rule 424(b), Rule 433 and Rule 424(h), as applicable, within the prescribed time period. If the time of effectiveness of the Initial Registration Statement is prior to the execution and delivery of this Agreement and an Additional Registration Statement is necessary to register a portion of the Notes under the Act but the time of effectiveness thereof has not occurred as of such execution and delivery, the Seller will file the Additional Registration Statement or a post-effective amendment thereto, as the case may be, with the Commission pursuant to and in accordance with Rule 462(b).

(b) The Seller will advise the Representative promptly of any proposal to amend or supplement the registration statement as filed or the related prospectus or the Registration Statement, the Preliminary Prospectus, the Ratings Free Writing Prospectus or the Final Prospectus, and will not effect such amendment or supplementation without the Representative’s consent; and the Seller will also advise the Representative promptly of the effectiveness of the

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Registration Statement (if the time of effectiveness of the Registration Statement is subsequent to the execution and delivery of this Agreement) and of any amendment or supplementation of the Registration Statement, the Preliminary Prospectus, the Ratings Free Writing Prospectus or the Final Prospectus and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement and will use its best efforts to prevent the issuance of any such stop order and to lift such stop order as soon as possible, if issued.

(c) The Seller will arrange for the qualification of the [Underwritten] Notes for offering and sale under the securities laws of such jurisdictions in the United States as the Representative may reasonably designate and to continue such qualifications in effect so long as necessary under such laws for the distribution of such securities; provided that in connection therewith the Seller shall not be required to qualify as a foreign corporation to do business, or to file a general consent to service of process, in any jurisdiction.

(d) If, at any time when the delivery of a prospectus shall be required by law in connection with sales of any Notes (including delivery as contemplated by Rule 172 under the Act), either (i) any event shall have occurred as a result of which the Preliminary Prospectus, the Ratings Free Writing Prospectus or the Final Prospectus, as then amended and supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for any other reason it shall be necessary to amend or supplement the Preliminary Prospectus, the Ratings Free Writing Prospectus or the Final Prospectus, the Seller will promptly notify the Representative and will promptly prepare for review by the Representative and file with the Commission an amendment or a supplement to the Preliminary Prospectus, such Ratings Free Writing Prospectus or the Final Prospectus which will correct such statement or omission or effect such compliance. Neither your consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7, unless such consent specifically waives such conditions.

(e) The Seller will cause the Trust to make generally available to Holders as soon as practicable, but not later than fourteen months after the effective date of the Registration Statement, an earnings statement of the Trust covering a period of at least twelve consecutive months beginning after such effective date and satisfying the provisions of Section 11(a) of the Act (including Rule 158 promulgated thereunder); provided that this covenant may be satisfied by posting the monthly investor reports for the Trust on a publicly available website or filing such monthly investor reports with the Commission.

(f) The Seller will furnish to the Representative copies of the Registration Statement (which will include all exhibits), the Preliminary Prospectus, the Ratings Free Writing Prospectus, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representative may from time to time reasonably request.

(g) So long as any of the [Underwritten] Notes are outstanding, the Seller will furnish to the Representative copies of all reports or other communications furnished to Holders, and deliver to the Representative during such same period (i) as soon as they are available, copies of any reports furnished to or filed with the Commission and (ii) such additional information concerning the business and financial condition of the Seller and the Trust as the Representative may from time to time reasonably request; provided that this covenant may be satisfied by posting such reports or other communications on a publicly available website or filing such reports or communications with the Commission.

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(h) The Seller will pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including (i) the printing (or otherwise reproducing) and filing of the Registration Statement as originally filed and of each amendment thereto; (ii) the preparation, issuance and delivery of the [Underwritten] Notes to the Underwriters; (iii) the fees and disbursements of the Seller’s and the Servicer’s counsel and accountants; (iv) the fees of DTC in connection with the book-entry registration of the [Underwritten] Notes; (v) the qualification of the [Underwritten] Notes under state securities law in accordance with the provisions of Section 5(c) hereof, including filing fees and the fees and disbursements of counsel to the Underwriters in connection therewith and in connection with the preparation of the blue sky survey, if required; (vi) the printing (or otherwise reproducing) and delivery to the Underwriters of copies of the Preliminary Prospectus, the Ratings Free Writing Prospectus and the Final Prospectus and any amendments or supplements thereto; (vii) the reproducing and delivery to the Underwriters of copies of the blue sky survey; and (viii) the fees charged by any Rating Agency for rating the Notes. The Underwriters shall not be responsible for the fees and disbursements of the Owner Trustee, the Indenture Trustee and their respective counsel.

(i) Until the retirement of the [Underwritten] Notes, or until such time as the Underwriters shall cease to maintain a secondary market in the [Underwritten] Notes, whichever occurs first, the Seller will deliver to the Representative the annual statements of compliance pursuant to Section 3.09 of the Indenture and Section 4.10 of the Sale and Servicing Agreement as soon as such statements are furnished to the Indenture Trustee or the Owner Trustee, as applicable; provided that this covenant may be satisfied by posting such statements on a publicly available website or filing such statements with the Commission.

(j) On or promptly after the Closing Date, the Seller shall cause its and the Servicer’s computer records relating to the Receivables to be marked to show the Trust’s absolute ownership of the Receivables, and from and after the Closing Date neither the Seller nor the Servicer shall take any action inconsistent with the Trust’s ownership of such Receivables, other than as permitted by the Sale and Servicing Agreement.

(k) To the extent, if any, that the rating provided with respect to the Notes by any Rating Agency is conditional upon the furnishing of documents or the taking of any other actions by the Seller, the Seller shall furnish, and shall cause the Servicer to furnish, such documents and take any such other actions.

(l) The Servicer shall comply with the representations made by it to each Rating Agency pursuant to paragraph (a)(3)(iii) of Rule 17g-5, other than any breach of such representation that would not have a material adverse effect on the Noteholders.

(m) NMAC will comply, and will cause each of its affiliates to comply, with the Credit Risk Retention Rules, as in effect from time to time, in connection with the Nissan Auto Receivables Owner Trust 20[_]-[_] transaction.

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6. Covenants of the Underwriters.

(a) Each of the Underwriters severally, and not jointly, covenants and agrees with the Seller that other than the Preliminary Prospectus, the Ratings Free Writing Prospectus, the Final Prospectus and any materials included in a Road Show authorized or approved by the Seller and the Servicer, without the Servicer’s prior written approval, such Underwriter has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) relating to the offer and sale of the [Underwritten] Notes that would constitute a “prospectus” or a “free writing prospectus,” each as defined in the Act or the Rules and Regulations thereunder, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Act; provided, however, that (i) each Underwriter may prepare and convey one or more “written communications” (as defined in Rule 405 under the Act) containing no more than the following: (A) information contemplated by Rule 134 under the Act and included or to be included in the Preliminary Prospectus, the Ratings Free Writing Prospectus or the Final Prospectus, including but not limited to, information relating to the class, size, weighted average life, rating, expected final payment date, legal maturity date, and/or the final price of the [Underwritten] Notes, as well as a column or other entry showing the status of the subscriptions for the [Underwritten] Notes and/or expected pricing parameters of the [Underwritten] Notes, (B) an Intex CDI file that does not contain any Issuer Information (as defined below) other than Issuer Information included in the Preliminary Prospectus or the Ratings Free Writing Prospectus previously filed with the Commission or other written communication containing no more than the following: information contemplated by Rule 134 under the Act and included or to be included in the Preliminary Prospectus, the Ratings Free Writing Prospectus or the Final Prospectus, as well as a column or other entry showing weighted average life, the status of the subscriptions for the Notes and/or expected pricing parameters of the Notes, (C) information customarily included in confirmations of sales of securities and notices of allocations, (D) information regarding the credit ratings assigned to the Notes by the Rating Agencies and (E) any materials included in a Road Show (excluding the requirement for a presentation by issuer’s management) (notwithstanding the foregoing, each Underwriter agrees not to use any portion of any Road Show in a manner that would require the Seller or the Servicer to file with the Commission such portion of any Road Show as a free writing prospectus) (each such written communication, an “Underwriter Free Writing Prospectus”); and (ii) unless otherwise consented to by the Seller or the Servicer, no such Underwriter Free Writing Prospectus shall be conveyed in a manner reasonably designed to lead to its broad unrestricted dissemination such that, as a result of such conveyance, the Seller or the Servicer shall be required to make any filing of such Underwriter Free Writing Prospectus pursuant to Rule 433(d) under the Act. As used herein, the term “Issuer Information” means any information of the type specified in clauses (1) - (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform), other than Underwriter Derived Information. As used herein, the term “Underwriter Derived Information” shall refer to information of the type described in clause (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) when prepared by any Underwriter, including traditional computational and analytical materials prepared by the Underwriter.

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(b) Each Underwriter, severally and not jointly, covenants with the Seller and the Servicer that on or prior to the Closing Date, and thereafter, to the extent applicable, so long as it is acting as an “underwriter” as defined in Section 2(a)(11) of the Act with respect to the [Underwritten] Notes, it (i) has not delivered and will not deliver any Rating Information (as defined below) to any Rating Agency or any other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), and (ii) has not participated and will not participate in any oral communication of Rating Information with any Rating Agency or any other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act) unless a designated representative from the Servicer participates in such communication; provided, however, that if an Underwriter receives an oral communication from a Rating Agency, such Underwriter is authorized to inform such Rating Agency that it will respond to the oral communication with a designated representative from the Servicer or refer such Rating Agency to the Servicer, who will respond to the oral communication. “Rating Information” means any oral or written information provided to a Rating Agency for the purpose of (x) determining the initial credit rating for the Notes, including information about the characteristics of the Receivables and the legal structure of the Notes, or (y) undertaking credit rating surveillance on the Notes, including information about the characteristics and performance of the Receivables.

(c) Each Underwriter represents that it has not engaged any person to provide third-party “due diligence services” (as defined in Rule 17g-10 under the Exchange Act) relating to the Notes.

7. Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the [Underwritten] Notes will be subject to the accuracy of the representations and warranties on the part of the Seller and the Servicer herein on the date hereof and at the Closing Date, to the accuracy of the statements of officers of the Seller and the Servicer made pursuant to the provisions hereof, to the performance by the Seller and the Servicer of their respective obligations hereunder and to the following additional conditions precedent:

(a) On or before the Closing Date, a nationally recognized accounting firm who are independent public accountants shall have furnished to the Representative letters dated respectively, as of (i) [___________] and (ii) the date of this Agreement substantially in the forms of the drafts to which the Representative previously agreed. Such independent public accountants shall have furnished to the Representative the third-party due diligence report referred to in Section 2(v).

(b) If the time of effectiveness of the Initial Registration Statement is not prior to the execution and delivery of this Agreement, such time of effectiveness shall have occurred not later than [_____] [a.m.] [p.m.], New York time, on the date of this Agreement or such later date as shall have been consented to by the Representative. If the time of effectiveness of the Initial Registration Statement is prior to the execution and delivery of this Agreement, the Preliminary Prospectus, the Ratings Free Writing Prospectus and the Final Prospectus and all amendments and supplements thereto shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) of this Agreement. If the time of effectiveness of the Additional Registration Statement (if any) is not prior to the execution and delivery of this Agreement, such time of effectiveness shall have occurred not later than [_____] [a.m.] [p.m.], New York time, on the date of this Agreement or, if earlier, the time the Final Prospectus is printed and distributed to any Underwriter, or shall have occurred at such later date as shall have been consented to by the Representative. Prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Seller, shall be contemplated by the Commission.

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(c) The Underwriters shall have received an officers’ certificate, dated the Closing Date, signed by the Chairman of the Board, the President or any Vice President and by a principal financial or accounting officer of the Seller representing and warranting that, to the best of such officers’ knowledge after reasonable investigation, as of the Closing Date:

(i) The representations and warranties of the Seller in this Agreement are true and correct in all material respects, that the Seller has complied with all agreements and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, that no stop order suspending the effectiveness of any Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the best of their knowledge, are contemplated by the Commission.

(ii) Except as otherwise set forth in the Preliminary Prospectus or the Final Prospectus, as applicable, there has been no material adverse change, since the respective dates as of which information is given in the Preliminary Prospectus or the Final Prospectus (as then amended and supplemented), in the condition, financial or otherwise, earnings or business affairs, whether or not arising out of the ordinary course of business, of the Seller or any of its affiliates (as such term is defined in Rule 501(b) under the Act) (each, an “Affiliate”), or in the ability of such entity to perform its obligations under each Basic Document to which it is a party or by which it may be bound. Except as otherwise indicated by the context, all references to the term “material” in this Agreement that refer to the Seller or its Affiliates, or any of them, shall be interpreted in proportion to the business of the Servicer and its consolidated subsidiaries, as a whole, and not in proportion to the business of the Seller or its Affiliate(s) individually.

(d) The Underwriters shall have received an officers’ certificate, dated the Closing Date, signed by the Chairman of the Board, the President or any Vice President and by a principal financial or accounting officer of the Servicer representing and warranting that, to the best of such officers’ knowledge after reasonable investigation, as of the Closing Date:

(i) The representations and warranties of the Servicer in this Agreement are true and correct in all material respects, that the Servicer has complied with all agreements and satisfied, in all material respects, all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, that no stop order suspending the effectiveness of any Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the best of their knowledge, are contemplated by the Commission.

(ii) Except as otherwise set forth in the Preliminary Prospectus or the Final Prospectus, as applicable, there has been no material adverse change, since the respective dates as of which information is given in the Preliminary Prospectus or the Final Prospectus (as then amended and supplemented), in the condition, financial or otherwise, earnings or business affairs, whether or not arising out of the ordinary course of business, of the Servicer or any of its Affiliates, or the ability of such entity to perform its obligations under each Basic Document to which it is a party or by which it may be bound. Except as

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otherwise indicated by the context, all references to the term “material” in this Agreement that refer to the Servicer or its Affiliates, or any of them, shall be interpreted in proportion to the business of the Servicer and its consolidated subsidiaries, as a whole, and not in proportion to the business of the Servicer or its Affiliate(s) individually.

(e) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Seller, Nissan North America, Inc. (“NNA”) or the Servicer which, in the judgment of the Representative, materially impairs the investment quality of the [Underwritten] Notes or makes it impractical or inadvisable to proceed with completion of the sale of and payment for the [Underwritten] Notes; (ii) any suspension of trading of any securities of NNA on any exchange or in any over the counter market; (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange; (iv) any material disruption in commercial banking, securities entitlement or clearance services in the United States; (v) any banking moratorium declared by federal or New York authorities; or (vi) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of the Representative, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the [Underwritten] Notes.

(f) At the Closing Date, Ryan L. Nelson, Esq., General Counsel of the Seller and the Servicer, or other counsel satisfactory to the Representative in its reasonable judgment, shall have furnished to the Representative such counsel’s written opinion, dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters and counsel to the Underwriters.

(g) At the Closing Date, Mayer Brown LLP, special counsel to the Seller and the Servicer, shall have furnished to the Representative their written opinion, dated as of the Closing Date, with respect to general corporate matters, tax matters, matters relating to the 1940 Act, the validity of the Notes, the Registration Statement and the Final Prospectus, the effectiveness of such Registration Statement and the information contained in each of the Registration Statement and the Final Prospectus, in form and substance reasonably satisfactory to the Underwriters and counsel to the Underwriters.

(h) At the Closing Date, Mayer Brown LLP, or such counsel as may be reasonably acceptable to the Underwriters, shall have furnished their written opinion, dated the Closing Date, with respect to the characterization of the transfer of the Receivables by the Servicer to the Seller and with respect to other bankruptcy and perfection of security interest matters, in form and in substance reasonably satisfactory to the Underwriters and counsel to the Underwriters.

(i) At the Closing Date, [__________________________], counsel to the Underwriters, shall have furnished their written opinion dated the Closing Date, with respect to the validity of the Notes and such other related matters as the Representative shall require, in form and substance reasonably satisfactory to the Underwriters, and the Seller shall have furnished or caused to be furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters.

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(j) At the Closing Date, [__________________________], counsel to the Trust and the Owner Trustee, shall have furnished their written opinions addressed to you, the Seller and the Servicer, dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters and counsel to the Underwriters.

(k) At the Closing Date, [__________________________], counsel to the Indenture Trustee, shall have furnished their written opinion, dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters and counsel to the Underwriters.

(l) The Representative shall have received an officer’s certificate dated the Closing Date of the Chairman of the Board, the President or any Vice President and by a principal financial or accounting officer of each of the Seller and the Servicer in which each such officer shall state that, to the best of such officer’s knowledge after reasonable investigation, the representations and warranties of the Seller or the Servicer, as applicable, contained in the Sale and Servicing Agreement and the representations and warranties of the Servicer or the Seller, as applicable, contained in the Purchase Agreement are true and correct in all material respects and that the Seller or the Servicer, as applicable, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under such agreements at or prior to the Closing Date in all material respects.

(m) The Representative shall have received evidence of ratings letters that assign the ratings to the [Underwritten] Notes as specified in the Ratings Free Writing Prospectus.

(n) On or prior to the Closing Date, the Seller shall have furnished to the Representative such further certificates and documents as the Representative shall reasonably have required.

(o) At the Closing Date, the Representative shall have received an opinion of in-house counsel to [____________], as Asset Representations Reviewer, in form and substance reasonably satisfactory to the Underwriters and counsel to the Underwriters.

(p) [The Representative shall have receive an opinion of special counsel to the [Swap Counterparty][Cap Provider], dated the Closing Date and satisfactory in form and substance to the Representative and its counsel, with respect to the enforceability of the Interest Rate [Swap][Cap] Agreement(s).]

8. Indemnification and Contribution.

(a) The Seller and the Servicer shall, jointly and severally, indemnify and hold each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (each, a “Control Person”) and the respective officers, managers, directors, agents and employees of any of the foregoing harmless against any losses, claims, damages or liabilities, joint or several, to which such Underwriter or Control Person may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus (it being understood that such indemnification with respect to the Preliminary Prospectus does not include the omission of pricing and price-dependent information, which information shall of necessity appear only in the Final Prospectus), the Ratings Free Writing

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Prospectus, the Final Prospectus, any Form ABS-15G furnished to the Commission on EDGAR with respect to the transactions contemplated by this Agreement (each, a “Furnished ABS-15G”), any amendment or supplement thereto, or any materials included in a Road Show authorized or approved by the Seller and the Servicer (when read together with the Preliminary Prospectus) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter and Control Person for any legal or other expenses reasonably incurred by such Underwriter or Control Person in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that neither the Seller nor the Servicer will be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with the Underwriter Information (as defined below).

(b) Each Underwriter shall, severally and not jointly, indemnify and hold harmless the Seller, the Servicer and the respective officers, managers, directors, agents and employees of any of the foregoing against any losses, claims, damages or liabilities to which the Seller or the Servicer may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus, the Ratings Free Writing Prospectus, the Final Prospectus, any Furnished ABS-15G, any amendment or supplement thereto, or any materials included in a Road Show authorized or approved by the Seller and the Servicer (when read together with the Preliminary Prospectus) or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with information furnished to the Seller or the Servicer by such Underwriter through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by the Seller or the Servicer in connection with investigating or defending any such action or claim as such expenses are incurred. The Seller and the Servicer acknowledge and agree that the only such information furnished to the Seller or the Servicer by any Underwriter through the Representative consists of the following: the statements in [(i) the second paragraph (concerning initial offering prices, concessions and reallowances) and (ii) the eighth paragraph (concerning stabilizing and other activities) under the heading “Underwriting” in each of the Preliminary Prospectus and the Final Prospectus (collectively, the “Underwriter Information”).]

(c) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnity may be sought pursuant to either of the two preceding paragraphs, such person (the “Indemnified Party”) shall promptly notify the person against whom such indemnity may be sought (the “Indemnifying Party”) in writing of the commencement thereof, but the omission to so notify the Indemnifying Party will not relieve it from any liability which it may have to any Indemnified Party otherwise than under such preceding paragraphs, and with respect to such preceding paragraphs, any such omission shall not relieve it from any liability except to the extent it has been materially prejudiced by such omission. In case any such action is brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the

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Indemnifying Party will be entitled to participate therein and, to the extent that it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may be counsel to the Indemnifying Party) and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof and after acceptance of counsel by the Indemnified Party, the Indemnifying Party will not be liable to such Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel to the Indemnified Party) that there may be legal defenses available to it or other Indemnified Parties that are different from or in addition to those available to the Indemnifying Party, (iii) a conflict or potential conflict exists (based upon advice of counsel to the Indemnified Party) between the Indemnified Party and the Indemnifying Party (in which case the Indemnifying Party will not have the right to direct the defense of such action on behalf of the Indemnified Party) or (iv) the Indemnifying Party has elected to assume the defense of such proceeding but has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Party. The Indemnifying Party shall not, with respect to any action brought against any Indemnified Party, be liable for the fees and expenses of more than one firm (in addition to any local counsel) for all Indemnified Parties, and all such fees and expenses shall be reimbursed within a reasonable period of time as they are incurred. Any separate firm appointed for the Underwriters and any Control Person in accordance with this subsection (c) shall be designated in writing by the Representative, and any such separate firm appointed for the Seller or the Servicer, or its respective managers, directors or officers who sign the Registration Statement and Control Persons in accordance with this subsection (c) shall be designated in writing by the Seller or the Servicer, as the case may be. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent, with respect to an action of which the Indemnifying Party was notified and had the opportunity to participate in (whether or not it chose to so participate), the Indemnifying Party agrees to indemnify any Indemnified Party from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse the Indemnified Party for fees and expenses of counsel as contemplated by the fourth sentence of this paragraph, the Indemnifying Party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 60 days after actual receipt by a legal officer of such Indemnifying Party of the aforesaid request, and during such 60 day period the Indemnifying Party has not responded thereto, and (ii) such Indemnifying Party shall not have reimbursed the Indemnified Party in accordance with such request prior to the date of such settlement. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement (x) includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceeding and (y) does not include a statement as to or admission of fault, culpability or a failure to act by or on behalf of such Indemnified Party.

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(d) If the indemnification provided for in this Section is unavailable or insufficient to hold harmless an Indemnified Party under subsection (a) or (b) above, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above in such proportion as is appropriate to reflect the relative benefits received by the Seller and the Servicer on the one hand and the Underwriters on the other from the offering of the [Underwritten] Notes. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each Indemnifying Party shall contribute to such amount paid or payable by such Indemnified Party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Seller and the Servicer on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits received by the Seller and the Servicer on the one hand and the Underwriters on the other shall be deemed to be in the same proportion that the total net proceeds from the offering (before deducting expenses) received by the Seller and the Servicer bear to the total underwriting discounts and commissions received by the Underwriters. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Seller or the Servicer or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Seller, the Servicer and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to above in this subsection (d). The amount paid by an Indemnified Party as a result of the losses, claims, damages or liabilities referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any action or claim which is the subject of this subsection (d). Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the [Underwritten] Notes underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint.

(e) The obligations of the Seller and the Servicer under this Section shall be in addition to any liability which the Seller or the Servicer may otherwise have and shall extend, upon the same terms and conditions, to each officer, manager, director, agent and employee of the Underwriters and to each Control Person; and the obligations of the Underwriters under this Section shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each manager, director, officer, agent and employee of the Seller or the Servicer and to each officer of the Seller or the Servicer who has signed the Registration Statement.

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9. Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Seller, the Servicer or their respective officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation or statement as to the results thereof made by or on behalf of any Underwriter, the Seller or the Servicer or any of their respective representatives, officers, managers or directors or any Control Person, and will survive delivery of and payment for the [Underwritten] Notes. If this Agreement is terminated pursuant to Section 10 or if for any reason the purchase of the [Underwritten] Notes by the Underwriters is not consummated, the Seller shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5, and the respective obligations of the Seller and the Underwriters pursuant to Section 8 shall remain in effect. If the purchase of the [Underwritten] Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 10, the Seller will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the [Underwritten] Notes. The provisions of Section 5(h), Section 8, Section 11, Section 13, Section 16 and Section 18 shall survive the termination or cancellation of this Agreement.

10. Failure to Purchase the [Underwritten] Notes. If any Underwriter or Underwriters default on their obligations to purchase the [Underwritten] Notes hereunder and the aggregate principal amount of [Underwritten] Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of such [Underwritten] Notes, the Representative may make arrangements satisfactory to the Seller for the purchase of such Notes by other persons, including the nondefaulting Underwriter or Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting Underwriter or Underwriters shall be obligated, in proportion to their commitments hereunder, to purchase the [Underwritten] Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so default and the aggregate principal amount of the [Underwritten] Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of the [Underwritten] Notes, as applicable, and arrangements satisfactory to the nondefaulting Underwriter or Underwriters and the Seller for the purchase of such [Underwritten] Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Seller, except as provided in Section 9.

As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter or Underwriters from liability for its default.

11. Notices. All communications hereunder will be in writing and (i) if sent to the Representative or the Underwriters will be mailed, delivered, sent by facsimile or by e-mail transmission and confirmed to [_], Attention [_], (facsimile number [_]), (email: [_]), and (ii) if sent to the Seller, will be mailed, delivered, sent by facsimile or by e-mail transmission and confirmed to it at Nissan Auto Receivables Company II LLC, One Nissan Way, Franklin, TN 37067, Attention Treasurer (facsimile number [_]) (e-mail: [_]), or, as to each of the foregoing, at such other address, facsimile number or e-mail address as shall be designated by written notice to the other party; provided that all reports, statements or other communications deliverable to the Representative or the Underwriters hereunder shall be deemed to be delivered if a copy of such report, statement or other communication has been posted on a publicly available website or filed with the Commission.

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12. No Bankruptcy Petition. Each Underwriter, severally and not jointly, agrees that, prior to the date which is one year and one day after the payment in full of all securities issued by the Seller or by a trust for which the Seller was the depositor which securities were rated by any nationally recognized statistical rating organization, it will not institute against, or join any other person in instituting against, the Seller or any such trust any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any federal or state bankruptcy or similar law.

13. Successors. This Agreement will inure to the benefit of and be binding upon the Underwriters and the Seller and their respective successors and the officers, managers, directors, agents and employees and Control Persons referred to in Section 8, and no other person will have any right or obligations hereunder.

14. Representation of Underwriters. The Representative will act for the several Underwriters in connection with the transactions described in this Agreement, and any action taken by the Representative under this Agreement will be binding upon all the Underwriters.

15. Representations, Warranties and Covenants of Underwriters. With respect to any offers or sales of the [Underwritten] Notes outside the United States (and solely with respect to any such offers and sales) each Underwriter severally and not jointly makes the following representations, warranties and covenants:

(a) Each Underwriter represents and agrees that it will comply with all applicable laws and regulations in each jurisdiction in which it purchases, offers or sells the [Underwritten] Notes or possesses or distributes the Preliminary Prospectus or the Final Prospectus or any other offering material and will obtain any consent, approval or permission required by it for the purchase, offer or sale by it of the [Underwritten] Notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers or sales and neither the Seller or the Servicer shall have any responsibility therefor;

(b) No action has been or will be taken by such Underwriter that would permit public offering of the [Underwritten] Notes or possession or distribution of any offering material in relation to the [Underwritten] Notes in any jurisdiction where action for that purpose is required unless the Seller or the Servicer has agreed to such actions and such actions have been taken;

(c) Each Underwriter represents and agrees that it will not offer, sell or deliver any of the [Underwritten] Notes or distribute any such offering material in or from any jurisdiction except under circumstances that will result in compliance with applicable laws and regulations and that will not impose any obligation on the Seller or the Servicer or the Underwriters;

(d) Such Underwriter acknowledges that it is not authorized to give any information or make any representation in relation to the [Underwritten] Notes other than (i) oral communications that are consistent with the Preliminary Prospectus, the Ratings Free Writing Prospectus or the Final Prospectus and would not cause the Trust, the Seller or the Servicer to incur liability, (ii) those contained or incorporated by reference in the Preliminary Prospectus, the Ratings Free Writing Prospectus or the Final Prospectus for the Notes, (iii) an Underwriter Free Writing Prospectus in accordance with Section 6 of this Agreement, and (iv) such additional information, if any, as the Seller or the Servicer shall, in writing, provide to and authorize such Underwriter so to use and distribute to actual and potential purchasers of the [Underwritten] Notes;

(NAROT 20[__]-[__] Underwriting Agreement)

(e) Each Underwriter has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000, as amended, (“FSMA”) with respect to anything done by it in relation to any [Underwritten] Notes in, from or otherwise involving the United Kingdom;

(f) Each Underwriter has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer or the Depositor;

(g) Each Underwriter, severally and not jointly, represents to the Seller and the Servicer that as of the date of this Agreement, it (a) has not delivered any Rating Information to any Rating Agency or any other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), and (b) has not participated in any oral communication of Rating Information with any Rating Agency or any other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act) unless a designated representative from the Servicer participated in such communication;

(h) Each Underwriter severally represents and agrees that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any [Underwritten] Notes to UK any retail investor in the United Kingdom. For the purposes of this provision:

(i) the expression “UK retail investor” means a person who is one (or more) of the following: (A) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended (the “EUWA”); or (B) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of the domestic law of the United Kingdom by virtue of the EUWA; or (C) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 (as amended) (the “Prospectus Regulation”) as it forms part of the domestic law of the United Kingdom by virtue of the EUWA; and

(ii) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes.

(NAROT 20[__]-[__] Underwriting Agreement)

(i) Each Underwriter represents and warrants that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Notes to any EU retail investor in the European Economic Area. For the purposes of this provision:

(i) the expression “EU retail investor” means a person who is one (or more) of the following: (A) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (B) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (C) not a qualified investor as defined in the Prospectus Regulation; and

(ii) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes.

16. Acknowledgment. Each of the Seller and the Servicer hereby acknowledges and agrees that pursuant to this Agreement that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Seller and the Servicer with respect to the offering of the [Underwritten] Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Seller, the Servicer or any other Person. Additionally, neither the Representative nor any other Underwriter is advising the Seller, the Servicer or any other Person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. Each of the Seller and the Servicer shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Seller or the Servicer with respect thereto. Any review by the Underwriters of the Seller, the Servicer, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Seller or the Servicer.

17. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). EACH PARTY HERETO HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY SHALL HAVE NONEXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THEM PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT; PROVIDED, THAT EACH PARTY HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE BOROUGH OF MANHATTAN IN NEW YORK CITY. EACH PARTY HERETO SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH PARTY HERETO HEREBY WAIVES ANY OBJECTION THAT SUCH PARTY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH PARTY AT ITS ADDRESS

(NAROT 20[__]-[__] Underwriting Agreement)

DETERMINED IN ACCORDANCE WITH SECTION 11 AND THAT SERVICE SO MADE SHALL BE COMPLETED UPON SUCH PARTY’S ACTUAL RECEIPT THEREOF. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

18. Counterparts and Electronic Signature. This Agreement may be executed by each of the parties hereto in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Each party agrees that this Agreement and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Agreement or such other documents shall have the same effect as manual signatures for the purpose of validity, enforceability and admissibility.

19. Recognition of the U.S. Special Resolution Regimes.

(a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

(c) For purposes of this Section 19, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

[remainder of page intentionally left blank]

(NAROT 20[__]-[__] Underwriting Agreement)

If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon it will become a binding agreement among the Seller, the Servicer and the several Underwriters in accordance with its terms.

Very truly yours,
NISSAN AUTO RECEIVABLES
COMPANY II LLC
By:
	Name:
	Title:
NISSAN MOTOR ACCEPTANCE
COMPANY LLC
By:
	Name:
	Title:

S-1

(NAROT 20[__]-[__] Underwriting Agreement)

The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written:

[___________________],

not in its individual capacity, but solely as Representative of the several Underwriters

By:

Name:

Title:

Acting on behalf of itself and as Representative of the Several Underwriters.

S-2

(NAROT 20[__]-[__] Underwriting Agreement)

SCHEDULE 1

Underwriters

Principal Amount of Class A-1 Notes

Principal Amount of Class A-2 [a] Notes

[Principal Amount of Class A-2b Notes]

Principal Amount of Class A-3 Notes

Principal Amount of Class A-4 Notes

[Principal Amount of Class B Notes]

[________].

$

[____

]

$

[____

]

$

[____

]

$

[____

]

$

[____

]

$

[____

]

[________].

$

[____

]

$

[____

]

$

[____

]

$

[____

]

$

[____

]

$

[____

]

[________].

$

[____

]

$

[____

]

$

[____

]

$

[____

]

$

[____

]

$

[____

]

[________].

$

[____

]

$

[____

]

$

[____

]

$

[____

]

$

[____

]

$

[____

]

[________].

$

[____

]

$

[____

]

$

[____

]

$

[____

]

$

[____

]

$

[____

]

[________].

$

[____

]

$

[____

]

$

[____

]

$

[____

]

$

[____

]

$

[____

]

[________].

$

[____

]

$

[____

]

$

[____

]

$

[____

]

$

[____

]

$

[____

]

[________].

$

[____

]

$

[____

]

$

[____

]

$

[____

]

$

[____

]

$

[____

]

Total

$

[____

]

$

[____

]

$

[____

]

$

[____

]

$

[____

]

$

[____

]

(NAROT 20[__]-[__] Underwriting Agreement)

EX-3.1

Exhibit 3.1

CERTIFICATE OF FORMATION

OF

NISSAN AUTO RECEIVABLES COMPANY II LLC

The undersigned desires to form a limited liability company pursuant to the provisions of the Delaware Limited Liability Company Act, 6 Del C. §18-101 et seq., and hereby states as follows:

ARTICLE I

The name of the limited liability company is Nissan Auto Receivables Company II LLC (hereinafter referred to as the “Company”).

ARTICLE II

The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 251 Little Falls Drive, Wilmington, County of New Castle, Delaware 19808.

ARTICLE III

The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 251 Little Falls Drive, Wilmington, County of New Castle, Delaware 19808.

ARTICLE IV

This Certificate of Formation shall be effective on April 1, 2021 at 3:01 a.m. Eastern Daylight Time.

IN WITNESS OF THE FOREGOING, the undersigned has duly executed this Certificate of Formation this 31st day of March, 2021.

By:	/s/ Timothy Hauck
	Name: Timothy Hauck
	Title:  Authorized Person

Nissan Auto Receivables Company II LLC

Certificate of Formation

EX-3.2

Exhibit 3.2

LIMITED LIABILITY COMPANY AGREEMENT

OF

NISSAN AUTO RECEIVABLES COMPANY II LLC

This Limited Liability Company Agreement (together with the schedules attached hereto, this “Agreement”) of Nissan Auto Receivables Company II LLC (the “Company”), is entered into by Nissan Motor Acceptance Company LLC, as the sole equity member (the “Member”), and Kevin P. Burns and Cheryl A. Lawrence, as the Independent Managers (as defined on Schedule A hereto). Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.

WHEREAS, Nissan Auto Receivables Corporation II (the “Corporation”) was incorporated as a Delaware corporation on November 9, 2000;

WHEREAS, by unanimous written consent, the board of directors of the Corporation adopted a resolution adopting and approving the conversion of the Corporation to a Delaware limited liability company and the adoption of this Agreement, and recommending the adoption of such conversion and this Agreement to the sole stockholder of the Corporation, pursuant to Sections 141(f) and 266 of the General Corporation Law of the State of Delaware (as amended from time to time, the “DGCL”);

WHEREAS, by unanimous written consent, the sole stockholder of the Corporation adopted and approved the conversion of the Corporation to a limited liability company and the adoption of this Agreement pursuant to Sections 228 and 266 of the DGCL;

WHEREAS, on the date hereof, the Corporation was converted to a limited liability company pursuant to Section 18-214 of the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.) (as amended from time to time, the “Act”) and Section 266 of the DGCL (the “Conversion”), by causing the filing with the Secretary of State of the State of Delaware of a certificate of conversion to limited liability company (the “Certificate of Conversion”) and a certificate of formation of the Company (as amended from time to time, the “Certificate of Formation”); and

WHEREAS, pursuant to this Agreement and the Conversion, all shares of capital stock in the Corporation are converted into limited liability company interests in the Company and the sole stockholder of the Corporation is admitted as a member of the Company owning 100% of the limited liability company interests in the Company.

NOW, THEREFORE, the Independent Managers and the Member hereby agree as follows effective as the date hereof:

Section 1. Name.

The name of the limited liability company is Nissan Auto Receivables Company II LLC.

Section 2. Principal Business Office.

The principal business office of the Company shall be located at One Nissan Way, Franklin, Tennessee, 37067, or such other location as may hereafter be determined by the Member.

Section 3. Registered Office.

The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 251 Little Falls Drive, Wilmington, County of New Castle, Delaware 19808.

Section 4. Registered Agent.

The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 251 Little Falls Drive, Wilmington, County of New Castle, Delaware 19808.

Section 5. Members.

(a) The mailing address of the Member is set forth on Schedule B attached hereto.

(b) Subject to Section 9(j), the Member may act by written consent.

(c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 22 and 24, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 23 and 24), each Person acting as an Independent Manager pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, and (ii) such successor has also accepted its appointment as Independent Manager pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation, division or conversion of the Company. In order to implement the admission to the Company of each Special Member, each Person acting as an Independent Manager pursuant to Section 10 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each Person acting as an Independent Manager pursuant to Section 10 shall not be a member of the Company.

2

Section 6. Conversion; Certificates.

(a) Effective as of the time of the Conversion, (i) the Certificate of Incorporation of the Corporation and the Bylaws of the Corporation, each as in effect on the date hereof, are replaced and superseded in their entirety by the Certificate of Formation and this Agreement in respect of all periods beginning on or after the Conversion, (ii) all of the shares of capital stock in the Corporation issued and outstanding immediately prior to the Conversion are converted to all the limited liability company interests in the Company, (iii) the sole stockholder of the Corporation is hereby automatically admitted as a member of the Company owning 100% of the limited liability company interests in the Company, (iv) the Member continues the business of the Corporation without dissolution in the form of a Delaware limited liability company governed by this Agreement, and (v) in accordance with Section 18-214(g) of the Act, the Company shall constitute a continuation of the existence of the Corporation in the form of a Delaware limited liability company and, for all purposes of the laws of the State of Delaware, the Company shall be deemed to be the same entity as the Corporation. All certificates evidencing shares of capital stock of the Corporation issued by the Corporation and outstanding immediately prior to the Conversion shall be surrendered to the Company and shall be canceled on the books and records of the Corporation.

(b) Timothy Hauck is hereby designated as an “authorized person” within the meaning of the Act, and in such capacity has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, their powers as an “authorized person” ceased, and the Member thereupon became the designated “authorized person” and shall continue as the designated “authorized person” within the meaning of the Act. The Member or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business.

(c) The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation as provided in the Act.

(d) Notwithstanding any provision herein to the contrary, all references in this Agreement to Nissan Motor Acceptance Company LLC, a Delaware limited liability company, shall be deemed to refer to (i) Nissan Motor Acceptance Corporation, a California corporation, for all periods of time prior to the conversion (the “First California Conversion”) of Nissan Motor Acceptance Corporation, a California corporation, to Nissan Motor Acceptance Company LLC, a California limited liability company, or (ii) Nissan Motor Acceptance Company LLC, a California limited liability company, for all periods of time from the effective time of the First California Conversion to the effective time of the conversion of Nissan Motor Acceptance Company LLC, a California limited liability company, to Nissan Motor Acceptance Company LLC, a Delaware limited liability company.

3

Section 7. Purposes. (a) The purpose to be conducted or promoted by the Company is to engage in the following activities:

(i) to purchase, accept capital contributions of or otherwise acquire from time to time (A) motor vehicle retail installment sale contracts and motor vehicle installment loans, including rights to payment of any interest, finance charges or fees and any other rights with respect thereto (the “Receivables”), (B) security interests in the motor vehicles financed by the Receivables (the “Financed Vehicles”) and any accessions thereto; and (C) rights, interests and proceeds related to the foregoing (collectively, “Related Assets”);

(ii) to own, hold, service, sell, assign, transfer, pledge, grant security interests in or otherwise exercise ownership rights with respect to the Receivables and Related Assets;

(iii) to issue and sell, directly or indirectly, one or more series of Securities;

(iv) to form Issuers, act as depositor or in a similar capacity with respect to Issuers, and acquire, hold and otherwise deal with interests in Issuers;

(v) to acquire, own, hold, transfer, assign, pledge, sell and otherwise deal with any interests in an Issuer or Securities issued by an Issuer;

(vi) to enter into, execute and deliver any underwriting agreement, purchase or placement agreement relating to the sale or placement of any securities issued by an Issuer, any sale agreement, servicing agreement, trust agreement, purchase agreement, administration agreement, custodial agreement, asset representations reviewer agreement or any other agreement which may be required or advisable to effect the administration or servicing of the Receivables and Related Assets or the issuance and sale of any Securities (each, a “Securitization Agreement”), and to perform its obligations under each Securitization Agreement to which it is a party;

(vii) to establish any reserve account, spread account or other credit enhancement for the benefit of Securities issued by the Company or any Issuer and to loan, transfer or otherwise invest any proceeds from Receivables and Related Assets and any other income as determined by the Board;

(viii) to enter into any interest rate or basis swap, cap, floor or collar agreements, currency exchange agreements or similar hedging transactions relating to any Receivables and Related Assets or for the benefit of any Security issued by the Company or any Issuer (each, a “Hedging Agreement”);

(ix) to prepare, execute and file with the Securities and Exchange Commission registration statements (including a form of prospectus), relating to Securities and any filings or reports related to Securities pursuant to the Securities Act of 1933 or the Securities and Exchange Act of 1934, each as amended, and any rules or regulations thereunder;

4

(x) to prepare any prospectus, offering or disclosure documents relating to Securities; and

(xi) to engage in any lawful act or activity and to exercise any powers permitted to limited liability companies organized under the laws of the State of Delaware that are related or incidental to and necessary, convenient or advisable for the accomplishment of the above-mentioned purposes.

(b) The Company is hereby authorized to execute, deliver and perform, and any Manager or Officer on behalf of the Company is hereby authorized to execute and deliver, the Transaction Documents and all documents, agreements, certificates, or financing statements contemplated thereby or related thereto, and take all action that may be necessary or desirable in furtherance of the foregoing, all without any further act, vote or approval of any Member, Manager, Officer or other Person notwithstanding any other provision of this Agreement, the Act or applicable law, rule or regulation. The foregoing authorization shall not be deemed a restriction on the powers of the Member or any Manager or Officer to enter into other agreements on behalf of the Company.

Section 8. Powers.

Subject to Section 9(j), the Company, and the Board of Managers and the Officers of the Company on behalf of the Company, (i) shall have and exercise all powers necessary, convenient or incidental to accomplish its purposes as set forth in Section 7 and (ii) shall have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Section 9. Management.

(a) Board of Managers. Subject to Section 9(j), the business and affairs of the Company shall be managed by or under the direction of a Board of one or more Managers designated by the Member. Subject to Section 10, the Member may determine at any time in its sole and absolute discretion the number of Managers to constitute the Board. The authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, upon notice to all Managers, and subject in all cases to Section 10. The initial number of Managers shall be five, two of which shall be Independent Managers pursuant to Section 10. Each Manager elected, designated or appointed by the Member shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation, expulsion or removal. Each Manager shall execute and deliver the Managers’ Agreement. A Manager need not be a Member. As of the date hereof, the Managers designated by the Member are listed on Schedule D hereto, and any person who was a director of the Corporation prior to the Conversion and is not listed on Schedule D hereto shall not be a Manager as of the date hereof. The Member hereby agrees that only the Board of the Company, the Officers of the

5

Company and authorized agents of the Company shall have the authority to bind the Company. The Member shall not have any authority to act for or bind the Company by reason of its status as such, but shall have only the right to vote on and approve the actions herein specified to be voted on or approved by the Member.

(b) Powers. Subject to Section 9(j), the Board of Managers shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise. Subject to Sections 7 and 9, the Board of Managers has the authority to bind the Company.

(c) Meeting of the Board of Managers. The Board of Managers of the Company may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board. Special meetings of the Board may be called by the President on not less than one day’s notice to each Manager by telephone, e-mail, mail or any other means of communication, and special meetings shall be called by the President or Secretary in like manner and with like notice upon the written request of any one or more of the Managers.

(d) Quorum; Acts of the Board. At all meetings of the Board, a majority of the Managers shall constitute a quorum for the transaction of business and, except as otherwise provided in any other provision of this Agreement, the act of a majority of the Managers present at any meeting at which there is a quorum shall be the act of the Board. If a quorum shall not be present at any meeting of the Board, the Managers present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all members of the Board or any such committee, as the case may be, other than the Independent Managers unless the consent of the Independent Managers is expressly required hereunder, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or such committee, as the case may be.

(e) Electronic Communications. Members of the Board, or any committee designated by the Board, may participate in meetings of the Board, or of any committee, by means of telephone or video conference or similar communications equipment that allows all Persons participating in the meeting to hear each other, and such participation in a meeting shall constitute presence in Person at the meeting. If all the participants are participating by telephone or video conference or similar communications equipment, the meeting shall be deemed to be held at the principal place of business of the Company.

(f) Committees of Managers.

(i) The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Managers of the Company. The Board may designate one or more Managers as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee.

6

(ii) In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such members constitute a quorum, may unanimously appoint another member of the Board to act at such meeting in the place of any such absent or disqualified member.

(iii) Any such committee of the Board, to the extent provided in the resolution of the Board, and subject to, in all cases, Sections 9(j) and 10, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board. Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

(g) Compensation of Managers; Expenses. The Board shall have the authority to fix the compensation of Managers. The Managers may be paid their expenses, if any, of attendance at meetings of the Board, which may be a fixed sum for attendance at each meeting of the Board or a stated salary as Manager. No such payment shall preclude any Manager from serving the Company in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

(h) Removal of Managers. Unless otherwise restricted by law and subject to Section 10, any Manager or the entire Board of Managers may be removed or expelled, with or without cause, at any time by the Member, and, subject to Section 10, any vacancy caused by any such removal or expulsion may be filled by action of the Member.

(i) Managers as Agents. To the extent of their powers set forth in this Agreement and subject to Section 9(j), the Managers are agents of the Company for the purpose of the Company’s business, and the actions of the Managers taken in accordance with such powers set forth in this Agreement shall bind the Company. Notwithstanding the last sentence of Section 18-402 of the Act, a Manager may not bind the Company except as provided in this Agreement or in a resolution of the Managers.

(j) Limitations on the Company’s Activities.

(i) This Section 9(j) is being adopted in order to comply with certain provisions required in order to qualify the Company as a “special purpose” entity.

(ii) The Member shall not, so long as any Obligation is outstanding, amend, alter, change or repeal the definition of “Independent Manager” or Sections 5(c), 7, 8, 9, 10, 16, 21, 22, 23, 24, 25, 26, 27, 31 or 32 or Schedule A of this Agreement without the unanimous written consent of the Board (including all Independent Managers). Subject to this Section 9(j), the Member reserves the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Section 32.

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(iii) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Member, the Board, any Officer or any other Person, so long as any Obligation is outstanding, neither the Member nor the Board nor any Officer nor any other Person shall be authorized or empowered on behalf of the Company, nor shall they permit the Company, to, and the Company shall not, without the prior unanimous written consent of the Member and the Board (including all Independent Managers), take any Material Action, provided, however, that so long as any Obligation is outstanding the Board may not vote on, or authorize the taking of, any Material Action, unless there are at least two Independent Managers then serving in such capacity and all such Independent Managers have consented to such action.

(iv) The Board shall cause the Company to do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises; provided, however, that the Company shall not be required to preserve any such right or franchise if: (1) the Board shall determine that the preservation thereof is no longer desirable for the conduct of its business and that the loss thereof is not disadvantageous in any material respect to the Company and (2) the Rating Agency Condition is satisfied. The Board also shall cause the Company to:

(A) maintain its own books and records and bank accounts separate from the Member or any other person;

(B) at all times hold itself out to the public and all other Persons as a legal entity separate from the Member and any other Person;

(C) have a Board of Managers separate from that of the Member and any other Person;

(D) file its own tax returns, if any, as may be required under applicable law, to the extent (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law;

(E) except as contemplated by the Transaction Documents, not commingle its assets with assets of the Member or any other Person;

(F) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence;

(G) maintain separate financial statements;

(H) pay its own liabilities only out of its own funds;

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(I) maintain an arm’s length relationship with its Affiliates and the Member;

(J) pay the salaries of its own employees, if any;

(K) not hold out its credit or assets as being available to satisfy the obligations of others;

(L) to the extent its office is located in the offices of any Affiliate, pay fair market rent for its office space located therein, and otherwise allocate fairly and reasonably any overhead expenses shared with any Affiliate, and not engage in any business transaction with any Affiliate unless on an arm’s-length basis;

(M) use separate stationery, invoices and checks;

(N) except as contemplated by the Transaction Documents, not pledge its assets for the benefit of any other Person,

(O) correct any known misunderstanding regarding its separate identity;

(P) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities;

(Q) cause its Board of Managers to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe all other Delaware limited liability company formalities;

(R) not acquire any securities of the Member; and

(S) cause the Managers, Officers, agents and other representatives of the Company to act at all times with respect to the Company consistently and in furtherance of the foregoing limitations and in the best interests of the Company.

Failure of the Company, or the Member or the Board on behalf of the Company, to comply with any of the foregoing covenants or any other covenants contained in this Agreement shall not affect the status of the Company as a separate legal entity or the limited liability of the Member or the Managers.

(v) So long as any Obligation is outstanding, the Board shall not cause or permit the Company to:

(A) except as contemplated by the Transaction Documents, guarantee or become obligated for the debts of any Person, including any Affiliate;

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(B) engage, directly or indirectly, in any business other than the actions required or permitted to be performed under Section 7, the Transaction Documents or this Section 9(j);

(C) incur, create or assume any indebtedness other than as expressly permitted hereunder and under the Transaction Documents;

(D) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person (other than any Issuer), except that the Company may invest in those investments permitted under the Transaction Documents and may make any advance required or expressly permitted to be made pursuant to any provisions of the Transaction Documents and permit the same to remain outstanding in accordance with such provisions;

(E) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, asset sale or transfer of ownership interests other than such activities as are expressly permitted pursuant to any provision of the Transaction Documents; or

(F) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) other than any Issuer.

Section 10. Independent Managers.

As long as any Obligation is outstanding, the Member shall cause the Company at all times to have at least two Independent Managers who will be appointed by the Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Managers shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iii). No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Manager by a written instrument, which may be a counterpart signature page to the Managers’ Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 5(c). In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. Each Independent Manager is a “manager” of the Company within the meaning of the Act; however, all right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement and the Independent Managers shall otherwise have no authority to bind the Company. Except as provided in the second sentence of this Section 10, in exercising their rights and performing their duties under this Agreement, any Independent Manager shall have fiduciary duties identical to those of a director of a business corporation organized under the DGCL. No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

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Section 11. Officers.

(a) Officers. The initial Officers of the Company shall be the Officers of the Corporation immediately prior to the effective time of the Conversion, as listed on Schedule E hereto. The additional or successor Officers of the Company shall be chosen by the Board and shall consist of at least a President, a Secretary and a Treasurer. The Board may also choose one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers. Any number of offices may be held by the same person. The Board may appoint such other Officers and agents as it shall deem necessary or advisable who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. The salaries of all Officers and agents of the Company shall be fixed by or in the manner prescribed by the Board. The Officers of the Company shall hold office until their successors are chosen and qualified. Any Officer may be removed at any time, with or without cause, by the affirmative vote of a majority of the Board. Any vacancy occurring in any office of the Company shall be filled by the Board.

(b) President. The President shall be the chief executive officer of the Company, shall preside at all meetings of the Board, shall be responsible for the general and active management of the business of the Company and shall see that all orders and resolutions of the Board are carried into effect. The President or any other Officer authorized by the President or the Board shall execute all bonds, mortgages and other contracts, except: (i) where required or permitted by law or this Agreement to be otherwise signed and executed, including Section 7(b); (ii) where signing and execution thereof shall be expressly delegated by the Board to some other Officer or agent of the Company; and (iii) as otherwise permitted in Section 11(c).

(c) Vice President. In the absence of the President or in the event of the President’s inability to act, the Vice President, if any (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board, or in the absence of any designation, then in the order of their election), shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions imposed upon the President pursuant to this Agreement and the Act. The Vice Presidents, if any, shall perform such other duties and have such other powers as the Board may from time to time prescribe.

(d) Secretary and Assistant Secretary. The Secretary shall be responsible for filing legal documents and maintaining records for the Company. The Secretary shall attend all meetings of the Board and record all the proceedings of the meetings of the Company and of the Board in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or shall cause to be given, notice of all meetings of the Member, if any, and special meetings of the Board, and shall perform such other duties as may be prescribed by the Board or the President, under whose supervision the Secretary shall serve. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board (or if there be no such determination, then in order of their election), shall, in the absence of the Secretary or in the event of the Secretary’s inability to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board may from time to time prescribe.

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(e) Treasurer and Assistant Treasurer. The Treasurer shall have the custody of the Company funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the Company as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and to the Board, at its regular meetings or when the Board so requires, an account of all of the Treasurer’s transactions and of the financial condition of the Company. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of the Treasurer’s inability to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board may from time to time prescribe.

(f) Officers as Agents. The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Board not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and, subject to Section 9(j), the actions of the Officers taken in accordance with such powers shall bind the Company.

(g) Duties of Board and Officers. Except to the extent otherwise provided herein, each Manager and Officer shall have fiduciary duties identical to those of directors and officers of business corporations organized under the DGCL.

Section 12. Limited Liability.

Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and neither the Member nor the Special Members nor any Manager or Officer shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member, Special Member, Manager or Officer of the Company.

Section 13.Capital Contributions.

The Member contributed property to the Company prior to the date of this Agreement and the current value of all property previously contributed by the Member to the Company is reflected on the books and records of the Member. In accordance with Section 5(c), the Special Members shall not be required to make any capital contributions to the Company.

Section 14. Additional Contributions.

The Member is not required to make any additional capital contribution to the Company. However, the Member may make additional capital contributions to the Company at any time. The provisions of this Agreement, including this Section 14, are intended to benefit the Member and the Special Members and, to the fullest extent permitted by law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor of the Company shall be a third-party beneficiary of this Agreement) and the Member and the Special Members shall not have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement.

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Section 15. Allocation of Profits and Losses.

The Company’s profits and losses shall be allocated to the Member.

Section 16. Distributions.

Distributions may be made to the Member at the times and in the aggregate amounts determined by the Board. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a distribution to the Member on account of its interest in the Company if such distribution would violate the Act or any other applicable law or any Transaction Document.

Section 17. Books and Records.

The Board shall keep or cause to be kept complete and accurate books of account and records with respect to the Company’s business. The books of the Company shall at all times be maintained by the Board. The Member and its duly authorized representatives shall have the right to examine the Company books, records and documents during normal business hours. The Company’s books of account shall be kept using the method of accounting determined by the Member. The Company’s independent auditor, if any, shall be an independent public accounting firm selected by the Member.

Section 18. Reports.

(a) Within 60 days after the end of each fiscal quarter, the Board shall cause to be prepared an unaudited report setting forth as of the end of such fiscal quarter:

(i) unless such quarter is the last fiscal quarter, a balance sheet of the Company; and

(ii) unless such quarter is the last fiscal quarter, an income statement of the Company for such fiscal quarter.

(b) The Board shall use diligent efforts to cause to be prepared and mailed to the Member, within 90 days after the end of each fiscal year, an audited or unaudited report setting forth as of the end of such fiscal year:

(i) a balance sheet of the Company;

(ii) an income statement of the Company for such fiscal year; and

(iii) a statement of the Member’s capital account.

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(c) The Board shall, after the end of each fiscal year, use reasonable efforts to cause the Company’s independent accountants, if any, to prepare and transmit to the Member as promptly as possible any such tax information as may be reasonably necessary to enable the Member to prepare its federal, state and local income tax returns relating to such fiscal year. Nothing in this Section 18 shall limit the Company from hiring a person or company to perform its bookkeeping, accounting or other related services.

Section 19. Tax Classification.

It is the intention of the Member that the Company be disregarded as an entity separate from the Member for federal income tax purposes under Section 7701 of the Internal Revenue Code of 1986, as amended, and Treasury Regulation Section 301.7701-2(c)(2)(i) for state income tax purposes under any applicable state or local income tax law or regulation and for similar purposes. Notwithstanding any other provision of this Agreement, unless required by law, no Member shall take any action inconsistent with the classification as a disregarded entity for purposes of Treasury Regulation Section 301.7701-3.

Section 20. Other Business.

Notwithstanding any duty otherwise existing at law or in equity, the Member, the Special Members and any Officer, Manager, employee or agent of the Company and any Affiliate of the Member or the Special Members may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

Section 21. Exculpation and Indemnification.

(a) To the fullest extent permitted by applicable law, neither the Member nor the Special Members nor any Officer, Manager (including any Independent Manager), employee or agent of the Company nor any employee, representative, agent or Affiliate of any of the foregoing (collectively, the “Covered Persons”) shall be liable to the Company or any other Person bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

(b) To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 20 by the Company shall be provided out of and to the extent of Company assets only, and the Member and the Special Members shall not have personal liability on account

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thereof; and provided further, that so long as any Obligation is outstanding, no indemnity payment from funds of the Company (as distinct from funds from other sources, such as insurance) of any indemnity under this Section 21 shall be payable from amounts allocable to any other Person pursuant to the Transaction Documents.

(c) To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 21.

(d) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

(e) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Person bound by this Agreement for its good faith reliance on the provisions of this Agreement or any approval or authorization granted by the Company or any other Covered Person. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person to the Company or its Members otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Covered Person.

(f) The foregoing provisions of this Section 21 shall survive any termination of this Agreement.

Section 22. Assignments.

Subject to Section 24, the Member may assign all of its limited liability company interest in the Company. If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 22, the transferee shall be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Transaction Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

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Section 23. Resignation.

So long as any Obligation is outstanding, the Member may not resign, except as permitted under the Transaction Documents and if the Rating Agency Condition is satisfied. If the Member is permitted to resign pursuant to this Section 23, an additional member of the Company shall be admitted to the Company, subject to Section 24, upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission shall be deemed effective immediately prior to the resignation and, immediately following such admission, the resigning Member shall cease to be a member of the Company.

Section 24. Admission of Additional Members.

One or more additional Members of the Company may be admitted to the Company with the written consent of the Member; provided, however, that, notwithstanding the foregoing, so long as any Obligation is outstanding, no additional Member may be admitted to the Company unless the Rating Agency Condition is satisfied.

Section 25. Dissolution.

(a) Subject to Section 9(j) and the following sentence, the Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the Act or (ii) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act. Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company, or that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 22 and 24, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 23 and 24), to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of such member in the Company.

(b) Notwithstanding any other provision of this Agreement or Section 18-304 of the Act, the Bankruptcy of the Member or a Special Member shall not cause the Member or Special Member, respectively, to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution.

(c) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

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(d) The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company (including all Obligations of the Company), shall have been distributed to the Member in the manner provided for in this Agreement and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act.

Section 26. Waiver of Partition; Nature of Interest.

Except as otherwise expressly provided in this Agreement, to the fullest extent permitted by law, each of the Member and the Special Members hereby irrevocably waives any right or power that such Person might have to institute any proceeding at law or in equity to cause the dissolution, liquidation, winding up or termination of the Company. The Member shall not have any interest in any specific assets of the Company, and the Member shall not have the status of a creditor with respect to any distribution pursuant to Section 16 hereof. The interest of the Member in the Company is personal property.

Section 27. Benefits of Agreement; No Third-Party Rights.

None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of the Member or a Special Member except for the provisions of Sections 5(c), 9(j), 10, 21(b), 24, 25(b) and 32(b) (such provisions the “Third Party Benefit Provisions”). Nothing in this Agreement other than the Third Party Benefit Provisions shall be deemed to create any right in any Person (other than Covered Persons) not a party hereto, and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third Person (except as provided in Section 30 and except for the Third Party Benefit provisions).

Section 28. Severability of Provisions.

Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

Section 29. Entire Agreement.

This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.

Section 30. Binding Agreement.

Notwithstanding any other provision of this Agreement, the Member agrees that this Agreement, including, without limitation, Sections 7, 8, 9, 10, 21, 22, 23, 24, 26, 27, 30 and 32, constitutes a legal, valid and binding agreement of the Member, and is enforceable against the Member by the Independent Managers, in accordance with its terms. In addition, the Independent Managers shall be intended beneficiaries of this Agreement.

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Section 31. Governing Law.

This Agreement shall be governed by and construed under the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

Section 32. Amendments.

Subject to Section 9(j), this Agreement may be modified, altered, supplemented or amended pursuant to a written agreement executed and delivered by the Member. Notwithstanding anything to the contrary in this Agreement, so long as any Obligation is outstanding, this Agreement (other than Schedule B hereto, which may be amended by the Member without the consent of any other Person) may not be modified, altered, supplemented or amended unless one of the following conditions has been satisfied:

(i) the Member delivers an opinion of counsel or an Officer’s Certificate to the trustee for any Securities to the effect that such amendment will not materially and adversely affect the interests of any holder of any such Security who has not consented to such amendment;

(ii) the Rating Agency Condition is satisfied with respect to such amendment; or

(iii) a Majority in Interest has consented to such amendment.

Section 33. Counterparts.

This Agreement may be executed by the parties in any number of counterparts, each of which when so executed and delivered shall be deemed an original of this Agreement and all of which together shall constitute one and the same instrument.

Section 34. Notices.

Any notices required to be delivered hereunder shall be in writing and personally delivered, mailed or sent by electronic mail or other similar form of rapid transmission, and shall be deemed to have been duly given upon receipt (a) in the case of the Company, to the Company at its address in Section 2, (b) in the case of the Member, to the Member at its address as listed on Schedule B attached hereto and (c) in the case of either of the foregoing, at such other address as may be designated by written notice to the other party.

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Agreement as of the 1st day of April, 2021.

MEMBER:
NISSAN MOTOR ACCEPTANCE COMPANY LLC
By:	/s/ Kevin J. Cullum
Name:	Kevin J. Cullum
Title:	President

[Signature Page to NARC II LLC Agreement]

INDEPENDENT MANAGERS:

/s/ Kevin P. Burns

Name: Kevin P. Burns

/s/ Cheryl A. Lawrence

Name: Cheryl A. Lawrence

[Signature Page to NARC II LLC Agreement]

SCHEDULE A

Definitions

A. Definitions

When used in this Agreement, the following terms not otherwise defined herein have the following meanings:

“Act” has the meaning set forth in the preamble to this Agreement.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such Person.

“Agreement” means this Limited Liability Company Agreement of the Company, together with the schedules attached hereto, as amended, restated or supplemented or otherwise modified from time to time.

“Bankruptcy” means, with respect to any Person, (A) if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, or (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or (B) if 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without such Person’s consent or acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated. The foregoing definition of “Bankruptcy” is intended to replace and shall supersede and replace the definition of “Bankruptcy” set forth in Sections 18-101(1) and 18-304 of the Act.

“Board” or “Board of Managers” means the Board of Managers of the Company.

“Certificate of Conversion” has the meaning set forth in the recitals to this Agreement.

“Certificate of Formation” has the meaning set forth in the recitals to this Agreement.

“Company” means Nissan Auto Receivables Company II LLC, a Delaware limited liability company.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities or general partnership or managing member interests, by contract or otherwise. “Controlling” and “Controlled” shall have correlative meanings. Without limiting the generality of the foregoing, a Person shall be deemed to Control any other Person in which it owns, directly or indirectly, a majority of the ownership interests.

Sch A-1

“Conversion” has the meaning set forth in the recitals to this Agreement.

“Corporation” has the meaning set forth in the recitals to this Agreement.

“Covered Persons” has the meaning set forth in Section 21(a).

“DGCL” has the meaning set forth in the recitals to this Agreement.

“Financed Vehicle” has the meaning set forth in Section 7(a)(i).

“Independent Manager” means a natural person who, for the five-year period prior to his or her appointment as Independent Manager has not been, and during the continuation of his or her service as Independent Manager is not: (i) an employee, director, manager, contractor, stockholder, partner or officer of the Company or any of its Affiliates (other than his or her service as an Independent Manager or similar capacity of the Company or any of its Affiliates); (ii) a creditor, customer or supplier of the Company or any of its Affiliates (other than an Independent Manager provided by a corporate services company that provides Independent Managers in the ordinary course of its business); (iii) any member of the immediate family of a person described in (i) or (ii); or (iv) a direct or indirect legal or beneficial owner in the Company or any of its Affiliates.

“Issuer” means any of, or, if the context requires, all of, the trusts or other entities that the Company may form from time to time for the purpose of, or related to, the securitization of Receivables.

“Majority in Interest” means the Holders of Securities evidencing more than 50% by outstanding principal amount of all Securities.

“Managers” means the Persons elected to the Board of Managers from time to time by the Member, including the Independent Managers, in their capacity as managers of the Company. A Manager is hereby designated as a “manager” of the Company within the meaning of Section 18-101(12) of the Act.

“Managers’ Agreement” means the agreement of the Managers in the form attached hereto as Schedule C. The Managers’ Agreement shall be deemed incorporated into, and a part of, this Agreement.

“Material Action” means to consolidate or merge the Company with or into any Person, or to institute proceedings to have the Company be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Company or file a voluntary bankruptcy petition or any other petition seeking, or consent to, reorganization or relief with respect to the Company under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its property, or make any assignment for the benefit of creditors of the Company, or admit in writing the Company’s inability to pay its debts generally as they become due, or take action in furtherance of any such action, or, to the fullest extent permitted by law, dissolve or liquidate the Company.

Sch A-2

“Member” means Nissan Motor Acceptance Company LLC, as the initial member of the Company, and includes any Person admitted as an additional member of the Company or a substitute member of the Company pursuant to the provisions of this Agreement, each in its capacity as a member of the Company; provided, however, the term “Member” shall not include the Special Members.

“Obligations” shall mean any Securities and the indebtedness, liabilities and obligations of the Company under or in connection with the Transaction Documents or any related document in effect as of any date of determination.

“Officer” means an officer of the Company described in Section 11.

“Officer’s Certificate” means a certificate signed by any Officer of the Company who is authorized to act for the Company in matters relating to the Company.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association, joint stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any governmental authority.

“Rating Agency” means any nationally recognized statistical rating organization currently rating any Security.

“Rating Agency Condition” has, with respect to any Security, the meaning set forth in the Securitization Agreements pursuant to which such Security was issued.

“Receivables” has the meaning set forth in Section 7(a)(i).

“Related Assets” has the meaning set forth in Section 7(a)(i).

“Security” means any bond, note, certificate or other security issued by the Company or an Issuer and secured primarily by or evidencing beneficial ownership interest in the Receivables and Related Assets;

“Securitization Agreement” has the meaning set forth in Section 7(a)(vi).

“Special Member” means, upon such person’s admission to the Company as a member of the Company pursuant to Section 5(c), a person acting as Independent Manager, in such person’s capacity as a member of the Company. A Special Member shall only have the rights and duties expressly set forth in this Agreement.

“Transaction Documents” means any Securitization Agreement, any Hedging Agreement and all documents and certificates contemplated thereby or delivered in connection therewith.

Sch A-3

B. Rules of Construction

Definitions in this Agreement apply equally to both the singular and plural forms of the defined terms. The words “include” and “including” shall be deemed to be followed by the phrase “without limitation.” The terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section, paragraph or subdivision. The Section titles appear as a matter of convenience only and shall not affect the interpretation of this Agreement. All Section, paragraph, clause, Exhibit or Schedule references not attributed to a particular document shall be references to such parts of this Agreement.

Sch A-4

SCHEDULE B

Member

Name	Mailing Address	Membership Interest
Nissan Motor Acceptance Company LLC	Nissan Motor Acceptance Company LLC One Nissan Way Franklin, Tennessee, 37067	100%

Sch B-1

SCHEDULE C

Managers’ Agreement

Dated as of [ ], [ ]

Nissan Auto Receivables Company II LLC

One Nissan Way

Franklin, Tennessee, 37067

Re: Managers’ Agreement – Nissan Auto Receivables Company II LLC

Ladies and Gentlemen:

For good and valuable consideration, each of the undersigned Persons, who have been designated as managers of Nissan Auto Receivables Company II LLC, a Delaware limited liability company (the “Company”), in accordance with the Limited Liability Company Agreement of the Company, dated as of April 1, 2021 (as it may be amended, modified, supplemented or amended and restated from time to time, the “LLC Agreement”), hereby agrees as follows:

1. Each of the undersigned accepts such Person’s rights and authority as a Manager under the LLC Agreement and agrees to perform and discharge such Person’s duties and obligations as a Manager under the LLC Agreement, and further agrees that such rights, authorities, duties and obligations under the LLC Agreement shall continue until such Person’s successor as a Manager is designated or until such Person’s resignation or removal as a Manager in accordance with the LLC Agreement. Each of the undersigned agrees and acknowledges that it has been designated as a “manager” of the Company within the meaning of the Delaware Limited Liability Company Act.

2. So long as any Obligation is outstanding, each of the undersigned agrees, solely in its capacity as a creditor of the Company on account of any indemnification or other payment owing to the undersigned by the Company, not to acquiesce, petition or otherwise invoke or cause the Company to invoke the process of any court or governmental authority for the purpose of commencing or sustaining an involuntary case against the Company under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Company or any substantial part of the property of the Company, or ordering the winding up or liquidation of the affairs of the Company.

3. THIS MANAGERS’ AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, AND ALL RIGHTS AND REMEDIES SHALL BE GOVERNED BY SUCH LAWS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

Capitalized terms used and not otherwise defined herein have the meanings set forth in the LLC Agreement.

Sch C-1

This Managers’ Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Managers’ Agreement and all of which together shall constitute one and the same instrument.

[The remainder of this page has been intentionally left blank.]

Sch C-2

IN WITNESS WHEREOF, the undersigned have executed this Managers’ Agreement as of the day and year first above written.

MANAGERS:

Kevin J. Cullum

Victor Pausin

Ryan L. Nelson

Kevin P. Burns, Independent Manager

Cheryl A. Lawrence, Independent Manager

Sch C-3

SCHEDULE D

Managers

1. Kevin J. Cullum

2. Victor Pausin

3. Ryan L. Nelson

4. Kevin P. Burns

5. Cheryl A. Lawrence

Sch D-1

SCHEDULE E

Officers

Officer	Title
Kevin J. Cullum	President and Chairman of the Board
Jim DeTrude	Vice President
Victor Pausin	Treasurer
Douglas E. Gwin, Jr.	Assistant Treasurer
David R. Killinger, Jr.	Assistant Treasurer
Sean O’Hara	Assistant Treasurer
Ryan L. Nelson	Secretary
Timothy Hauck	Assistant Secretary

Sch E-1

EX-4.1

Exhibit 4.1

INDENTURE

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

as Issuer

and

[_________________],

as Indenture Trustee

Dated as of [________________]

(NAROT 20[ ]-[ ] Indenture)

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE			2
Section 1.01	Definitions		2
Section 1.02	Usage of Terms		2
Section 1.03	Incorporation by Reference of Trust Indenture Act		2
ARTICLE II THE NOTES			3
Section 2.01	Form		3
Section 2.02	Execution, Authentication and Delivery		3
Section 2.03	Temporary Notes		4
Section 2.04	Registration; Registration of Transfer and Exchange		4
Section 2.05	Mutilated, Destroyed, Lost or Stolen Notes		6
Section 2.06	Persons Deemed Owners		6
Section 2.07	Payments of Principal and Interest		7
Section 2.08	Cancellation		7
Section 2.09	Release of Collateral		8
Section 2.10	Book-Entry Notes		8
Section 2.11	Notices to Clearing Agency		8
Section 2.12	Definitive Notes		9
Section 2.13	Tax Treatment		10
Section 2.14	[Determination of SOFR; Benchmark Replacement		10
Section 2.15	[The Interest Rate [Swap][Cap] Agreement(s)		12
ARTICLE III COVENANTS, REPRESENTATIONS AND WARRANTIES			15
Section 3.01	Payment of Principal and Interest		15
Section 3.02	Maintenance of Office or Agency		15
Section 3.03	Money for Payments To Be Held in Trust		15
Section 3.04	Existence		17
Section 3.05	Protection of Owner Trust Estate		17
Section 3.06	Opinions as to Owner Trust Estate		18
Section 3.07	Performance of Obligations; Servicing of Receivables		18
Section 3.08	Negative Covenants		19
Section 3.09	Annual Statement as to Compliance		20
Section 3.10	Issuer May Consolidate, etc., Only on Certain Terms		20
Section 3.11	Successor or Transferee		22

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(continued)

		Page
Section 3.12	No Other Business		22
Section 3.13	No Borrowing		22
Section 3.14	Guarantees, Loans, Advances and Other Liabilities		23
Section 3.15	Capital Expenditures		23
Section 3.16	Removal of Administrator		23
Section 3.17	Restricted Payments		23
Section 3.18	Notice of Events of Default		23
Section 3.19	Further Instruments and Actions		23
Section 3.20	Representations and Warranties		23
ARTICLE IV SATISFACTION AND DISCHARGE			25
Section 4.01	Satisfaction and Discharge of Indenture		25
Section 4.02	Application of Trust Money		25
Section 4.03	Repayment of Moneys Held by Paying Agent		26
ARTICLE V REMEDIES			26
Section 5.01	Events of Default		26
Section 5.02	Acceleration of Maturity; Rescission and Annulment		26
Section 5.03	Collection of Indebtedness and Suits for Enforcement by Indenture Trustee		27
Section 5.04	Remedies; Priorities		29
Section 5.05	Optional Preservation of the Collateral		31
Section 5.06	Limitation of Suits		32
Section 5.07	Rights of Noteholders to Receive Principal and Interest		32
Section 5.08	Restoration of Rights and Remedies		33
Section 5.09	Rights and Remedies Cumulative		33
Section 5.10	Delay or Omission Not a Waiver		33
Section 5.11	Control by Noteholders		33
Section 5.12	Waiver of Past Defaults		34
Section 5.13	Undertaking for Costs		34
Section 5.14	Waiver of Stay or Extension Laws		34
Section 5.15	Action on Notes		34
Section 5.16	Performance and Enforcement of Certain Obligations		35

- ii - (NAROT 20[ ]-[ ] Indenture)

TABLE OF CONTENTS

(continued)

		Page
ARTICLE VI THE INDENTURE TRUSTEE			35
Section 6.01	Duties of Indenture Trustee		35
Section 6.02	Rights of Indenture Trustee		37
Section 6.03	Individual Rights of Indenture Trustee		39
Section 6.04	Indenture Trustee’s Disclaimer		39
Section 6.05	Notice of Defaults		40
Section 6.06	Reports by Indenture Trustee to Holders		40
Section 6.07	Compensation and Indemnity		40
Section 6.08	Replacement of Indenture Trustee		41
Section 6.09	Successor Indenture Trustee by Merger		42
Section 6.10	Appointment of Co-Indenture Trustee or Separate Indenture Trustee		42
Section 6.11	Eligibility; Disqualification		43
Section 6.12	Preferential Collection of Claims Against Issuer		44
ARTICLE VII NOTEHOLDERS’ LISTS AND REPORTS			44
Section 7.01	Note Registrar To Furnish Names and Addresses of Noteholders		44
Section 7.02	Preservation of Information; Communications to Noteholders		44
Section 7.03	Reports by Issuer		45
Section 7.04	Reports by Indenture Trustee		45
Section 7.05	Indenture Trustee Website		46
Section 7.06	Information to be Provided by the Indenture Trustee		46
Section 7.07	Noteholder Demand for Repurchase; Dispute Resolution		46
Section 7.08	Asset Review Voting		47
ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES			48
Section 8.01	Collection of Money		48
Section 8.02	Accounts		48
Section 8.03	General Provisions Regarding Accounts		49
Section 8.04	Release of Owner Trust Estate		50
Section 8.05	Release of Receivables Upon Purchase by NMAC or the Servicer		51
Section 8.06	Opinion of Counsel		51

- iii - (NAROT 20[ ]-[ ] Indenture)

TABLE OF CONTENTS

(continued)

		Page
ARTICLE IX SUPPLEMENTAL INDENTURES			52
Section 9.01	Supplemental Indentures Without Consent of Noteholders		52
Section 9.02	Supplemental Indentures with Consent of Noteholders		53
Section 9.03	Execution of Supplemental Indentures		54
Section 9.04	Effect of Supplemental Indenture		55
Section 9.05	Conformity with Trust Indenture Act		55
Section 9.06	Reference in Notes to Supplemental Indentures		55
ARTICLE X REDEMPTION OF NOTES			55
Section 10.01	Optional Purchase of All Receivables		55
Section 10.02	Form of Redemption Notice		56
Section 10.03	Notes Payable on Redemption Date		56
ARTICLE XI MISCELLANEOUS			56
Section 11.01	Compliance Certificates and Opinions, etc.		56
Section 11.02	Form of Documents Delivered to Indenture Trustee		58
Section 11.03	Acts of Noteholders		59
Section 11.04	Notices to Indenture Trustee, Issuer, [the [Swap Counterparty] [Cap Provider]] and Rating Agencies		59
Section 11.05	Notices to Noteholders; Waiver		59
Section 11.06	Alternate Payment and Notice Provisions		60
Section 11.07	Conflict with Trust Indenture Act		60
Section 11.08	Effect of Headings and Table of Contents		60
Section 11.09	Successors and Assigns		60
Section 11.10	Severability		60
Section 11.11	Benefits of Indenture		61
Section 11.12	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial		61
Section 11.13	Counterparts and Electronic Signature		62
Section 11.14	Recording of Indenture		62
Section 11.15	Trust Obligation		62
Section 11.16	No Petition		62
Section 11.17	Inspection		63
Section 11.18	[Limitation of Rights		63

- iv - (NAROT 20[ ]-[ ] Indenture)

TABLE OF CONTENTS

(continued)

	Page
EXHIBIT A	FORM OF CLASS [A-1] [A-2a] [A-2b] [A-3] [A-4] [B] NOTE
EXHIBIT B	FORM OF ASSET REPURCHASE DEMAND ACTIVITY REPORT

- v - (NAROT 20[ ]-[ ] Indenture)

CROSS-REFERENCE TABLE¹

TIA Section	Indenture Section
310(a) (1)		6.11
(a) (2)		6.11
(a) (3)		6.10(b)(1)
(a) (4)		N.A. 2
(a) (5)		6.11
(b)		5.04, 6.08, 6.11
(c)		N.A.
311(a)		6.12
(b)		6.12
(c)		N.A.
312(a)		7.01
(b)		7.01, 7.02(b)
(c)		7.02(c)
313(a)		7.04
(b) (1)		N.A.
(b) (2)		7.04
(c)		7.04, 11.04
(d)		7.04
314(a)		7.03. 3.09, 11.04, 7.04
(b)		3.06, 11.14
(c) (1)		11.01, 6.02, 8.05(b)
(c) (2)		11.01, 3.06, 3.10, 6.02, 8.05(b), 8.06
(c) (3)		11.01
(d)		11.01(c)
(e)		11.01
(f)		N.A.
315(a)		6.01
(b)		6.05
(c)		N.A.
(d)		6.01(c)
(e)		5.13
316(a)(1) (A)		5.11
(a) (1) (B)		5.12
(a) (2)		N.A.
(b)		5.07, 9.02, 5.13(c)
(c)		N.A.
317(a) (1)		5.04
(a) (2)		5.03(c), 5.03(d), 5.04
(b)		3.03
318(a)		11.07

¹  Note: This Cross Reference Table shall not, for any purpose, be deemed to be part of this Indenture.

²  N.A. means Not Applicable.

- vi - (NAROT 20[ ]-[ ] Indenture)

INDENTURE dated as of [______________] (this “Indenture”), between NISSAN AUTO RECEIVABLES 20[ ]-[ ] OWNER TRUST, a Delaware statutory trust (the “Issuer”), and [________], a [__________], as trustee and not in its individual capacity (the “Indenture Trustee”).

Each party agrees as follows for the benefit of the other party and [(a)] [(i)] for the equal and ratable benefit of the Holders of the Issuer’s [_______________]% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), [_______________]% Asset Backed Notes, Class A-2[a] (the “Class A-2[a] Notes”), [[______] + [_____]% Asset Backed Notes, Class A-2b (the “Class A-2b Notes,” and together with the Class A-2a Notes, the “Class A-2 Notes”),] [_______________]% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”), [_______________]% Asset Backed Notes, Class A-4 (the “Class A-4 Notes”, and collectively with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “[Class A] Notes”)[, (ii) then for the equal and ratable benefit of the Holders of the Issuer’s [_______________]% Asset Backed Notes, Class B (the “Class B Notes” and together with the Class A Notes, the “Notes”)][, and (b) for the equal and ratable benefit of the [Swap Counterparty][Cap Provider]]:

GRANTING CLAUSE

The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes [and the Swap Counterparty] all of the Issuer’s right, title and interest, whether now owned or hereafter acquired, in and to the following (collectively, the “Collateral”):

(i) the Receivables (including all related Receivable Files) and all monies due thereon or paid thereunder or in respect thereof after the Cut-off Date;

(ii) the Accounts and amounts on deposit in the Accounts;

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

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

(v) payments in respect of any Dealer Recourse with respect to the Receivables;

(vi) the Sale and Servicing Agreement, the Purchase Agreement and the Assignment;

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

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

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

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

1 (NAROT 20[ ]-[ ] Indenture)

(xi) all proceeds of the foregoing.

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

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

ARTICLE I

Definitions and Incorporation by Reference

Section 1.01 Definitions. Except as otherwise specified herein or if the context may otherwise require, capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the Sale and Servicing Agreement, dated as of the date hereof (the “Sale and Servicing Agreement”), by and among Nissan Auto Receivables Company II LLC, as seller, Nissan Motor Acceptance Company LLC, as servicer, the Issuer and the Indenture Trustee.

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

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

“Commission” means the Securities and Exchange Commission.

“indenture securities” means the Notes.

“indenture security holder” means a Noteholder.

“indenture to be qualified” means this Indenture.

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

2 (NAROT 20[ ]-[ ] Indenture)

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

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

ARTICLE II

The Notes

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

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

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

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

3 (NAROT 20[ ]-[ ] Indenture)

No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form included in Exhibit A, as the case may be, executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

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

Section 2.04 Registration; Registration of Transfer and Exchange.

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

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

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

4 (NAROT 20[ ]-[ ] Indenture)

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

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

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

(f) By acquiring a Note (or any interest therein), each Note Owner (and if the Note Owner is a Plan, its fiduciary) will be deemed to (i) represent, warrant and covenant that either (A) it is not acquiring and will not hold the Note (or any interest therein) for, on behalf of or with the assets of a Benefit Plan or any Plan that is subject to Similar Law; or (B) the acquisition, holding and disposition of the Note (or any interest therein) does not and will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any Similar Law and (ii) acknowledge and agree that Benefit Plans and Plans that are subject to Similar Law may not acquire the Notes at any time that the ratings on the Notes are below investment grade or the Notes have been characterized as other than indebtedness for applicable local law purposes.

(g) The Retained Notes, if any (or interests therein), will not be transferred (other than to a Person specified in the definition of Retained Notes) unless a written opinion of counsel, which counsel and opinion shall be acceptable to the Indenture Trustee, is delivered to the Indenture Trustee to the effect that, for federal income tax purposes, such Notes after such transfer will be treated as debt and, if there are other Notes of the same Class as such transferred Notes which are not 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.

(h) No Retained Note has been or will be registered under the Securities Act or any other applicable securities or “blue sky” laws of any state or other jurisdiction, and no Retained Note or any interest therein may be resold, assigned, pledged or otherwise transferred except in compliance with the registration requirements of the Securities Act or any other applicable Securities or “blue sky” laws, pursuant to an exemption therefrom or in a transaction not subject thereto.

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(i) Each Retained Note will bear a legend to the following effect:

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS, PURSUANT TO AN EXEMPTION THEREFROM OR IN A TRANSACTION NOT SUBJECT THERETO.

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

If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note, a protected purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a protected purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith.

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

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

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

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Section 2.07 Payments of Principal and Interest.

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

(b) The principal of each Note shall be payable in installments on each Distribution Date by applying amounts available pursuant to Section 5.06 of the Sale and Servicing Agreement. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the earlier of (i) from and after the date on which the Notes have been declared to be immediately due and payable in the manner provided in Section 5.02 in connection with an Event of Default and (ii) with respect to any Class of Notes, on the Final Scheduled Distribution Date or the Redemption Date for that Class. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Distribution Date on which the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile not less than 10 nor more than 30 days prior to such final Distribution Date, shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment.

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

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

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

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

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

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

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

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

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

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Section 2.12 Definitive Notes. Except for any Retained Notes (which shall be originally issued as Definitive Notes), if (i) the Seller, the Owner Trustee or the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Seller, the Owner Trustee or the Administrator are unable to locate a qualified successor (and if the Administrator has made such determination, the Administrator has given written notice thereof to the Indenture Trustee), (ii) the Seller, the Indenture Trustee or the Administrator, at its option and to the extent permitted by law, advises each other such party in writing that it elects to terminate the book-entry system through the Clearing Agency, or (iii) after the occurrence of an Event of Default or a Servicer Default, Note Owners representing beneficial interests aggregating a majority of the Outstanding Amount of the Notes of all Classes advise the Indenture Trustee and the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency or a successor thereto is no longer in the best interests of the Note Owners acting together as a single Class, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee of the occurrence of such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders. The Indenture Trustee, Issuer and Administrator shall not be liable for any inability to locate a qualified successor Clearing Agency. From and after the date of issuance of Definitive Notes, all notices to be given to Noteholders will be mailed thereto at their addresses of record in the Note Register as of the relevant Record Date. Such notices will be deemed to have been given as of the date of mailing. Interest and principal payments on the Definitive Notes on each Distribution Date will be made to the holders in whose names the related Definitive Notes, as applicable, were registered at the close of business on the related Record Date. Payments will be made by check mailed to the address of such holders as they appear on the Note Register, except that a Noteholder having original denominations aggregating at least $1 million may request payment by wire transfer of funds pursuant to written instructions delivered to the Indenture Trustee at least five Business Days prior to the Distribution Date. The final payment on any Definitive Notes will be made only upon presentation and surrender of the Definitive Notes at the office or agency specified in the notice of final payment to Noteholders. From and after the Closing Date, the Holder of a Definitive Note (other than any Retained Note) and the Issuer may elect for such Note to be issued in the form of a Book-Entry Note provided the Clearing Agency is then willing and able to discharge its responsibilities with respect to the Book Entry Notes. In connection with such election, the Issuer and the Indenture Trustee shall upon Issuer Order execute, authenticate and deliver the Book-Entry Note and documents related thereto in accordance with the terms hereof and the Issuer Order.

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Section 2.13 Tax Treatment. The Issuer has entered into this Indenture, and the Notes (other than the Retained Notes, if any) will be issued, with the intention that, for federal, state and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness secured by the Owner Trust Estate. The Issuer, by entering into this Indenture, and each Noteholder, by its acceptance of a Note (and each Note Owner by its acceptance of an interest in the applicable Book-Entry Note), agree to treat the Notes (other than the Retained Notes, if any) for federal, state and local income, single business and franchise tax purposes as indebtedness secured by the Owner Trust Estate.

(a) Each Note Owner and Noteholder, by the purchase of such Note or its acceptance of a beneficial interest therein, acknowledges that interest on the Notes will be treated as United States source interest, and, as such, United States withholding tax may apply. Each such Note Owner and each Noteholder further agrees, upon request, to provide any certifications that may be required under applicable law, regulations or procedures to evidence such status and understands that if it ceases to satisfy the foregoing requirements or provide requested documentation, payments to it under the Notes may be subject to United States withholding tax (without any corresponding gross-up). Without limiting the foregoing, such recipient shall deliver to the Issuer, with a copy to the Indenture Trustee, at the time or times prescribed by the Code and at such time or times reasonably requested by the Issuer or the Indenture Trustee, such documentation prescribed by the Code (including as prescribed by Code Section 1471(b)(3)(C)(i)) and such additional documentation reasonably requested by the Issuer or the Indenture Trustee to comply with their respective obligations under FATCA, to determine that such recipient has complied with such recipient’s obligations under FATCA, or to determine the amount to deduct and withhold from such payment.

(b) Notwithstanding the foregoing, to the extent the Issuer is treated as a partnership for federal, state or local income or franchise purposes and a Noteholder (or Note Owner, as applicable) is treated as a partner in such partnership, the Noteholders (and Note Owners, as applicable) agree that any tax, penalty, interest or other obligation imposed under the Code with respect to the income tax items arising from such partnership shall be the sole obligation of the Noteholder (or Note Owner, as applicable) to whom such items are allocated and not of such partnership.

Section 2.14 [Determination of SOFR; Benchmark Replacement.

(a) The Calculation Agent shall obtain SOFR in accordance with the definition of “SOFR Rate” on each SOFR Adjustment Date and shall promptly provide such rate to the Administrator or such person as directed by the Administrator. All determinations of the SOFR Rate by the Calculation Agent, in the absence of manifest error, will be conclusive and binding on the Noteholders.

(b) The Basic Documents may be amended to make any technical, administrative or operational changes that, from time to time, may be appropriate to adjust such SOFR Rate in a manner substantially consistent with or conforming to market practice for asset-backed securities.

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(c) If the Administrator determines prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the determination of the then-current Benchmark, the Benchmark Replacement determined by the Administrator will replace the then-current Benchmark for all purposes relating to the Notes in respect of such determination on such date and all such determinations on all subsequent dates. The Administrator shall deliver written notice to each Rating Agency, the Relevant Trustees and the Calculation Agent on any SOFR Adjustment Date if, as of the applicable Reference Time, the Administrator has determined with respect to the related Interest Period that there will be a change in the SOFR Rate or the terms related thereto since the immediately preceding SOFR Adjustment Date due to a determination by the Administrator that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred. The Administrator shall have the right to make SOFR Adjustment Conforming Changes and, in connection with the implementation of a Benchmark Replacement, Benchmark Replacement Conforming Changes, from time to time.

(d) All percentages resulting from any calculation on the Notes shall be rounded to the nearest one hundred-thousandth of a percentage point, with five-millionths of a percentage point rounded upwards (e.g., 9.8765445% (or 0.098765445) would be rounded to 9.87655% (or 0.0987655)), and all dollar amounts used in or resulting from that calculation on the Notes will be rounded to the nearest cent (with one-half cent being rounded upwards).

(e) Any determination, decision or election that may be made by the Administrator or any other Person in connection with a Benchmark Transition Event, a Benchmark Replacement Conforming Change or a Benchmark Replacement pursuant to this Section 4.13 (or pursuant to any capitalized term used in this Section 4.13 or in any such capitalized term), including any determination with respect to administrative feasibility (whether due to technical, administrative or operational issues), a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, may be made in the Administrator’s sole discretion, and, notwithstanding anything to the contrary in the Basic Documents, will become effective without the consent of any other Person (including any Noteholder). The Series 2024-A Noteholders shall not have any right to approve or disapprove of these changes and shall be deemed by their acceptance of a Note to have agreed to waive and release any and all claims relating to any such determinations. Notwithstanding anything to the contrary in the Basic Documents, none of the Issuer, the Owner Trustee, the Indenture Trustee, the Administrator, the Calculation Agent, the Sponsor, the Depositor or the Servicer will have any liability for any action or inaction taken or refrained from being taken by it with respect to any Benchmark, Benchmark Transition Event, Benchmark Replacement Date, Benchmark Replacement, Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment, Benchmark Replacement Conforming Changes or any other matters related to or arising in connection with the foregoing. Each Noteholder and beneficial owner of Notes, by its acceptance of a Note or a beneficial interest in a Note, will be deemed to waive and release any and all claims against the Issuer, the Owner Trustee, the Indenture Trustee, the Calculation Agent, the Administrator, the Sponsor, the Depositor and the Servicer relating to any such determinations.

(f) None of the Indenture Trustee, the Owner Trustee or the Calculation Agent shall be under any obligation (i) to monitor, determine or verify the availability, unavailability or cessation of SOFR, the Benchmark or Benchmark Replacement or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Transition Event or Benchmark Replacement Date, (ii) to select, determine or designate any Benchmark Replacement, or other successor or replacement benchmark index or whether any conditions to the designation of such a rate have been satisfied, (iii) to select, determine or designate any Benchmark Replacement Adjustment, or Unadjusted Benchmark Replacement, or other modifier to any replacement or successor index, or (iv) to determine whether or what SOFR Adjustment Conforming Changes or Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing.

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(g) None of the Indenture Trustee, the Owner Trustee or the Calculation Agent shall be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Indenture or any other Basic Document as a result of the unavailability of SOFR (or other applicable Benchmark) and the absence of a designated Benchmark Replacement, including as a result of any inability, delay, error or inaccuracy on the part of any other transaction party, including without limitation the Servicer or Administrator (on behalf of the Trust), in providing any direction, instruction, notice or information required or contemplated by the terms of this Indenture and the other Basic Documents and reasonably required for the performance of such duties.

(h) (i) In no event shall (x) the Calculation Agent be responsible for determining the SOFR Rate or any substitute for SOFR if such rate does not appear on the FRBNY’s Website or on a comparable system as is customarily used to quote SOFR or such substitute for SOFR, (y) the Indenture Trustee or the Owner Trustee be responsible for determining the SOFR Rate or any substitute for SOFR, or (z) the Indenture Trustee or the Owner Trustee be responsible for making any decision or election in connection with a Benchmark Transition Event or a Benchmark Replacement as described above, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event and (ii) in connection with any of the matters referenced in clause (i) of this sentence, the Indenture Trustee, the Calculation Agent and the Owner Trustee shall be entitled to conclusively rely on any determinations made by the Administrator (on behalf of the Issuer), as applicable, in regards to such matters and shall have no liability for such actions taken at the direction of the Administrator (on behalf of the Issuer).]

Section 2.15 [The Interest Rate [Swap][Cap] Agreement(s).

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

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

(c) [________________________] is hereby designated calculation agent with respect to each [Floating Rate Note] [Interest Rate [Swap][Cap] Agreement (including any successor or replacement calculation agent designated from time to time by agreement of the parties hereto, the “Calculation Agent”), and in such capacity, on each Interest Determination Date, will (i) calculate the rate that will be both the Interest Rate with respect to each Class of the Floating Rate Notes [and the floating rate for the Interest Rate [Swap][Cap] Agreement related to each such Class and (ii) deliver to the Servicer written notice on such Interest Determination Date of such

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Interest Rate.] All determinations of interest by the Calculation Agent shall, in the absence of manifest error, be conclusive for all purposes and binding on the Noteholders of the Floating Rate Notes. All percentages resulting from any calculation on the Floating Rate Notes will be rounded to the nearest one hundred-thousandth of a percentage point, with five millionths of a percentage point rounded upwards (e.g., 9.876545% (or 0.09876545) would be rounded to 9.87655% (or 0.0987655)), and all dollar amounts used in or resulting from that calculation on the Floating Rate Note will be rounded to the nearest cent (with one-half cent being rounded upwards). [The Calculation Agent may be removed by the Issuer at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, the Issuer will promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits and which does not control or is not controlled by or under common control with the Issuer or its Affiliates. The Calculation Agent may not resign its duties without a successor having been duly appointed.]

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

(e) In the event of any early termination of an Interest Rate [Swap][Cap] Agreement, (i) upon written direction of the Issuer and notification of such early termination, the Indenture Trustee shall establish the [Swap][Cap] Termination Payment Account, and (ii) any [Swap][Cap] Termination Payments received from the [Swap Counterparty][Cap Provider] or the proceeds of any collateral for such amounts will be remitted to the [Swap][Cap] Termination Payment Account.

(f) The Issuer shall promptly, following the early termination of any Initial Interest Rate [Swap][Cap] Agreement, and in accordance with the terms of such Interest Rate [Swap][Cap] Agreement, enter into a replacement Interest Rate [Swap][Cap] Agreement (each, a “Replacement Interest Rate [Swap][Cap] Agreement”) with a replacement [Swap Counterparty][Cap Provider] that satisfies the conditions set forth in such Interest Rate [Swap][Cap] Agreement (a “Replacement [Swap Counterparty][Cap Provider]”) to the extent possible and practicable through application of funds available in the [Swap][Cap] Termination Payment Account unless entering into such Replacement Interest Rate [Swap][Cap] Agreement will cause the Rating Agency Condition not to be satisfied. Other than a Replacement Interest Rate [Swap][Cap] Agreement entered into pursuant to this clause, the Issuer may not enter into any additional Interest Rate [Swap][Cap] Agreements.

(g) For any terminated Interest Rate [Swap][Cap] Agreement as described in clause (f) of this Section, to the extent that (i) the funds available in the [Swap][Cap] Termination Payment Account exceed the costs of entering into a Replacement Interest Rate [Swap][Cap] Agreement or (ii) the Issuer determines not to replace a terminated Initial Interest Rate [Swap][Cap] Agreement and the Rating Agency Condition is met with respect to such

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determination, the amounts in the [Swap][Cap] Termination Payment Account (other than funds used to pay the costs of entering into a Replacement Interest Rate [Swap][Cap] Agreement, if applicable) shall be allocated in accordance with the order of priority specified in Section 5.06 of the Sale and Servicing Agreement on the following Distribution Date; provided that, for the avoidance of doubt, no amount shall be allocated to any payment to the Swap Counterparty of the terminated Interest Rate Swap Agreement. In any other situation, amounts on deposit in the [Swap][Cap] Termination Payment Account at any time shall be invested pursuant to Section 8.03(c), and on each Distribution Date after the creation of the [Swap][Cap] Termination Payment Account, the funds therein shall be used to cover any shortfalls in the amounts payable under clauses (i) through (vii) of Section 5.06(a) of the Sale and Servicing Agreement and Section 5.04(b)(7) of this Agreement, provided, that in no event will the amount withdrawn from the [Swap][Cap] Termination Payment Account on such Distribution Date exceed the amount of Net [Swap][Cap] Receipts that would have been required to be paid on such Distribution Date under the terminated Interest Rate [Swap][Cap] Agreement had there been no termination of such agreement. Any amounts remaining in the [Swap][Cap] Termination Payment Account after payment in full of the Class [A-4][B] Notes shall be included in Available Amounts and allocated in accordance with the order of priority specified in Section 5.06 of the Sale and Servicing Agreement on the following Distribution Date.

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

(i) If at any time an Interest Rate [Swap][Cap] Agreement becomes subject to early termination due to the occurrence of a [Swap][Cap] Event of Default or a [Swap][Cap] Termination Event, the Issuer and the Indenture Trustee shall use reasonable efforts (following the expiration of any applicable grace period) to enforce the rights of the Issuer thereunder as may be permitted by the terms of such Interest Rate [Swap][Cap] Agreement and consistent with the terms hereof. Any Swap Termination Payment owed by the Issuer to the Swap Counterparty under an Interest Rate Swap Agreement shall be payable to the Swap Counterparty in installments made on each following Distribution Date until paid in full in accordance with the order of priority specified in Section 5.06 of the Sale and Servicing Agreement.]

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ARTICLE III

Covenants, Representations and Warranties

Section 3.01 Payment of Principal and Interest. In accordance with the terms of this Indenture, the Issuer will duly and punctually (i) pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture and (ii) cause the Servicer to direct the Indenture Trustee to release from the Collection Account all other amounts distributable or payable in accordance with the Sale and Servicing Agreement. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuer to such Noteholder for all purposes of this Indenture.

Section 3.02 Maintenance of Office or Agency. The Issuer will maintain in [____________], an office or agency where Notes may be surrendered for registration of transfer or exchange, and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer hereby initially appoints the Indenture Trustee to serve as its agent for the foregoing purposes. The Issuer will give prompt written notice to the Indenture Trustee of the location, and of any change in the location, of any such office or agency. If at any time the Issuer shall fail to maintain any such office or agency or shall fail to furnish the Indenture Trustee with the address thereof, such surrenders, notices and demands may be made or served at the Corporate Trust Office, and the Issuer hereby appoints the Indenture Trustee as its agent to receive all such surrenders, notices and demands.

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

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

The Indenture Trustee, as Paying Agent, hereby agrees with the Issuer that it will, and the Issuer will cause each Paying Agent other than the Indenture Trustee, as a condition to its acceptance of its appointment as Paying Agent, to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee, subject to the provisions of this Section 3.03, that such Paying Agent will:

15 (NAROT 20[ ]-[ ] Indenture)

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

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

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

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

(e) comply with all requirements of the Code with respect to the withholding from any payments made by it on any Notes or Certificates (or assisting the Issuer to withhold from payment to the Certificateholders) of any applicable withholding taxes imposed thereon, including FATCA Withholding Tax (including obtaining and retaining from Persons entitled to payments with respect to the Notes any Tax Information and making any withholdings with respect to the Notes as required by the Code (including FATCA) and paying over such withheld amounts to the appropriate governmental authority); and

(f) comply with any applicable reporting requirements in connection with any payments made by it on any Notes and any withholding of taxes therefrom, and, upon request, provide any Tax Information to the Issuer.

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

Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed after such amount has become due and payable and after the Indenture Trustee has taken the steps described in this paragraph shall be discharged from such trust and be paid to Second Harvest Food Bank of Tennessee upon presentation thereto of an Issuer Request; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease. In the event that any Noteholder shall not

16 (NAROT 20[ ]-[ ] Indenture)

surrender its Notes for retirement within six months after the date specified in the written notice of final payment described in Section 2.07, the Indenture Trustee will give a second written notice to the registered Noteholders that have not surrendered their Notes for final payment and retirement. If within one year after such second notice any Notes have not been surrendered, the Indenture Trustee shall, at the expense and direction of the Issuer, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be paid to Second Harvest Food Bank of Middle Tennessee. The Indenture Trustee shall also adopt and employ, at the expense and direction of the Issuer, any other reasonable means of notification of such repayment specified by the Issuer or the Administrator.

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

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

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

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

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

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

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

17 (NAROT 20[ ]-[ ] Indenture)

Section 3.06 Opinions as to Owner Trust Estate.

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

(b) The Issuer shall furnish or cause to be furnished to the Indenture Trustee an Opinion of Counsel, dated as of a date within 90 days after the end of each fiscal year of the Issuer, beginning as of the fiscal year ending on March 31, 20[__], either stating that, in the opinion of such counsel, such action has been taken with respect to the execution, recording, filing or re-recording and refiling of this Indenture, any indentures supplemental hereto, any financing statements and continuation statements and any other requisite documents necessary to maintain the lien and security interest created by this Indenture or stating that in the opinion of such counsel no such action is necessary to maintain such lien and security interest. Such Opinion of Counsel shall also describe the execution, recording, filing or re-recording and refiling of this Indenture, any indentures supplemental hereto, any financing statements and continuation statements and any other documents that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture until the date in the following calendar year on which such Opinion of Counsel must again be delivered.

Section 3.07 Performance of Obligations; Servicing of Receivables.

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

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

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

(d) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 8.01 of the Sale and Servicing Agreement, the Indenture Trustee shall appoint a successor servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed

18 (NAROT 20[ ]-[ ] Indenture)

and accepted its appointment as set forth in Section 8.02 of the Sale and Servicing Agreement, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and shall thereafter be entitled to the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, and the predecessor Servicer, if no successor Servicer has been appointed at the time the predecessor Servicer has ceased to act, may petition a court of competent jurisdiction to appoint, any established institution having a net worth of not less than $100,000,000 and whose regular business shall include the servicing of automobile and/or light-duty truck receivables, as the successor to the Servicer under the Sale and Servicing Agreement. Upon such appointment, the Indenture Trustee will be released from the duties and obligations of acting as Successor Servicer, such release effective upon the effective date of the servicing agreement entered into between the Successor Servicer and the Issuer.

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

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

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

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

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

19 (NAROT 20[ ]-[ ] Indenture)

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

(d) assume or incur any indebtedness other than the Notes or as expressly contemplated by this Indenture or by the Basic Documents.

Section 3.09 Annual Statement as to Compliance. The Issuer will cause the Servicer to deliver to the Indenture Trustee [and the [Swap Counterparty][Cap Provider]] concurrently with its delivery thereof to the Issuer the annual statement of compliance described in Section 4.10 of the Sale and Servicing Agreement. In addition, on the same date annually upon which such annual statement of compliance is to be delivered by the Servicer, the Issuer shall deliver to the Indenture Trustee an Officer’s Certificate,

(a) stating, as to the Authorized Officer signing such Officer’s Certificate, that a review of the activities of the Issuer during such year and of its performance under this Indenture has been made under such Authorized Officer’s supervision; and

(b) furnishing, to the extent of the Authorized Officer’s knowledge, information regarding the Issuer’s compliance with all conditions and covenants under this Indenture throughout such year in all material respects.

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

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

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

20 (NAROT 20[ ]-[ ] Indenture)

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

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

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

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

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

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

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

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

21 (NAROT 20[ ]-[ ] Indenture)

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

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

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

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

Section 3.11 Successor or Transferee.

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

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

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

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

22 (NAROT 20[ ]-[ ] Indenture)

Section 3.14 Guarantees, Loans, Advances and Other Liabilities. Unless and until the Issuer shall have been released from its duties and obligations hereunder, except as contemplated by the Sale and Servicing Agreement, this Indenture, or the other Basic Documents, the Issuer shall not make any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person.

Section 3.15 Capital Expenditures. Unless and until the Issuer shall have been released from its duties and obligations hereunder, the Issuer shall not make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty).

Section 3.16 Removal of Administrator. So long as any Notes are Outstanding, the Issuer shall not remove the Administrator without cause unless the Rating Agency Condition shall have been satisfied in connection therewith.

Section 3.17 Restricted Payments. The Issuer will not, directly or indirectly, make payments to or distributions from the Collection Account except in accordance with the Basic Documents.

Section 3.18 Notice of Events of Default. The Issuer shall give the Indenture Trustee [and][,] the Owner Trustee [and the [Swap Counterparty][Cap Provider]], the Administrator (and the Administrator will provide notice thereof to each Rating Agency) prompt written notice of each Event of Default hereunder, each Servicer Default and each default on the part of the Seller of its obligations under the Sale and Servicing Agreement and NMAC of its obligations under the Purchase Agreement [and each [Swap][Cap] Event of Default under the Interest Rate [Swap][Cap] Agreement(s). In addition, on (i) any Distribution Date on which the Issuer has not received from the [Swap Counterparty][Cap Provider] any amount due from the [Swap Counterparty][Cap Provider] on such Distribution Date, (ii) the Business Day following any such Distribution Date if the Issuer has not yet received such amount due from the [Swap Counterparty][Cap Provider] or (iii) the Business Day on which such failure to pay by the [Swap Counterparty][Cap Provider] becomes a [Swap][Cap] Event of Default under any Interest Rate [Swap][Cap] Agreement, the Issuer shall give prompt notice thereof to the [Swap Counterparty][Cap Provider], the Indenture Trustee and each Rating Agency].

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

Section 3.19 Further Instruments and Actions. Upon request of the Indenture Trustee, the Issuer will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Section 3.20 Representations and Warranties. The Issuer makes the following representations and warranties. Such representations and warranties speak as of the Closing Date, but shall survive the Closing Date. Notwithstanding anything to the contrary, the Indenture Trustee shall not waive any breach of representations or warranties in this Section 3.20 without the written consent of at least a majority of the Outstanding Amount of the Notes, voting as a single class.

23 (NAROT 20[ ]-[ ] Indenture)

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

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

(c) The Receivables constitute “tangible chattel paper” or “electronic chattel paper” within the meaning of the applicable UCC.

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

(e) The Issuer has caused or will have caused, within ten days after the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral (to the extent such security interest can be perfected by the filing of a financing statement) granted to the Indenture Trustee hereunder.

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

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

24 (NAROT 20[ ]-[ ] Indenture)

ARTICLE IV

Satisfaction and Discharge

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

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

(b) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer[, including, without limitation, all amounts owed to the [Swap Counterparty, including all Swap Termination Payments] (but without taking into account any payments to the Designated Account for distribution to the Certificateholder); and

(c) the Issuer has delivered to the Indenture Trustee, an Officer’s Certificate, an Opinion of Counsel (if required by the TIA) and an Independent Certificate from a firm of certified public accountants (if required by the TIA and if such discharge is not related to a redemption of the Notes in accordance with Article X), each meeting the applicable requirements of Section 11.01 and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Section 4.02 Application of Trust Money. All moneys deposited with the Indenture Trustee pursuant to Section 4.01 hereof shall be held in trust and (a) applied by it in accordance with the provisions of the Notes and this Indenture to the payment, either directly or through any Paying Agent, as the Indenture Trustee may determine, [to the Swap Counterparty and] to the Holders of the particular Notes for the payment of which such moneys have been deposited with the Indenture Trustee, of all sums due and to become due thereon for principal and interest or (b) released to the Owner Trustee for application pursuant to the Trust Agreement or the Sale and Servicing Agreement; but such moneys need not be segregated from other funds except to the extent required herein or in the Sale and Servicing Agreement or required by law.

25 (NAROT 20[ ]-[ ] Indenture)

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

ARTICLE V

Remedies

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

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

(b) default in the payment of the principal of any Note on the Final Scheduled Distribution Date or the Redemption Date;

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

(d) any representation or warranty of the Issuer made in this Indenture or in any certificate or other writing delivered pursuant hereto or in connection herewith shall prove to have been incorrect in any material respect as of the time when the same shall have been made, and such default shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was incorrect shall not have been eliminated or otherwise cured, for a period of 60 days after there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by the Holders of at least a majority of the Outstanding Amount of the Notes, acting together as a single Class, a written notice specifying such incorrect representation; or

(e) an Insolvency Event shall have occurred with respect to the Issuer.

Section 5.02 Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or the Holders of a majority of the Outstanding Amount of the Notes, voting as a single class may declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable.

26 (NAROT 20[ ]-[ ] Indenture)

At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders of a majority of the Outstanding Amount of the Notes, voting as a single class, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

(a) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay:

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

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

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

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

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

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

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

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

27 (NAROT 20[ ]-[ ] Indenture)

(c) If an Event of Default occurs and the maturity of the Notes is accelerated, the Indenture Trustee may, as more particularly provided in Section 5.04, in its discretion, proceed to protect and enforce its rights and the rights of [the [Swap Counterparty][Cap Provider],] the Noteholders and, incidentally thereto, the Certificateholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law, or the Indenture Trustee may elect to maintain the Collateral and continue to apply the proceeds from the Collateral in accordance with Section 5.04(b).

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

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

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

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

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

28 (NAROT 20[ ]-[ ] Indenture)

Any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.

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

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

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

Section 5.04 Remedies; Priorities.

(a) If an Event of Default shall have occurred and resulted in the acceleration of the Notes, the Indenture Trustee shall make payments as set forth in Section 5.04(b) of this Indenture, rather than pursuant to Section 5.06(a) of the Sale and Servicing Agreement.

(b) Notwithstanding the provisions of Section 5.06(a) of the Sale and Servicing Agreement, if the Indenture Trustee collects any money or property pursuant to this Article V and the Notes have been accelerated, it shall make the following deposits and distributions on such Distribution Date, to the extent of Available Amounts on deposit in the Collection Account for such Distribution Date, in the following order of priority:

(1) pro rata, to the Indenture Trustee, the Calculation Agent and the Owner Trustee, any accrued and unpaid fees, expenses and indemnity payments, as applicable, due pursuant to this Indenture and the Trust Agreement, respectively, but only to the extent that such fees, expenses or indemnity payments, as applicable, have not been paid by the Administrator and have been outstanding for at least sixty (60) days;

29 (NAROT 20[ ]-[ ] Indenture)

(2) 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 not been paid by the Sponsor and have been outstanding for at least sixty (60) days;

(3) to the Servicer, the Base Servicing Fee and any unpaid Base Servicing Fees from one or more prior Collection Periods;

(4) [to the Swap Counterparty, the Net Swap Payment, if any, for such Distribution Date;]

(5) on a pro rata basis, (A) to the Swap Counterparty, any Senior Swap Termination Payments for such Distribution Date, and (B)] on a pro rata basis (based on the amounts distributable pursuant to this clause to each Class of Noteholders), to the Class A-1 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-2[a] Noteholders, the Noteholders’ Interest Distributable Amount for such Class, [to the Class A-2b Noteholders, the Noteholders’ Interest Distributable Amount for such Class,] to the Class A-3 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders’ Interest Distributable Amount for such Class;

(6) [to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for such Class;]

(7) to the Class A-1 Noteholders, until the principal amount of the Class A-1 Notes is reduced to zero, and then to the Class A-2[a] Noteholders [(pro rata among the A-2a Notes and the Class A-2b) Notes], the Class A-3 Noteholders and the Class A-4 Noteholders on a pro rata basis (based on the Outstanding Amount of each such Class), until the principal amount for such Class of Notes is reduced to zero[, and then to the Class B Noteholders, until the principal amount for such Class of Notes is reduced to zero];

(8) [to the Swap Counterparty, any Subordinated Swap Termination Payments for such Distribution Date;] and

(9) any remaining Available Amounts to the Designated Account for distribution to the Certificateholders.

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

30 (NAROT 20[ ]-[ ] Indenture)

(d) In accordance with Section 5.03(c), if an Event of Default shall have occurred and resulted in the acceleration of the Notes, the Indenture Trustee may do one or more of the following (subject to Section 5.05):

(1) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuer[, the [Swap Counterparty][Cap Provider]] and any other obligor upon such Notes moneys adjudged due;

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

(3) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders [and the [Swap Counterparty][Cap Provider]], including electing to maintain the Collateral and to continue to apply the proceeds from the Collateral in accordance with Section 5.04(b); and

(4) sell the Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Collateral following an Event of Default, other than an Event of Default described in Section 5.01(a) or (b), unless (A) the Holders of 100% of the Outstanding Amount of the Notes consent thereto, or (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon the Notes for principal and interest at the date of such sale or liquidation [and all amounts due to the Swap Counterparty under each Interest Rate Swap Agreement], (C) the Indenture Trustee determines that the Owner Trust Estate may not continue to provide sufficient funds on an ongoing basis to make all payments of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of Holders of at least 66 2/3% of the Outstanding Amount of the Notes, voting as a single class, or (D) the Servicer exercises its option to purchase the Receivables pursuant to Section 9.01 of the Sale and Servicing Agreement and Section 10.01 hereof. In determining such sufficiency or insufficiency with respect to clauses (B) and (C), the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Owner Trust Estate for such purpose.

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

Section 5.05 Optional Preservation of the Collateral. If the Notes have been declared to be due and payable under Section 5.02 following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may, unless otherwise directed by the Holders of at least a majority of the Outstanding Amount of the Notes, voting as a single class, but need not, elect to maintain possession of the Collateral and direct the Issuer, Servicer and Administrator not to take steps to liquidate the Receivables. It is the desire of the parties hereto[, the [Swap Counterparty] and the Noteholders that there be at all times sufficient

31 (NAROT 20[ ]-[ ] Indenture)

funds for the payment of principal of and interest on the Notes [and the Swap Counterparty under the Interest Rate Swap Agreement(s)], and the Indenture Trustee shall take such desire into account when determining whether or not to maintain possession of the Collateral. In determining whether to maintain possession of the Collateral, the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Collateral for such purpose.

Section 5.06 Limitation of Suits. Except to the extent expressly set forth in Section 7.07 of this Indenture or Section 4.4 of the Purchase Agreement, no Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture or the other Basic Documents, or for the appointment of a receiver or trustee, or for any other remedy hereunder unless such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default or breach of the Basic Documents by a party thereto (an “Action”), and:

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

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

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

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

Section 5.07 Rights of Noteholders to Receive Principal and Interest. Notwithstanding any other provisions in this Indenture, the Holder of any Note shall have the right to receive payment of the principal of and interest, if any, on such Note on or after the respective due dates thereof expressed in such Note and in this Indenture (in each case with reference to the calculations to be made pursuant to the Sale and Servicing Agreement), and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder.

32 (NAROT 20[ ]-[ ] Indenture)

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

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

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

Section 5.11 Control by Noteholders. The Holders of a majority of the Outstanding Amount of the Notes, voting as a single class, shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:

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

(b) any direction to the Indenture Trustee to sell or liquidate the Collateral shall be by Holders of Notes representing not less than the applicable percentage of the Outstanding Amount of the Notes set forth in Section 5.04(d)(4); and

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

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

33 (NAROT 20[ ]-[ ] Indenture)

Section 5.12 Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.02 or the liquidation or sale of the Collateral pursuant to Section 5.04, the Holders of a majority of the Outstanding Amount of the Notes, voting as a single class, may waive any past Default or Event of Default and its consequences except a Default or Event of Default in (a) payment of principal or interest on the Notes or (b) an Event of Default in respect of a covenant or provision hereof that cannot be modified or amended without the consent of the Holder of each Note. In the case of any such waiver, the Issuer, the Indenture Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder, respectively.

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

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

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

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

34 (NAROT 20[ ]-[ ] Indenture)

Section 5.16 Performance and Enforcement of Certain Obligations.

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

(b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing or by telephone, confirmed in writing promptly thereafter) of the Holders of a majority of the Outstanding Amount of the Notes, voting as a single class, shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller[, the [Swap Counterparty][Cap Provider]] or the Servicer under or in connection with the Sale and Servicing Agreement, the Purchase Agreement [or the Interest Rate [Swap][Cap] Agreement(s)], or against the Administrator under the Administration Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller, the Servicer or the Administrator, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension, or waiver thereunder and any right of the Issuer to take such action shall be suspended.

ARTICLE VI

The Indenture Trustee

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

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

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

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

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

(3) the Indenture Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken in good faith in accordance with the direction of the Holders of at least a majority of the Outstanding Amount of the Notes, voting as a single class, relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee under this Indenture.

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

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

(e) If pursuant to Section 4.06 of the Sale and Servicing Agreement, an Authorized Officer of the Indenture Trustee discovers that a covenant of the Servicer has been breached with respect to a Receivable that would materially and adversely affect such Receivable, the Indenture Trustee shall give prompt written notice to the Servicer and the Owner Trustee of such incorrectness.

(f) The Indenture Trustee shall not be deemed to have knowledge of any Default or Event of Default, breach of representation or warranty or other event unless an Authorized Officer has actual knowledge thereof or has received written notice thereof in accordance with the provisions of this Indenture. For the avoidance of doubt, receipt by the Indenture Trustee of a Review Report shall not constitute actual knowledge of any breach of representation or warranty.

(g) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, epidemics or pandemics, and interruptions, loss or malfunctions of utilities, communications systems or services; provided, that the Indenture Trustee shall use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

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(h) In no event shall the Indenture Trustee be liable for any costs, expenses and/or liabilities that could be allocated to a requesting party.

(i) The Indenture Trustee shall not be obligated to monitor, supervise or enforce the performance of the Depositor or the Sponsor under the Basic Documents, except as otherwise expressly specified herein.

(j) In no event shall the Indenture Trustee be liable for failure to perform its obligations hereunder if such failure is a result of another Transaction Party’s failure to perform its responsibilities or obligations in this Indenture or other Basic Documents.

Section 6.02 Rights of Indenture Trustee.

(a) Except as otherwise provided in Section 6.01:

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

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

(3) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing Agreement, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred by it, its agents and its counsel in compliance with such request, order or direction;

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

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

(6) the Indenture Trustee may execute any of the trusts or powers under this Indenture or perform any duties under this Indenture either directly or by or through agents or attorneys or a custodian, and the Indenture Trustee shall not be liable for the misconduct of such agents or attorneys if such agents or attorneys have been selected by the Indenture Trustee with reasonable care;

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

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

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

(10) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate (with respect to factual matters) and/or an Opinion of Counsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.

(11) The Indenture Trustee will not be responsible for special, indirect, punitive, or consequential damages.

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

(c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee or take or omit to take any action, suffer any action to be taken or omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would, in the judgment of the Indenture Trustee, expose it to liability or violate applicable law binding upon it (which determination may be based on an Opinion of Counsel).

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

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

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Section 6.05 Notice of Defaults. If an Authorized Officer of the Indenture Trustee has actual knowledge or has received written notice that a Default has occurred and is continuing, the Indenture Trustee shall mail to each Noteholder [and the [Swap Counterparty][Cap Provider]] notice of such Default within 10 days of the occurrence thereof. Except in the case of a Default in payment of principal of or interest on any Note, the Indenture Trustee may withhold such notice if and so long as a committee of its Authorized Officers in good faith determines that withholding the notice is in the interests of Noteholders.

Section 6.06 Reports by Indenture Trustee to Holders. The Indenture Trustee shall deliver or cause to be delivered annually to each Noteholder [and the [Swap Counterparty][Cap Provider]] of record such information as may be required to enable such Person to prepare its federal and state income tax returns.

Section 6.07 Compensation and Indemnity. The Administrator shall pay to the Indenture Trustee from time to time reasonable compensation for its services as have been separately agreed upon between the Administrator and the Indenture Trustee. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator shall reimburse the Indenture Trustee for all reasonable out-of-pocket expenses (including extraordinary out-of-pocket expenses) incurred or made by it, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts including in connection with the Indenture Trustee’s performance of its obligations under Section 4.4 of the Purchase Agreement and Sections 7.07 and 7.08 of this Indenture. The Administrator shall indemnify each of the Indenture Trustee [and the Calculation Agent] against any and all loss, liability or expense (including reasonable attorneys’ fees and expenses) incurred by it in connection with the administration of this Indenture or any of the Basic Documents and the performance of its duties hereunder or thereunder, including legal fees and expenses incurred in connection with the enforcement by such Person of any indemnification or other obligation of the Issuer or Administrator, provided, that the Administrator shall not reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee [or the Calculation Agent, as applicable,] through the Indenture Trustee’s [or the Calculation Agent’s, as applicable,] own willful misconduct, negligence or bad faith. The Indenture Trustee [or the Calculation Agent, as applicable,] shall notify the Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee [or the Calculation Agent, as applicable,] to so notify the Administrator shall not relieve the Administrator of its obligations hereunder. The Administrator shall defend any such claim, and the Indenture Trustee [or the Calculation Agent, as applicable,] may have separate counsel and the Administrator shall pay the fees and expenses of such counsel. To the extent not paid by the Administrator and outstanding for at least 60 days, such fees and indemnities, as applicable, shall be paid by the Issuer pursuant to Section 5.06 of the Sale and Servicing Agreement, provided, that prior to such payment pursuant to the Sale and Servicing Agreement, the Indenture Trustee [or the Calculation Agent, as applicable,] shall notify the Administrator in writing that such fees and indemnities, as applicable, have been outstanding for at least 60 days. If such fees and indemnities, as applicable, are paid pursuant to Section 5.06 of the Sale and Servicing Agreement, the Administrator shall reimburse the Issuer in full for such payments.

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

Section 6.08 Replacement of Indenture Trustee. The Indenture Trustee may resign at any time by providing 30 days prior written notice of its resignation to the Issuer. Noteholders representing a majority of the Outstanding Amount may remove the Indenture Trustee at any time and appoint a successor Indenture Trustee with 30 days prior written notice to the Indenture Trustee and the Owner Trustee. The Administrator may remove the Indenture Trustee if:

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

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

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

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

If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Servicer shall promptly appoint a successor Indenture Trustee. The successor Indenture Trustee shall pay all reasonable costs and expenses incurred in connection with removing and replacing the Indenture Trustee for a series of Notes and transferring the predecessor Indenture Trustee’s duties and obligations to the successor Indenture Trustee. To the extent not paid by the successor Indenture Trustee, the Administrator shall pay all reasonable costs and expenses incurred in connection with removing and replacing the Indenture Trustee for a series of Notes and transferring the predecessor Indenture Trustee’s duties and obligations to the successor Indenture Trustee. No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.08.

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

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

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

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

Section 6.09 Successor Indenture Trustee by Merger. If the Indenture Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another Person, the resulting, surviving or transferee corporation without any further act shall be the successor Indenture Trustee if such surviving Person or transferee corporation or banking shall be otherwise qualified and eligible under Section 6.11. The Indenture Trustee shall provide the Issuer, the Owner Trustee and the Administrator reasonable prior written notice of any such transaction (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement).

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

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

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

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

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

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

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

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

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

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

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

ARTICLE VII

Noteholders’ Lists and Reports

Section 7.01 Note Registrar To Furnish Names and Addresses of Noteholders. The Note Registrar shall furnish or cause to be furnished to the Indenture Trustee, the Owner Trustee, the Servicer or the Administrator, within 15 days after receipt by the Note Registrar of a written request therefrom, a list of the names and addresses of the Noteholders of any Class as of the most recent Record Date. If three or more Noteholders, or one or more Holders evidencing not less than 25% of the Outstanding Amount of the Notes (hereinafter referred to as “Applicants”), apply in writing to the Indenture Trustee, and such application states that the Applicants desire to communicate with other Noteholders with respect to their rights under this Indenture or under the Notes and such application is accompanied by a copy of the communication that such Applicants propose to transmit, then the Indenture Trustee shall, within five Business Days after the receipt of such application, afford such Applicants access, during normal business hours, to the current list of Noteholders. Such Indenture Trustee may elect not to afford the requesting Noteholders access to the list of Noteholders if it agrees to mail the desired communication by proxy, on behalf of and at the expense of the requesting Noteholders, to all Noteholders. Every Noteholder, by receiving and holding a Note, agrees with the Indenture Trustee and the Issuer that none of the Indenture Trustee, the Owner Trustee, the Issuer, the Servicer or the Administrator shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Noteholders under this Indenture, regardless of the source from which such information was derived.

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

Section 7.02 Preservation of Information; Communications to Noteholders.

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

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

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

Section 7.03 Reports by Issuer.

(a) The Issuer shall:

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

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

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

(b) Unless the Issuer otherwise determines, the fiscal year of the Issuer shall end on [____________] of each year, unless the fiscal year of the Servicer ends on some other date, in which case, the fiscal year of the Issuer shall be the same as the fiscal year of the Servicer.

Section 7.04 Reports by Indenture Trustee. If required by TIA Section 313(a), within 60 days after the end of each fiscal year of the Issuer, beginning with the fiscal year ending March 31, 20[__], the Indenture Trustee shall mail to each Noteholder as required by TIA Section 313(c) a brief report dated as of such date that sets forth information required by TIA Section 313(a), including any change to its eligibility and qualification to continue as Indenture Trustee under this Indenture, any amounts advanced by it under this Indenture, the amount, interest rate and maturity date of certain indebtedness owed by the Issuer to such Indenture Trustee, in its individual capacity, the property and funds physically held by such Indenture Trustee in its capacity as such, and any action taken by it that materially affects the Notes and that has not been previously reported. The Indenture Trustee also shall comply with TIA Section 313(b).

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

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

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

Section 7.06 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 Section 6.01(e), 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 [___________], a report substantially in the form of Exhibit B with respect to any demands communicated to an Authorized Officer of the Indenture Trustee during the immediately preceding calendar month (or, in the case of the initial notice, since the Closing Date) for the repurchase of any Receivable pursuant to Section 4.3 of the Purchase Agreement, 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 7.07 Noteholder Demand for Repurchase; Dispute Resolution.

(a) If an Investor becomes aware of a breach of NMAC’s representations and warranties in Section 3.2(b) of the Purchase Agreement that would require NMAC to repurchase a Receivable pursuant to Section 4.3 of the Purchase Agreement, such Investor (the “Requesting Investor”) may, or by written notice to the Indenture Trustee may direct the Indenture Trustee to, notify NMAC in writing of such breach and request that NMAC repurchase the related Receivable. Any such request, and any related direction to the Indenture Trustee, shall identify the Receivable, as well as the related breach of representation or warranty. If the Requesting Investor is a Note Owner, then each written notice from such Requesting Investor must be accompanied by Verification Documents. Upon receipt of any written notice of a repurchase request that complies with the requirements of this Section 7.07(a), the Indenture Trustee shall forward such written notice to NMAC and request that NMAC repurchase the related Receivable pursuant to Section 4.3 of the Purchase Agreement. For avoidance of doubt, following delivery of such notice and request to NMAC, the Indenture Trustee shall have no responsibility or liability for the determination by NMAC to repurchase or not to repurchase the related Receivable or for monitoring whether or not such repurchase occurs.

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(b) If a Requesting Investor requests, or directs the Indenture Trustee to request, the repurchase of a Receivable pursuant to clause (a) above, and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of such Requesting Investor, within 180 days of the receipt of notice of the request by NMAC, the Requesting Investor may, or by written notice to the Indenture Trustee may direct the Indenture Trustee to, refer the matter to either mediation or arbitration pursuant to Section 4.4 of the Purchase Agreement.

Section 7.08 Asset Review Voting.

(a) If the Delinquency Percentage on any Distribution Date exceeds the Delinquency Trigger, then Noteholders (if the Notes are represented by Definitive Notes) or Note Owners (if the Notes are represented by Book-Entry Notes) holding at least 5% of the Outstanding Amount as of the filing of the Form 10-D that disclosed that the Delinquency Percentage exceed the Delinquency 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 Delinquency Percentage exceeds the Delinquency Trigger. If any Instituting Noteholder is not a Noteholder as reflected on the Note Register, the Indenture Trustee may require such Instituting Noteholder to provide Verification Documents to confirm that such Instituting Noteholder is, in fact, a Note Owner. If the Instituting Noteholders initiate a vote as described in this clause (a), the Indenture Trustee shall submit the matter to a vote of all Noteholders, which shall be through the Clearing Agency if the Notes are represented by Book-Entry Notes. The Indenture Trustee may set a Record Date for purposes of determining the identity of Noteholders or Note Owners, as applicable, entitled to vote in accordance with TIA Section 316(c). The vote will remain open until the 120^th day after the filing of the Form 10-D disclosing that the Delinquency Percentage exceeds the Delinquency Trigger. The “Noteholder Direction” shall be deemed to have occurred if Noteholders representing at least a majority of the voting Noteholders vote in favor of directing an Asset Review of the Subject Receivables by the Asset Representations Reviewer. Following the completion of the voting process, the next Form 10-D filed by the Seller will disclose whether or not a Noteholder Direction has occurred.

(b) Within [5 Business Days] of the Review Satisfaction Date, the Indenture Trustee will send a Review Notice to NMAC, the Seller, the Servicer and the Asset Representations Reviewer.

(c) Notwithstanding clauses (a) and (b) of this Section 7.08, an Investor (if the Notes are represented by Definitive Notes) or Note Owner (if the Notes are represented by Book-Entry Notes) need not direct that an Asset Review be performed prior to (i) notifying (or directing the Indenture Trustee to notify) NMAC, of a breach of NMAC’s representations and warranties in Section 3.2(b) of the Purchase Agreement that would require NMAC, to repurchase a Receivable pursuant to Section 4.3 of the Purchase Agreement or (ii) referring the matter, at its discretion, to either mediation or arbitration pursuant to Section 4.4 of the Purchase Agreement.

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(d) For the avoidance of doubt, the Indenture Trustee shall not be required to (i) determine whether, or give notice to Noteholders that, a Delinquency Trigger has occurred or (ii) determine which assets are subject to an Asset Review by the Asset Representations Reviewer.

ARTICLE VIII

Accounts, Disbursements and Releases

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

Section 8.02 Accounts.

(a) On or prior to the Closing Date, the Issuer shall cause the Servicer to establish and maintain, in the name of the Indenture Trustee until the Outstanding Amount of the Notes is zero, and thereafter, in the name of the Issuer, the Collection Account as provided in Section 5.01 of the Sale and Servicing Agreement.

(b) On or prior to the Closing Date, the Issuer will cause the Servicer to establish and maintain in the name of the Indenture Trustee, until the Outstanding Amount of the Notes is zero, the Reserve Account as provided in Section 5.01 of the Sale and Servicing Agreement. On or prior to the Closing Date, the Issuer shall cause to be deposited an amount equal to the Reserve Account Initial Deposit into the Reserve Account.

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

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Section 8.03 General Provisions Regarding Accounts.

(a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Accounts shall be invested in Eligible Investments and reinvested by the Indenture Trustee at the written direction of the Servicer, subject to the provisions of Section 5.01 of the Sale and Servicing Agreement. All income or other gain from investments of moneys deposited in the Collection Account shall be deposited by the Indenture Trustee in the Collection Account and paid to the Servicer as servicing compensation on any Business Day on or after which such amount is deposited in the Collection Account, and any loss resulting from such investments shall be charged to such account. Subject to the provisions of Section 5.07 of the Sale and Servicing Agreement, all income or other gain from investments of moneys deposited in the Reserve Account shall be paid to the Servicer on any Business Day on or after which such amount is deposited in the Reserve Account, and any loss resulting from such investments shall be charged to such account. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not, to make any investment of any funds or to sell any investment held in the Accounts unless the security interest Granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, reasonably acceptable to the Indenture Trustee, to such effect.

(b) [All amounts held in the [Swap][Cap] Termination Payment Account shall be invested by the Indenture Trustee, as directed in writing by the Servicer, in Eligible Investments; provided that if (x) the Servicer shall have failed to give investment directions for any funds on deposit in the [Swap][Cap]Termination Payment Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Collateral are being applied pursuant to Section 5.06 if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the [Swap][Cap]Termination Payment Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required deposits on the Distribution Date; provided that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in the [Swap][Cap]Termination Payment Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Earnings, if any, on investment of funds in the [Swap][Cap]Termination Payment Account shall be paid to the Servicer, as servicing compensation on any Business Day on or after which such amount is deposited in the [Swap][Cap]Termination Payment Account, and any loss resulting from such investments shall be charged to such account. The Indenture Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directions.]

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(c) Subject to Section 6.01(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in the Collection Account [or][,] the Reserve Account [or, the [Swap][Cap]Termination Payment Account] resulting from any loss on any Eligible Investment included therein at the direction of the Servicer, except for losses attributable to the Indenture Trustee’s failure to make payments on such Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with the terms thereof.

(d) If (i) the Servicer shall have failed to give investment directions for any funds on deposit in the Collection Account [or][,] the Reserve Account[or, the [Swap][Cap] Termination Payment Account] to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and Indenture Trustee) on any Business Day or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to Section 5.02 or (iii) if such Notes shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Owner Trust Estate are being applied in accordance with Section 5.05 as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Accounts in an Eligible Investment specified in [an interest bearing money market deposit account at [______]] [clauses (i), (iv) or (vi) of the definition of Eligible Investments provided in the Sale and Servicing Agreement.]

(e) Except as otherwise provided hereunder or agreed in writing among the parties hereto, the Servicer shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the issuer of any securities held hereunder, and, in general, to exercise each and every other power or right with respect to each such asset or investment as individuals generally have and enjoy with respect to their own assets and investment, including power to vote upon any securities.

Section 8.04 Release of Owner Trust Estate.

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

(b) The Indenture Trustee shall, at such time as there are no Notes outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 [and to the Swap Counterparty pursuant to an Interest Rate Swap Agreement] (as certified by an authorized officer of the Issuer in the officer’s certificate delivered to the Trustee) have been paid, release any remaining portion of the Owner Trust Estate that secured the Notes from the lien of this Indenture and release to or

50 (NAROT 20[ ]-[ ] Indenture)

to the order of the Issuer, any funds entitled thereto then on deposit in the Collection Account and the Reserve Account. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Officer’s Certificate and (if required by the TIA) Independent Certificates in accordance with TIA Sections 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01.

Section 8.05 Release of Receivables Upon Purchase by NMAC or the Servicer.

(a) Upon repurchase of any Receivable by NMAC pursuant to Section 4.3 of the Purchase Agreement or any purchase of any Receivable by the Servicer pursuant to Section 4.06 or Section 9.01 of the Sale and Servicing Agreement, the Indenture Trustee, on behalf of the Noteholders [and the Swap Counterparty], shall, without further action, be deemed to release from the Lien of this Indenture such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof and the other property with respect to such Receivable, and all security and any documents relating thereto, and NMAC or the Servicer, as applicable, shall thereupon own each such Receivable, and all such related security and documents, free of any further obligation to the Issuer, the Indenture Trustee[, the Swap Counterparty] or the Noteholders with respect thereto.

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

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

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ARTICLE IX

Supplemental Indentures

Section 9.01 Supplemental Indentures Without Consent of Noteholders.

(a) Except as provided in Section 9.02, without the consent of any other Person, the Issuer and the Indenture Trustee (when so directed by an Issuer Order), may enter into one or more amendments or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or for the purpose of modifying in any manner the rights of the Noteholders under this Indenture; provided that (i) either (A) any amendment or supplemental indenture that materially and adversely affects the Noteholders shall require the consent of Noteholders holding not less than a majority of the Outstanding Amount voting together as a single class, or (B) such amendment or supplemental indenture shall not materially and adversely affect the Noteholders, and (ii) any amendment or supplemental indenture that adversely affects the interests of the Servicer, the Certificateholders, the Indenture Trustee, the Owner Trustee or the Administrator shall require the prior consent of the Persons whose interests are adversely affected, provided that the consent of the Servicer, the Certificateholders, the Owner Trustee [the [Swap Counterparty] [Cap Provider]] or the Administrator, as the case may be, shall be deemed to have been given if the Depositor does not receive a written objection from such Person within 10 Business Days after a written request for such consent shall have been given. A supplement or amendment shall be deemed not to materially and adversely affect the interests of the Noteholders if (i) the Rating Agency Condition is satisfied with respect to such supplement or amendment, or (ii) the Depositor delivers an Officer’s Certificate to the Indenture Trustee stating that such supplement or amendment will not materially and adversely affect the Noteholders.

(b) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment or supplement, but it shall be sufficient if such Person consents to the substance thereof.

(c) Prior to the execution of any amendment or supplemental indenture pursuant to this Section or Section 9.02, the Issuer shall provide each Rating Agency, the Certificateholders, the Depositor, the Owner Trustee [the [Swap Counterparty] [Cap Provider]]and the Indenture Trustee with written notice of the substance of such supplement. No later than 10 Business Days after the execution of any supplemental indenture, the Issuer shall furnish a copy of such supplement to each Rating Agency, the Servicer, the Certificateholders, the Indenture Trustee [the [Swap Counterparty] [Cap Provider]]and the Owner Trustee.

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

(e) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such amendment or supplemental indenture relates a notice (to be provided by the Issuer) setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

(f) The Indenture Trustee shall be under no obligation to ascertain whether a Rating Agency Condition has been satisfied with respect to any amendment or supplemental indenture. When the Rating Agency Condition is satisfied with respect to such amendment or supplemental indenture, the Servicer shall deliver to the Indenture Trustee an Officer’s Certificate to that effect, and the Indenture Trustee may conclusively rely upon the Officer’s Certificate from the Servicer that a Rating Agency Condition has been satisfied with respect to such amendment or supplemental indenture.

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(g) [Notwithstanding anything under this Section 9.01 or in any other Basic Document to the contrary, to the extent permitted by the TIA, this Indenture may be supplemented by the Issuer without the consent of the Indenture Trustee, the Calculation Agent, the Paying Agent, the Owner Trustee, any Noteholder or any other Person, and without satisfying any other provisions of this Indenture related to supplements thereto or in any other Basic Document, solely in connection with any SOFR Adjustment Conforming Changes or, following the determination of a Benchmark Replacement, any Benchmark Replacement Conforming Changes to be made by the Administrator; provided, that the Issuer has delivered notice of such supplement to the Rating Agencies and the Indenture Trustee on or prior to the date such supplement is executed; provided, further, that any such SOFR Adjustment Conforming Changes or any such Benchmark Replacement Conforming Changes will not affect the Indenture Trustee’s, the Paying Agent’s or the Owner Trustee’s rights, indemnities or obligations without the Indenture Trustee’s, the Paying Agent’s or the Owner Trustee’s consent, respectively. For the avoidance of doubt, any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes in any supplement to the indenture may be retroactive (including retroactive to the Benchmark Replacement Date) and the indenture may be supplemented more than once in connection with any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes.]

Section 9.02 Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when requested by an Issuer Order, also may, with the consent of Noteholders holding not less than a majority of the Outstanding Amount voting together as a single class, by Action of such Noteholders delivered to the Issuer and the Indenture Trustee, enter into one or more amendments or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Noteholders under this Indenture, subject to prior notice to the Rating Agencies and provided that no such supplemental indenture entered into in accordance with this Section 9.02 shall, without the consent of the Noteholder of each Outstanding Note affected thereby:

(1) change the Final Scheduled Distribution Date of or the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or the Redemption Price with respect thereto;

(2) reduce the percentage of the Outstanding Amount, the consent of the Noteholders of which is required for any such amendment or supplemental indenture or the consent of the Noteholders of which is required for any waiver of compliance with provisions of this Indenture or Events of Default hereunder and their consequences provided for in this Indenture;

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

(4) reduce the percentage of the Outstanding Amount required to direct the Indenture Trustee to direct the Issuer to sell the Owner Trust Estate pursuant to Section 5.04(d)(4), if the proceeds of such sale would be insufficient to pay the Outstanding Amount plus accrued but unpaid interest on the Notes;

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

(6) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Owner Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive any Noteholder of the security provided by the lien of this Indenture; or

(7) impair the right to institute suit for the enforcement of payment as provided in Section 5.07.

The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any amendment or supplemental indenture and any such determination shall be conclusive upon all Noteholders, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith.

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

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

Section 9.03 Execution of Supplemental Indentures.

(a) In executing, or permitting the additional trusts created by, any supplemental indenture permitted by this Article IX or the modification thereby of the trusts created by this Indenture, the Indenture Trustee and the Owner Trustee shall be entitled to receive upon request therefor and (in the case of the case of the Indenture Trustee, subject to Sections 6.01 and 6.02) shall be fully protected in relying upon, an Opinion of Counsel from external counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. No amendment or modification of this Indenture which adversely affects the Owner Trustee shall be effective without its prior written consent. The Indenture Trustee and the Owner Trustee may, but shall not be obligated to, enter into any such supplemental indenture that affects the Indenture Trustee’s or the Owner Trustee’s, as applicable, own rights, duties, liabilities or immunities under this Indenture or otherwise.

54 (NAROT 20[ ]-[ ] Indenture)

(b) [The parties hereto shall not enter into any indenture or indentures supplemental hereto that would materially and adversely affect the rights of the [Swap Counterparty][Cap Provider] without the consent of the [Swap Counterparty][Cap Provider]; provided that the [Swap Counterparty’s][Cap Provider’s] consent to any such amendment shall not be unreasonably withheld, and provided, further that the [Swap Counterparty’s][Cap Provider’s] consent will be deemed to have been given if the [Swap Counterparty][Cap Provider] does not object in writing within 10 days of receipt of a written request for such consent.]

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

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

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

ARTICLE X

Redemption of Notes

Section 10.01 Optional Purchase of All Receivables. If NMAC, as Servicer, shall notify the Owner Trustee and the Indenture Trustee of its intention to exercise the option granted to it in Section 9.01 of the Sale and Servicing Agreement to purchase the Collateral (other than the Reserve Account), then the Indenture Trustee shall give written notice thereof to each Noteholder[, the [Swap Counterparty][Cap Provider]], in accordance with Section 10.02, as soon as practicable after their receipt of notice from the Servicer. Upon deposit by the Servicer or any successor to the Servicer of the amount necessary to effect such purchase of the Collateral (other than the Reserve Account), the Indenture Trustee shall make the final distributions to the Noteholders and the other distributions as set forth in Section 5.06 of the Sale and Servicing Agreement and shall promptly transfer all of its right, title and interest in and to any amounts or investments remaining on deposit in the Accounts to the Owner Trustee (in any event excluding any portion thereof necessary to make distributions to Noteholders described in Section 3.03), and release from the lien of this Indenture all of the remaining Collateral in accordance with Sections 8.04 and 8.05. The Indenture Trustee shall execute, deliver and file all agreements, certificates, instruments or other documents necessary or reasonably requested by the Issuer in order to effect such release and the transfer to the Issuer of the Collateral.

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Section 10.02 Form of Redemption Notice. Notice of redemption under Section 10.01 shall be given by the Indenture Trustee by first-class mail, postage prepaid, mailed to each Holder of Notes as of the close of business on the Record Date of the month preceding the month of the applicable Redemption Date at such Holder’s address appearing in the Note Register. In addition, the Administrator shall notify each Rating Agency upon the redemption of the Notes, pursuant to the Administration Agreement.

All notices of redemption shall state:

(a) the Redemption Date;

(b) the Redemption Price;

(c) the place where the Notes to be redeemed are to be surrendered for payment of the Redemption Price (which shall be the office or agency of the Issuer to be maintained as provided in Section 3.02); and

(d) that on the Redemption Date, the Redemption Price will become due and payable upon each such Note and that interest thereon shall cease to accrue from and after the Redemption Date.

Notice of redemption of the Notes shall be given by the Indenture Trustee in the name and at the expense of the Issuer. In addition, the Issuer shall notify the Owner Trustee upon redemption of the Notes. Failure to give notice of redemption (or any defect therein) to any Noteholder shall not impair or affect the validity of the redemption of any other Note.

Section 10.03 Notes Payable on Redemption Date. The Notes to be redeemed shall, following notice of redemption as required by Section 10.02, become due and payable on the Redemption Date at the Redemption Price and (unless the Issuer shall default in the payment of the Redemption Price) no interest shall accrue on the Redemption Price for any period after the date to which accrued interest is calculated for purposes of calculating the Redemption Price.

ARTICLE XI

Miscellaneous

Section 11.01 Compliance Certificates and Opinions, etc.

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

56 (NAROT 20[ ]-[ ] Indenture)

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

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

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

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

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

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

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

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

57 (NAROT 20[ ]-[ ] Indenture)

Notwithstanding Section 2.09 or any other provision of this Section, the Issuer may, without compliance with the requirements of the other provisions of this Section, (i) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Basic Documents, and (ii) make cash payments out of the Accounts as and to the extent permitted or required by the Basic Documents.

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

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

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

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

58 (NAROT 20[ ]-[ ] Indenture)

Section 11.03 Acts of Noteholders.

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

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

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

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

Section 11.04 Notices to Indenture Trustee, Issuer, [the [Swap Counterparty] [Cap Provider]] and Rating Agencies. Any request, demand, authorization, direction, notice, consent, waiver or Action of Noteholders or other documents provided or permitted by this Indenture shall be in writing and shall be delivered or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service, by facsimile or electronically by email (if an email address is provided), and addressed in each case as specified on Schedule I to the Sale and Servicing Agreement. Notices required to be given to the Rating Agencies hereunder shall be in writing, personally delivered or mailed by certified mail, return receipt requested, and addressed in each case as specified on Schedule I to the Sale and Servicing Agreement or at such other address as shall be designated by written notice to the other parties; provided, however, that all notices, requests, reports, consents or other communications deliverable to any Rating Agency hereunder or under any other Basic Document 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 11.05 Notices to Noteholders; Waiver. Where this Indenture provides for notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class, postage prepaid to each Noteholder affected by such event, at the address as it appears on the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given.

59 (NAROT 20[ ]-[ ] Indenture)

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

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

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

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

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

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

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

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

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

60 (NAROT 20[ ]-[ ] Indenture)

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

Section 11.12 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.

(a) THIS INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

(b) Each of the parties hereto hereby irrevocably and unconditionally:

(1) submits for itself and its property in any Proceeding relating to this Indenture or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof;

(2) consents that any such Proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(3) agrees that service of process in any such Proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11.04 of this Indenture;

(4) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(5) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any Proceeding or counterclaim based on, or arising out of, under or in connection with this Indenture, any other Basic Document, or any matter arising hereunder or thereunder.

61 (NAROT 20[ ]-[ ] Indenture)

Section 11.13 Counterparts and Electronic Signature. This Indenture may be executed simultaneously in any number of counterparts, each of which shall be deemed to be an original, and all of which shall constitute but one and the same instrument. Each party agrees that this Indenture and any other documents to be delivered in connection herewith may be digitally or electronically signed, and that any digital or electronic signatures (including pdf, facsimile or electronically imaged signatures provided by a digital signature provider as specified in writing to the Indenture Trustee) appearing on this Indenture or such other documents shall have the same effect as manual signatures for the purpose of validity, enforceability and admissibility; provided, however, that any documentation with respect to the transfer of Notes or other securities presented to the Indenture Trustee, the Note Registrar or any other transfer agent must contain original, manually executed signatures. Other than with respect to instances in which manual signatures are expressly required by this paragraph, each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any digital or electronic signature appearing on this Indenture or any other documents to be delivered in connection herewith and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof.

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

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

Section 11.16 No Petition. The Indenture Trustee, by entering into this Indenture, and each Noteholder, by accepting a Note, [and the [Swap Counterparty][Cap Provider] by entering into the Interest Rate [Swap][Cap] Agreement(s),] hereby covenant and agree that they shall not, prior to the date which is one year and one day after the payment in full of all obligations of each Bankruptcy Remote Party in respect of all securities issued by any Bankruptcy Remote Party, acquiesce, petition or otherwise invoke or cause such Bankruptcy Remote Party to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against such Bankruptcy Remote Party under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of such Bankruptcy Remote Party or any substantial part of its property, or ordering the winding up or liquidation of the affairs of such Bankruptcy Remote Party.

62 (NAROT 20[ ]-[ ] Indenture)

Section 11.17 Inspection. The Issuer agrees that, on reasonable prior notice, it will permit any representative of the Indenture Trustee, during the Issuer’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuer, to make copies and extracts therefrom, to cause (at the expense of the requesting party) such books to be audited by Independent certified public accountants, and to discuss the Issuer’s affairs, finances and accounts with the Issuer’s officers, employees, and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder.

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

[The remainder of this page intentionally left blank]

63 (NAROT 20[ ]-[ ] Indenture)

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

NISSAN AUTO RECEIVABLES 20[ ]-[ ] OWNER TRUST
By:	[________________________], not in its individual capacity but
	solely as Owner Trustee
	By:
	Name:
	Title:
[_________________], not in its individual capacity but solely as Indenture Trustee
	By:
	Name:
	Title:

(NAROT 20[ ]-[ ] Indenture)

EXHIBIT A

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

[UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF [THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”)], TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF [CEDE & CO.] OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF [DTC] (AND ANY PAYMENT IS MADE TO [CEDE & CO.] OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF [DTC]), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, [CEDE & CO.], HAS AN INTEREST HEREIN.]³

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

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

EACH PURCHASER AND TRANSFEREE (AND IF THE PURCHASER OR TRANSFEREE IS A PLAN (AS DEFINED BELOW), ITS FIDUCIARY) OF THIS NOTE (OR ANY INTEREST HEREIN) WILL BE DEEMED TO (A) REPRESENT, WARRANT AND COVENANT THAT EITHER (I) IT IS NOT ACQUIRING AND WILL NOT HOLD THE NOTE (OR ANY INTEREST HEREIN) FOR, ON BEHALF OF OR WITH THE ASSETS OF ANY PLAN (AS DEFINED BELOW) THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH OF THE FOREGOING, A “BENEFIT PLAN”) OR A PLAN (AS DEFINED BELOW) THAT IS SUBJECT TO A LAW THAT IS SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) THE ACQUISITION, HOLDING AND DISPOSITION OF THE NOTE (OR ANY INTEREST HEREIN) DOES NOT AND WILL NOT GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SIMILAR LAW AND (B) ACKNOWLEDGE AND AGREE THAT BENEFIT PLANS OR PLANS THAT ARE SUBJECT TO SIMILAR LAW MAY NOT ACQUIRE THIS NOTE AT ANY TIME THAT THE RATINGS ON THIS NOTE IS BELOW INVESTMENT GRADE OR THIS NOTE HAS BEEN CHARACTERIZED AS OTHER THAN INDEBTEDNESS FOR APPLICABLE LOCAL LAW PURPOSES. FOR PURPOSES OF THE FOREGOING “PLAN” MEANS AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA, WHETHER OR NOT SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, A “PLAN” AS DEFINED IN SECTION 4975 OF THE CODE OR ANY ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING.

³  For Book Entry Notes only.

(NAROT 20[ ]-[ ] Indenture)

[THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS, PURSUANT TO AN EXEMPTION THEREFROM OR IN A TRANSACTION NOT SUBJECT THERETO.]

(NAROT 20[ ]-[ ] Indenture)

NISSAN AUTO RECEIVABLES 20[ ]-[ ] OWNER TRUST

[[SOFR RATE]+] [____]% ASSET BACKED NOTES,

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

No. R-___ $_________ CUSIP NO._________ ISIN No. ____________

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

The Issuer will pay interest on this Note at the rate per annum shown above on each Distribution Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on the preceding Distribution Date), subject to certain limitations contained in Section 3.01 of the Indenture. Interest on this Note will accrue for each Distribution Date, [for the Class A-1 Notes [and the Class A-2b Notes]] during the period from (and including) the Distribution Date during the calendar month preceding such Distribution Date (or in the case of the first Distribution Date, or if no interest has yet been paid, from (and including) the Closing Date) to (but excluding) such Distribution Date] [for the Class A-2[a] Notes, Class A-3 Notes[,] [and] Class A-4 Notes [and the Class B Notes]] during the period from (and including) the 15th day of the preceding calendar month (or in the case of the first Distribution Date, or if no interest has yet been paid, from (and including) the Closing Date) to (but excluding) the [15th] day of the month in which such Distribution Date occurs.] Interest will be computed on the basis specified in the Indenture for each Interest Period. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

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

(NAROT 20[ ]-[ ] Indenture)

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

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

(NAROT 20[ ]-[ ] Indenture)

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

Date: ________________

NISSAN AUTO RECEIVABLES 20[ ]-[ ]
OWNER TRUST
By:	[_________________], not in its individual capacity but solely as Owner Trustee under the Trust Agreement
	By:
	Name:
	Title:

(NAROT 20[ ]-[ ] Indenture)

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

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

Date: _____________

[____________], not in its individual capacity but solely as Indenture Trustee
By:
	Name:
	Title:

(NAROT 20[ ]-[ ] Indenture)

REVERSE OF NOTE

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

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

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

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

Payments of interest on this Note due and payable on each Distribution Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be paid to the Person in whose name of such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such nominee, except for the final installment of principal payable with respect to such Note on a Distribution Date or on the applicable Final Scheduled Distribution Date, which shall be payable as provided below. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Distribution Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Distribution Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Distribution Date by notice mailed or transmitted by facsimile prior to such Distribution Date, and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in [___________].

(NAROT 20[ ]-[ ] Indenture)

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

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

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

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

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees by accepting the benefits of the Indenture that such Noteholder or Note Owner will not at any time file, join in the filing of, or cooperate with or encourage others to file against a Bankruptcy Remote Party, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Basic Documents.

(NAROT 20[ ]-[ ] Indenture)

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

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

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

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

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

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

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

(NAROT 20[ ]-[ ] Indenture)

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

(NAROT 20[ ]-[ ] Indenture)

ASSIGNMENT

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

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

(name and address of assignee)

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

Dated:_____________*/

Signature Guaranteed:

__________________*/

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

(NAROT 20[ ]-[ ] Indenture)

Exhibit B

ASSET REPURCHASE DEMAND ACTIVITY REPORT

Reporting Period:

X 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
NAROT 20[_]-[_]

(NAROT 20[ ]-[ ] Indenture)

EX-5.1

Exhibit 5.1

Mayer Brown LLP 71 South Wacker Drive
Chicago, Illinois 60606
United States of America   T: +1 312 782 0600
F: +1 312 701 7711 mayerbrown.com

May 16, 2024 

Nissan Auto Receivables Company II LLC

One Nissan Way

Franklin, TN 37067

Re: Nissan Auto Receivables Company II LLC

Registration Statement on Form SF-3

(Registration No. 333-[_______])

Ladies and Gentlemen:

We have acted as special counsel to Nissan Auto Receivables Company II LLC, a Delaware limited liability company (the “Company”), in connection with the above-captioned registration statement (such registration statement, together with the exhibits and any amendments thereto, the “Registration Statement”), filed by the Company with the Securities and Exchange Commission in connection with the registration by the Company of Asset Backed Notes (the “Notes”). As described in the Registration Statement, the Notes will be issued from time to time in series, with each series being issued by a statutory trust (each, a “Trust”) to be formed by the Company pursuant to a trust agreement (each, a “Trust Agreement”) between the Company and a trustee. For each series, the Notes will be issued pursuant to an indenture (the “Indenture”) between the related Trust and an indenture trustee (the “Indenture Trustee”).

In that regard, we are generally familiar with the proceedings taken or required to be taken in connection with the proposed authorization, issuance and sale of any series of Notes and have examined and relied upon copies of such statutes, documents, corporate records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion, including the Registration Statement and, in each case as filed as an exhibit to the Registration Statement, the form of Underwriting Agreement, the form of Indenture (including the form of Notes included as an exhibit thereto), the form of Amended and Restated Trust Agreement, the form of Purchase Agreement, the form of Sale and Servicing Agreement, the form of Interest Rate Cap Agreement, the form of Asset Representations Review Agreement, the form of Administration Agreement and the form of Securities Account Control Agreement (collectively, the “Operative Documents”). Terms used herein without definition have the meanings given to such terms in the Registration Statement.

Mayer Brown is a global services provider comprising an association of legal practices that are separate entities including Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England & Wales), Mayer Brown (a Hong Kong partnership) and Tauil & Chequer Advogados (a Brazilian law partnership).

Mayer Brown LLP

May 16, 2024

Page 2

Based on and subject to the foregoing, we are of the opinion that, with respect to the Notes, when (a) the related Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, (b) such Notes have been duly executed and issued by the related Trust, authenticated by the Indenture Trustee, and sold by the Company, and (c) payment of the agreed consideration for such Notes shall have been received by the related Trust all in accordance with the terms and conditions of the related Operative Documents and a definitive purchase, underwriting or similar agreement with respect to such Notes and in the manner described in the Registration Statement, such Notes will have been duly authorized by all necessary action of the related Trust and will be legally issued and binding obligations of the related Trust and entitled to the benefits afforded by the related Indenture, except as may be limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws relating to or affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws), and by general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether such enforceability is considered in a proceeding in equity or at law.

Our opinions expressed herein are limited to the federal laws of the United States of America, the laws of the State of New York and the Delaware Limited Liability Company Act and the Delaware Statutory Trust Act. We express no opinion herein as to the laws of any other jurisdiction and no opinion regarding the statutes, administrative decisions, rules, regulations or requirements of any county, municipality, subdivision or local authority of any jurisdiction.

Mayer Brown LLP

May 16, 2024

Page 3

We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and to the use of our name therein without admitting we are “experts” within the meaning of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement or this exhibit.

Sincerely,

/s/ Mayer Brown LLP

Mayer Brown LLP

EX-8.1

Exhibit 8.1

Mayer Brown LLP 71 South Wacker Drive Chicago, Illinois 60606 United States of America   T: +1 312 782 0600 F: +1 312 701 7711 mayerbrown.com

May 16, 2024 

Nissan Auto Receivables Company II LLC

One Nissan Way

Franklin, TN 37067

Re: Nissan Auto Receivables Company II LLC

Registration Statement on Form SF-3

(Registration No. 333-[_______])

Ladies and Gentlemen:

We have acted as special federal tax counsel to Nissan Auto Receivables Company II LLC, a Delaware limited liability company (the “Company”), in connection with the above-captioned registration statement (such registration statement, together with the exhibits and any amendments thereto, the “Registration Statement”), filed by the Company with the Securities and Exchange Commission in connection with the registration by the Company of Asset Backed Notes (the “Notes”). As described in the Registration Statement, the Notes will be issued from time to time in series, with each series being issued by a statutory trust (each, a “Trust”) to be formed by the Company pursuant to a trust agreement (each, a “Trust Agreement”) between the Company and a trustee. For each series, the Notes will be issued pursuant to an indenture (the “Indenture”) between the related Trust and an indenture trustee.

In that regard, we generally are familiar with the proceedings required to be taken in connection with the proposed authorization, issuance and sale of any series of Notes and have examined copies of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purpose of this opinion, including the Registration Statement and, in each case as filed as an exhibit to the Registration Statement, the form of Underwriting Agreement, the form of Indenture (including the form of Notes included as an exhibit thereto), the form of Amended and Restated Trust Agreement, the form of Purchase Agreement, the form of Sale and Servicing Agreement, the form of Interest Rate Cap Agreement, the form of Asset Representations Review Agreement, the form of Administration Agreement and the form of Securities Account Control Agreement (collectively, the “Operative Documents”). Terms used herein without definition have the meanings given to such terms in the Registration Statement.

Mayer Brown is a global services provider comprising an association of legal practices that are separate entities including Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England & Wales), Mayer Brown (a Hong Kong partnership) and Tauil & Chequer Advogados (a Brazilian law partnership).

Mayer Brown LLP

May 16, 2024

Page 2

Based on the foregoing and assuming that the Operative Documents with respect to each series are executed and delivered in substantially the form we have examined and that the transactions contemplated to occur under the Operative Documents in fact occur in accordance with the terms thereof, to the extent the statements set forth in the Prospectus forming part of the Registration Statement (to the extent they relate to U.S. federal income tax consequences) under the headings “Summary—Tax Status” and “Material U.S. Federal Income Tax Consequences” constitute matters of U.S. federal income tax law or legal conclusions with respect thereto relating to U.S. federal tax law matters, and to the extent such statements expressly state our opinions or state that our opinion has been or will be provided as to the Notes, we hereby confirm and adopt the opinions set forth therein (subject to the qualifications, assumptions, limitations and exceptions set forth therein).

The opinion expressed above is subject to the following assumptions, qualifications, limitations and exceptions:

The opinion set forth above is based on relevant provisions of the United States Internal Revenue Code of 1986, as amended, Treasury Regulations thereunder, and interpretations of the foregoing as expressed in court decisions, administrative determinations, and legislative history as of the date hereof. These provisions and interpretations are subject to change, which may or may not be retroactive in effect, that might result in modifications of our opinion.

This opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances that arise after the date of this opinion and come to our attention, or any future changes in laws.

Mayer Brown LLP

May 16, 2024

Page 3

We know that we are referred to under the captions referred to above included in the Registration Statement, and we hereby consent to the use of our name therein and to the use of this opinion for filing with the Registration Statement as Exhibit 8.1 thereto, without admitting that we are “experts” within the meaning of the Securities Act of 1933, as amended, or the rules or regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this exhibit.

Sincerely,

/s/ Mayer Brown LLP

Mayer Brown LLP

EX-10.1

Exhibit 10.1

PURCHASE AGREEMENT

between

NISSAN MOTOR ACCEPTANCE COMPANY LLC

as Seller,

and

NISSAN AUTO RECEIVABLES COMPANY II LLC,

as Purchaser

Dated as of [_______________]

	(NAROT 20[ ]-[ ] Purchase Agreement)

TABLE OF CONTENTS

		Page
ARTICLE I	CERTAIN DEFINITIONS		1
ARTICLE II	PURCHASE AND SALE OF RECEIVABLES		2
Section 2.1	Purchase and Sale of Receivables		2
Section 2.2	Receivables Purchase Price		2
ARTICLE III	REPRESENTATIONS AND WARRANTIES		3
Section 3.1	Warranties of the Purchaser		3
Section 3.2	Representations and Warranties of the Seller		3
ARTICLE IV	COVENANTS OF THE SELLER		5
Section 4.1	Protection of Right, Title and Interest		5
Section 4.2	Other Liens or Interests		6
Section 4.3	Repurchase Events and Seller’s Assignment of Repurchased Receivables		6
Section 4.4	Dispute Resolution.		7
ARTICLE V	MISCELLANEOUS PROVISIONS		10
Section 5.1	Obligations of Seller		10
Section 5.2	Issuer		10
Section 5.3	Amendment		10
Section 5.4	Waivers		11
Section 5.5	Notices		11
Section 5.6	Survival		11
Section 5.7	Headings and Cross-References		11
Section 5.8	Governing Law		11
Section 5.9	Counterparts and Electronic Signature		11
Section 5.10	Transfers Intended as Sales; Security Interest		12
Section 5.11	No Petition		13
Section 5.12	[Limitation of Rights]		13
Section 5.13	Submission to Jurisdiction; Waiver of Jury Trial		13

EXHIBIT A	ASSIGNMENT
SCHEDULE I	REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE RECEIVABLES

-i-
	(NAROT 20[ ]-[ ] Purchase Agreement)

PURCHASE AGREEMENT

This PURCHASE AGREEMENT (as amended, restated, supplemented or modified in effect from time to time, this “Agreement”) is made as of [____________], by and between NISSAN MOTOR ACCEPTANCE COMPANY LLC, a Delaware limited liability company (the “Seller”), and NISSAN AUTO RECEIVABLES COMPANY II LLC, a Delaware limited liability company (the “Purchaser”).

WHEREAS, in the regular course of its business, the Seller purchases certain motor vehicle retail installment sale contracts secured by new, near-new and used automobiles and light duty trucks from motor vehicle dealers.

WHEREAS, the Seller is willing to sell a portfolio of receivables arising in connection with such contracts to the Purchaser; and

WHEREAS, the Purchaser desires to purchase such portfolio of receivables.

NOW, THEREFORE, in consideration of the foregoing, other good and valuable consideration, and the mutual terms and covenants contained herein, the parties hereto agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

Terms not defined in this Agreement shall have the respective meanings assigned such terms set forth in the Sale and Servicing Agreement, dated as of the date hereof (as amended, restated, supplemented or modified in effect from time to time, the “Sale and Servicing Agreement”), by and among Nissan Auto Receivables Company II LLC, as seller, Nissan Motor Acceptance Company LLC, as servicer (the “Servicer”), Nissan Auto Receivables 20[ ]-[ ] Owner Trust, as issuer, and [___________], as indenture trustee (the “Indenture Trustee”).

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

(NAROT 20[ ]-[ ] Purchase Agreement)

ARTICLE II

PURCHASE AND SALE OF RECEIVABLES

Section 2.1 Purchase and Sale of Receivables. On the Closing Date, subject to the terms and conditions of this Agreement, the Seller agrees to sell, transfer, assign and otherwise convey to the Purchaser, without recourse (collectively, the “Purchased Assets”):

(a) all right, title and interest of the Seller in and to the Receivables listed on the Schedule of Receivables (including all related Receivable Files) and all monies due thereon or paid thereunder or in respect thereof after the Cut-off Date;

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

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

(d) the right of the Seller to receive payments in respect of any Dealer Recourse with respect to the Receivables;

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

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

(g) all proceeds of the foregoing;

provided that the Seller shall not be required to deliver to the Purchaser on the Closing Date monies received in respect of the Receivables after the Cut-off Date and before the Closing Date but shall or shall cause the Servicer to deposit such monies into the Collection Account no later than the Business Day preceding the first Distribution Date.

The foregoing sale does not constitute and is not intended to result in any assumption by the Purchaser of any obligation of the Seller to the Obligors, insurers or any other person in connection with the Receivables, Receivable Files, any insurance policies or any agreement or instrument relating to any of them.

Section 2.2 Receivables Purchase Price. In consideration for the Receivables and the other Purchased Assets, the Purchaser shall, on the Closing Date, pay to the Seller an amount equal to the fair market value of the Purchased Assets, which amount (a) shall be paid to the Seller in cash by federal wire transfer (same day) funds in an amount agreed to by the Seller and the Purchaser and (b) to the extent not paid in cash by the Purchaser, shall constitute a capital contribution by the Purchaser to the Seller.

2
	(NAROT 20[ ]-[ ] Purchase Agreement)

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.1 Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Seller as of the Closing Date:

(a) Organization, etc. The Purchaser is duly organized, validly existing and in good standing under the laws of the state of its formation, with power and authority to execute and deliver this Agreement and to perform the terms and provisions hereof.

(b) Due Authorization and No Violation. This Agreement has been duly authorized, executed and delivered by the Purchaser, and constitutes a legal, valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and to general equitable principles, regardless of whether such enforceability shall be considered in a proceeding in equity or law. The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms or provisions of, nor constitute (with or without notice or lapse of time) a default under, the governing documents of the Purchaser, or any indenture, agreement or other instrument to which the Purchaser is a party or by which it shall be bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than the Basic Documents); nor violate any law or, to the Purchaser’s knowledge, any order, rule or regulation applicable to the Purchaser of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Purchaser or its properties; which breach, default, conflict, Lien or violation in any case would have a material adverse effect on the ability of the Purchaser to perform its obligations under this Agreement.

(c) No Litigation. There are no proceedings or investigations pending to which the Purchaser is a party or of which any property of the Purchaser is the subject, and, to the best of the Purchaser’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; other than such proceedings that would not have a material adverse effect upon the ability of the Purchaser to perform its obligations under, or the validity and enforceability of, this Agreement.

Section 3.2 Representations and Warranties of the Seller.

(a) The Seller hereby represents and warrants to the Purchaser as of the Closing Date:

(i) Organization, etc. The Seller is duly organized, validly existing and in good standing under the laws of the state of its formation and is in good standing in each jurisdiction in the United States of America in which the conduct of its business or the ownership of its property requires such qualification and where the failure to so qualify would have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement.

3
	(NAROT 20[ ]-[ ] Purchase Agreement)

(ii) Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have been duly authorized by the Seller by all necessary acts. This Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general equitable principles, regardless of whether such enforceability shall be considered in a proceeding in equity or law.

(iii) No Violation. The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in a breach of any of the terms or provisions of, nor constitute (with or without notice or lapse of time) a default under, or result in the creation or imposition of any Lien upon any of the property or assets of the Seller pursuant to the terms of, any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument under which the Seller is a debtor or guarantor, nor will such action result in any violation of the provisions of the governing documents of the Seller; which breach, default, conflict, Lien or violation in any case would have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement.

(iv) No Proceedings. There are no proceedings or investigations pending to which the Seller is a party or of which any property of the Seller is the subject, and, to the Seller’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others, other than such proceedings that would not have a material adverse effect upon the ability of the Seller to perform its obligations under, or the validity and enforceability of, this Agreement.

(b) The Seller makes the representations and warranties set forth on Schedule I hereto as to the Receivables on which the Purchaser relies in accepting the Receivables. Such representations and warranties speak as of the Closing Date (or as of such date expressly set forth therein), but shall survive the sale, transfer and assignment of the Receivables to the Purchaser hereunder and the subsequent assignment and transfer pursuant to the Sale and Servicing Agreement. The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under this Agreement assigned to the Issuer under the Sale and Servicing Agreement, including the right to cause the Seller to repurchase any Receivable with respect to which it is in breach of any of its representations and warranties set forth in Schedule I, directly against the Seller as though the Issuer were a party to this Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the Depositor.

(c) The Seller makes the following representations and warranties regarding the Purchased Assets, which representations and warranties speak as of the Closing Date (or as of such date expressly set forth therein), but shall survive the sale, transfer and assignment of the Purchased Assets to the Purchaser hereunder and the subsequent assignment and transfer pursuant to the Sale and Servicing Agreement:

(i) The Receivables and the other Purchased Assets have been validly assigned by the Seller to the Purchaser pursuant to this Agreement.

4
	(NAROT 20[ ]-[ ] Purchase Agreement)

(ii) The information set forth in the Schedule of Receivables was true and correct in all material respects as of the opening of business on the Cut-off Date (or as of such date expressly set forth therein).

(iii) No selection procedures believed to be adverse to the Securityholders were used to select the Receivables and other Purchased Assets.

(iv) Immediately prior to the transfer and assignment herein contemplated, the Seller had good and marketable title to the Receivables and other Transferred Assets free and clear of all Liens, and immediately upon the transfer thereof, the Purchaser, for the benefit of the Noteholders, Certificateholders, shall have good and marketable title to the Transferred Assets, free and clear of all Liens and adverse interests of others.

(v) Other than the security interest granted to the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or other Transferred Assets to any other Person. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of the collateral covering the Receivables or other Transferred Assets other than any financing statement relating to the security interest granted to the Purchaser hereunder or a financing statement as to which the security interest covering the Receivables or other Transferred Assets has been released. The Seller is not aware of any judgment or tax lien filings against the Seller.

ARTICLE IV

COVENANTS OF THE SELLER

Section 4.1 Protection of Right, Title and Interest.

(a) The Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Purchaser in the Receivables and the other Purchased Assets (other than any such Purchased Assets, to the extent that the interest of the Purchaser therein cannot be perfected by the filing of a financing statement). The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.

(b) The Seller shall notify the Purchaser within 30 days after any change of its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Seller in accordance with paragraph (a) above seriously misleading within the meaning of Sections 9-506 and 9-507 of the UCC, and shall promptly file appropriate additional financing statements and amendments to previously filed financing statements or continuation statements.

(c) The Seller shall maintain its computer systems so that, from and after the time of sale hereunder of the Receivables to the Purchaser, the Seller’s master computer records that refer to a Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such Receivable is owned by the Purchaser.

5
	(NAROT 20[ ]-[ ] Purchase Agreement)

(d) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, the Seller shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Purchaser (or any subsequent assignee of the Purchaser).

Section 4.2 Other Liens or Interests. Except for the conveyances and grants of security interests hereunder and contemplated pursuant to this Agreement and the other Basic Documents, the Seller shall not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien (other than Permitted Liens) on any interest therein, and the Seller shall defend the right, title and interest of the Purchaser in, to and under such Receivables against all claims of third parties claiming through or under the Seller; provided, however, that the Seller’s obligations under this Section 4.2 shall terminate upon the termination of the Issuer pursuant to Section 9.01 of the Trust Agreement.

Section 4.3 Repurchase Events and Seller’s Assignment of Repurchased Receivables.

(a) The Seller or the Purchaser, as the case may be, shall inform the other party to this Agreement promptly, in writing, upon the discovery of any breach of the Seller’s representations and warranties pursuant to Section 3.2(b) that materially and adversely affects the interests of the Securityholders in any Receivable; provided, that delivery of the Servicer’s Certificate by the Servicer shall be deemed to constitute prompt written notice by the Purchaser of such breach. If the breach materially and adversely affects the interests of the Securityholders in such Receivable, then the Seller shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), in either case on or before the Distribution Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier date) after the date that the Seller became aware or was notified of such breach. Any such breach shall be deemed not to have a material and adverse effect if such breach or failure does not affect the ability of the Purchaser (or its assignee) to receive and retain timely payment in full of such Receivable. In consideration of the purchase of the Receivables, the Seller shall remit (or cause to be remitted) the Repurchase Payment in the manner specified in Section 5.05 of the Sale and Servicing Agreement. Upon payment of such Repurchase Payment by the Seller, the Purchaser (or its assignee, as applicable) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably requested of it to vest in the Seller or its designee any Receivable and any related Purchased Assets repurchased pursuant hereto. The sole remedy of the Purchaser, the Issuer, the Indenture Trustee (by operation of the assignment of the Purchaser’s rights hereunder pursuant to the Indenture), or any Securityholder with respect to a breach of the Seller’s representations and warranties pursuant to Section 3.2(b), shall be to require the Seller to repurchase Receivables pursuant to this Section.

6
	(NAROT 20[ ]-[ ] Purchase Agreement)

(b) With respect to all Receivables repurchased by the Seller pursuant to this Agreement, the Purchaser (or its assignee, as applicable) shall be deemed to assign, without recourse, representation or warranty (other than that it has good and marketable title to such Receivables) (and without the need of any further written assignment), to the Seller all the Purchaser’s (or such assignee’s, as applicable) right, title and interest in and to such Receivables, and all security and documents relating thereto.

Section 4.4 Dispute Resolution.

(a) If the Purchaser, Issuer, an Investor, the Owner Trustee (acting at the direction of a Certificateholder) or the Indenture Trustee (acting at the direction of an Investor pursuant to Section 7.07 of the Indenture) (the “Requesting Party”) requests that NMAC repurchase any Receivable pursuant to Section 4.3 (the party or parties requested to repurchase a receivable, the “Requested Party” or “Requested Parties”) and the repurchase 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 NMAC, the Requesting Party will have the right to refer the matter, at its discretion, to either mediation or arbitration pursuant to this Section 4.4. If the Requesting Party is the Indenture Trustee or the Owner Trustee, the Indenture Trustee or the Owner Trustee, as applicable, will follow the direction of the related Investor or Certificateholder, as applicable, during the mediation or arbitration. If both the Owner Trustee (on behalf of one or more Certificateholders) and the Indenture Trustee (on behalf of one or more Investors) are Requesting Parties, then the Indenture Trustee as Requesting Party (at the direction of the Investor that directed the Indenture Trustee to make the repurchase request) shall have the right to make the selection of mediation or arbitration.

(b) The Requesting Party will provide notice in accordance with the provisions of Section 5.5 of its intention to refer the matter to mediation or arbitration, as applicable, to the Requested Parties, with a copy to the Issuer, the Owner Trustee and the Indenture Trustee. NMAC agrees that it will participate in the resolution method selected by the Requesting Party to the extent it is a Requested Party. The Requested Party shall provide notice to the Purchaser, Issuer, the Owner Trustee, and the Indenture Trustee that the Requested Party has received a request to mediate or arbitrate a repurchase request. Upon receipt of such notice, the Purchaser, the Issuer, the Owner Trustee and the Indenture Trustee shall advise the Requesting Party and Requested Party 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 4.4 with respect to a Receivable 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 Receivable 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.

7
	(NAROT 20[ ]-[ ] Purchase Agreement)

(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 selected by the Requesting Party and conducted 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 is required to be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list 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 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 is required to be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by AAA.

(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 Agreement, and may not modify or change this Agreement 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 Requested Party shall not be required to pay more than the applicable Repurchase Amount with respect to any receivable which such Requested Party is required to repurchase under the terms of this 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 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.

8
	(NAROT 20[ ]-[ ] Purchase Agreement)

(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 to evaluate the qualifications of any mediator or arbitrator, or for paying the costs, expenses and fees of any mediation or arbitration initiated by a Requesting Party in accordance with this Section 4.4.

(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 4.4, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to resolve an unfulfilled repurchase 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 4.4) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the Requested Party, 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, 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 4.4, 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.

9
	(NAROT 20[ ]-[ ] Purchase Agreement)

ARTICLE V

MISCELLANEOUS PROVISIONS

Section 5.1 Obligations of Seller. The obligations of the Seller under this Agreement shall not be affected by reason of any invalidity, illegality or irregularity of any Receivable.

Section 5.2 Issuer. The Seller acknowledges that the Purchaser will, pursuant to the Sale and Servicing Agreement, sell the Receivables and other Purchased Assets to the Issuer and assign its rights under this Agreement to the Issuer and that the Issuer will assign such rights to the Indenture Trustee for the benefit of the holders of the Notes, and that the representations and warranties contained in this Agreement and the rights of the Purchaser under Section 4.3(a) and the obligations under Section 4.3(b) are intended to benefit the Issuer and the holders of the Notes. The Seller hereby consents to such sales and assignments.

Section 5.3 Amendment. Any term or provision of this Agreement may be amended by the Seller and the Purchaser, without the consent of the Indenture Trustee, any Noteholder, the Issuer, the Owner Trustee or any other Person subject to the satisfaction of one of the following conditions:

(i) the Seller or the Purchaser delivers an Officer’s Certificate or Opinion of Counsel to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; or

(ii) the Rating Agency Condition is satisfied with respect to such amendment;

provided, however, that in the event that any Certificates are held by anyone other than the Administrator or any of its Affiliates, this Agreement may only be amended by the Seller and the Purchaser if, in addition, (i) the Holders of the Certificates evidencing a majority of the Certificate Balance consent to such amendment or (ii) such amendment shall not, as evidenced by an Officer’s Certificate of the Administrator or an Opinion of Counsel delivered to the Indenture Trustee and the Owner Trustee, materially and adversely affect the interests of the Certificateholders.

(b) This Agreement may also be amended by the Seller and the Purchaser for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders with the consent of:

(i) the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; and

(ii) the Holders of the Certificates evidencing a majority of the Certificate Balance.

10
	(NAROT 20[ ]-[ ] Purchase Agreement)

It will not be necessary for the consent of Noteholders or Certificateholders to approve the particular form of any proposed amendment or consent, but it will be sufficient if such consent approves the substance thereof.

[Notwithstanding the foregoing, this Agreement shall not be amended in any way that would materially and adversely affect the rights of the [Swap Counterparty][Cap Provider] without the consent of the [Swap Counterparty][Cap Provider]; provided that the [Swap Counterparty’s][Cap Provider’s] consent to any such amendment shall not be unreasonably withheld, and provided, further that the [Swap Counterparty’s][Cap Provider’s] consent will be deemed to have been given if the [Swap Counterparty][Cap Provider] does not object in writing within 10 days of receipt of a written request for such consent.]

Section 5.4 Waivers. No failure or delay on the part of the Purchaser in exercising any power, right or remedy under this Agreement or the Assignment shall operate as a waiver hereof or thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other or further exercise hereof or thereof or the exercise of any other power, right or remedy.

Section 5.5 Notices. All demands, notices, communications and instructions upon or to the Seller or Purchaser under this Agreement shall be in writing, personally delivered, mailed by certified mail, return receipt requested, or delivered by facsimile or electronically by email (if an email address is provided), and addressed in each case as specified on Schedule I to the Sale and Servicing Agreement or at such other address as shall be designated by written notice to the other parties.

Section 5.6 Survival. The respective agreements, representations, warranties and other statements by the Seller and the Purchaser set forth in or made pursuant to this Agreement shall remain in full force and effect and will remain in full force and effect until such time as the parties hereto shall agree.

Section 5.7 Headings and Cross-References. The various headings in this Agreement are included for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. References in this Agreement to Section names or numbers are to such Sections of this Agreement.

Section 5.8 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 5.9 Counterparts and Electronic Signature. This Agreement may be executed in multiple counterparts and by different parties on separate counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. Each party agrees that this Agreement and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Agreement or such other documents shall have the same effect as manual signatures for the purpose of validity, enforceability and admissibility.

11
	(NAROT 20[ ]-[ ] Purchase Agreement)

Section 5.10 Transfers Intended as Sales; Security Interest.

(a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments and contributions without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Assets shall not be part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. The sales and transfers by the Seller of the Receivables and related Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables.

(b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Assets are held to be property of the Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Assets, then it is intended that:

(i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction;

(ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by the Seller of, and the Seller hereby grants to the Purchaser, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Assets, to secure such indebtedness and the performance of the obligations of the Seller hereunder;

(iii) The possession by the Purchaser or its agent of the Receivable Files and any other property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and

(iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law.

12
	(NAROT 20[ ]-[ ] Purchase Agreement)

Section 5.11 No Petition. Notwithstanding any prior termination of this Agreement, the parties hereto shall not, prior to the date which is one year and one day after payment in full of all obligations of each Bankruptcy Remote Party in respect of all securities issued by any Bankruptcy Remote Party, acquiesce, petition or otherwise invoke or cause such Bankruptcy Remote Party to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against such Bankruptcy Remote Party under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of such Bankruptcy Remote Party or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Issuer.

Section 5.12 [Limitation of Rights. All of the rights of the [Swap Counterparty][Cap Provider] in, to and under this Agreement, if any, shall terminate upon the termination of the Interest Rate [Cap][Swap] Agreement(s) in accordance with the terms thereof and the payments in full of all amounts owing to the [Swap Counterparty][Cap Provider] under such Interest Rate [Swap][Cap] Agreement(s).]

Section 5.13 Submission to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto hereby irrevocably and unconditionally:

(a) submits for itself and its property in any Proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof;

(b) consents that any such Proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such Proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 5.5 of this Agreement;

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any Proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Basic Document, or any matter arising hereunder or thereunder.

[The remainder of this page intentionally left blank]

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	(NAROT 20[ ]-[ ] Purchase Agreement)

IN WITNESS WHEREOF, the parties hereto hereby have caused this Agreement to be duly executed by their respective officers as of the day and year first above written.

NISSAN MOTOR ACCEPTANCE COMPANY LLC
By:
	Name:
	Title:
NISSAN AUTO RECEIVABLES COMPANY II LLC
By:
	Name:
	Title:

S-1
	(NAROT 20[ ]-[ ] Purchase Agreement)

Exhibit A

ASSIGNMENT

[____________]

For value received, in accordance with the Purchase Agreement, dated as of [_______________] (the “Purchase Agreement”), between the undersigned (the “Seller”) and Nissan Auto Receivables Company II LLC (the “Purchaser”), the undersigned does hereby sell, assign, transfer and otherwise convey unto the Purchaser, without recourse, the following:

(i) all right, title and interest of the Seller in and to the Receivables listed on the Schedule of Receivables (including all related Receivable Files) and all monies due thereon or paid thereunder or in respect thereof after the Cut-off Date;

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

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

(iv) the right of the Seller to receive payments in respect of any Dealer Recourse with respect to the Receivables;

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

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

(vii) all proceeds of the foregoing;

provided that the Seller shall not be required to deliver to the Purchaser on the Closing Date monies received in respect of the Receivables after the Cut-off Date and before the Closing Date but shall or shall cause the Servicer to deposit such monies into the Collection Account no later than the Business Day preceding the first Distribution Date.

The foregoing sale does not constitute and is not intended to result in any assumption by the Purchaser of any obligation of the undersigned to the Obligors, insurers or any other person in connection with the Receivables, Receivable Files, any insurance policies or any agreement or instrument relating to any of them.

This Assignment is made pursuant to and upon the representations, warranties and agreements on the part of the undersigned contained in the Purchase Agreement and is to be governed by the Purchase Agreement.

Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in the Purchase Agreement.

A-1
	(NAROT 20[ ]-[ ] Purchase Agreement)

IN WITNESS WHEREOF, the undersigned has caused this Assignment to be duly executed as of the day first above written.

NISSAN MOTOR ACCEPTANCE COMPANY LLC

By:

Name:

Title:

S-1
	(NAROT 20[ ]-[ ] Purchase Agreement)

Schedule I

REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE RECEIVABLES

(a) Characteristics of Receivables. Such Receivable:

a. has been originated in the United States of America by a Dealer for the retail sale of a Financed Vehicle, has been fully and properly executed or authenticated by the parties thereto, and has been validly assigned by such Dealer to NMAC;

b. created a valid and enforceable security interest in favor of NMAC in such Financed Vehicle;

c. contains provisions that entitle the holder thereof to realize on the collateral as security;

d. provides for level monthly payments that fully amortize the Amount Financed over an original term of no greater than [_] payments, except that (i) the payment amount in the first or last month in the life of the Receivable may be minimally different from the level payment amount and (ii) the initial payment on such Receivable may have been deferred for up to [_] days; and

e. provides for interest at the related APR.

(b) Compliance with Law. Such Receivable complied at the time it was originated or made with all requirements of applicable federal, state and local laws, and regulations thereunder.

(c) Binding Obligation. Such Receivable represents the legal, valid and binding payment obligation in writing of the related Obligor, enforceable by the holder thereof in accordance with its terms subject to (i) the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, (ii) the effect of general equitable principles and (iii) the potential unenforceability of waivers of jury trial provisions in certain states.

(d) Security Interest in Financed Vehicle. Immediately prior to the sale, assignment and transfer thereof pursuant to the terms of the Basic Documents, such Receivable was secured by a validly perfected first priority security interest in the Financed Vehicle in favor of NMAC as secured party or all necessary and appropriate actions shall have been commenced that would result in the valid perfection of a first priority security interest in the Financed Vehicle in favor of NMAC as secured party.

Schedule I-1
	(NAROT 20[ ]-[ ] Purchase Agreement)

(e) Repossession. As of the Cut-off Date, according to the records of NMAC, the Financed Vehicle related to such Receivable has not been repossessed and the possession thereof not reinstated.

(f) Receivables in Force. The records of the Servicer do not reflect that such Receivable has been satisfied, subordinated or rescinded, nor that any Financed Vehicle has been released from the lien granted by the related Receivable in whole or in part.

(g) No Defenses. The records of the Servicer do not reflect that such Receivable is subject to any asserted or threatened right of rescission, setoff, counterclaim or defense.

(h) No Default, No Waiver. The records of the Servicer reflect that, except for payment defaults continuing for a period of not more than [_] days as of the Cut-off Date, no default, breach, violation or event permitting acceleration under the terms of such Receivable has occurred, and NMAC has not waived any of the foregoing.

(i) Insurance. The Obligor is required under the terms of the related Receivable to maintain physical damage insurance covering the Financed Vehicle.

(j) Certificate of Title. The Receivable File related to such Receivable contains the original Certificate of Title (or a photocopy or image thereof) or evidence that an application for a Certificate of Title has been filed.

(k) Lawful Assignment. Such Receivable has not been originated in, or shall be subject to the laws of, any jurisdiction under which the sale, transfer and assignment of such Receivable under this Agreement are unlawful, void or voidable.

(l) Chattel Paper. Such Receivable constitutes either “tangible chattel paper” or “electronic chattel paper” as such terms are defined in the UCC.

(m) Simple Interest Receivable. Such Receivable is a Simple Interest Receivable.

(n) APR. The Annual Percentage Rate of such Receivable ranges from [_]% to [_]%.

(o) Maturity. As of the Cut-off Date, such Receivable had a remaining term to maturity of not less than [_] payments and not greater than [_] payments.

(p) First Payment. As of the Cut-off Date, the related Obligor has made the initial payment on such Receivable.

(q) Balance. Such Receivable had an original Principal Balance of not more than $[_] and, as of the Cut-off Date, had a Principal Balance of not less than $[_] and not more than $[_].

Schedule I-2
	(NAROT 20[ ]-[ ] Purchase Agreement)

(r) Delinquency. Such Receivable was not more than [_] days past due as of the Cut-off Date, and such Receivable has not been extended by more than two months.

(s) Bankruptcy. The records of the Servicer do not reflect that the related Obligor was the subject of a bankruptcy proceeding as of the Cut-off Date.

(t) Origination. Such Receivable has an origination date on or after [_].

(u) Receivable Files. There is only one original executed copy of each “tangible record” constituting or forming a part of such Receivable that is tangible chattel paper and a single “authoritative copy” (as such term is used in Section 9-105 of the UCC) of each electronic record constituting or forming a part of such Receivable that is electronic chattel paper. The Receivable Files that constitute or evidence such Receivable do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed by the Seller to any Person other than the Issuer.

(v) Forced-Placed Insurance Premiums. No contract relating to such Receivable has had forced-placed insurance premiums added to the amount financed.

(w) No Government Obligors. Such receivable shall not be due from the United States or any state, or from any agency, department subdivision or instrumentality thereof.

Schedule I-3
	(NAROT 20[ ]-[ ] Purchase Agreement)

EX-10.2

Exhibit 10.2

SALE AND SERVICING AGREEMENT

among

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

as Issuer,

NISSAN AUTO RECEIVABLES COMPANY II LLC,

as Seller,

NISSAN MOTOR ACCEPTANCE COMPANY LLC,

as Servicer

and

[_____________],

as Indenture Trustee

Dated as of [_______________]

TABLE OF CONTENTS

		Page
ARTICLE I.	DEFINITIONS		1
Section 1.01 Definitions			1
Section 1.02 Usage of Terms			28
ARTICLE II.	CONVEYANCE OF RECEIVABLES		29
Section 2.01 Conveyance of Receivables			29
Section 2.02 Custody of Receivable Files			30
Section 2.03 Acceptance by Issuer			30
ARTICLE III.	THE RECEIVABLES		31
Section 3.01 Duties of Servicer as Custodian			31
Section 3.02 Instructions; Authority To Act			31
Section 3.03 Custodian’s Indemnification			31
Section 3.04 Effective Period and Termination			32
ARTICLE IV.	ADMINISTRATION AND SERVICING OF RECEIVABLES		32
Section 4.01 Duties of Servicer			32
Section 4.02 Collection of Receivable Payments			34
Section 4.03 Realization upon Receivables			34
Section 4.04 Maintenance of Security Interests in Financed Vehicles			34
Section 4.05 Covenants of Servicer			34
Section 4.06 Purchase of Receivables upon Breach			35
Section 4.07 Servicing Fee and Expenses			35
Section 4.08 Servicer’s Certificate			35
Section 4.09 Communication among Noteholders			36
Section 4.10 Annual Statement as to Compliance; Notice of Default			36
Section 4.11 Annual Registered Public Accounting Firm Attestation			37
Section 4.12 Appointment of Subservicer			38
Section 4.13 Fidelity Bond			38
Section 4.14 Administrator Compensation			38
ARTICLE V.	DISTRIBUTIONS; ACCOUNTS; STATEMENTS TO THE CERTIFICATEHOLDERS AND THE NOTEHOLDERS		38
Section 5.01 Establishment of Accounts			38
Section 5.02 Collections			41
Section 5.03 Application of Collections			42
Section 5.04 [Reserved]			42
Section 5.05 Additional Deposits			42
Section 5.06 Payments and Distributions			43
Section 5.07 Reserve Account			44
Section 5.08 Statements to Certificateholders and Noteholders			45
ARTICLE VI.	THE SELLER		47
Section 6.01 Representations of Seller			47
Section 6.02 Compliance with Organizational Documents			49

i (NAROT 20[ ]-[ ] Sale and Servicing Agreement)

TABLE OF CONTENTS

(continued)

		Page
Section 6.03 Liability of Seller; Indemnities			49
Section 6.04 Merger or Consolidation of, or Assumption of the Obligations of, Seller			50
Section 6.05 Limitation on Liability of Seller and Others			51
Section 6.06 Seller May Own Certificates or Notes			51
Section 6.07 Sarbanes-Oxley Act Requirements			51
ARTICLE VII.	THE SERVICER		51
Section 7.01 Representations of Servicer			51
Section 7.02 Indemnities of Servicer			53
Section 7.03 Merger or Consolidation of, or Assumption of the Obligations of, Servicer			54
Section 7.04 Limitation on Liability of Servicer and Others			54
Section 7.05 NMAC Not To Resign as Servicer			55
ARTICLE VIII.	DEFAULT		55
Section 8.01 Servicer Default			55
Section 8.02 Appointment of Successor			56
Section 8.03 Notification			58
Section 8.04 Waiver of Past Defaults			58
ARTICLE IX.	TERMINATION; RELEASE OF RECEIVABLES		58
Section 9.01 Optional Purchase of All Receivables			58
Section 9.02 Release of Receivables			59
Section 9.03 Termination			59
Section 9.04 Rights of the Certificateholders			59
ARTICLE X.	MISCELLANEOUS		60
Section 10.01 Amendment			60
Section 10.02 Protection of Title to Trust			61
Section 10.03 Notices			62
Section 10.04 Limitations on Rights of Others			63
Section 10.05 Severability			63
Section 10.06 Separate Counterparts and Electronic Signature			63
Section 10.07 Headings			63
Section 10.08 Governing Law			63
Section 10.09 Assignment by Issuer			63
Section 10.10 Nonpetition Covenant			64
Section 10.11 Limitation of Liability of Owner Trustee and Indenture Trustee			64
Section 10.12 Waivers			64
Section 10.13 Cooperation with Voting			64
Section 10.14 Submission to Jurisdiction; Waiver of Jury Trial			65

ii (NAROT 20[ ]-[ ] Sale and Servicing Agreement)

SALE AND SERVICING AGREEMENT, dated as of [______________] (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), among NISSAN AUTO RECEIVABLES 20[    ]-[ ] OWNER TRUST, a Delaware statutory trust (the “Issuer”), NISSAN AUTO RECEIVABLES COMPANY II LLC, a Delaware limited liability company (the “Seller”), NISSAN MOTOR ACCEPTANCE COMPANY LLC, a Delaware limited liability company in its individual capacity (in such capacity, “NMAC”) and as Servicer (in such capacity, the “Servicer”), and [_______], a [______], as indenture trustee (the “Indenture Trustee”). Capitalized terms used herein without definition shall have the respective meanings assigned to such terms in Article I.

WHEREAS, the Issuer desires to purchase a portfolio of receivables arising in connection with retail installment sales contracts secured by new, near-new or used automobiles and light-duty trucks originated by NMAC in the ordinary course of business and sold to the Seller;

WHEREAS, the Seller is willing to sell such receivables to the Issuer; and

WHEREAS, the Servicer is willing to service such receivables.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto hereby agree as follows:

ARTICLE I.

Definitions

SECTION 1.01 Definitions. Except as otherwise provided in this Agreement, whenever used herein, the following words and phrases, unless the context otherwise requires, shall have the following respective meanings:

“30-Day Average SOFR” shall mean the average daily SOFR rate for the preceding 30 calendar days to the FRBNY’s Website on any U.S. Government Securities Business Day, compounded daily on Business Days in accordance with each previous Business Day’s posting.]

“60-Day Delinquent Receivables” means, as of any date of determination, all Receivables (other than Repurchased Receivables and Defaulted Receivables) that are sixty (60) or more days delinquent as of such date (or, if such date is not the last day of a Collection Period, as of the last day of the Collection Period immediately preceding such date), as determined in accordance with the Servicer’s Customary Servicing Practices.

“Account Property” means the Accounts, all amounts and investments held from time to time in any Account (whether in the form of deposit accounts, Physical Property, book-entry securities, uncertificated securities or otherwise), and all proceeds of the foregoing.

“Accounts” means, collectively, the Collection Account and the Reserve Account.

“Action” shall have the meaning assigned to such term in Section 5.06 of the Indenture.

1 (NAROT 20[ ]-[ ] Sale and Servicing Agreement)

[“Adjusted Pool Balance” means, at any time, an amount equal to the Pool Balance minus the YSOC Amount.]

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

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

“Affiliate” means, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the term “controlling” and “controlled” have meanings correlative to the foregoing.

“Amount Financed” with respect to any Receivable, means the amount advanced under the Receivable toward the purchase price of the related Financed Vehicle and any related costs, including but not limited to accessories, insurance premiums, service and warranty contracts and other items customarily financed as part of retail automobile and light-duty truck installment sale contracts.

“Annual Percentage Rate” or “APR” of a Receivable means the annual rate of finance charges stated in such Receivable.

“Applicant” shall have the meaning assigned to such term in Section 7.01 of the Indenture.

“Asset Representations Review Agreement” means the Asset Representations Review Agreement, dated as of the date hereof, between the Issuer, the Sponsor, the Servicer and the Asset Representations Reviewer.

“Asset Representations Reviewer” means [_________], or any successor Asset Representations Reviewer under the Asset Representations Review Agreement.

“Asset Review” shall have the meaning assigned to such term in the Asset Representations Review Agreement.

“Assignment” means the document of assignment attached to the Purchase Agreement as Exhibit A.

“Authorized Officer” means (a) with respect to the Issuer, (i) any officer of the Owner Trustee who is authorized to act for the Owner Trustee in matters relating to the Issuer and who is identified on the list of Authorized Officers delivered by the Owner Trustee to the Indenture Trustee on the Closing Date and (ii) so long as the Administration Agreement is in effect, the President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary, and any Assistant Secretary of the Administrator, (b) with respect to the Seller or the Servicer, any chairman of the board, the president, any executive vice president, any vice president, the treasurer, any assistant treasurer or the controller of the Seller or the Servicer, as applicable, (c) with respect

2 (NAROT 20[ ]-[ ] Sale and Servicing Agreement)

to the Indenture Trustee, any officer within the Corporate Trust Office of the Indenture Trustee, including any Vice President, Assistant Vice President, Secretary, Assistant Secretary or any other officer of the Indenture Trustee customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject and who, in each case, shall have direct responsibility for the administration of the Indenture and (d) with respect to the Owner Trustee, any officer in the Corporate Trust Administration Department of the Owner Trustee with direct responsibility for the administration of the Trust Agreement and the Basic Documents on behalf of the Owner Trustee.

“Available Amounts” means, with respect to any Distribution Date, the sum of (i) all Collections received by the Servicer during the related Collection Period, (ii) the sum of the Repurchase Payments deposited into the Collection Account with respect to each Receivable that is to become a Repurchased Receivable on such Distribution Date[, (iii) the Net [Swap][Cap] Receipts (excluding [Swap][Cap] Termination Payments received from the [Swap Counterparty][Cap Provider] and deposited into the [Swap][Cap] Termination Payment Account, if any), (iv) amounts on deposit in the Swap Termination Payment Account to the extent such amounts are required to be included in Available Amounts pursuant to Section 2.14 of the Indenture and (v)] [and (iii)] in the case of an Optional Purchase, the Optional Purchase Price.

“Bankruptcy Code” means the United States Bankruptcy Code, 11 U.S.C. § 101 et seq.

“Bankruptcy Remote Party” means each of NARC II, the Issuer, any other trust created by NARC II or any limited liability company or corporation wholly owned by NARC II.

“Base Servicing Fee” means the fee payable to the Servicer on each Distribution Date for services rendered during the related Collection Period, which shall be equal to one-twelfth of the Servicing Rate multiplied by the Pool Balance as of the close of business on the last day of the immediately preceding Collection Period or, with respect to the first Distribution Date, the Original Pool Balance.

“Basic Documents” means the Purchase Agreement, the Trust Agreement, the Certificate of Trust, this Agreement, the Indenture, the Administration Agreement, [the Interest Rate [Swap][Cap] Agreement(s),] the Asset Representations Review Agreement, the Note Depository Agreement, [the Securities Account Control Agreement] and the other documents and certificates delivered in connection herewith and therewith.

“Benchmark” means, initially, the SOFR Rate; provided that if the Administrator determines prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the SOFR Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement.

“Benchmark Administrator” means the administrator of the Benchmark.

“Benchmark Replacement” means the first alternative set forth in the order below that can be determined by the Administrator as of the Benchmark Replacement Date;

3 (NAROT 20[ ]-[ ] Sale and Servicing Agreement)

(1) the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark and (b) the Benchmark Replacement Adjustment;

(2) the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; or

(3) the sum of: (a) the alternate rate of interest that has been selected by the Administrator as the replacement for the then-current Benchmark giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar-denominated floating rate securities at such time and (b) the Benchmark Replacement Adjustment.

“Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Administrator as of the Benchmark Replacement Date:

(1) the spread adjustment (which may be a positive or negative value or zero), or method for calculating or determining such spread adjustment, that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;

(2) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, the ISDA Fallback Adjustment; or

(3) the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Administrator giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating rate securities at such time.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the interest period, timing and frequency of determining rates and making payments of interest, rounding of amounts or tenors, and other administrative matters) that the Administrator decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Administrator decides that adoption of any portion of such market practice is not administratively feasible or if the Administrator determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the Administrator determines is reasonably necessary).

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark (including the daily published component used in the calculation thereof):

(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the Benchmark Administrator permanently or indefinitely ceases to provide the Benchmark (or such component); or

4 (NAROT 20[ ]-[ ] Sale and Servicing Agreement)

(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein.

For the avoidance of doubt, if the event that gives rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark (including the daily published component used in the calculation thereof):

(1) a public statement or publication of information by or on behalf of the Benchmark Administrator (or such component) announcing that such Benchmark Administrator has ceased or will cease to provide the Benchmark (or such component), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor Benchmark Administrator that will continue to provide the Benchmark (or such component); or

(2) a public statement or publication of information by the regulatory supervisor for the Benchmark Administrator (or such component), the central bank for the currency of the Benchmark (or such component), an insolvency official with jurisdiction over the Benchmark Administrator (or such component), a resolution authority with jurisdiction over the Benchmark Administrator (or such component) or a court or an entity with similar insolvency or resolution authority over the Benchmark Administrator, which states that the Benchmark Administrator (or such component) has ceased or will cease to provide the Benchmark (or such component) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor Benchmark Administrator that will continue to provide the Benchmark (or such component); or

(3) a public statement or publication of information by the regulatory supervisor for the Benchmark Administrator announcing that the Benchmark is no longer representative.

“Benefit Plan” means an “employee benefit plan” as defined in Section 3(3) of ERISA, which is subject to the provisions of Title I of ERISA, a “plan” described in and subject to Section 4975 of the Code or any entity deemed to hold plan assets of the foregoing.

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

“Business Day” means any day except a Saturday, a Sunday or a day on which banks in the city and state where the Corporate Trust Office is located, New York, New York, Franklin, Tennessee, Irving, Texas or Wilmington, Delaware are authorized or obligated by law, regulation, executive order or governmental decree to be closed; provided that, when used in the context of a Distribution Date, “Business Day” means any day other than (i) a Saturday or Sunday or (ii) a day on which the Federal Reserve Bank of New York is closed.

5 (NAROT 20[ ]-[ ] Sale and Servicing Agreement)

[“Calculation Agent” means, [____] and any successor calculation agent.]

[“Cap Provider” means an unaffiliated third party, as cap counterparty under any Interest Rate Cap Agreement.]

“Certificate” means any of the Certificates executed by the Issuer and authenticated by the Owner Trustee, evidencing a beneficial ownership interest in the Trust, substantially in the form set forth in Exhibit A to the Trust Agreement.

“Certificate Balance” means, as of any Distribution Date, the Original Certificate Balance, reduced by all amounts distributed to the Certificateholders pursuant to Section 5.06(a)[(xi)] of this Agreement and/or Section 5.04(b)[(9)] of the Indenture (but in no event less than zero). For the purposes of determining whether the vote of the requisite percentage of Certificateholders necessary to effect any consent, waiver, request or demand shall have been obtained, the Certificate Balance shall be deemed to be reduced by the amount equal to the balance (without giving effect to this provision) evidenced by any Certificate registered in the name of the Seller, the Servicer or any Person actually known to an Authorized Officer of the Owner Trustee or the Indenture Trustee, as the case may be, to be the Seller or the Servicer or any of their Affiliates and the vote of any such party shall be excluded for such calculation (unless at such time all Certificates are then owned by the Seller or the Servicer or any of their Affiliates).

“Certificate Distribution Account” means an Eligible Account established by the Owner Trustee pursuant to Section 5.01(a) of the Trust Agreement.

“Certificate Factor” means, with respect to any Distribution Date, a seven-digit decimal figure obtained by dividing the Certificate Balance as of the close of business on the last day of the related Collection Period by the Original Certificate Balance.

“Certificate of Title” means, with respect to any Financed Vehicle, the certificate of title or other documentary evidence of ownership of such Financed Vehicle as issued by the department, agency or official of the jurisdiction (whether in paper or electronic form) in which such Financed Vehicle is titled responsible for accepting applications for, and maintaining records regarding, certificates of title and liens thereon.

“Certificate of Trust” means the Certificate of Trust filed with respect to the formation of the Issuer pursuant to Section 3810(a) of the Statutory Trust Act.

“Certificate Owner” means, with respect to a Certificate, any Person who is the beneficial owner of such Certificate.

“Certificate Pool Factor” means, with respect to any Distribution Date, a seven digit decimal figure obtained by dividing the Certificate Balance as of the close of business on the last day of the related Collection Period by the Original Pool Balance.

“Certificate Register” means the register maintained by the Certificate Registrar pursuant to Section 3.03 of the Trust Agreement recording the names of the Certificateholders.

6 (NAROT 20[ ]-[ ] Sale and Servicing Agreement)

“Certificate Registrar” means [_________________________________], unless and until a successor thereto is appointed pursuant to Section 3.03 of the Trust Agreement. The Certificate Registrar initially designates its offices at [_________________________________], as its offices for purposes of Section 3.03 of the Trust Agreement.

“Certificateholder” means a Person in whose name a Certificate is registered in the Certificate Register.

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

“Class A-1 Final Scheduled Distribution Date” means [____________].

“Class A-1 Interest Rate” means [_______]% per annum.

“Class A-1 Note” means any of the [________]% Asset Backed Notes, Class A-1, issued under the Indenture, substantially in the form of Exhibit A to the Indenture.

“Class A-1 Noteholder” means the Person in whose name a Class A-1 Note is registered in the Note Register.

[“Class A-2 Noteholders” means the Class A-2a Noteholders and the Class A-2b Noteholders.]

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

“Class A-2[a] Final Scheduled Distribution Date” means [_____________].

“Class A-2[a] Interest Rate” means [______]% per annum.

“Class A-2[a] Note” means any of the [_______]% Asset Backed Notes, Class A-2[a], issued under the Indenture, substantially in the form of Exhibit A to the Indenture.

“Class A-2[a] Noteholder” means the Person in whose name a Class A-2[a] Note is registered in the Note Register.

[“Class A-2b Final Scheduled Distribution Date” means [_______________].]

[“Class A-2b Interest Rate” means the [SOFR Rate] + [__]% per annum (computed on the basis of the actual number of days elapsed, but assuming a 360 day year); provided, however, if the sum of the [SOFR Rate] + [__]% is less than 0.00% for any Interest Period, then the Class A-2b Interest Rate for such Interest Period will be deemed to be 0.00%.]

[“Class A-2b Note” means any of the [SOFR Rate] + [__]% Asset Backed Notes, Class A-2b, issued under the Indenture, substantially in the form of Exhibit A to the Indenture.]

[“Class A-2b Noteholder” means the Person in whose name a Class A-2b Note is registered in the Note Register.]

“Class A-3 Final Scheduled Distribution Date” means [_____________].

7 (NAROT 20[ ]-[ ] Sale and Servicing Agreement)

“Class A-3 Interest Rate” means [______]% per annum.

“Class A-3 Note” means any of the [______]% Asset Backed Notes, Class A-3, issued under the Indenture, substantially in the form of Exhibit A to the Indenture.

“Class A-3 Noteholder” means the Person in whose name a Class A-3 Note is registered in the Note Register.

“Class A-4 Final Scheduled Distribution Date” means [_______________].

“Class A-4 Interest Rate” means [_____]% per annum.

“Class A-4 Note” means any of the [______]% Asset Backed Notes, Class A-4, issued under the Indenture, substantially in the form of Exhibit A to the Indenture.

“Class A-4 Noteholder” means the Person in whose name a Class A-4 Note is registered in the Note Register.

[“Class B Final Scheduled Distribution Date” means [_______________].]

[“Class B Interest Rate” means [_____]% per annum.]

[“Class B Note” means any of the [______]% Asset Backed Notes, Class B, issued under the Indenture, substantially in the form of Exhibit A to the Indenture.]

[“Class B Noteholder” means the Person in whose name a Class B Note is registered in the Note Register.]

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

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

“Closing Date” means [____________].

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” means the property of the Issuer subject to the Granting Clause of the Indenture.

“Collection Account” means the account designated as such, established and maintained pursuant to Section 5.01.

“Collection Period” means the period commencing on the first day of each calendar month and ending on the last day of such calendar month (or, in the case of the initial Collection Period, the period commencing on the [close of business] on the Cut-off Date and ending on [_______]).

8 (NAROT 20[ ]-[ ] Sale and Servicing Agreement)

As used herein, the “related” Collection Period with respect to a Distribution Date shall be deemed to be the Collection Period which precedes such Distribution Date.

“Collections” means, for any Distribution Date, the sum of the following amounts received during the related Collection Period: (i) all collections on Receivables, (ii) without duplication of amounts described in clause (i), all Net Liquidation Proceeds, and (iii) the amount, if any, deposited into the Collection Account from the Reserve Account.

“Commission” means the U.S. Securities and Exchange Commission.

[“Compounded SOFR” with respect to any U.S. Government Securities Business Day, means:

(a) the applicable compounded average of SOFR for a tenor of 30 days as published on such U.S. Government Securities Business Day at the SOFR Determination Time; or

(b) if the rate specified in (a) above does not so appear, the applicable compounded average of SOFR for a tenor of 30 days as published in respect of the first preceding U.S. Government Securities Business Day for which such rate appeared on the FRBNY’s Website.]

“Controlling Party” means an executive officer or senior manager or any other individual who regularly performs similar functions; including any individual who performs such function indirectly through a Person that beneficially owns or controls the Issuer or an agent of the Issuer, as applicable.

“Corporate Trust Office” means (a) with respect to the Owner Trustee, the principal corporate trust office of the Owner Trustee located at [_________________________________]; or at such other address as the Owner Trustee may designate by notice to the Certificateholders, or the principal corporate trust office of any successor Owner Trustee (the address of which the successor Owner Trustee will notify the Certificateholders) and (b) with respect to the Indenture Trustee, the office of the Indenture Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of execution of this Agreement is located at: (i) for note transfer/surrender purposes, [________________________], Attention: [_______________], and (ii) for all other purposes, [___________________] (telecopier no. [_____________]) (email: [____________________]), Attention: [__________________]; or at such other address as the Indenture Trustee may designate from time to time by notice to the Noteholders, the Issuer [, the [Swap Counterparty][Cap Provider]] and the Administrator, or the principal corporate trust office of any successor Indenture Trustee at the address designated by such successor Indenture Trustee by notice to the Noteholders, the Issuer [, the [Swap Counterparty][Cap Provider]] and the Administrator.

“Customary Servicing Practices” means the customary servicing practices of the Servicer with respect to all comparable motor vehicle receivables that the Servicer services for itself and others, as such practices may be changed from time to time by the Servicer in its sole discretion.

“Cut-off Date” means [the close of business on] [_____].

“Damages” shall have the meaning assigned to such term in Section 7.02.

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“Dealer” means the dealer who sold a Financed Vehicle and who originated and assigned the related Receivable to NMAC under an existing agreement between such dealer and NMAC.

“Dealer Recourse” means, with respect to a Receivable, all recourse rights against the Dealer which originated the Receivable, and any successor Dealer.

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

“Defaulted Receivable” means (a) a Receivable (other than a Repurchased Receivable), which, by its terms, is delinquent for 120 or more days, (b) with respect to Receivables that are delinquent for less than 120 days, the Servicer has (i) determined, in accordance with its customary servicing practices, that eventual payment in full is unlikely or (ii) repossessed the Financed Vehicle, or (c) a Receivable with respect to which the Servicer has received notification that the related Obligor is subject to proceedings under Chapter 13 of the Bankruptcy Code.

“Definitive Notes” shall have the meaning assigned to such term in Section 2.10 of the Indenture.

“Delinquency Percentage” means, for any Distribution Date and the related Collection Period, an amount equal to the ratio (expressed as a percentage) of (i) the aggregate Principal Balance of all 60-Day Delinquent Receivables as of the last day of such Collection Period to (ii) the Pool Balance as of the last day of such Collection Period.

“Delinquency Trigger” means, [for any Distribution Date and the related Collection Period, [_]%], [the percentage set forth below for the Distribution Dates set forth below:

Distribution Date	Delinquency Trigger
[Month, Year] through [Month, Year]	[•]%
[Month, Year] through [Month, Year]	[•]%
[Month, Year] through [Month, Year]	[•]%]

“Delivery” when used with respect to Account Property means:

(a) with respect to (I) bankers’ acceptances, commercial paper, and negotiable certificates of deposit and other obligations that constitute “instruments” as defined in Section 9-102(a)(47) of the UCC and are susceptible of physical delivery, transfer of actual possession thereof to the Indenture Trustee or its nominee or custodian by physical delivery to the Indenture Trustee or its nominee or custodian endorsed to the Indenture Trustee or its nominee or custodian or endorsed in blank, and (II) with respect to a “certificated security” (as defined in Section 8-102(a)(4) of the UCC) transfer of actual possession thereof (i) by physical delivery of such certificated security to the Indenture Trustee or its nominee or custodian endorsed to, or registered in the name of, the Indenture Trustee or its

10 (NAROT 20[ ]-[ ] Sale and Servicing Agreement)

nominee or custodian or endorsed in blank, or to another person, other than a “securities intermediary” (as defined in Section 8-102(a)(14) of the UCC), who acquires possession of the certificated security on behalf of the Indenture Trustee or its nominee or custodian or, having previously acquired possession of the certificate, acknowledges that it holds for the Indenture Trustee or its nominee or custodian or (ii) if such certificated security is in registered form, by delivery thereof to a “securities intermediary”, endorsed to or registered in the name of the Indenture Trustee or its nominee or custodian, and the making by such “securities intermediary” of entries on its books and records identifying such certificated securities as belonging to the Indenture Trustee or its nominee or custodian and the sending by such “securities intermediary” of a confirmation of the purchase of such certificated security by the Indenture Trustee or its nominee or custodian (all of the foregoing, “Physical Property”), and, in any event, any such Physical Property in registered form shall be in the name of the Indenture Trustee or its nominee or custodian; and such additional or alternative procedures as may hereafter become appropriate to effect the complete transfer of ownership of any such Account Property to the Indenture Trustee or its nominee or custodian, consistent with changes in applicable law or regulations or the interpretation thereof;

(b) with respect to any securities issued by the U.S. Treasury, the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association or the other government agencies, instrumentalities and establishments of the United States identified in Appendix A to Federal Reserve Bank Operating Circular No. 7 as in effect from time to time that is a “book-entry security” (as such term is defined in Federal Reserve Bank Operating Circular No. 7) held in a securities account and eligible for transfer through the Fedwire^® Securities Service operated by the Federal Reserve System pursuant to Federal book-entry regulations, the following procedures, all in accordance with applicable law, including applicable Federal regulations and Articles 8 and 9 of the UCC: book-entry registration of such Account Property to an appropriate securities account maintained with a Federal Reserve Bank by a “participant” (as such term is defined in Federal Reserve Bank Operating Circular No. 7) that is a “depository institution” (as defined in Section 19(b)(1)(A) of the Federal Reserve Act) pursuant to applicable Federal regulations, and issuance by such depository institution of a deposit notice or other written confirmation of such book-entry registration to the Indenture Trustee or its nominee or custodian of the purchase by the Indenture Trustee or its nominee or custodian of such book-entry securities; the making by such depository institution of entries in its books and records identifying such book entry security held through the Federal Reserve System pursuant to Federal book-entry regulations or a security entitlement thereto as belonging to the Indenture Trustee or its nominee or custodian and indicating that such depository institution holds such Account Property solely as agent for the Indenture Trustee or its nominee or custodian; and such additional or alternative procedures as may hereafter become appropriate to effect complete transfer of ownership of any such Account Property to the Indenture Trustee or its nominee or custodian, consistent with changes in applicable law or regulations or the interpretation thereof; and

11 (NAROT 20[ ]-[ ] Sale and Servicing Agreement)

(c) with respect to any item of Account Property that is an “uncertificated security” (as defined in Section 8-102(a)(18) of the UCC) and that is not governed by clause (b) above, (i) registration on the books and records of the issuer thereof in the name of the Indenture Trustee or its nominee or custodian, or (ii) registration on the books and records of the issuer thereof in the name of another person, other than a securities intermediary, who acknowledges that it holds such uncertificated security for the benefit of the Indenture Trustee or its nominee or custodian.

“Depositor” means NARC II in its capacity as depositor under the Trust Agreement.

“Depositor’s Formation Documents” means the Amended and Restated Certificate of Formation of NARC II, dated as of March 31, 2021 and the limited liability company agreement of NARC II, each as may be amended from time to time.

“Designated Account” means (a) so long as the Administrator or one of its Affiliates is the sole Certificateholder, the account designated by such Certificateholder (which need not be under the control of the Paying Agent) and (b) at any time thereafter, the Certificate Distribution Account.

“Determination Date” means the tenth calendar day of each calendar month, or if such tenth day is not a Business Day, the next succeeding Business Day.

“Distribution Date” means, for each Collection Period, the [15th] calendar day of the following calendar month, or if the [15th] day is not a Business Day, the next succeeding Business Day, commencing [____________________].

“Domestic Corporation” means an entity that is treated as a corporation for United States federal income tax purposes and is a United States person under Section 7701(a)(30) of the Code.

“DTC” means The Depository Trust Company.

“Eligible Account” means an account maintained with a depository institution or trust company (which may be the Owner Trustee, the Indenture Trustee, [the Securities Intermediary] or any of their respective Affiliates) organized under the laws of the United States of America or any one of the states thereof or the District of Columbia (or any domestic branch of a foreign bank) that is subject to regulations substantially similar to 12 CFR §9.10(b) (i) which at all times has either (A) a long-term senior unsecured debt rating of [at least “A” by Fitch][,][and] [at least “Aa2” by Moody’s] [and] [at least “Aa2” by Moody’s], (B) a certificate of deposit rating of [at least “F-1” by Fitch][,][and]] [at least “P-1” by Moody’s] [and at least “A-2” by S&P]or (C) such other rating that is acceptable to each Rating Agency, as evidenced by satisfaction of the Rating Agency Condition (each of (A), (B) or (C), the “Required Deposit Ratings”) and (ii) whose deposits are insured by the Federal Deposit Insurance Corporation; provided, that a foreign financial institution shall be deemed to satisfy clause (ii) if such foreign financial institution meets the requirements of Rule 13k-1(b)(1) under the Exchange Act (17 CFR §240.13k-1(b)(1)).

“Eligible Investments” means, at any time, any one or more of the following obligations, instruments or securities:

(i) obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States or any agency thereof, provided such obligations are backed by the full faith and credit of the United States;

12 (NAROT 20[ ]-[ ] Sale and Servicing Agreement)

(ii) general obligations of or obligations guaranteed by the Federal National Mortgage Association or any State; provided that such obligations have the highest available credit rating from each Rating Agency for such obligations;

(iii) securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States or of any State; provided, that at the time of such investment or contractual commitment providing for such investment, either (a) the long-term unsecured debt of such corporation has the highest available rating from each Rating Agency for such obligations or (b) the commercial paper or other short-term debt of such corporation that is then rated has the highest available credit rating of each Rating Agency for such obligations (not including plus signs);

(iv) certificates of deposit, demand deposits, time deposits or bankers’ acceptances issued by any depository institution or trust company incorporated under the laws of the United States or any State and subject to supervision and examination by banking authorities of one or more of such jurisdictions; provided, however, that at the time of the investment or contractual commitment to invest therein, the commercial paper or other short-term unsecured debt obligations (other than such obligations the rating of which is based on the credit of a Person other than such depository institution or trust company) thereof shall have a credit rating from each of the Rating Agencies in the highest investment category granted thereby (not including plus signs);

(v) certificates of deposit that are issued by any bank, trust company, savings bank or other savings institution and insured up to the maximum amount insurable by the FDIC;

(vi) investments in money market funds having a rating from each of the Rating Agencies in the highest investment category granted thereby (including funds for which the Owner Trustee, the Indenture Trustee or any of their respective Affiliates is investment manager or advisor);

(vii) repurchase obligations held by the Owner Trustee or Indenture Trustee with respect to any obligation or security described in clauses (i), (ii) or (viii) hereof or any other obligation or security issued or guaranteed by any other agency or instrumentality of the United States, in either case entered into with a federal agency or a depository institution or trust company (acting as principal) described in clause (iv) above; and

(viii) any other investment with respect to which the acquisition of such investment as an Eligible Investment will satisfy the Rating Agency Condition;

provided, that each of the foregoing obligations, instruments and securities shall mature no later than the Business Day prior to the date on which such funds are required to be available for application pursuant to any related Basic Document (other than in the case of the investment of monies in obligations, instruments or securities of which the entity at which the related account is located is the obligor, which may mature on such date), and shall be required to be held to such maturity.

13 (NAROT 20[ ]-[ ] Sale and Servicing Agreement)

For purposes of this definition, any reference to the highest available credit rating of an obligation shall mean the highest available credit rating for such obligation (excluding any “+” signs associated with such rating) or such lower credit rating (as approved in writing by each Rating Agency) as will not result in the qualification, downgrading or withdrawal of the rating then assigned by such Rating Agency to any of the Notes.

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

“Event of Default” shall have the meaning assigned to such term in Section 5.01 of the Indenture.

“Exchange Act” means the Securities Exchange Act of 1934.

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

“Expenses” shall have the meaning assigned to such term in Section 8.01 of the Trust Agreement.

“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 of 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.

“Final Scheduled Distribution Date” means, the Class A-1 Final Scheduled Distribution Date, the Class A-2[a] Final Scheduled Distribution Date, [the Class A-2b Final Scheduled Distribution Date,] the Class A-3 Final Scheduled Distribution Date[,] [and] the Class A-4 Final Scheduled Distribution Date [and the Class B Final Scheduled Distribution Date], as applicable.

“Financed Vehicle” means a new, near-new or used automobile or light-duty truck, together with all accessions thereto, securing an Obligor’s indebtedness under the related Receivable.

[“Fitch” means Fitch Ratings, Inc.]

[“Fixed Rate Note” means any Class A-1 Note, Class A-2a Note, Class A-3 Note[,] [or] Class A-4 Note [or Class B Note].]

14 (NAROT 20[ ]-[ ] Sale and Servicing Agreement)

[“Floating Rate Note” means any Class A-2b Note.]

[“FRBNY’s Website” means the website of the FRBNY, currently at https://apps.newyorkfed.org/markets/autorates/sofr-avg-ind or at such other page as may replace such page on the FRBNY’s website.]

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

“Hague Securities Convention” means the Hague Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary (concluded July 5, 2006).

“Holder” or “Securityholder” means the registered holder of any Certificate or Note as evidenced by the Certificate Register or Note Register.

“Indenture” means the Indenture dated as of the Closing Date, between the Issuer and [_______________], as Indenture Trustee.

“Indenture Trustee” means the Person acting as Indenture Trustee under the Indenture, its successors in interest and any successor trustee under the Indenture.

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

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

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

15 (NAROT 20[ ]-[ ] Sale and Servicing Agreement)

[“Initial Interest Rate [Swap][Cap] Agreement” means any or all, as the context may require, of the interest rate [swap][cap] transactions for any Class of Floating Rate Notes, entered, as of the Closing Date, between the Issuer and the Initial [Swap Counterparty][Cap Provider], that is governed by, and subject to, the terms of an ISDA Master Agreement, the schedule thereto, the credit support annex thereto, if applicable, and the terms of which are set out in the relevant confirmation for such transaction.]

[“Initial Swap Counterparty” means [____________________], as the Swap Counterparty under each Initial Interest Rate Swap Agreement.]

“Insolvency Event” means, with respect to a specified Person, (a) the entry of a decree or order for relief by a court having jurisdiction in the premises in respect of such Person or all or substantially all of its property in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for all or substantially all of its property, or ordering the winding-up or liquidation of such Person’s affairs, and such decree or order shall remain unstayed and in effect for more than 90 consecutive days; or (b) the commencement by such Person of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by such Person to the entry of an order for relief in an involuntary case under any such law, or the consent by such Person to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for all or substantially all of its property, or the making by such Person of any general assignment for the benefit of creditors.

“Instituting Noteholders” has the meaning set forth in Section 7.08(a) of the Indenture.

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

“Interest Rate” means the Class A-1 Interest Rate, the Class A-2[a] Interest Rate, [the Class A-2b Interest Rate,] the Class A-3 Interest Rate[,] [or] the Class A-4 Interest Rate [or the Class B Interest Rate], as the case may be.

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

“Investor” means (a) with respect to any Book-Entry Note, each related Note Owner and (b) with respect to any Definitive Note, each related Noteholder.

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

16 (NAROT 20[ ]-[ ] Sale and Servicing Agreement)

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

“Lien” means any security interest, lien, charge, pledge, equity or encumbrance of any kind, other than Permitted Liens.

“Liquidated Receivable” means a Defaulted Receivable as to which the related Financed Vehicle has been liquidated by the Servicer.

“Monthly Remittance Condition” shall have the meaning assigned to such term in Section 5.02.

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

“NARC II” means Nissan Auto Receivables Company II LLC, a Delaware limited liability company.

“Net Liquidation Proceeds” means the monies collected from whatever source on a Liquidated Receivable, net of the sum of any amounts expended by the Servicer for the account of the Obligor, plus any amounts required by law to be remitted to the Obligor.

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

[“Net [Swap][Cap] Receipts” means, for each Interest Rate [Swap][Cap] Agreement, the net amounts owed by the [Swap Counterparty][Cap Provider] to the Issuer, if any, on any Distribution Date under such Interest Rate [Swap][Cap] Agreement, excluding any [Swap][Cap] Termination Payments.]

“Nissan” means Nissan Motor Co., Ltd.

“NMAC” means Nissan Motor Acceptance Company LLC, a Delaware limited liability company.

“Non-U.S. Person” means any Person who is not (i) a citizen or resident of the United States who is a natural person, (ii) a corporation or partnership (or an entity treated as a corporation or partnership) created or organized in or under the laws of the United States or any state thereof, including the District of Columbia (unless, in the case of a partnership, Treasury Regulations are adopted that provide otherwise), (iii) an estate, the income of which is subject to United States Federal income taxation, regardless of its source, (iv) a trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons (as defined in the Code and Treasury Regulations) have the authority to control all substantial decisions of the trust; or (v) a trust that was in existence prior to August 20, 1996 and that, under Treasury Regulations, is eligible to elect, and does validly elect, to be treated as a United States person (as defined in the Code and Treasury Regulations) despite not meeting the requirements of clause (iv).

17 (NAROT 20[ ]-[ ] Sale and Servicing Agreement)

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

“Note Depository Agreement” means the agreement entitled “Letter of Representations” dated on or before the Closing Date executed by the Issuer in favor of the Clearing Agency with respect to certain matters relating to the duties thereof with respect to the Book-Entry Notes.

“Note Factor” means, with respect to any Class of Notes and any Distribution Date, a seven-digit decimal figure obtained by dividing the Outstanding Amount of such Class of Notes, as of the close of business on the last day of the related Collection Period, by the initial Outstanding Amount of that Class of Notes.

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

“Note Pool Factor” means, with respect to any Class of Notes and any Distribution Date, a seven-digit decimal figure obtained by dividing the Outstanding Amount of such Class of Notes as of the close of business on the last day of the related Collection Period by the Original Pool Balance.

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

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

“Noteholder” means any of the Class A-1 Noteholders, the Class A-2 Noteholders, the Class A-3 Noteholders[,] [or] the Class A-4 Noteholders [or the Class B Noteholders].

“Noteholder Direction” has the meaning set forth in Section 7.08(a) of the Indenture.

“Noteholders’ Interest Carryover Shortfall” means, with respect to any Distribution Date and a Class of Notes, the excess, if any, of the sum of the Noteholders’ Monthly Interest Distributable Amount for such Class for the preceding Distribution Date plus any outstanding Noteholders’ Interest Carryover Shortfall for such Class on such preceding Distribution Date, over the amount in respect of interest that is actually paid on the Notes of such Class on such preceding Distribution Date, plus, to the extent permitted by applicable law, interest on the Noteholders’ Interest Carryover Shortfall at the related Interest Rate for the related Interest Period (calculated on the same basis as interest on that Class of Notes for the same period).

“Noteholders’ Interest Distributable Amount” means, with respect to any Distribution Date and a Class of Notes, the sum of the Noteholders’ Monthly Interest Distributable Amount for such Class and Distribution Date plus any outstanding Noteholders’ Interest Carryover Shortfall for such Class and Distribution Date.

18 (NAROT 20[ ]-[ ] Sale and Servicing Agreement)

“Noteholders’ Monthly Interest Distributable Amount” means, with respect to any Distribution Date and a Class of Notes, interest accrued for the related Interest Period (calculated on the basis of, in the case of the Class A-1 Notes [and the Floating Rate Notes], the actual number of days in such Interest Period and a year assumed to consist of 360 days, and in the case of the Class A-2[a] Notes, the Class A-3 Notes[,] [and] the Class A-4 Notes [and the Class B Notes], such Interest Period being assumed to consist of 30 days and a year assumed to consist of 360 days) at the related Interest Rate for such Class of Notes on the Outstanding Amount of the Notes of such Class on the immediately preceding Distribution Date, after giving effect to all payments of principal to Noteholders of such Class on or prior to such Distribution Date (or, in the case of the first Distribution Date, on the original principal amount of such Class of Notes).

“Noteholders’ Principal Carryover Shortfall” means, with respect to any Distribution Date, the excess, if any, of the Noteholders’ Principal Distributable Amount for the preceding Distribution Date over the amount in respect of principal that is actually paid as principal on the Notes on such previous Distribution Date. Noteholders’ Principal Carryover Shortfall is not used to determine the amount of principal due on the Notes on any Distribution Date, but is used solely for reporting purposes.

“Noteholders’ Principal Distributable Amount” means, with respect to any Distribution Date, an amount equal to the Principal Distribution Amount for such Distribution Date until the outstanding principal amount of each Class of Notes has been reduced to zero, and for any Distribution Date thereafter, an amount equal to zero.

“Notes” means the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes[,] [and] the Class A-4 Notes [and the Class B Notes].

“Obligor” on a Receivable means the purchaser or co-purchasers of the Financed Vehicle or any other Person who owes payments under the Receivable (but excluding any Dealer in respect of Dealer Recourse).

“Officer’s Certificate” means a certificate signed by any Authorized Officer of the Issuer, the Seller or the Servicer, as applicable.

“Opinion of Counsel” means one or more written opinions of counsel who may, except as otherwise provided herein, be an employee of or counsel to the Issuer, the Seller or the Servicer, which counsel shall be reasonably acceptable to the recipient of such opinion.

“Optional Purchase” shall have the meaning assigned to such term in Section 9.01(a).

“Optional Purchase Percentage” means [5.00]%.

“Optional Purchase Price” means, an amount equal to the greater of (a) the aggregate Repurchase Payments for the Receivables (including Receivables that became Defaulted Receivables in the Collection Period preceding the Distribution Date on which a purchase pursuant to Section 9.01 is effected) and (b) the sum of (i) the Outstanding Amount of all Classes of Notes, (ii) the Noteholders’ Interest Distributable Amount for all Classes of Notes for such Distribution Date [and][,] (iii) any amounts due pursuant to Sections 5.06(a)[(viii), (ix) and (x)] [, and (iv) all amounts payable to the [Swap Counterparty][Cap Provider] under the Interest Rate [Swap][Cap] Agreement(s)].

19 (NAROT 20[ ]-[ ] Sale and Servicing Agreement)

“Original Certificate Balance” means $[___________].

“Original Pool Balance” means the aggregate Principal Balance of the Receivables on the Cut-off Date.

“Original Principal Amount” means $[_______________] for the Class A-1 Notes, $[_______________] for the Class A-2[a] Notes, [$[_______________] for the Class A-2b Notes,] $[_______________] for the Class A-3 Notes[,] [and $[_______________] for the Class A-4 Notes] [and $[_______________] for the Class B Notes].

“Other Assets” means any assets (or interests therein) (other than the Owner Trust Estate) conveyed or purported to be conveyed by the Seller to another Person or Persons other than the Issuer, whether by way of a sale, capital contribution or by virtue of the granting of a lien.

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

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

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

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

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

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

20 (NAROT 20[ ]-[ ] Sale and Servicing Agreement)

“Owner Trust Estate” means all right, title and interest of the Issuer in and to the Receivables (other than Repurchased Receivables), and all monies paid thereon, and all monies accrued thereon, after the Cut-off Date; security interests in the Financed Vehicles and any accessions thereto; the Accounts and all funds deposited in the Accounts; all property (including the right to receive Net Liquidation Proceeds) that shall have secured a Receivable and that shall have been acquired by or on behalf of the Issuer; proceeds from claims on any physical damage, credit life or disability insurance policies covering the Financed Vehicles or the Obligors; all right to receive payments in respect of any Dealer Recourse with respect to the Receivables; [the proceeds of the Interest Rate [Swap][Cap] Agreement(s);] all right, title and interest of the Seller in and to the Purchase Agreement and the Assignment; all right, title and interest of the Issuer pursuant to this Agreement, the Administration Agreement [and the Interest Rate [Swap][Cap] Agreement(s)]; certain rebates of premiums and other amounts relating to certain insurance policies and other items financed under the Receivables in effect as of the Cut-off Date; and the proceeds of any and all of the foregoing.

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

“Paying Agent” means, (i) under the Indenture, [_______________], as Indenture Trustee, or any other Person that meets the eligibility standards for the Indenture Trustee set forth in Section 6.11 of the Indenture and is authorized by the Issuer to make the payments to and distributions from the Collection Account, including the payment of principal of or interest on the Notes on behalf of the Issuer, and (ii) under the Trust Agreement, any paying agent or co-paying agent appointed pursuant to Section 3.08 of the Trust Agreement that is authorized to make distributions from the Certificate Distribution Account, and shall initially be [_________________________].

“Permitted Liens” means (a) any liens created by the Basic Documents; (b) any liens for taxes not yet due and payable or the amount of which is being contested in good faith by appropriate proceedings; and (c) any liens of mechanics, suppliers, vendors, materialmen, laborers, employees, repairmen and other like liens securing obligations which are not due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings.

“Person” means any individual, corporation, estate, partnership, joint venture, association, joint stock company, limited liability company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Physical Property” shall have the meaning assigned to such term in the definition of “Delivery.”

“Plan” means an “employee benefit plan” as defined in Section 3(3) of ERISA, whether or not subject to the provisions of Title I of ERISA, a “plan” as defined in Section 4975 of the Code or any entity deemed to hold plan assets of the foregoing.

“Pool Balance” as of the close of business on the last day of a Collection Period means the aggregate Principal Balance of the Receivables (reduced by the principal balance of any Repurchased Receivables and Defaulted Receivables) as of the close of business on such day.

21 (NAROT 20[ ]-[ ] Sale and Servicing Agreement)

“Pool Factor” for a particular Class of Notes or Certificates on any Distribution Date means a seven-digit decimal figure indicating the principal amount of such Class of Notes or the Certificate Balance, as the case may be, as of the close of business on the last day of the related Collection Period as a fraction of the Original Pool Balance.

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

“Prepayment” means, with respect to any Receivable, any prepayment, whether in part or in full, in respect of such Receivable.

“Principal Balance” of a Receivable, as of any date of determination, means the outstanding principal balance of such Receivable calculated in accordance with the Customary Servicing Practices.

“Principal Distribution Amount” means, with respect to any Distribution Date, an amount equal to (i) the excess, if any, of (x) the [Adjusted] Pool Balance as of the beginning of the related Collection Period, or in the case of the first Collection Period, as of the Cut-off Date, over (y) the [Adjusted] Pool Balance as of the end of the related Collection Period and (ii) any Noteholders’ Principal Distributable Amount not paid to the Noteholders on a prior Distribution Date because Available Amounts on such Distribution Date were not sufficient to make such payments; provided, however, that the Principal Distribution Amount on the Final Scheduled Distribution Date for any Class of Notes shall not be less than the amount necessary to reduce the outstanding principal amount of such Class to zero.

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

“Purchase Agreement” means that certain agreement, dated as of the Closing Date, between NMAC and the Seller, relating to the purchase by the Seller from NMAC of the Receivables.

“Purchased Assets” shall have the meaning assigned to such term in Section 2.1 of the Purchase Agreement.

“Rating Agency” means as of any date, any of the nationally recognized statistical rating organizations that has been requested by the Seller or one of its Affiliates to rate any Class of Notes and that is rating such Class of Notes on such date.

“Rating Agency Condition” means, with respect to any event or action and each Rating Agency, either (a) written confirmation (which may be in the form of a letter, a press release or other publication, or a change in such Rating Agency’s published ratings criteria to this effect) by such Rating Agency that the occurrence of such event or action will not cause it to downgrade, qualify or withdraw its rating assigned to the Notes or (b) that such Rating Agency shall have been given notice of such event or action at least ten (10) days prior to such event or action (or, if ten (10) days’ advance notice is impracticable, as much advance notice as is practicable) and such Rating Agency shall not have issued any written notice that the occurrence of such event or action will cause it to downgrade, qualify or withdraw its rating assigned to the Notes. Notwithstanding the foregoing, no Rating Agency has any duty to review any notice given with respect to any event or action.

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“Receivable” means any retail installment sale contract that appears on the Schedule of Receivables and that has not been released by the Issuer.

“Receivable File” means the records (whether tangible or electronic) specified in Section 2.02 pertaining to a particular Receivable.

“Record Date” means, with respect to the Notes of any Class and each Distribution Date, the Business Day immediately preceding such Distribution Date, and, with respect to the Certificates or if Definitive Notes, representing any Class of Notes, have been issued, the last day of the Collection Period preceding the related Distribution Date.

“Redemption Date” shall have the meaning assigned to such term in Section 9.01(a).

“Redemption Price” means an amount equal to the sum of (a) the Outstanding Amount of all Notes redeemed, plus (b) accrued and unpaid interest thereon at the Noteholders’ Interest Distributable Amount for the Notes being so redeemed, up to but excluding the Redemption Date.

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

“Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such regulation may be amended from time to time, 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 (January 7, 2005); Asset-Backed Securities Disclosure and Registration, Securities Act Release No. 33-9638. 79 Fed. Reg. 57184 (September 24, 2014)) or by the staff of the Commission, or as may be provided in writing by the Commission or its staff from time to time.

“Relevant Trustee” means (i) with respect to the control over or appropriate designation denoting ownership or control over any property comprising a portion of the Owner Trust Estate that either is not conveyed or pledged to the Indenture Trustee for the benefit of the Noteholders [and the Swap Counterparty] pursuant to the Granting Clause of the Indenture or that has been released from the lien of the Indenture, the Owner Trustee, and (ii) with respect to any property comprising a portion of the Collateral that has not been released from the lien of the Indenture, the Indenture Trustee; provided, however, that with respect to any property that is under the joint or separate control of a co-trustee or separate trustee under the Trust Agreement or the Indenture, respectively, “Relevant Trustee” shall refer to either or both of the Owner Trustee and such co-trustee or separate trustee or to either or both of the Indenture Trustee and such co-trustee or separate trustee, as the case may be.

[“Replacement Interest Rate [Swap][Cap] Agreement” shall have the meaning assigned to such term in Section 2.14(f) of the Indenture.]

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[“Replacement [Swap Counterparty][Cap Provider]” shall have the meaning assigned to such term in Section 2.14(f) of the Indenture.]

“Repurchase Payment” for any Repurchased Receivable as of the last day of any Collection Period, means the sum of the Principal Balance thereof as of the beginning of such Collection Period plus interest accrued thereon through the due date for the Obligor’s payment in such Collection Period at the related APR, after giving effect to the receipt of monies collected on such Repurchased Receivable, if any, during such Collection Period.

“Repurchased Receivable” means a Receivable purchased as of the close of business on the last day of a Collection Period by the Servicer pursuant to Section 4.06 or by NMAC pursuant to Section 4.3 of the Purchase Agreement.

“Required Deposit Rating” shall have the meaning assigned to such term in the definition of “Eligible Account.”

“Required Rate” means, with respect to any Distribution Date, [_____]%.

“Reserve Account” means the account designated as such, established and maintained pursuant to Section 5.01 and Section 5.07.

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

“Retained Notes” if any, means any Notes beneficially owned by the Issuer or an entity which, for U.S. federal income tax purposes, is treated as the same Person as the Issuer, until such time as such Notes are the subject of an opinion pursuant to Section 2.04(g) of the Indenture.

“Review Notice” means the notice delivered by the Indenture Trustee in accordance with Section 7.08(b) of the Indenture to NMAC, the Seller, 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 Delinquency Percentage for any Distribution Date exceeds the Delinquency Trigger and (b) a Noteholder Direction with respect to such Asset Review has occurred.

[“S&P” means S&P Global Ratings.]

“Schedule of Receivables” means the schedule of receivables on file with the Indenture Trustee, as it may be amended from time to time.

“Secretary of State” means the Secretary of State of the State of Delaware.

“Section 385 Controlled Partnership” shall have the meaning set forth in Treasury Regulation Section 1.385-1(c)(1) for a “controlled partnership”.

24 (NAROT 20[ ]-[ ] Sale and Servicing Agreement)

“Section 385 Expanded Group” shall have the meaning set forth in Treasury Regulation Section 1.385-1(c)(4) for an “expanded group”.

[“Securities Account Control Agreement” means the Securities Account Control Agreement, dated as of the Closing Date, among the Issuer, the Indenture Trustee, as the Secured Party, the Servicer and [________________], as securities intermediary.]

“Securities Act” means the Securities Act of 1933.

“Securities Intermediary” means [________].

“Securityholders” shall have the meaning assigned to such term in this Section 1.01 under the definition of “Holder.”

“Seller” means NARC II, as the seller of the Receivables under this Agreement, and each successor to NARC II (in the same capacity) pursuant to Section 6.04.

[“Senior Swap Termination Payment” means any Swap Termination Payment owed by the Issuer to the Swap Counterparty under an Interest Rate Swap Agreement that is not a Subordinated Swap Termination Payment.]

“Servicer” means NMAC, as the servicer of the Receivables, and each successor to NMAC (in the same capacity) pursuant to Section 7.03 or 8.02.

“Servicer’s Certificate” means a certificate completed and executed on behalf of the Servicer by the president, any executive vice president, any vice president, the treasurer, any assistant treasurer, the controller or any assistant controller of the Servicer pursuant to Section 4.08.

“Servicer Default” means an event specified in Section 8.01.

“Servicing Criteria” means the “servicing criteria” set forth in Item 1122(d) of Regulation AB.

“Servicing Rate” means [______]% per annum.

“Similar Law” means a law that is similar to the fiduciary responsibility or prohibited transaction provisions of ERISA or Section 4975 of the Code.

“Simple Interest Method” means the method of allocating a fixed level payment to principal and interest pursuant to which the portion of such payment that is allocated to interest is equal to the product of the fixed rate of interest multiplied by the unpaid principal balance multiplied by the quotient obtained by calculating the period of time elapsed since the preceding payment of interest was made and dividing such period of time by 365 or 366, as appropriate.

“Simple Interest Receivable” means any Receivable under which the portion of a payment allocable to interest and the portion allocable to principal is determined in accordance with the Simple Interest Method.

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[“SOFR” means the secured overnight financing rate published for any day by the FRBNY on the FRBNY’s website, or by a successor Administrator of such benchmark rate on such successor’s website.]

[“SOFR Adjustment Conforming Changes” means, with respect to any SOFR Rate, any technical, administrative or operational changes (including changes to the interest period, timing and frequency of determining rates and making payments of interest, rounding of amounts or tenors, and other administrative matters) that the Administrator decides, from time to time, may be appropriate to adjust such SOFR Rate in a manner substantially consistent with or conforming to market practice (or, if the Administrator decides that adoption of any portion of such market practice is not administratively feasible or if the Administrator determines that no market practice exists, in such other manner as the Administrator determines is reasonably necessary).]

[“SOFR Adjustment Date” means, for each Interest Period, the second U.S. Government Securities Business Day before the first day of such Interest Period.]

[“SOFR Determination Time” means 3:00 p.m. (New York time) on such U.S. Government Securities Business Day, at which time [Compounded SOFR][Term SOFR][30-Day Average SOFR] is published on the FRBNY’s Website.]

[“SOFR Rate” means, with respect to the Class A-2b Notes as of any SOFR Adjustment Date, a rate equal to [Compounded SOFR][Term SOFR][30-Day Average SOFR]; provided, that, the Administrator will have the right, in its sole discretion, to make applicable SOFR Adjustment Conforming Changes.]

“Specified Reserve Account Balance” means with respect to any Distribution Date, an amount equal to not less than [_____]% of the [Adjusted Pool Balance][Pool Balance] as of the Cut-off Date; provided, that on any Distribution Date after the Notes are no longer Outstanding following payment in full of the principal of and interest on the Notes, the “Specified Reserve Account Balance” shall be $0.

“Sponsor” means NMAC.

“Statutory Trust Act” means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code § 3801 et seq.

“Subject Receivables” means, for any Asset Review, all Receivables which are 60-Day Delinquent Receivables as of the [end of the Collection Period immediately preceding the] related Review Satisfaction Date.

[“Subordinated Swap Termination Payment” means any Swap Termination Payment owed by the Issuer to the Swap Counterparty under an Interest Rate Swap Agreement following an “event of default” or a “termination event” where the Swap Counterparty is the “defaulting party” or sole “affected party” (other than with respect to “illegality” or a “tax event”), as each such term is defined in such Interest Rate Swap Agreement.]

“Successor Servicer” means any entity appointed as a successor to the Servicer pursuant to Section 8.02.

26 (NAROT 20[ ]-[ ] Sale and Servicing Agreement)

“Supplemental Servicing Fee” means, with respect to any Distribution Date, all late fees, prepayment charges and other administrative fees and expenses or similar charges allowed by applicable law received by the Servicer with respect to the Receivables during the related Collection Period.

[“Swap Counterparty” means an unaffiliated third party, as swap counterparty under any Interest Rate Swap Agreement.]

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

[“[Swap][Cap] Termination Event” means, with respect to any Interest Rate [Swap][Cap] Agreement, any event defined as a “Termination Event” under such Interest Rate [Swap][Cap] Agreement.]

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

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

[“Term SOFR” means the forward-looking term rate based on SOFR that is two U.S. Government Securities Business Days prior to the first day of the applicable interest period, as such rate is posted to FRBNY’s Website; provided, however, that if as of 5:00 p.m. New York City time, the forward-looking term rate has not been posted to FRBNY’s Website, then the Term SOFR means the forward-looking term rate based on SOFR that is on the first preceding U.S. Government Securities Business Day for which such rate was posted to FRBNY’s Website.]

“Test Fail” shall have the meaning assigned to such term in the Asset Representations Review Agreement.

“Transferred Assets” shall have the meaning assigned to such term in Section 2.01.

“Treasury Regulations” means regulations, including proposed or temporary regulations, promulgated under the Code. References herein to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations.

“Trust Agreement” means the Trust Agreement, dated as of [___________], as amended by the Amended and Restated Trust Agreement, dated as of the Closing Date, between the Seller, [_________________________], as Owner Trustee, and [___________], as Certificate Registrar and Paying Agent.

27 (NAROT 20[ ]-[ ] Sale and Servicing Agreement)

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

[“U.S. Government Securities Business Day” means any day except for a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.]

“UCC” means the Uniform Commercial Code as in effect in the relevant jurisdiction.

“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

“Verification Documents” means, with respect to any Note Owner, a certification from such Note Owner certifying that such Person is in fact, a 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.

[“YSOC Amount” means, (i) as of the Closing Date, $[______________], and (ii) thereafter, with respect to any Collection Period and the related Distribution Date, the aggregate amount by which the Principal Balance as of the last day of such Collection Period of each Receivable (other than a Receivable that is a non-collectible Receivable, a Defaulted Receivable or a Repurchased Receivable), exceeds the present value of each scheduled payment of each such Receivable assuming the discount rate of such Receivable is the greater of the Required Rate or the Receivable’s contract rate and that such scheduled payments (assumed to be equal monthly payments that amortize the Principal Balance of the Receivable to zero, using its contract rate, over the remaining term of the contract) are made on the last day of each month and each month has 30 days.]

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

28 (NAROT 20[ ]-[ ] Sale and Servicing Agreement)

ARTICLE II.

Conveyance of Receivables

SECTION 2.01 Conveyance of Receivables.

(a) In consideration of the promises and the agreements, provisions and covenants herein contained and other good and valuable consideration to be delivered to the Seller hereunder, the Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s obligations in this Agreement) (collectively, the “Transferred Assets”):

(i) all right, title and interest of the Seller in and to the Purchased Assets;

(ii) the rights of the Seller under the Purchase Agreement and the Assignment;

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

(iv) all proceeds of the foregoing.

On the Closing Date, the Seller shall deliver to, or to the order of, the Issuer the Transferred Assets and in consideration therefor, the Issuer shall deliver to, or to the order of, the Seller, the Notes and the Certificates. Notwithstanding the foregoing, monies received in respect of the Receivables after the Cut-off Date and before the Closing Date shall be deposited by NMAC (in its individual capacity or as the Servicer) into the Collection Account no later than the Business Day preceding the first Distribution Date.

(b) Notwithstanding the foregoing, in the event that the Receivables and other Transferred Assets are held to be property of the Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Transferred Assets, then it is intended that:

(i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction;

(ii) The conveyance provided for in Section 2.01 shall be deemed to be a grant by the Seller of, and the Seller hereby grants to the Issuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Transferred Assets, to secure such indebtedness and the performance of the obligations of the Seller hereunder;

(iii) The possession by the Issuer, or the Servicer as the Issuer’s agent, of the Receivable Files and any other property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and

29 (NAROT 20[ ]-[ ] Sale and Servicing Agreement)

(iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Issuer for the purpose of perfecting such security interest under applicable law.

SECTION 2.02 Custody of Receivable Files. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer, upon the execution and delivery of this Agreement, appoints the Servicer, and the Servicer accepts such appointment, to act as the agent of the Issuer as custodian of the following documents or instruments (or a photocopy or other image thereof that the Servicer shall keep on file in accordance with its Customary Servicing Practices) that are hereby constructively delivered to the Issuer with respect to each Receivable (but only to the extent applicable to such Receivable and only to the extent held in tangible paper form or electronic form) (collectively, the “Receivable Files”):

(a) the original of each tangible record constituting or forming a part of such Receivable that is tangible chattel paper (as such term is used in Section 9-105 of the UCC) and a single “authoritative copy” (as such term is used in Section 9-105 of the UCC) of each electronic record constituting or forming a part of each Receivable that is electronic chattel paper, fully executed by the Obligor;

(b) the original credit application executed by the related Obligor;

(c) the original Certificate of Title or, if not yet received, evidence that an application therefor has been submitted with the appropriate authority, a guaranty of title from a Dealer or such other document (electronic or otherwise, as used in the applicable jurisdiction) that the Servicer keeps on file, in accordance with its Customary Servicing Practices, evidencing the security interest of NMAC in the Financed Vehicle; provided, however, that in lieu of being held in the Receivable File, the Certificate of Title may be held by a third party service provider engaged by the Servicer to obtain or hold Certificates of Title; and

(d) any and all other records (whether tangible or electronic) that the Servicer shall keep on file, in accordance with its Customary Servicing Practices, relating to such Receivable, the related Obligor or Financed Vehicle.

SECTION 2.03 Acceptance by Issuer. The Issuer acknowledges its acceptance pursuant to this Agreement, of all right, title and interest in and to the Receivables and the other Transferred Assets conveyed by the Seller pursuant to this Agreement and declares and shall declare from and after the date hereof that the Issuer holds and shall hold such right, title and interest, upon the terms and conditions set forth in this Agreement.

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ARTICLE III.

The Receivables

SECTION 3.01 Duties of Servicer as Custodian.

(a) Safekeeping. The Servicer, in its capacity as custodian, shall hold the Receivable Files for the benefit of the Issuer and the Indenture Trustee, as pledgee of the Issuer. In performing its duties as custodian, the Servicer shall act in accordance with its Customary Servicing Practices. The Servicer will promptly report to the Issuer and the Indenture Trustee any failure on its part to hold a material portion of the Receivable Files and maintain its accounts, records and computer systems as herein provided in all material respects and promptly take appropriate action to remedy any such material failure. The Servicer may, in accordance with its Customary Servicing Practices: (i) maintain all or a portion of the Receivable Files in electronic form and (ii) maintain custody of all or any portion of the Receivable Files with one or more of its agents or designees. Nothing in this Section 3.01 shall affect the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors and the failure of the Servicer to provide access to information as a result of such obligation shall not constitute a breach of this Section 3.01.

(b) Maintenance of and Access to Records. The Servicer shall maintain each Receivable File in the United States (it being understood that the Receivable Files, or any part thereof, may be maintained at the offices of any Person to whom the Servicer has delegated responsibilities in accordance with Section 4.12). The Servicer shall make available to the Issuer and the Indenture Trustee or their respective duly authorized representatives, attorneys or auditors the Receivable Files and the related accounts, records and computer systems maintained by the Servicer at such times during normal business hours upon reasonable prior written notice as the Issuer or the Indenture Trustee shall instruct. The Servicer shall permit the Issuer, the Indenture Trustee and their respective agents at any time during normal business hours upon reasonable prior written notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable.

(c) Release of Receivable Files. Upon the occurrence and during the continuation of a Servicer Default or to the extent necessary for the Indenture Trustee to comply with its obligations under the Basic Documents, the Servicer shall, upon instruction from the Indenture Trustee, release any Receivable File to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, at such place or places as the Indenture Trustee may designate, as soon as commercially practicable. Any document so released will be handled by the Indenture Trustee with due care and returned to the Servicer for safekeeping as soon as the Indenture Trustee or its agent or designee, as the case may be, has no further need therefor.

SECTION 3.02 Instructions; Authority To Act. The Servicer shall be deemed to have received proper instructions with respect to the Receivable Files upon its receipt of written instructions signed by an Authorized Officer of the Issuer or the Indenture Trustee.

SECTION 3.03 Custodian’s Indemnification. The Servicer, as custodian, shall indemnify the Issuer, the Owner Trustee and the Indenture Trustee for any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses of any kind whatsoever (including reasonable attorneys’ fees and expenses) that may be imposed on, incurred by or asserted against any of them as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files including any legal fees and expenses incurred in connection with the enforcement by any such Person of any indemnification

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or other obligation of the Servicer as custodian; provided, however, that the Servicer shall not be liable to the Owner Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Owner Trustee, and the Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Indenture Trustee. Any indemnity claimed under this Section 3.03 shall be subject to the procedures described in Section 7.02.

SECTION 3.04 Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Cut-off Date, and shall continue in full force and effect until terminated pursuant to this Section 3.04. If NMAC resigns as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.01, the appointment of NMAC as custodian may be terminated by the Indenture Trustee or by the Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes or, with the consent of Holders of the Notes evidencing not less than 25% of the Outstanding Amount of the Notes, by the Owner Trustee or by the Certificateholders evidencing not less than 25% of the Certificate Balance, in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. As soon as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files and the related accounts and records maintained by the Servicer to the Relevant Trustee or the agent thereof at such place or places as the Relevant Trustee may reasonably designate.

ARTICLE IV.

Administration and Servicing of Receivables

SECTION 4.01 Duties of Servicer.

(a) The Servicer is hereby appointed by the Issuer and authorized to act as agent for the Issuer and, in such capacity, shall manage, service, administer and make collections on the Receivables in accordance with its Customary Servicing Practices, using that degree of skill and attention that the Servicer exercises with respect to all comparable receivables that it services for itself or others. There are no requirements under the Basic Documents to maintain a back-up servicer. The Servicer and its Affiliates may engage in any marketing practice or promotion or any sale of any products, goods or services to Obligors with respect to the Receivables so long as such practices, promotions or sales are offered to obligors of comparable motor vehicle receivables serviced by the Servicer for itself and others, whether or not such practices, promotions or sales might result in a decrease in the aggregate amount of payments on the Receivables, prepayments or faster or slower timing of the payment of the Receivables. Subject to Section 4.05, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Customary Servicing Practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period preceding the latest Final Scheduled Distribution Date of any Notes issued under the Indenture or (ii) reduces the APR or Principal Balance with respect to any Receivable other than as required by applicable law (including, without limitation, by the Servicemembers Civil Relief Act) or court order, it will promptly purchase such Receivable in the manner provided in Section 4.06 if such change in the Receivable would materially and adversely affect the interests of the Securityholders in such Receivable. The Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable.

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(b) The Servicer’s duties shall include collection and posting of all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, sending remittance advises to Obligors, reporting tax information to Obligors, accounting for collections and furnishing monthly and annual statements to the Owner Trustee and the Indenture Trustee with respect to distributions. The Servicer is not required under the Basic Documents to make any disbursements via wire transfer or otherwise on behalf of an Obligor. There are no requirements under the Receivables or the Basic Documents for funds to be, and funds shall not be, held in trust for an Obligor. The Servicer shall not make any payments or distributions on behalf of an Obligor.

(c) Without limiting the generality of the foregoing, the Servicer is authorized and empowered to execute and deliver, on behalf of itself, the Trust, the Owner Trustee, the Indenture Trustee and the Securityholders or any of them, any and all instruments of satisfaction or cancellation, or partial or full release or discharge, and all other comparable instruments, with respect to the Receivables or to the Financed Vehicles securing the Receivables. If the Servicer shall commence a legal proceeding to enforce a Receivable (other than a Repurchased Receivable), the Issuer shall thereupon be deemed to have automatically assigned, solely for the purpose of collection, such Receivable to the Servicer. If in any enforcement suit or legal proceeding it shall be held that the Servicer may not enforce a Receivable on the ground that it shall not be a real party in interest or a holder entitled to enforce such Receivable, the Issuer shall, at the Servicer’s expense and direction, take steps to enforce the Receivable, including bringing suit in its name or the name of the Indenture Trustee or the Securityholders. The Issuer shall furnish the Servicer with any powers of attorney and other documents reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder.

(d) Nothing in any section of this Agreement shall be construed to prevent the Servicer from implementing new programs, whether on an intermediate, pilot or permanent basis, or on a regional or nationwide basis, or from modifying its standards, policies and procedures as long as, in each case, such programs or modifications would be consistent with its Customary Servicing Practices, even if such practices, promotions or sales might result in a decrease in the aggregate amount of payments on the Receivables, prepaying or faster or slower timing of the payment of the Receivables.

(e) Notwithstanding anything in this Agreement to the contrary, the Servicer may refinance any Receivable and deposit the full Principal Balance of such Receivable into the Collection Account. The receivable created by such refinancing shall not be property of the Issuer. The Servicer and its Affiliates may also sell insurance or debt cancellation products, including products which result in the cancellation of some or all of the amount of a Receivable upon the death or disability of the Obligor or any casualty with respect to the Financed Vehicle.

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SECTION 4.02 Collection of Receivable Payments. The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due in accordance with its Customary Servicing Practices. Payments on the Receivables made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices. Such payments shall be allocated to principal, interest or other items in accordance with the related documentation for such Receivables.

SECTION 4.03 Realization upon Receivables. On behalf of the Issuer, the Servicer shall use commercially reasonable efforts, consistent with its Customary Servicing Practices, to repossess or otherwise convert the ownership of the Financed Vehicle securing any Receivable as to which the Servicer shall have determined eventual payment in full is unlikely, unless it determines in its sole discretion that repossession will not increase the Net Liquidation Proceeds by an amount greater than the expense of such repossession or that the proceeds ultimately recoverable with respect to such Receivable would be increased by forbearance. The Servicer shall follow such Customary Servicing Practices and procedures as it shall deem necessary or advisable, which may include reasonable efforts to realize upon any Dealer Recourse and selling the related Financed Vehicle at public or private sale. The foregoing shall be subject to the provision that, in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not be required to expend funds in connection with the repair or the repossession of such Financed Vehicle unless it shall determine in its discretion that such repair and/or repossession will increase the Net Liquidation Proceeds.

SECTION 4.04 Maintenance of Security Interests in Financed Vehicles. The Servicer shall, in accordance with its Customary Servicing Practices, take such steps as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle. The Servicer is hereby authorized to take such steps as are necessary to re-perfect such security interest on behalf of the Issuer and the Indenture Trustee in the event of the relocation of a Financed Vehicle or for any other reason. If the assignment of a Receivable to the Issuer is insufficient, without a notation on the related Financed Vehicle’s Certificate of Title, to grant to the Issuer a first priority perfected security interest in the related Financed Vehicle, the Servicer hereby agrees to serve as the agent of the Issuer for the purpose of perfecting the security interest of the Issuer in such Financed Vehicle and agrees that the Servicer’s listing as the secured party on the Certificate of Title is in this capacity as agent of the Issuer. The provisions set forth in this Section 4.04 are the sole requirements under the Basic Documents with respect to the maintenance of collateral or security on the Receivables. It is understood that the Financed Vehicles are the collateral and security for the Receivables, but that the Certificate of Title with respect to a Financed Vehicle does not constitute collateral and merely evidences such security interest.

SECTION 4.05 Covenants of Servicer. Unless required by law or court order, the Servicer shall not release the Financed Vehicle securing any Receivable from the security interest granted by such Receivable in whole or in part except (i) in the event of payment in full by or on behalf of the Obligor thereunder or payment in full less a deficiency which the Servicer would not attempt to collect in accordance with its Customary Servicing Practices, (ii) in connection with repossession or (iii) except as may be required by an insurer in order to receive proceeds from any insurance policy covering such Financed Vehicle.

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SECTION 4.06 Purchase of Receivables upon Breach. The Servicer or the Issuer shall inform the other party and the Indenture Trustee promptly, in writing, upon the discovery of any breach by the Servicer of its obligations under Section 4.01(a) or 4.05 that would materially and adversely affect any Receivable. If the breach materially and adversely affects the interests of the Securityholders in such Receivable, then the Servicer shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Issuer, in either case on or before the Distribution Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier date) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure does not affect the ability of the Issuer to receive and retain timely payment in full on such Receivable. In consideration of such Receivable, the Servicer shall remit the Repurchase Payment in the manner specified in Section 5.05. Upon payment of such Repurchase Payment by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably requested of it to vest in the Servicer or its designee any Receivable and any related Purchased Assets repurchased pursuant hereto. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 4.06. The sole remedy of the Indenture Trustee, the Owner Trustee, the Issuer [or][,] the Securityholders [or the [Swap Counterparty][Cap Provider]] against the Servicer with respect to a breach by the Servicer of its obligations under Sections 4.01(a) or 4.05 shall be to require the Servicer to purchase Receivables pursuant to this Section 4.06.

SECTION 4.07 Servicing Fee and Expenses. As compensation for the performance of its obligations hereunder, the Servicer shall be entitled to receive on each Distribution Date the Base Servicing Fee and shall be entitled to retain all Supplemental Servicing Fees. The Servicer will also be entitled to receive investment earnings (net of investment losses and expenses) on funds on deposit in the Collection Account and the Reserve Account during each Collection Period. Except to the extent otherwise provided herein, the Servicer shall be required to pay all expenses incurred by it in connection with its activities under this Agreement (including fees and disbursements of independent accountants, taxes imposed on the Servicer, expenses incurred in connection with distributions and reports to Securityholders and all other fees and expenses not expressly stated under this Agreement to be for the account of the Securityholders).

SECTION 4.08 Servicer’s Certificate. On or before each Determination Date, the Servicer shall deliver to the Owner Trustee, each Paying Agent [and][,] the Indenture Trustee [and the [Swap Counterparty][Cap Provider]], with a copy to each Rating Agency, a Servicer’s Certificate containing all information necessary to make the distributions pursuant to Sections 5.06, 5.07 and 5.08 of this Agreement and Section 5.04(d) of the Indenture for the Collection Period preceding the date of such Servicer’s Certificate, all information necessary for the Owner Trustee to send statements to the Certificateholders and the Indenture Trustee to send statements to the Noteholders pursuant to the Trust Agreement or Indenture, as the case may be. Each of the Owner Trustee and the Indenture Trustee may conclusively rely on the information in any Servicer’s Certificate and shall have no duty to confirm or verify the contents thereof. At the sole option of the Servicer, each Servicer Certificate may be delivered in electronic or hard copy form.

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SECTION 4.09 Communication among Noteholders. A Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may send a request to the Seller at any time notifying the Seller that such Noteholder or Note Owner, as applicable, would like to communicate with other Noteholders or Note Owners, as applicable, with respect to an exercise of their rights under the terms of the Basic Documents. If the requesting party is not a Noteholder as reflected on the Note Register, the Seller may require that the requesting party provide Verification Documents. Each request must include (i) the name of the requesting Noteholder or Note Owner, and (ii) a description of the method by which other Noteholders or Note Owners, as applicable, may contact the requesting Noteholder or Note Owner. A Noteholder or Note Owner, as applicable, that delivers a request under this Section 4.09 will be deemed to have certified to the Issuer and the Servicer that its request to communicate with other Noteholders or Note Owners, as applicable, relates solely to a possible exercise of rights under this Indenture or the other Basic 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 Seller shall include disclosure regarding any request that complies with the requirements of this Section 4.09 received during the related Collection Period from a Noteholder or Note Owner to communicate with other Noteholders or Note Owners, as applicable, related to the Noteholders or Note Owners exercising their rights under the terms of the Basic 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 Noteholder or Note Owner, as applicable, stating that such Noteholder or Note Owner, as applicable, is interested in communicating with other Noteholders or Note Owners, as applicable, with regard to the possible exercise of rights under the Basic Documents, and (z) a description of the method other Noteholders or Note Owners, as applicable, may use to contact the requesting Noteholder or Note Owner.

SECTION 4.10 Annual Statement as to Compliance; Notice of Default.

(a) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee[, the [Swap Counterparty][Cap Provider]] and each Rating Agency, within 90 days after the end of each fiscal year of the Servicer, beginning with the fiscal year ending March 31, 20[_], an Officer’s Certificate with respect to the prior fiscal year of the Servicer (or with respect to the initial Officer’s Certificate, the period from the date of the initial issuance of the Notes to March 31, 20[_]), providing the information required under Item 1123 of Regulation AB.

(b) The Servicer shall deliver to the Issuer, the Owner Trustee, the Indenture Trustee[, the [Swap Counterparty][Cap Provider]] and each Rating Agency, promptly after having obtained knowledge thereof, written notice (in the form of an Officer’s Certificate) of any event that with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 8.01. Except to the extent set forth in this Section 4.10(b) of this Agreement and Section 5.01 of the Indenture, the Basic Documents do not require any policies or procedures to monitor any performance or other triggers and Events of Default.

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(c) The Servicer will deliver to the Issuer, within 90 days after the end of each fiscal year of the Servicer, beginning with the fiscal year ending March 31, 20[_], a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding fiscal year, including disclosure of any material instance of non-compliance identified by the Servicer, as required under paragraph (b) of Rule 13a-18 and Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB.

(d) The Indenture Trustee will deliver to the Issuer, on or before June 15th of each calendar year, commencing in 20[__], a report regarding the Indenture Trustee’s assessment of compliance with the applicable Servicing Criteria during the immediately preceding fiscal year, including disclosure of any material instance of non-compliance identified by the Indenture Trustee, as required under paragraph (b) of Rule 13a-18 and Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB.

SECTION 4.11 Annual Registered Public Accounting Firm Attestation.

(a) On or before the 90th day following the end of each fiscal year, beginning with the fiscal year ending March 31, 20[_], the Servicer shall cause a firm of independent registered public accountants (who may also render other services to the Servicer, the Seller or their respective Affiliates) to furnish to the Issuer, with a copy to the Indenture Trustee, the Servicer and the Seller, each attestation report on assessments of compliance with the Servicing Criteria with respect to the Servicer or any Affiliate thereof during the related fiscal year delivered by such accountants pursuant to paragraph (c) of Rule 13a-18 or Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB. The certification required by this paragraph may be replaced by any similar certification using other procedures or attestation standards which are now or in the future in use by servicers of comparable assets, or which otherwise comply with any rule, regulation, “no action” letter or similar guidance promulgated by the Commission.

The Servicer, however, shall not be obligated to add as an addressee or reliance party with respect to any report described above any Person who does not comply with or agree to the required procedures of such firm of independent certified public accountants, including but not limited to execution of engagement letters or access letters regarding such reports.

(b) On or before June 15th of each calendar year, commencing in 20[__], the Indenture Trustee shall cause a firm of independent registered public accountants (who may also render other services to the Indenture Trustee) to furnish to the Issuer, with a copy to the Servicer and the Seller, an attestation report on assessment of compliance with the applicable Servicing Criteria with respect to the Indenture Trustee during the immediately preceding fiscal year delivered by such accountants pursuant to paragraph (c) of Rule 13a-18 or Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB. The certification required by this paragraph may be replaced by any similar certification using other procedures or attestation standards which are now or in the future in use by servicers of comparable assets, or which otherwise comply with any rule, regulation, “no action” letter or similar guidance promulgated by the Commission.

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SECTION 4.12 Appointment of Subservicer. So long as NMAC acts as the Servicer, the Servicer may at any time without notice or consent delegate (a) any or all of its duties under this Agreement to any of its Affiliates or (b) specific duties as servicer under this Agreement through subcontractors; provided, however, that no such delegation or subcontracting shall relieve the Servicer of its responsibilities with respect to such duties as to which the Servicer shall remain primarily responsible with respect thereto. For any servicing activities delegated to third parties in accordance with this Section 4.12, the Servicer shall follow such policies and procedures to monitor the performance of such third parties and compliance with such servicing activities as the Servicer follows with respect to comparable motor vehicle receivables serviced by the Servicer for its own account.

SECTION 4.13 Fidelity Bond. The Servicer shall not be required to maintain a fidelity bond or error and omissions policy.

SECTION 4.14 Administrator Compensation. The Servicer shall pay the Administrative Agent compensation pursuant to Section 3 of the Administration Agreement.

ARTICLE V.

Distributions; Accounts;

Statements to the Certificateholders and the Noteholders

SECTION 5.01 Establishment of Accounts.

(a) The Servicer shall cause to be established the following accounts:

(i) For the benefit of the Securityholders [and the [Swap Counterparty][Cap Provider]] in the name of the Indenture Trustee, an account (the “Collection Account”), which shall be an Eligible Account initially established with the [Securities Intermediary] [Indenture Trustee].

(ii) For the benefit of the Securityholders [and the Swap Counterparty] in the name of the Indenture Trustee, an account (the “Reserve Account”), which shall be an Eligible Account initially established with the [Securities Intermediary] [Indenture Trustee].

(b) All amounts held in the Collection Account and the Reserve Account (collectively, the “Accounts”) shall, to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments in accordance with Section 8.03 of the Indenture. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Collection Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect.

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(c) If, at any time, the Collection Account or the Reserve Account ceases to be an Eligible Account, the Indenture Trustee (or the Servicer on its behalf) within thirty (30) calendar days (or any longer period if the Rating Agency Condition is satisfied with respect to such longer period), shall establish a new Eligible Account meeting the conditions specified above and transfer (or direct the Indenture Trustee to transfer) any monies, instruments, securities, security entitlements, documents, certificates of deposit and other property to such new Eligible Account. The Indenture Trustee or the Owner Trustee, as applicable, shall assist the Servicer with the moving of Accounts described in the preceding sentence.

(d) Earnings on investment of funds in the Collection Account and the Reserve Account shall be paid to the Servicer as additional servicing compensation, and any losses and investment expenses shall be charged against the funds on deposit in the Collection Account or the Reserve Account, as applicable.

(e) Except for the Collection Account and the Reserve Account, there are no accounts required to be maintained under the Basic Documents.

(f) The Indenture Trustee shall transfer all amounts remaining on deposit in the Collection Account on the Distribution Date on which the Notes of all Classes have been paid in full [and after payment of any outstanding Net Swap payments to the Swap Counterparty under the Interest Rate Swap Agreement and after payment of any Swap Termination Payments, if any, to the Swap Counterparty under the Interest Rate Swap Agreement] (or when substantially all of the Collateral is otherwise released from the lien of the Indenture) to the Designated Account, and take all necessary or appropriate actions to transfer all of its right, title and interest in the Collection Account, all funds or investments held therein and all proceeds thereof, whether or not on behalf of the Securityholders [or the Swap Counterparty], to the Owner Trustee for the benefit of the Certificateholders, subject to the limitations set forth in the Indenture with respect to amounts held for payment to Noteholders that do not promptly deliver a Note for payment on such Distribution Date. After the transfer to the Designated Account described in the immediately preceding sentence, references in this Agreement to “Collection Account” shall be deemed to be references to the “Designated Account.”

(g) With respect to the Accounts and all property held therein, the Issuer agrees, by its acceptance hereof that, on the terms and conditions set forth in the Indenture, for so long as Notes of any Class remain outstanding [and payments are owing to the Swap Counterparty under the Interest Rate Swap Agreement], the Indenture Trustee shall possess all right, title and interest therein (excluding interest or investment income thereon payable to the Servicer or the Seller, as the case may be), and the Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders [and][,] the Certificateholders [and the Swap Counterparty], as the case may be, as set forth in the Indenture. The parties hereto agree that the Servicer shall have the power, revocable by the Indenture Trustee or by the Issuer with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account for the purpose of permitting the Servicer, Indenture Trustee, Issuer or the Owner Trustee to carry out its respective duties hereunder or under the Indenture or the Trust Agreement, as the case may be.

39 (NAROT 20[ ]-[ ] Sale and Servicing Agreement)

Notwithstanding the foregoing, the Servicer shall be entitled to withhold, or to be reimbursed from amounts otherwise payable into or on deposit in the Collection Account, as the case may be, amounts previously deposited in the Collection Account but later determined to have resulted from mistaken deposits or posting.

(h) With respect to the Account Property, the parties hereto agree that:

(i) any Account Property that consists of uninvested funds shall be held solely in Eligible Accounts and, except as otherwise provided herein, each such Eligible Account shall be subject to the exclusive custody and control of the Indenture Trustee, and, except as otherwise provided in the Basic Documents, the Indenture Trustee or its designee shall have sole signature authority with respect thereto;

(ii) any Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee or its designee, in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or any such designee;

(iii) any Account Property that is an “uncertificated security” under Article 8 of the UCC and that is not governed by clause (iv) below shall be delivered to the Indenture Trustee or its designee in accordance with paragraph (c) of the definition of “Delivery” and shall be maintained by the Indenture Trustee or such designee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its designee’s) ownership of such security on the books of the issuer thereof;

(iv) any Account Property that is an uncertificated security that is a “book-entry security” (as such term is defined in Federal Reserve Bank Operating Circular No. 7) held in a securities account at a Federal Reserve Bank and eligible for transfer through the Fedwire^® Securities Service operated by the Federal Reserve System pursuant to Federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of “Delivery” and shall be maintained by the Indenture Trustee or its designee or a securities intermediary (as such term is defined in Section 8-102(a)(14) of the UCC) acting solely for the Indenture Trustee or such designee, pending maturity or disposition, through continued book-entry registration of such Account Property as described in such paragraph; and

(v) to the extent any Account Property is credited to a securities account, the account agreement establishing such securities account shall provide that the account agreement is governed by the law of the State of New York, the Indenture Trustee has control within the meaning of Section 8-106(d)(2) of the UCC, and that the law of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention.

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(i) [The Indenture Trustee, to the extent it is acting in the capacity of securities intermediary with respect to Account Property, covenants and agrees that:

(i) it is a “securities intermediary,” as such term is defined in Section 8-102(a)(14)(ii) of the relevant UCC;

(ii) pursuant to Section 8-110(e)(1) of the relevant UCC for purposes of Article 8 of the UCC, the jurisdiction of the Indenture Trustee as “securities intermediary” is the State of New York; and

(iii) it has, at the time of entry into this Agreement, one or more offices in the United States of America engaged in a business or other regular activity of maintaining securities accounts.]

To the extent that there are any other agreements with the Indenture Trustee governing the Accounts, the parties agree that each and every such agreement is hereby amended to provide that, with respect to the Accounts, the law applicable to all issues specified in Article 2(1) of the Hague Securities Convention shall be the laws of the State of New York.

SECTION 5.02 Collections.

(a) Except as otherwise provided in this Agreement, the Servicer shall remit to the Collection Account all Collections (other than payments on Repurchased Receivables) not later than the second Business Day after identification thereof; provided, however, that if the Monthly Remittance Condition is satisfied, then the Servicer shall not be required to deposit into the Collection Account an amount equal to the Collections received during the related Collection Period until the Business Day before each Distribution Date. The “Monthly Remittance Condition” shall be deemed to be satisfied if (i) NMAC is the Servicer and (ii) NMAC’s short-term unsecured debt obligations are rated [at least “F2” by Fitch[,] [and]] [at least “P-1” by Moody’s] [and at least “A-1” by S&P]. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which the Monthly Remittance Condition is not satisfied, all Collections then held by the Servicer shall be immediately deposited into the Collection Account and all future Collections on or in respect of the Receivables (other than payments on Repurchased Receivables) and all Net Liquidation Proceeds shall be remitted by the Servicer to the Collection Account not later than the second Business Day after identification thereof. Notwithstanding the foregoing, the Servicer may remit Collections to the Collection Account on any other alternate remittance schedule (but not later than the related Distribution Date) if the Rating Agency Condition is satisfied with respect to such alternate remittance schedule. Pending deposit into the Collection Account, Collections may be commingled and used by the Servicer at its own risk and are not required to be segregated from its own funds.

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(b) [The Indenture Trustee will promptly, on the date of receipt, deposit into the Collection Account all Net [Swap][Cap] Receipts received by it under the Interest Rate [Swap][Cap] Agreement in immediately available funds.]

SECTION 5.03 Application of Collections. All Collections for the related Collection Period with respect to each Receivable shall be posted to the Servicer’s Obligor records in accordance with the Servicer’s Customary Servicing Practices.

SECTION 5.04 [Reserved].

SECTION 5.05 Additional Deposits.

(a) The following additional deposits shall be made to the Collection Account: (i) NMAC shall remit the aggregate Repurchase Payments with respect to Repurchased Receivables pursuant to Section 4.3 of the Purchase Agreement; (ii) the Servicer shall remit (A) the aggregate Repurchase Payments with respect to Repurchased Receivables pursuant to Section 4.06 and (B) the cash amount required upon any optional purchase of the Receivables by the Servicer, or any Successor Servicer, pursuant to Section 9.01; and (iii) the Indenture Trustee shall transfer [(A)] the amounts described in Sections 5.06 and 5.07 from the Reserve Account to the Collection Account pursuant to Section 5.07 [and (B) the amounts on deposit in the [Swap][Cap] Termination Payment Account, if any, to the Collection Account].

(b) All deposits required to be made pursuant to Section 5.05(a) by NMAC or the Servicer, as the case may be, may be made in the form of a single deposit and shall be made in immediately available funds, no later than 5:00 P.M., New York City time, on the Business Day immediately preceding the related Distribution Date. At the direction of the Servicer, the Relevant Trustee shall invest such amounts in Eligible Investments in accordance with Section 5.01(b).

(c) [The Servicer will promptly, on the date of receipt, deposit into the Collection Account any Net [Swap][Cap] Receipts received by the Servicer from the [Swap Counterparty][Cap Provider], if any.]

(d) So long as NMAC is the Servicer, NMAC (as Servicer or in any other capacity) may make the remittances pursuant to Sections 5.02 and 5.05(a) above net of amounts to be distributed to the Servicer or its Affiliates pursuant to Section 5.06 and may pay the Optional Purchase Price pursuant to Section 9.01(a) net of amounts to be distributed to the Servicer or its Affiliates. Accounts between the Servicer and such Affiliates will be adjusted accordingly. Nonetheless, the Servicer shall account for all of the above described remittances and distributions (except for the Supplemental Servicing Fee to the extent that the Servicer is entitled to retain such amounts) in the Servicer’s Certificate as if the amounts were deposited and/or transferred separately.

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SECTION 5.06 Payments and Distributions.

(a) Prior to any acceleration of the Notes pursuant to Section 5.02 of the Indenture, on each Distribution Date, the Relevant Trustee (based on information contained in, and as directed by, the Servicer’s Certificate delivered on or before the related Determination Date) shall make the following deposits and distributions, to the extent of Available Amounts on deposit in the Collection Account for such Distribution Date and with respect to the related Collection Period, in the following order of priority:

(i) to the Servicer, the Base Servicing Fee and any unpaid Base Servicing Fees from one or more prior Collection Periods;

(ii) [to the Swap Counterparty, the Net Swap Payment, if any, for such Distribution Date, such amounts to be paid from any remaining Available Amounts;]

(iii) [on a pro rata basis, (A) to the Swap Counterparty, any Senior Swap Termination Payments for such Distribution Date, and (B)] on a pro rata basis (based on the amounts distributable pursuant to this clause to each Class of Noteholders), to the Class A-1 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, to the Class A-2[a] Noteholders, the Noteholders’ Interest Distributable Amount for such Class, [to the Class A-2b Noteholders, the Noteholders’ Interest Distributable Amount for such Class,] to the Class A-3 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, and to the Class A-4 Noteholders, the Noteholders’ Interest Distributable Amount for such Class, such amounts to be paid from any remaining Available Amounts;

(iv) [to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for such Class, such amount to be paid from any remaining Available Amounts;]

(v) to the Class A-1 Noteholders until the principal amount of the Class A-1 Notes is reduced to zero, then to the Class A-2 Noteholders [(pro rata among the Class A-2a Noteholders and the Class A-2b Noteholders)], until the principal amount of the Class A-2 Notes is reduced to zero, then to the Class A-3 Noteholders, until the principal amount of the Class A-3 Notes is reduced to zero, [and] then to the Class A-4 Noteholders, until the principal amount of the Class A-4 Notes is reduced to zero, [and then to the Class B Noteholders, until the principal amount of the Class B Notes is reduced to zero,] an amount equal to the Noteholders’ Principal Distributable Amount for such Distribution Date, such amounts to be paid from any remaining Available Amounts;

(vi) to the Reserve Account, the amount, if any, necessary to increase the balance of funds therein to the Specified Reserve Account Balance with respect to such Distribution Date, such amounts to be paid from any remaining Available Amounts;

(vii) [to the Swap Counterparty, any Subordinated Swap Termination Payments for such Distribution Date, to the extent of Available Amounts;]

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(viii) to the Indenture Trustee and the Calculation Agent, as applicable, any accrued and unpaid fees, expenses and indemnity payments, as applicable, due pursuant to the Indenture, but only to the extent that such fees, expenses or indemnity payments, as applicable, have not been paid by the Administrator and have been outstanding for at least sixty (60) days, such amounts to be paid from any remaining Available Amounts;

(ix) to the Owner Trustee, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Trust Agreement, but only to the extent that such fees, expenses or indemnity payments have not been paid by the Administrator and have been outstanding for at least sixty (60) days, such amounts to be paid from any remaining Available Amounts;

(x) 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 not been paid by the Sponsor and have been outstanding for at least sixty (60) days, such amounts to be paid from any remaining Available Amounts; and

(xi) any remaining Available Amounts to the Designated Account for distribution to the Certificateholders.

(b) Notwithstanding any other provision of Section 5.06(a), following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes and unless and until such acceleration has been rescinded, on each Distribution Date, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.04(b) of the Indenture.

(c) Notwithstanding the provisions of Section 5.06(b) of this Agreement and Section 5.04(b) of the Indenture, after the occurrence of an Event of Default that results in the acceleration of any Notes, on and after the date on which such acceleration has been rescinded, on each Distribution Date, the Relevant Trustee shall make payments and distributions from the Collection Account in accordance with Section 5.06(a).

SECTION 5.07 Reserve Account.

(a) On each Distribution Date, the Relevant Trustee will deposit Available Amounts into the Reserve Account pursuant to Section 5.06(c) as provided in the Servicer’s Certificate, until the amount on deposit therein equals the Specified Reserve Account Balance.

(b) On each Distribution Date, to the extent that amounts on deposit in the Collection Account are insufficient to fully fund the payments and distributions described in clauses (i) through [(v)] of Section 5.06(a) of this Agreement or clauses (1) through [(7)] of Section 5.04(b) of the Indenture, the Relevant Trustee will withdraw amounts then on deposit in the Reserve Account, up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses.

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(c) On each Distribution Date, as provided in the Servicer’s Certificate, the Relevant Trustee will release to the Certificateholders any amounts remaining on deposit in the Reserve Account in excess of the Specified Reserve Account Balance. Upon the payment in full of the Notes under the Indenture [and payment of any Net Swap Payments and Swap Termination Payments (if any) to the Swap Counterparty under an Interest Rate Swap Agreement], as directed in writing by the Servicer, the Relevant Trustee will deposit into the Designated Account for distribution to the Certificateholders any amounts remaining on deposit in the Reserve Account and all rights to the Reserve Account and all other collateral registered or held therein shall vest in the Certificateholders. Upon any such distribution to the Certificateholders, the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders[, the [Swap Counterparty][Cap Provider]] and the Relevant Trustee will have no further rights in, or claims to, such amounts.

SECTION 5.08 Statements to Certificateholders and Noteholders.

(a) On each Distribution Date, the Indenture Trustee shall include with each distribution to each Noteholder (or make available on its investor website) and the Owner Trustee (or, if the Indenture Trustee is the Paying Agent with respect to the Certificates, the Indenture Trustee) shall include with each distribution to each Certificateholder a statement (which statement may be the Servicer’s Certificate and which statement shall also be provided to the Servicer and the Servicer will thereafter deliver or otherwise make available a copy of such statement to each Rating Agency) based on information in the Servicer’s Certificate furnished pursuant to Section 4.08, setting forth for the Collection Period relating to such Distribution Date the following information:

(i) the amount of the payment allocable to the principal amount of each Class of Notes;

(ii) the amount of the payment allocable to interest on or with respect to each Class of Notes;

(iii) [the YSOC Amount;]

(iv) the Pool Balance as of the close of business on the last day of the related Collection Period;

(v) [the Adjusted Pool Balance as of the close of business on the last day of the related Collection Period;]

(vi) the amount of the Base Servicing Fee paid to the Servicer with respect to the related Collection Period, the amount of any unpaid Base Servicing Fees and the change in such amount from that of the prior Distribution Date and the amount of the Supplemental Servicing Fee, if any, paid to the Servicer with respect to the related Collection Period;

(vii) the Noteholders’ Interest Carryover Shortfall and the Noteholders’ Principal Carryover Shortfall, if any, with respect to each Class of Notes, and the change in such amounts from the preceding Distribution Date;

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(viii) the Outstanding Amount, the Note Factor and the Note Pool Factor with respect to each Class of Notes, and the Certificate Balance, the Certificate Factor and the Certificate Pool Factor with respect to the Certificates, in each case after giving effect to all payments in respect of principal on such Distribution Date;

(ix) the balance of the Reserve Account on such Distribution Date, after giving effect to changes thereto on such Distribution Date and the amount of such changes;

(x) the amount of defaults and net losses on the Receivables for the related Collection Period;

(xi) the number of delinquencies on the Receivables as a percentage of the number of Receivables;

(xii) the aggregate Principal Balance of 60-Day Delinquent Receivables for such Distribution Date;

(xiii) the Delinquency Percentage;

(xiv) the Delinquency Trigger [for such Distribution Date];

(xv) any material changes in practices with respect to charge-offs, collection and management of delinquent Receivables, and the effect of any grace period, re-aging, re-structuring, partial payments or other practices on delinquency and loss experience;

(xvi) any material modifications, extensions or waivers to Receivables terms, fees, penalties or payments during the Collection Period; [and]

(xvii) any material breaches of representations, warranties or covenants with respect to the Receivables[.] [; and]

(xviii) [the amount of the Net [Swap][Cap] Receipts, if any, [the Net Swap Payment, if any,] the Senior Swap Termination Payment, if any, the Subordinated Swap Termination Payment, if any, and the [Swap][Cap] Termination Payment, if any.]

(b) Copies of such statements may be obtained by the Certificateholders or the Note Owners from the Owner Trustee or the Indenture Trustee, as the case may be, by a request in writing. The Owner Trustee or the Indenture Trustee, as the case may be, shall provide such copies promptly after such requests.

(c) No disbursements shall be made directly by the Servicer to a Noteholder, and the Servicer shall not be required to maintain any investor record relating to the posting of disbursements or otherwise.

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ARTICLE VI.

The Seller

SECTION 6.01 Representations of Seller. The Seller makes the following representations on which the Issuer is deemed to have relied in acquiring the Receivables. The representations speak as of the Closing Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

(a) Organization and Good Standing. The Seller is duly organized, validly existing and in good standing under the laws of the state of its formation, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and has, power, authority and legal right to acquire and own the Receivables.

(b) Due Qualification. The Seller is duly qualified to do business as a foreign entity in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify would have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement.

(c) Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and to carry out its terms. The Seller has full power and authority to sell and assign the property to be sold and assigned to and deposited as part of the Owner Trust Estate, and has duly authorized such sale and assignment to the Issuer by all necessary action; and the execution, delivery and performance of this Agreement has been duly authorized by the Seller by all necessary action.

(d) Valid Sale; Binding Obligations. This Agreement evidences a valid sale, transfer and assignment of the Receivables, enforceable against creditors of and purchasers from the Seller (other than a good faith purchaser for value in the ordinary course of business who takes actual possession of one or more Receivables); and this Agreement is a legal, valid and binding obligation of the Seller enforceable in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general equitable principles, regardless of whether such enforceability shall be considered in a proceeding in equity or law.

(e) No Violation. The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the governing documents of the Seller, or any indenture, agreement or other instrument to which the Seller is a party or by which it shall be bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than the Basic Documents); nor violate any law or, to the best of the Seller’s knowledge, any order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties; which breach, default, conflict, Lien or violation in any case would have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement.

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(f) No Proceedings. There are no proceedings or investigations pending, or, to the Seller’s knowledge, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties: (i) asserting the invalidity of this Agreement, the Trust Agreement, the Indenture, [any Interest Rate [Swap][Cap] Agreement,] the Certificates or the Notes; (ii) seeking to prevent the issuance of the Certificates, [any Interest Rate [Swap][Cap] Agreement] or the Notes or the consummation of any of the transactions contemplated by this Agreement, the Trust Agreement, the Indenture, [any Interest Rate [Swap][Cap] Agreement,]; (iii) seeking any determination or ruling that would materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement, the Trust Agreement, the Indenture, [any Interest Rate [Swap][Cap] Agreement,] the Certificates or the Notes; or (iv) relating to the Seller and that would adversely affect the federal or any state income tax attributes of the Issuer, the Certificates or the Notes.

(g) Valid Assignment. The Receivables and the other Purchased Assets have been validly assigned by NMAC to the Seller pursuant to the Purchase Agreement and the Receivables and the other Transferred Assets have been validly assigned by the Seller to the Issuer pursuant to this Agreement.

(h) Accuracy of Information. The information set forth in the Schedule of Receivables was true and correct in all material respects as of the opening of business on the Cut-off Date.

(i) No Adverse Selection. No selection procedures believed to be adverse to the Securityholders were used to select the Receivables and other Purchased Assets.

(j) Good Title. Immediately prior to the transfer and assignment herein contemplated, the Seller had good and marketable title to the Receivables and other Transferred Assets free and clear of all Liens, and immediately upon the transfer thereof, the Issuer, for the benefit of the Noteholders, the Certificateholders, shall have good and marketable title to the Transferred Assets, free and clear of all Liens and adverse interests of others.

(k) No Liens. Other than the security interest granted to the Issuer pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables or other Transferred Assets to any other Person. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Receivables or other Transferred Assets other than any financing statement relating to the security interest granted to the Issuer hereunder or a financing statement as to which the security interest covering the Receivables or other Transferred Assets has been released. The Seller is not aware of any judgment or tax lien filings against the Seller.

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SECTION 6.02 Compliance with Organizational Documents. The Seller agrees with the Certificateholders, the Note Owners and each Rating Agency that the Seller shall at all times comply with its organizational documents.

SECTION 6.03 Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. The Seller shall indemnify, defend and hold harmless the Trust, the Owner Trustee and the Indenture Trustee (in such role and as Successor Servicer) from and against any taxes that may at any time be asserted against any such Person with respect to, as of the date hereof, the sale of the Receivables to the Issuer or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes and any and all other taxes levied or assessed upon the Issuer or upon all or any part of the Collateral (but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes arising out of the transactions contemplated by this Agreement and the Basic Documents) and costs and expenses in defending against the same.

Indemnification under this Section 6.03 shall survive the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation (including the costs of defending any claim or bringing any claim to enforce the Seller’s indemnity obligations hereunder). If the Seller shall have made any indemnity payment to any Person entitled thereto pursuant to this Section 6.03 and such Person thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest (except to the extent the recipient collects interest from others).

Promptly after receipt by a party indemnified under this Section 6.03 (for purposes of this paragraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim is to be made in respect thereof against the Seller under this Section 6.03, notify the Seller of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 6.03 and it notifies the Seller of the commencement thereof, the Seller will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Seller), and the Seller will not be liable to such Indemnified Party under this Section 6.03 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 6.03 shall survive the termination of this Agreement or the resignation or removal of the Owner Trustee or the Indenture Trustee (in such role and as Successor Servicer) and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section 6.03 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest (except to the extent received by such Person).

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The Seller’s obligations under this Section 6.03 are obligations solely of the Seller and will not constitute a claim against the Seller to the extent that the Seller does not have funds sufficient to make payment of such obligations. In furtherance of and not in derogation of the foregoing, the Issuer, the Servicer, the Indenture Trustee and the Owner Trustee, by entering into or accepting this Agreement, acknowledge and agree that they have no right, title or interest in or to the Other Assets of the Seller. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest, claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee, as applicable, further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Seller), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement will be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Issuer, the Servicer, the Indenture Trustee and the Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 6.03 and the terms of this Section 6.03 may be enforced by an action for specific performance. The provisions of this Section 6.03 will be for the third party benefit of those entitled to rely thereon and will survive the termination of this Agreement.

SECTION 6.04 Merger or Consolidation of, or Assumption of the Obligations of, Seller. Subject to Section 6.02, any Person (i) into which the Seller may be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the Seller shall be a party, (iii) succeeding to the business of the Seller or (iv) that is a corporation more than 50% of the voting stock of which is owned directly or indirectly by Nissan, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, will be the successor to the Seller under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement; provided, however, that (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 6.01 shall have been breached, (y) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s Certificate stating that such consolidation, merger or succession and such agreement or assumption comply with this Section 6.04 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with and (z) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, based on customary qualifications and assumptions, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to fully perfect the interest of the Issuer and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. The Seller shall provide notice of any merger, consolidation or succession pursuant to this Section 6.04 to the Servicer and the Servicer shall provide notice thereof to each Rating Agency.

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SECTION 6.05 Limitation on Liability of Seller and Others.

(a) Neither the Seller nor any of the managers, officers, employees or agents of the Seller shall be under any liability to the Trust, the Certificateholders or the Noteholders [or the [Swap Counterparty][Cap Provider]], except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Seller or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Seller and any manager, officer, employee or agent of the Seller may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement.

(b) The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under this Agreement, and that in its opinion may cause it to incur any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties to this Agreement and the interests of the Certificateholders and the Noteholders under this Agreement. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Servicer, and the Servicer will not be entitled to be reimbursed therefor.

SECTION 6.06 Seller May Own Certificates or Notes. The Seller and any Affiliate of the Seller may in its individual or any other capacity become the owner or pledgee of Certificates or Notes with the same rights as it would have if it were not the Seller or an Affiliate thereof, except as otherwise provided in the Basic Documents. Certificates or Notes so owned by or pledged to the Seller or such controlling or commonly controlled Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority or distinction as among all of the Certificates or the Notes, as the case may be, except as otherwise expressly provided in the Basic Documents.

SECTION 6.07 Sarbanes-Oxley Act Requirements. To the extent any documents are required to be filed or any certification is required to be made with respect to the Issuer or the Notes pursuant to the Sarbanes-Oxley Act, the Issuer hereby authorizes the Servicer and the Seller, or either of them, to prepare, sign, certify and file any such documents or certifications on behalf of the Issuer.

ARTICLE VII.

The Servicer

SECTION 7.01 Representations of Servicer. The Servicer makes the following representations, which speak as of the Closing Date and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

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(a) Organization and Good Standing. The Servicer is duly organized, validly existing and in good standing under the laws of the state of its formation, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and has, power, authority and legal right to acquire, own, sell and service the Receivables and to hold the Receivable Files as custodian on behalf of the Issuer and the Indenture Trustee.

(b) Due Qualification. The Servicer is duly qualified to do business as a foreign entity in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business relating to the servicing of the Receivables as required by this Agreement shall require such qualifications and where the failure to so qualify would have a material adverse effect on the ability of the Servicer to perform its obligations under this Agreement.

(c) Power and Authority. The Servicer has the power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have been duly authorized by the Servicer by all necessary action.

(d) Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Servicer enforceable in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general equitable principles, regardless of whether such enforceability shall be considered in equity or law.

(e) No Violation. The consummation of the transactions contemplated by this Agreement, and the fulfillment of the terms hereof, do not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the governing documents of the Servicer, or any indenture, agreement or other instrument to which the Servicer is a party or by which it shall be bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than the Basic Documents); nor violate any law or any order, rule or regulation applicable to the Servicer of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or its properties; which breach, default, conflict, Lien or violation in any case would have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement.

(f) No Proceedings. There are no proceedings or investigations pending, or, to the Servicer’s knowledge, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or its properties: (i) asserting the invalidity of this Agreement, the Trust Agreement, the Indenture, the Purchase Agreement, [the Interest Rate [Swap][Cap] Agreement(s),] the Certificates or the Notes; (ii) seeking to prevent the issuance of the Certificates or the Notes or the consummation of any of the transactions contemplated by this Agreement, the Trust Agreement, the Indenture[, the Interest Rate [Swap][Cap] Agreement(s),] or the Purchase Agreement; (iii) seeking any determination or ruling that would materially and adversely affect the performance by the Servicer of its obligations under, or the validity or enforceability of, this Agreement, the Trust Agreement, the Indenture, the Purchase Agreement, [the Interest Rate [Swap][Cap] Agreement(s),] the Certificates or the Notes; or (iv) relating to the Servicer and that would adversely affect the federal or any state income tax attributes of the Certificates or the Notes.

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SECTION 7.02 Indemnities of Servicer. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement:

(a) The Servicer shall defend, indemnify and hold harmless the Owner Trustee, the Indenture Trustee, [and] the Trust, [the [Swap Counterparty][Cap Provider],] from and against any and all costs (including reasonable attorneys’ fees), expenses, losses, damages, claims and liabilities, including any legal fees and expenses incurred in connection with the enforcement by such Person of any indemnification or other obligation of the Servicer (collectively, “Damages”) arising out of or resulting from the use, ownership or operation by the Servicer or any of its Affiliates (other than the Trust) of a Financed Vehicle.

(b) The Servicer shall indemnify, defend and hold harmless the Owner Trustee, the Indenture Trustee, [the [Swap Counterparty][Cap Provider],] and the Issuer from and against any and all Damages to the extent that such Damage arose out of, or was imposed upon, the Owner Trustee, the Indenture Trustee, [the [Swap Counterparty][Cap Provider]] and the Trust, through the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement.

Promptly after receipt by a party indemnified under this Section 7.02 (for purposes of this paragraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the Servicer under this Section 7.02, notify the Servicer of the commencement thereof. If any such action is brought against any Indemnified Party under this Section 7.02 and it notifies the Servicer of the commencement thereof, the Servicer will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an Opinion of Counsel to the Indemnified Party stating that there is, a conflict of interest, be counsel to the Servicer), and the Servicer will not be liable to such Indemnified Party under this Section 7.02 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The obligations set forth in this Section 7.02 shall survive the termination of this Agreement or the resignation or removal of the Servicer, the Owner Trustee or the Indenture Trustee and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section 7.02 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest (except to the extent received by such Person).

Indemnification under this Section 7.02 by NMAC (or any successor thereto pursuant to Section 7.03) as Servicer, with respect to the period such Person was the Servicer, shall survive the termination of such Person as Servicer or a resignation by such Person as Servicer as well as the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section 7.02 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts to the Servicer, without interest (except to the extent the recipient collects interest from others).

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SECTION 7.03 Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (i) into which the Servicer may be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the Servicer shall be a party, (iii) succeeding to the business of the Servicer, or (iv) so long as NMAC acts as Servicer, that is a corporation more than 50% of the voting stock of which is owned directly or indirectly by Nissan, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Servicer under this Agreement, will be the successor to the Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement; provided, however, that (x) the Servicer shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s Certificate stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 7.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (y) the Servicer shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, based on customary qualifications and assumptions, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee in the Receivables, and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to perfect such interest. The Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section 7.03 to each Rating Agency.

SECTION 7.04 Limitation on Liability of Servicer and Others.

(a) Neither the Servicer nor any of the managers, officers, employees or agents of the Servicer shall be under any liability to the Trust, the Certificateholders or the Noteholders[ or the [Swap Counterparty][Cap Provider]], or any other Person, except as expressly provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any manager, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement.

(b) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may cause it to incur any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of the Basic Documents and the rights and duties of the parties to the Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Servicer, and the Servicer will not be entitled to be reimbursed therefor.

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SECTION 7.05 NMAC Not To Resign as Servicer. Subject to the provisions of Section 7.03, NMAC shall not resign from the obligations and duties hereby imposed on it as Servicer under this Agreement except upon determination that the performance of its duties under this Agreement shall no longer be permissible under applicable law. Notice of any such determination permitting the resignation of NMAC shall be communicated to the Owner Trustee and the Indenture Trustee at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time), and any such determination shall be evidenced by an Opinion of Counsel to such effect delivered to the Owner Trustee and the Indenture Trustee concurrently with or promptly after such notice. No such resignation shall become effective until the Indenture Trustee or a Successor Servicer shall (i) have taken the actions required by Section 8.01 of this Agreement to effect the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received with respect to a Receivable and the delivery of the Receivable Files, and the related accounts and records maintained by the Servicer and (ii) have assumed the responsibilities and obligations of NMAC as Servicer under this Agreement in accordance with Section 8.02 of this Agreement.

ARTICLE VIII.

Default

SECTION 8.01 Servicer Default. If any one of the following events (a “Servicer Default”) shall occur and be continuing:

(a) any failure by the Servicer to deliver or cause to be delivered to the Relevant Trustee for deposit in any of the Accounts any required payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of ten Business Days after (i) receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance or (ii) discovery of such failure by an Authorized Officer of the Servicer;

(b) any failure by the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure shall materially and adversely affect the rights of the Securityholders and shall continue unremedied for a period of 90 days after receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance; provided, however, that a failure under this clause (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer Default if such failure was caused by force majeure or other similar occurrence; or

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(c) the occurrence of an Insolvency Event with respect to the Servicer;

then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing a majority of the Outstanding Amount of the Notes, acting together as a single Class or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement) may terminate all of the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 8.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or thereafter received with respect to the Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related accounts and records maintained by the predecessor Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as described in the immediately preceding sentence.

SECTION 8.02 Appointment of Successor.

(a) Upon the Servicer’s receipt of notice of termination pursuant to Section 8.01 or the Servicer’s resignation in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the earlier of (i) the date 45 days from the delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and

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(ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s resignation or termination hereunder, the Indenture Trustee (or, if no Notes are Outstanding, the Issuer acting upon the direction of Holders of Certificates evidencing not less than a majority of the Certificate Balance) shall appoint a Successor Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 8.02(b)) by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee and shall provide in writing the information reasonably required by the Seller to comply with its reporting obligations under the Exchange Act with respect to a replacement servicer. If a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section 8.02, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to the Base Servicing Fee. Notwithstanding the above, the Indenture Trustee (or, if no Notes are Outstanding, the Issuer acting upon the direction of Holders of Certificates evidencing not less than a majority of the Certificate Balance) shall, if it is unwilling or legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, and the predecessor Servicer, if no successor Servicer has been appointed at the time the predecessor Servicer has ceased to act, may petition a court of competent jurisdiction to appoint any established institution having a net worth of not less than $100,000,000 and whose regular business shall include the servicing of automobile and/or light-duty truck receivables, as the successor to the Servicer under this Agreement.

(b) Upon appointment, the Successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled, subject to the arrangements referred to in paragraph (c) below, to the servicing fee and all the rights granted to the predecessor Servicer by the terms and provisions of this Agreement and (ii) become the Administrator under the Administration Agreement in accordance with Section 8 of such Agreement. Notwithstanding anything to the contrary contained herein or in the Basic Documents, if the Indenture Trustee shall act as Successor Servicer, it shall not, in any event, have obligations (i) to pay any fees, expenses and other amounts owing to the Administrator, (ii) to pay any indemnities owed pursuant to Section 3.03 or Section 7.02, or (iii) to repurchase Receivables pursuant to Section 4.06 if such repurchase obligations are due to the actions or omissions of the predecessor Servicer.

(c) In connection with such appointment, the Issuer may make such arrangements for the compensation of such Successor Servicer out of payments on Receivables as it and such Successor Servicer shall agree; provided, however, that no such compensation shall be in excess of that permitted the predecessor Servicer under this Agreement. The Issuer, the Indenture Trustee and such Successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

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SECTION 8.03 Notification . Upon any termination of, or appointment of a successor to, the Servicer pursuant to this Article VIII, the Owner Trustee shall give prompt written notice thereof to the Certificateholders and the Indenture Trustee shall give prompt written notice thereof to the Noteholders and the Asset Representations Reviewer and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement).

SECTION 8.04 Waiver of Past Defaults. The Holders of Notes evidencing a majority of the Outstanding Amount of the Notes, or, in the case of any Servicer Default which does not adversely affect the Indenture Trustee or the Noteholders, the Holders of Certificates evidencing a majority of the Certificate Balance, may, on behalf of all the Noteholders and the Certificateholders, waive in writing any default by the Servicer in the performance of its obligations hereunder and its consequences, except a default in making any required deposits to or payments from the Collection Account in accordance with this Agreement. Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereto.

ARTICLE IX.

Termination; Release of Receivables

SECTION 9.01 Optional Purchase of All Receivables.

(a) On each Distribution Date following the last day of a Collection Period as of which the Pool Balance shall be less than or equal to the Optional Purchase Percentage multiplied by the Original Pool Balance, NMAC, as Servicer, shall have the option to purchase, or cause to be purchased (the “Optional Purchase”), the Collateral (other than the Reserve Account) for an amount equal to the Optional Purchase Price. To exercise such option, NMAC, as Servicer, shall notify the Owner Trustee and the Indenture Trustee of its intention to do so in writing, no later than the first Business Day of the month in which such purchase is to be effected and shall, no later than 5:00 p.m., New York City time, on the Business Day prior to the Distribution Date on which such purchase is to occur (such Distribution Date, the “Redemption Date”), deposit pursuant to Section 5.05 in the Collection Account an amount equal to the Optional Purchase Price (subject to Section 5.05), and shall succeed to all interests in and to the Collateral (other than the Reserve Account). Amounts so deposited will be paid and distributed as set forth in Section 5.06 of this Agreement.

(b) Notice of any such purchase of the Owner Trust Estate shall be given by the Owner Trustee and the Indenture Trustee to each Securityholder [and the [Swap Counterparty][Cap Provider]] as soon as practicable after their receipt of notice thereof from the Servicer. The Servicer shall also deliver a copy of such notice to each Rating Agency.

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(c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes [and [all Net Swap Payments, if any,] and any Swap Termination Payments, if any due to the Swap Counterparty], the Certificateholders will succeed to the rights of the Noteholders hereunder other than under Section 5.06 and the Owner Trustee will succeed to the rights of the Indenture Trustee provided for in this Agreement.

SECTION 9.02 Release of Receivables.

(a) Upon repurchase of any Receivable by NMAC pursuant to Section 4.3 of the Purchase Agreement or repurchase of any Receivable by the Servicer pursuant to Section 4.06 or Section 9.01, the Issuer and the Indenture Trustee on behalf of the Noteholders, shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to NMAC or the Servicer, as the case may be, all right, title and interest of the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof and the other property conveyed to the Issuer hereunder pursuant to Section 2.01 with respect to such Receivable, and all security and any records relating thereto, such assignment being an assignment outright and not for security; and NMAC or the Servicer, as applicable, shall thereupon own each such Receivable, and all such related security and records, free of any further obligation to the Issuer, the Owner Trustee, the Certificateholders, the Indenture Trustee or the Noteholders with respect thereto.

(b) The Issuer and Indenture Trustee shall execute such documents and instruments of transfer and assignment and take such other actions as shall be reasonably requested by NMAC or the Servicer, as the case may be, to effect the conveyance of such Receivable pursuant to Section 4.3 of the Purchase Agreement or 4.06 and 9.02.

SECTION 9.03 Termination.

(a) The respective obligations of the Seller, the Servicer, NMAC (so long as NMAC has rights or obligations hereunder), the Owner Trustee, and the Indenture Trustee, as the case may be, pursuant to this Agreement shall terminate upon the earliest of (i) the maturity or other liquidation of the last Receivable and the final disposition of all amounts received upon liquidation of any remaining Receivables, or (ii) the election by the Servicer to purchase the Owner Trust Estate as described in Section 9.01 and the payment or distribution to Securityholders of all amounts required to be paid to them under the Indenture or the Trust Agreement, as the case may be.

(b) Notice of any such termination under this Section 9.03 shall be given by the Indenture Trustee or the Owner Trustee to each Securityholder of record [and to the [Swap Counterparty][Cap Provider]] as specified in the Indenture or the Trust Agreement, as appropriate.

SECTION 9.04 Rights of the Certificateholders. Notwithstanding anything contained herein or in any Basic Document to the contrary, after the Notes are no longer Outstanding following payment in full of the principal and interest on the Notes and the satisfaction and discharge of the Indenture, (i) the Certificateholders will succeed to the rights of the Noteholders under this Agreement and (ii) the Owner Trustee will succeed to the rights of, but not, without its express consent, the obligations of the Indenture Trustee pursuant to this Agreement; provided, however, the Certificateholders shall not be entitled to any payments pursuant to Section 5.06 other than pursuant to Section 5.06(a)[(xi)] of this Agreement and 5.04(b)[(9)] of the Indenture.

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ARTICLE X.

Miscellaneous

SECTION 10.01 Amendment.

(a) Any term or provision of this Agreement may be amended by the Seller and the Servicer, without the consent of the Indenture Trustee, any Noteholder, the Issuer, the Owner Trustee or any other Person subject to the satisfaction of one of the following conditions:

(i) the Seller or the Servicer delivers an Officer’s Certificate or Opinion of Counsel to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; or

(ii) the Rating Agency Condition is satisfied with respect to such amendment;

provided, that no amendment pursuant to this Section 10.01 shall be effective which affects the rights, protections or duties of the Indenture Trustee, the Owner Trustee or the Asset Representations Reviewer without the prior written consent of such Person, (which consent shall not be unreasonably withheld or delayed); provided, further, that in the event that any Certificates are held by anyone other than the Administrator or any of its Affiliates, this Agreement may only be amended by the Seller and the Servicer if, in addition, (i) the Holders of the Certificates evidencing a majority of the Certificate Balance of the Certificates consent to such amendment or (ii) such amendment shall not, as evidenced by an Officer’s Certificate of the Administrator or an Opinion of Counsel delivered to the Owner Trustee, materially and adversely affect the interests of the Certificateholders.

(b) This Agreement may also be amended by the Seller and the Servicer for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders with the consent of:

(i) the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; and

(ii) the Holders of the Certificates evidencing a majority of the Certificate Balance.

It will not be necessary for the consent of Noteholders or Certificateholders to approve the particular form of any proposed amendment or consent, but it will be sufficient if such consent approves the substance thereof.

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(c) Promptly after the execution of any such amendment or consent, the Servicer shall furnish written notification of the substance of such amendment or consent to each Rating Agency.

(d) Prior to its execution of any amendment to this Agreement, each of 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 adversely affects the Owner Trustee’s or the Indenture Trustee’s, as applicable, own rights, duties or immunities under this Agreement.

(e) [The Indenture Trustee shall notify the [Swap Counterparty][Cap Provider] of any proposed amendment or supplement to this Agreement. If such proposed amendment or supplement would materially and adversely affect any of the [Swap Counterparty’s][Cap Provider’s] rights or obligations under an Interest Rate [Swap][Cap] Agreement, the Indenture Trustee shall obtain the consent of the [Swap Counterparty][Cap Provider] prior to the adoption of such amendment or supplement; provided, that the [Swap Counterparty’s][Cap Provider’s] consent to any such amendment or supplement shall not be unreasonably withheld, and provided, further, that the [Swap Counterparty’s][Cap Provider’s] consent will be deemed to have been given if the [Swap Counterparty][Cap Provider] does not object in writing within 10 days of receipt of a written request for such consent.]

(f) [Notwithstanding anything under this Section 10.01 or in any other Basic Document to the contrary, this Agreement may be amended by the Seller without the consent of any Noteholder or any other Person, and without satisfying any other provisions of this Agreement related to amendments thereto or in any other Basic Document, solely in connection with any SOFR Adjustment Conforming Changes or, following the determination of a Benchmark Replacement, any Benchmark Replacement Conforming Changes to be made by the Administrator; provided, that the Issuer has delivered notice of such amendment to the Rating Agencies and the Indenture Trustee on or prior to the date such amendment is executed; provided, further, that any such SOFR Adjustment Conforming Changes or any such Benchmark Replacement Conforming Changes will not affect the Indenture Trustee’s or the Owner Trustee’s rights, indemnities or obligations without the Indenture Trustee’s or the Owner Trustee’s consent, respectively. For the avoidance of doubt, any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes in any amendment to this agreement may be retroactive (including retroactive to the Benchmark Replacement Date) and this agreement may be amended more than once in connection with any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes.]

SECTION 10.02 Protection of Title to Trust.

(a) The Seller shall authorize and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.

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(b) The Seller and the Servicer shall notify the Owner Trustee and the Indenture Trustee within 30 days after any change of its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-507(c) of the UCC, and shall promptly file appropriate amendments to all previously filed financing statements or continuation statements.

(c) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable.

(d) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Trust, the Servicer’s master computer records that refer to any Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. The Servicer shall at all times maintain control of the Receivables constituting electronic chattel paper. Indication of these respective interests in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have become a Liquidated Receivable or been purchased by the Seller or NMAC.

(e) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to, any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee.

SECTION 10.03 Notices. All demands, notices, communications and instructions upon or to the Seller, the Servicer, the Owner Trustee, the Indenture Trustee or the Rating Agencies under this Agreement shall be in writing, personally delivered, mailed by certified mail, return receipt requested, or delivered by facsimile or electronically by email (if an email address is provided), and shall be deemed to have been duly given upon receipt in each case as specified on Schedule I to this Agreement or at such other address as shall be designated by written notice to the other parties. All notices, requests, reports, consents or other communications required to be delivered to the Rating Agencies by the Servicer hereunder shall be delivered by the Servicer 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 any other Basic Document 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).

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SECTION 10.04 Limitations on Rights of Others. The provisions of this Agreement are solely for the benefit of the Seller, the Servicer, the Issuer, the Owner Trustee, the Certificateholders, the Indenture Trustee, [and] the Noteholders, [and the [Swap Counterparty][Cap Provider]] and nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Owner Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

SECTION 10.05 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 10.06 Separate Counterparts and Electronic Signature. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. Each party agrees that this Agreement and any other documents to be delivered in connection herewith may be digitally or electronically signed, and that any digital or electronic signatures (including pdf, facsimile or electronically imaged signatures provided by a digital signature provider as specified in writing to the Indenture Trustee) appearing on this Agreement or such other documents shall have the same effect as manual signatures for the purpose of validity, enforceability and admissibility. Other than with respect to instances in which manual signatures are expressly required by this paragraph, each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any digital or electronic signature appearing on this Agreement or any other documents to be delivered in connection herewith and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof.

SECTION 10.07 Headings. The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

SECTION 10.08 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 10.09 Assignment by Issuer. The Seller hereby acknowledges and consents to any mortgage, pledge, assignment and grant of a security interest by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders [and the Swap Counterparty] of all right, title and interest of the Issuer in, to and under the Receivables and the related property acquired hereunder and/or the assignment of any or all of the Issuer’s rights and obligations hereunder to the Indenture Trustee.

63 (NAROT 20[ ]-[ ] Sale and Servicing Agreement)

SECTION 10.10 Nonpetition Covenant. Each party hereto agrees that, prior to the date which is one year and one day after payment in full of all obligations of each Bankruptcy Remote Party in respect of all securities issued by any Bankruptcy Remote Party (i) such party shall not authorize any Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or other Proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of its property or to consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other Proceeding commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of, its creditors generally, any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) such party shall not commence, join with any other Person in commencing or institute with any other Person, any Proceeding against such Bankruptcy Remote Party under any bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. This Section shall survive the termination of this Agreement.

SECTION 10.11 Limitation of Liability of Owner Trustee and Indenture Trustee. Notwithstanding anything contained herein to the contrary, this Agreement has been executed by [_________________________], not in its individual capacity, but solely in its capacity as Owner Trustee of the Issuer, and by [_________________], not in its individual capacity, but solely in its capacity as Indenture Trustee under the Indenture. In no event shall [_________________________] or [__________________] have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered by the Seller or the Servicer, or prepared by the Seller or the Servicer for delivery by the Owner Trustee on behalf of the Issuer, pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement.

SECTION 10.12 Waivers. No failure or delay on the part of the Issuer in exercising any power, right or remedy under this Agreement or the Assignment shall operate as a waiver hereof or thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other or further exercise hereof or thereof or the exercise of any such power, right or remedy preclude any other or further exercise hereof or thereof or the exercise of any other power, right or remedy.

SECTION 10.13 Cooperation with Voting. Each of NMAC, the Seller and the Issuer 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 Section 7.08 of the Indenture.

64 (NAROT 20[ ]-[ ] Sale and Servicing Agreement)

SECTION 10.14 Submission to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto hereby irrevocably and unconditionally:

(a) submits for itself and its property in any Proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof;

(b) consents that any such Proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such Proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 10.03 of this Agreement;

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any Proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Basic Document, or any matter arising hereunder or thereunder.

[Signature Page Follows]

65 (NAROT 20[ ]-[ ] Sale and Servicing Agreement)

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers as of the day and year first above written.

NISSAN AUTO RECEIVABLES 20[___]-[___]
OWNER TRUST
By:		[_________________________],
		not in its individual capacity but solely as
		Owner Trustee on behalf of the Trust
	By:
		Name:
		Title:
NISSAN AUTO RECEIVABLES
COMPANY II LLC, as Seller
	By:
		Name:
		Title:
NISSAN MOTOR ACCEPTANCE COMPANY LLC, individually and as Servicer
	By:
		Name:
		Title:
[________________], not in its individual capacity but solely as Indenture Trustee
	By:
		Name:
		Title:

(NAROT 20[ ]-[ ] Sale and Servicing Agreement)

Schedule I

NOTICE ADDRESSES

If to the Issuer:

Nissan Auto Receivables 20[__]-[__] Owner Trust

c/o [___________]

[________________]

[________________]

Facsimile no.: [___________]

Email: [___________]

Attention: [___________]

With a copy to:

Nissan Motor Acceptance Company LLC

One Nissan Way

Franklin, Tennessee 37067

Facsimile no.: [___________]

Email: [___________]

Attention: [___________]

If to the Seller:

Nissan Auto Receivables Company II LLC

One Nissan Way

Franklin, Tennessee 37067

Facsimile no.: [___________]

Email: [___________]

Attention: [___________]

If to NMAC or the Servicer:

Nissan Motor Acceptance Company LLC

One Nissan Way

Franklin, Tennessee 37067

Facsimile no.: [___________]

Email: [___________]

Attention: [___________]

(NAROT 20[ ]-[ ] Sale and Servicing Agreement)

If to the Purchaser:

Nissan Auto Receivables Company II LLC

One Nissan Way

Franklin, Tennessee 37067

Facsimile no.: [___________]

Email: [___________]

Attention: [___________]

If to the Owner Trustee:

[___________]

[___________]

[___________]

Facsimile no.: [___________]

Email: [___________]

Attention: [___________]

If to the Indenture Trustee:

[___________]

[___________]

[___________]

Facsimile no.: [___________]

Email: [___________]

Attention: [___________]

[If to the Securities Intermediary:

[___________]

[___________]

[___________]

Facsimile no.: [___________]

Email: [___________]

Attention: [___________]]

(NAROT 20[ ]-[ ] Sale and Servicing Agreement)

If to the Asset Representations Reviewer:

[___________]

[___________]

[___________]

Attention: [___________]

Email: [___________]

[If to the [Swap Counterparty][Cap Provider]]

[___________]

[___________]

[___________]

Attention: [___________]

Email: [___________]

If to [Rating Agency]:

[___________]

[___________]

[___________]

Attention: [___________]

Email: [___________]

If to [Rating Agency]:

[___________]

[___________]

[___________]

Attention: [___________]

Email: [___________]

(NAROT 20[ ]-[ ] Sale and Servicing Agreement)

EX-10.3

Exhibit 10.3

ADMINISTRATION AGREEMENT

among

NISSAN AUTO RECEIVABLES 20[ ]-[ ] OWNER TRUST

as Issuer

NISSAN MOTOR ACCEPTANCE COMPANY LLC,

as Administrator

[_________________],

as Indenture Trustee

and

[_____________________________],

as Owner Trustee

Dated as of [______________]

TABLE OF CONTENTS

		Page
1.	DUTIES OF THE ADMINISTRATOR		2
2.	RECORDS		6
3.	COMPENSATION		6
4.	[RESERVED.]		6
5.	INDEPENDENCE OF THE ADMINISTRATOR		6
6.	NO JOINT VENTURE		6
7.	OTHER ACTIVITIES OF ADMINISTRATOR		6
8.	TERM OF AGREEMENT; RESIGNATION AND REMOVAL OF ADMINISTRATOR		6
9.	ACTION UPON TERMINATION, RESIGNATION OR REMOVAL		7
10.	NOTICES		7
11.	AMENDMENTS		8
12.	SUCCESSOR AND ASSIGNS		8
13.	GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL		9
14.	NO PETITION		10
15.	HEADINGS		10
16.	COUNTERPARTS AND ELECTRONIC SIGNATURE		10
17.	SEVERABILITY OF PROVISIONS		10
18.	NOT APPLICABLE TO NMAC IN OTHER CAPACITIES		10
19.	LIMITATION OF LIABILITY OF OWNER TRUSTEE AND INDENTURE TRUSTEE		10
20.	USAGE OF TERMS		11
21.	[LIMITATION OF RIGHTS		11

i (NAROT 20[ ]-[ ] Administration Agreement)

This ADMINISTRATION AGREEMENT, dated as of [_______________] (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), among NISSAN AUTO RECEIVABLES 20[ ]-[ ] OWNER TRUST, a Delaware statutory trust (the “Issuer”), NISSAN MOTOR ACCEPTANCE COMPANY LLC, a Delaware limited liability company, as administrator (the “Administrator”), and [________________], a [________], not in its individual capacity but solely as Indenture Trustee (as defined below), and [______________________], a [_____________], not in its individual capacity but solely as Owner Trustee (as defined below).

W I T N E S S E T H:

WHEREAS, beneficial ownership interests in the Issuer represented by the Nissan Auto Receivables 20[ ]-[ ] Owner Trust Asset Backed Certificates (the “Certificates”) have been issued in connection with the formation of the Issuer pursuant to the Amended and Restated Trust Agreement, dated as of [_______________] (the “Trust Agreement”), between Nissan Auto Receivables Company II LLC (“NARC II”), a Delaware limited liability company, as depositor, [______________________], as owner trustee (the “Owner Trustee”), and [_____________], as certificate registrar and paying agent;

WHEREAS, the Issuer is issuing the Nissan Auto Receivables 20[ ]-[ ] Owner Trust [_______________]% Asset Backed Notes, Class A-1, the Nissan Auto Receivables 20[ ]-[ ] Owner Trust [_______________]% Asset Backed Notes, Class A-2[a], [the Nissan Auto Receivables 20[ ]-[ ] Owner Trust [_______________]% Asset Backed Notes, Class A-2b,] the Nissan Auto Receivables 20[ ]-[ ] Owner Trust [_______________]% Asset Backed Notes, Class A-3, [and] the Nissan Auto Receivables 20[ ]-[ ] Owner Trust [_______________]% Asset Backed Notes, Class A-4[, and the Nissan Auto Receivables 20[ ]-[ ] Owner Trust [_______________]% Asset Backed Notes, Class B] (collectively, the “Notes”) pursuant to the Indenture, dated as of [______________], (as amended and supplemented from time to time, the “Indenture”), between the Issuer and [______________], as indenture trustee (the “Indenture Trustee”); capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Sale and Servicing Agreement, dated as of the date hereof, among the Issuer, Nissan Motor Acceptance Company LLC (“NMAC”), as servicer, NARC II, as seller, and the Indenture Trustee (the “Sale and Servicing Agreement”), as the case may be;

WHEREAS, the Issuer and other parties have entered into certain agreements in connection with the issuance of the Certificates and the Notes, including the Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), between NMAC, as seller, and NARC II, as purchaser, the Asset Representations Review Agreement, the date hereof, between the Issuer, NMAC, as sponsor and servicer, and [__________], as asset representations reviewer, the Trust Agreement, the Indenture, this Agreement, the Note Depository Agreement and the Sale and Servicing Agreement and the [Securities Account Control Agreement] [and the Interest Rate [Swap] [Cap] Agreement(s)] (collectively, the “Basic Documents”);

WHEREAS, pursuant to the Basic Documents, the Issuer is required to perform certain duties in connection with the Certificates, the Notes and the Collateral;

(NAROT 20[ ]-[ ] Administration Agreement)

WHEREAS, the Issuer desires to appoint NMAC as administrator to perform certain of the duties of the Issuer under the Basic Documents and to provide such additional services consistent with the terms of this Agreement and the Basic Documents as the Issuer may from time to time request; and

WHEREAS, the Administrator has the capacity to provide the services required hereby and is willing to perform such services for the Issuer on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1. DUTIES OF THE ADMINISTRATOR.

(a) Duties with respect to the Note Depository Agreement and the Indenture.

(i) Subject to the limitations set forth in clause (c) below, the Administrator agrees to perform all its duties as Administrator under the Basic Documents and the duties of the Issuer under the Basic Documents. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer under the Basic Documents. The Administrator shall monitor the performance of the Issuer and shall advise the Issuer when action by the Issuer is necessary to comply with the Issuer’s duties under Basic Documents. The Administrator shall prepare for execution by the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Basic Documents. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer to take pursuant to the Basic Documents and shall prepare, obtain, execute, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Basic Documents or otherwise by law.

(ii) The Administrator shall also:

(A) pay the Indenture Trustee and the Owner Trustee from time to time the reasonable compensation provided for in the Indenture and the Trust Agreement, respectively;

(B) reimburse the Indenture Trustee and the Owner Trustee for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee or the Owner Trustee to the extent the Indenture Trustee or the Owner Trustee is entitled to such reimbursement pursuant to Section 6.07 of the Indenture or Sections 8.01 and 8.02 of the Trust Agreement, as applicable; and

2 (NAROT 20[ ]-[ ] Administration Agreement)

(C) indemnify the Indenture Trustee, the Calculation Agent and the Owner Trustee and the other Indemnified Parties for, and hold each harmless against, any losses, liability or expense to the extent the Indenture Trustee, the Calculation Agent or the Owner Trustee or the other Indemnified Parties are entitled to such indemnification pursuant to the Indenture or the Trust Agreement, as applicable.

(b) Additional Duties.

(i) In addition to the duties of the Administrator set forth above, the Administrator shall perform such calculations, and shall prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents (other than any notice required to be delivered by the Owner Trustee pursuant to Sections 3.07, 6.03(e) and 10.04 of the Trust Agreement), and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic Documents; provided, however, that the Administrator shall have no obligation to make any payment required to be made by the Issuer under any Basic Document (except as specified in Section 1(a)(ii) above); provided, further, that the Administrator shall have no obligation, and the Owner Trustee shall be required to fully perform its duties, with respect to the obligations of the Owner Trustee specified under the Trust Agreement and to otherwise comply with the requirements of the Owner Trustee pursuant to or related to Regulation AB. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator.

(ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.

(iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Administrator set forth in Section 5.04(a), (b), (c), (d), (e) and (f) of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholders; provided, however, that the Owner Trustee shall remain exclusively responsible for the mailing of the Schedule K-1s necessary to enable each Certificateholder to prepare its federal and state income tax returns.

3 (NAROT 20[ ]-[ ] Administration Agreement)

(iv) If any Certificateholder is not the Administrator or any of its Affiliates, the Administrator may satisfy its obligations with respect to clauses (ii) and (iii) above and under the Trust Agreement by retaining, at the expense of the Administrator, a firm of independent public accountants (the “Accountants”) which shall perform the obligations of the Administrator thereunder.

In connection with paragraph (ii) above, if any Certificateholder is not the Administrator or any of its Affiliates, then the Administrator will cause the Accountants to provide, prior to December 1 of each year, a letter in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Accountants shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required.

(v) The Administrator shall perform the duties of the Administrator specified in Section 10.02 and Section 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement.

(vi) The Administrator shall perform all duties and obligations applicable to or required of the Issuer set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof.

(vii) The Administrator shall obtain on behalf of the Trust, at its own expense, all licenses required to be held by the Issuer under the laws of any jurisdiction in connection with ownership of the Receivables, and shall make all filings and pay all fees as may be required in connection therewith during the term hereof.

(viii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties.

(c) Non-Ministerial Matters.

(i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action the Administrator shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent thereto or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation:

4 (NAROT 20[ ]-[ ] Administration Agreement)

(A) the amendment of the Indenture or execution of any supplement to the Indenture;

(B) the initiation of any claim or lawsuit by the Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuer (other than in connection with the collection of the Receivables);

(C) the amendment, change or modification of any of the Basic Documents;

(D) the appointment of successor Note Registrars or successor Paying Agents pursuant to the Indenture or the appointment of successor Administrators, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations, in each case under the Indenture[; and]

(E) the removal of the Indenture Trustee[.][;]

(F) [the provision of copies of any amendment or supplement to the Interest Rate [Swap][Cap] Agreement(s) to the Rating Agencies; and]

(G) [the notification to the [Swap Counterparty][Cap Provider] of any proposed amendment or supplement to any of the Basic Documents.]

(ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not (x) make any payments to the Noteholders [or the [Swap Counterparty][Cap Provider]] under the Basic Documents, (y) sell the Owner Trust Estate pursuant to Section 5.04 of the Indenture or (z) take any other action that the Issuer directs the Administrator not to take on its behalf.

(d) Notices to Rating Agencies. The Administrator will deliver to each Rating Agency notice (which notice shall be deemed to be delivered if delivered in accordance with Section 10) of the occurrence of (i) any event of default for which it has been provided notice pursuant to Section 3.18 of the Indenture; (ii) any merger or consolidation of the Indenture Trustee pursuant to Section 6.09 of the Indenture; (iii) any supplemental indenture pursuant to Section 9.01 and Section 9.02 of the Indenture; (iv) any merger or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; (v) any amendment to the Trust Agreement pursuant to Section 11.01 of the Trust Agreement; (vi) any Servicer Default for which it has been provided notice pursuant to Section 8.01 of the Sale and Servicing Agreement; and (vii) any termination of, or appointment of a successor to, the Servicer for which it has been provided notice pursuant to Section 8.03 of the Sale and Servicing Agreement.

5 (NAROT 20[ ]-[ ] Administration Agreement)

2. RECORDS. The Administrator shall maintain appropriate books of account and records relating to services performed hereunder, which books of account and records shall be accessible for inspection by the Issuer, the Owner Trustee and the Indenture Trustee at any time during normal business hours upon reasonable advance written notice.

3. COMPENSATION. As compensation for the performance of the Administrator’s obligations under this Agreement and as reimbursement for its expenses related thereto, the Administrator shall be entitled to a monthly payment of compensation in an amount to be agreed to between the Administrator and the Servicer, which shall be solely an obligation of the Servicer.

4. [RESERVED.]

5. INDEPENDENCE OF THE ADMINISTRATOR. For all purposes of this Agreement, the Administrator shall be an independent contractor and shall not be subject to the supervision of the Issuer, the Owner Trustee or the Indenture Trustee with respect to the manner in which it accomplishes the performance of its obligations hereunder. Unless expressly authorized by the Issuer hereunder or otherwise, the Administrator shall have no authority to act for or represent the Issuer, the Owner Trustee or the Indenture Trustee, and shall not otherwise be or be deemed an agent of the Issuer, the Owner Trustee or the Indenture Trustee.

6. NO JOINT VENTURE. Nothing contained in this Agreement shall (i) constitute the Administrator and any of the Issuer, the Owner Trustee or the Indenture Trustee as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (ii) be construed to impose any liability as such on any of them or (iii) be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others.

7. OTHER ACTIVITIES OF ADMINISTRATOR. Nothing herein shall prevent the Administrator or its Affiliates from engaging in other businesses or, in its or their sole discretion, from acting as an administrator for any other person or entity, or in a similar capacity therefor, even though such person or entity may engage in business activities similar to those of the Issuer, the Owner Trustee or the Indenture Trustee.

8. TERM OF AGREEMENT; RESIGNATION AND REMOVAL OF ADMINISTRATOR.

(a) This Agreement shall continue in force until the termination of the Issuer, upon which event this Agreement shall automatically terminate.

(b) Subject to Section 8(e), the Administrator may resign by providing the Issuer with at least 30 days’ prior written notice.

(c) Subject to Section 8(e), the Issuer may remove the Administrator without cause by providing the Administrator at least 30 days’ prior written notice.

(d) Subject to Section 8(e), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur:

6 (NAROT 20[ ]-[ ] Administration Agreement)

(i) the Administrator shall fail to perform in any material respect any of its duties under this Agreement and, after notice of such default, shall not cure such default within 90 days (or, if such default cannot be cured in such time, shall not give within such 90 days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); or

(ii) an Insolvency Event shall occur with respect to the Administrator.

The Administrator agrees that if the event specified in clause (ii) of this Section shall occur, it shall give written notice thereof to the Issuer, the Owner Trustee and the Indenture Trustee within seven days after the occurrence of such event.

(e) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement on substantially the same terms as the Administrator is bound hereunder. Promptly after the appointment of any successor Administrator, the successor Administrator shall provide notice of such appointment to each Rating Agency.

9. ACTION UPON TERMINATION, RESIGNATION OR REMOVAL. Promptly upon the effective date of termination of this Agreement pursuant to Section 8(a) or the resignation or removal of the Administrator pursuant to Section 8(b) or 8(c) or 8(d), the Administrator shall be entitled to be paid all fees and reimbursable expenses accruing to it to the date of such termination, resignation or removal. The Administrator shall forthwith upon such termination pursuant to Section 8(a) deliver to or to the order of the Issuer all property and documents of or relating to the Collateral then in the custody of the Administrator. In the event of the resignation or removal of the Administrator pursuant to Section 8(b) or 8(c) or 8(d), the Administrator shall cooperate with the Issuer and take all reasonable steps requested to assist the Issuer in making an orderly transfer of the duties of the Administrator.

10. NOTICES. Any notice, report or other communication given hereunder shall be in writing and addressed as specified on Schedule I to the Sale and Servicing Agreement or to such other address as any party shall have provided to the other parties in writing. Any notice required to be in writing hereunder shall be deemed given if such notice is mailed by certified mail, postage prepaid, hand delivered or delivered by facsimile or electronically by email (if an email address is provided), to the address of such party as provided above.

All notices, requests, reports, consents or other communications deliverable to any Rating Agency hereunder or under any other Basic Document 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).

7 (NAROT 20[ ]-[ ] Administration Agreement)

11. AMENDMENTS.

(a) Any term or provision of this Agreement may be amended by the Issuer, the Administrator, and the Indenture Trustee, with the consent of the Owner Trustee but without the consent of any Noteholder or Certificateholder or any other Person, subject to the satisfaction of one of the following conditions:

(i) the Administrator delivers an Officer’s Certificate or Opinion of Counsel to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; or

(ii) the Rating Agency Condition is satisfied with respect to such amendment;

provided, however, that in the event any Certificates are held by anyone other than the Administrator or any of its Affiliates, this Agreement may only be amended by the Issuer, the Administrator and the Indenture Trustee if, in addition, (i) the Holders of the Certificates evidencing a majority of the Certificate Balance consent to such amendment or (ii) such amendment shall not, as evidenced by an Officer’s Certificate of the Administrator or an Opinion of Counsel delivered to the Owner Trustee, materially and adversely affect the interests of the Certificateholders.

(b) This Agreement may also be amended by the Issuer, the Administrator, and the Indenture Trustee, with the consent of the Owner Trustee, for the purpose of adding any provisions to or modifying or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders with the consent of:

(i) the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; and

(ii) the Holders of the Certificates evidencing a majority of the Certificate Balance.

It shall not be necessary for the consent of Noteholders or Certificateholders to approve the particular form of any proposed amendment or consent, but it will be sufficient if such consent approves the substance thereof.

[Notwithstanding the foregoing, this Agreement shall not be amended in any way that would materially and adversely affect the rights of the [Swap Counterparty][Cap Provider] without the consent of the [Swap Counterparty][Cap Provider]; provided that the [Swap Counterparty’s][Cap Provider’s] consent to any such amendment shall not be unreasonably withheld, and provided, further that the [Swap Counterparty’s][Cap Provider’s] consent will be deemed to have been given if the [Swap Counterparty][Cap Provider] does not object in writing within 10 days of receipt of a written request for such consent.]

12. SUCCESSOR AND ASSIGNS. This Agreement may not be assigned by the Administrator unless such assignment is consented to in writing by the Issuer, the Owner Trustee and the Indenture Trustee, and the conditions precedent to appointment of a successor Administrator set forth in Section 8 are satisfied. An assignment with such consent and

8 (NAROT 20[ ]-[ ] Administration Agreement)

satisfaction, if accepted by the assignee, shall bind the assignee hereunder in the same manner as the Administrator is bound hereunder. Notwithstanding the foregoing, this Agreement may be assigned by the Administrator without the consent of the Issuer, the Owner Trustee and the Indenture Trustee to a corporation or other organization that is a successor (by merger, consolidation or purchase of assets) to the Administrator, provided that such successor organization executes and delivers to the Issuer, the Owner Trustee and the Indenture Trustee an agreement in which such corporation or other organization agrees to be bound hereunder by the terms of said assignment in the same manner as the Administrator is bound hereunder. Subject to the foregoing, this Agreement shall bind any successors or assigns of the parties hereto.

13. GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL.

(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

(b) Each of the parties hereto hereby irrevocably and unconditionally:

(i) submits for itself and its property in any Proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof;

(ii) consents that any such Proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(iii) agrees that service of process in any such Proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 10 of this Agreement;

(iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(v) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any Proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Basic Document, or any matter arising hereunder or thereunder.

9 (NAROT 20[ ]-[ ] Administration Agreement)

14. NO PETITION. Notwithstanding any prior termination of this Agreement, the Administrator shall not, prior to the date which is one year and one day after payment in full of all obligations of each Bankruptcy Remote Party in respect of all securities issued by any Bankruptcy Remote Party, acquiesce, petition or otherwise invoke or cause such Bankruptcy Remote Party to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against such Bankruptcy Remote Party under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of such Bankruptcy Remote Party or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Issuer.

15. HEADINGS. The section headings hereof have been inserted for convenience of reference only and shall not be construed to affect the meaning, construction or effect of this Agreement.

16. COUNTERPARTS AND ELECTRONIC SIGNATURE. This Agreement may be executed in counterparts, each of which when so executed shall together constitute but one and the same agreement. Each party agrees that this Agreement and any other documents to be delivered in connection herewith may be digitally or electronically signed, and that any digital or electronic signatures (including pdf, facsimile or electronically imaged signatures provided by a digital signature provider as specified in writing to the Indenture Trustee) appearing on this Agreement or such other documents shall have the same effect as manual signatures for the purpose of validity, enforceability and admissibility. Other than with respect to instances in which manual signatures are expressly required by this paragraph, each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any digital or electronic signature appearing on this Agreement or any other documents to be delivered in connection herewith and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof.

17. SEVERABILITY OF PROVISIONS. If any one or more of the agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid or unenforceable in any jurisdiction, then such agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or the other rights of the parties hereto.

18. NOT APPLICABLE TO NMAC IN OTHER CAPACITIES. Nothing in this Agreement shall affect any obligation, right or benefit NMAC may have in any other capacity or under any Basic Document.

19. LIMITATION OF LIABILITY OF OWNER TRUSTEE AND INDENTURE TRUSTEE. Notwithstanding anything contained herein to the contrary, this instrument has been countersigned by [______________________], not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer, and [_____________], not in its individual capacity but solely in its capacity as Indenture Trustee under the Indenture and in no event shall [______________________] in its individual capacity, [_____________], in its individual

10 (NAROT 20[ ]-[ ] Administration Agreement)

capacity, or any Certificateholder have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. Additionally, the Indenture Trustee in its capacity hereunder shall be afforded the same indemnities, protections, rights, powers and immunities set forth in the Indenture as if such indemnities, protections, rights, powers and immunities were specifically set forth herein.

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

21. [LIMITATION OF RIGHTS. All of the rights of the [Swap Counterparty][Cap Provider] in, to and under this Agreement, if any, shall terminate upon the termination of the Interest Rate [Swap][Cap] Agreement(s) in accordance with the terms thereof and the payment in full of all amounts owing to the [Swap Counterparty][Cap Provider] under such Interest Rate [Swap][Cap] Agreement(s).]

[Signature Page Follows]

11 (NAROT 20[ ]-[ ] Administration Agreement)

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the day and year first above written.

NISSAN AUTO RECEIVABLES 20[_]-[_] OWNER TRUST
By:	[______________________], not in its individual capacity but solely as Owner Trustee
	By:
	Name:
	Title:
[________________], not in its individual capacity but solely as Indenture Trustee
By:
Name:
Title:
NISSAN MOTOR ACCEPTANCE COMPANY LLC, as Administrator
By:
Name:
Title:
[______________________], not in its individual capacity but solely as Owner Trustee
By:
Name:
Title:

S-1 (NAROT 20[ ]-[ ] Administration Agreement)

EX-10.4

Exhibit 10.4

(Multicurrency—Cross Border)

ISDA®

International Swap Dealers Association, Inc.

MASTER AGREEMENT

dated as of [   ]

[   ] and NISSAN AUTO RECEIVABLES 20[ ]–[ ] OWNER TRUST

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

Accordingly, the parties agree as follows:—

1. Interpretation

(a) Definitions. The terms defined in Section 14 and in the Schedule will have the meanings therein specified for the purpose of this Master Agreement.

(b) Inconsistency. In the event of any inconsistency between the provisions of the Schedule and the other provisions of this Master Agreement, the Schedule will prevail. In the event of any inconsistency between the provisions of any Confirmation and this Master Agreement (including the Schedule), such Confirmation will prevail for the purpose of the relevant Transaction.

(c) Single Agreement. All Transactions are entered into in reliance on the fact that this Master Agreement and all Confirmations form a single agreement between the parties (collectively referred to as this “Agreement”), and the parties would not otherwise enter into any Transactions.

2. Obligations

(a) General Conditions.

(i) Each party will make each payment or delivery specified in each Confirmation to be made by it, subject to the other provisions of this Agreement.

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

(iii) Each obligation of each party under Section 2(a)(i) is subject to (1) the condition precedent that no Event of Default or Potential Event of Default with respect to the other party has occurred and is continuing, (2) the condition precedent that no Early Termination Date in respect of the relevant Transaction has occurred or been effectively designated and (3) each other applicable condition precedent specified in this Agreement.

(b) Change of Account. Either party may change its account for receiving a payment or delivery by giving notice to the other party at least five Local Business Days prior to the scheduled date for the payment or delivery to which such change applies unless such other party gives timely notice of a reasonable objection to such change.

Copyright © 1992 by International Swap Dealers Association, Inc.

(c) Netting. If on any date amounts would otherwise be payable:—

(i) in the same currency; and

(ii) in respect of the same Transaction,

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

The parties may elect in respect of two or more Transactions that a net amount will be determined in respect of all amounts payable on the same date in the same currency in respect of such Transactions, regardless of whether such amounts are payable in respect of the same Transaction. The election may be made in the Schedule or a Confirmation by specifying that subparagraph (ii) above will not apply to the Transactions identified as being subject to the election, together with the starting date (in which case subparagraph (ii) above will not, or will cease to, apply to such Transactions from such date). This election may be made separately for different groups of Transactions and will apply separately to each pairing of Offices through which the parties make and receive payments or deliveries.

(d) Deduction or Withholding for Tax.

(i) Gross-Up. All payments under this Agreement will be made without any deduction or withholding for or on account of any Tax unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, then in effect. If a party is so required to deduct or withhold, then that party (“X”) will:—

(1) promptly notify the other party (“Y”) of such requirement;

(2) pay to the relevant authorities the full amount required to be deducted or withheld (including the full amount required to be deducted or withheld from any additional amount paid by X to Y under this Section 2(d)) promptly upon the earlier of determining that such deduction or withholding is required or receiving notice that such amount has been assessed against Y;

(3) promptly forward to Y an official receipt (or a certified copy), or other documentation reasonably acceptable to Y, evidencing such payment to such authorities; and

(4) if such Tax is an lndemnifiable Tax, pay to Y, in addition to the payment to which Y is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by Y (free and clear of Indemnifiable Taxes, whether assessed against X or Y) will equal the full amount Y would have received had no such deduction or withholding been required. However, X will not be required to pay any additional amount to Y to the extent that it would not be required to be paid but for:—

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

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

(ii) Liability. If:—

(1) X is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, to make any deduction or withholding in respect of which X would not be required to pay an additional amount to Y under Section 2(d)(i)(4);

(2) X does not so deduct or withhold; and

(3) a liability resulting from such Tax is assessed directly against X,

2 ISDA ® 1992

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

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

3. Representations

Each party represents to the other party (which representations will be deemed to be repeated by each party on each date on which a Transaction is entered into and, in the case of the representations in Section 3(f), at all times until the termination of this Agreement) that:—

(a) Basic Representations.

(i) Status. It is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation and, if relevant under such laws, in good standing;

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

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

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

(v) Obligations Binding. Its obligations under this Agreement and any Credit Support Document to which it is a party constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).

(b) Absence of Certain Events. No Event of Default or Potential Event of Default or, to its knowledge, Termination Event with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support Document to which it is a party.

(c) Absence of Litigation. There is not pending or, to its knowledge, threatened against it or any of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or any Credit Support Document to which it is a party or its ability to perform its obligations under this Agreement or such Credit Support Document.

3 ISDA ® 1992

(d) Accuracy of Specified Information. All applicable information that is furnished in writing by or on behalf of it to the other party and is identified for the purpose of this Section 3(d) in the Schedule is, as of the date of the information, true, accurate and complete in every material respect.

(e) Payer Tax Representation. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(e) is accurate and true.

(f) Payee Tax Representations. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

4. Agreements

Each party agrees with the other that, so long as either party has or may have any obligation under this Agreement or under any Credit Support Document to which it is a party:—

(a) Furnish Specified Information. It will deliver to the other party or, in certain cases under subparagraph (iii) below, to such government or taxing authority as the other party reasonably directs:—

(i) any forms, documents or certificates relating to taxation specified in the Schedule or anyConfirmation;

(ii) any other documents specified in the Schedule or any Confirmation; and

(iii) upon reasonable demand by such other party, any form or document that may be required or reasonably requested in writing in order to allow such other party or its Credit Support Provider to make a payment under this Agreement or any applicable Credit Support Document without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate (so long as the completion, execution or submission of such form or document would not materially prejudice the legal or commercial position of the party in receipt of such demand), with any such form or document to be accurate and completed in a manner reasonably satisfactory to such other party and to be executed and to be delivered with any reasonably required certification,

in each case by the date specified in the Schedule or such Confirmation or, if none is specified, as soon as reasonably practicable.

(b) Maintain Authorisations. It will use all reasonable efforts to maintain in full force and effect all consents of any governmental or other authority that are required to be obtained by it with respect to this Agreement or any Credit Support Document to which it is a party and will use all reasonable efforts to obtain any that may become necessary in the future.

(c) Comply with Laws. It will comply in all material respects with all applicable laws and orders to which it may be subject if failure so to comply would materially impair its ability to perform its obligations under this Agreement or any Credit Support Document to which it is a party.

(d) Tax Agreement. It will give notice of any failure of a representation made by it under Section 3(f) to be accurate and true promptly upon learning of such failure.

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

5. Events of Default and Termination Events

(a) Events of Default. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any of the following events constitutes an event of default (an “Event of Default”) with respect to such party:—

(i) Failure to Pay or Deliver. Failure by the party to make, when due, any payment under thisAgreement or delivery under Section 2(a)(i) or 2(e) required to be made by it if such failure is notremedied on or before the third Local Business Day after notice of such failure is given to the party;

4 ISDA ® 1992

(ii) Breach of Agreement. Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance with this Agreement if such failure is not remedied on or before the thirtieth day after notice of such failure is given to the party;

(iii) Credit Support Default.

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

(2) the expiration or termination of such Credit Support Document or the failing or ceasing of such Credit Support Document to be in full force and effect for the purpose of this Agreement (in either case other than in accordance with its terms) prior to the satisfaction of all obligations of such party under each Transaction to which such Credit Support Document relates without the written consent of the other party; or

(3) the party or such Credit Support Provider disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, such Credit Support Document;

(iv) Misrepresentation. A representation (other than a representation under Section 3(e) or (f)) made or repeated or deemed to have been made or repeated by the party or any Credit Support Provider of such party in this Agreement or any Credit Support Document proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated;

(v) Default under Specified Transaction. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party (1) defaults under a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration of obligations under, or an early termination of, that Specified Transaction, (2) defaults, after giving effect to any applicable notice requirement or grace period, in making any payment or delivery due on the last payment, delivery or exchange date of, or any payment on early termination of, a Specified Transaction (or such default continues for at least three Local Business Days if there is no applicable notice requirement or grace period) or (3) disaffirms, disclaims, repudiates or rejects, in whole or in part, a Specified Transaction (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf);

(vi) Cross Default. If “Cross Default” is specified in the Schedule as applying to the party, the occurrence or existence of (1) a default, event of default or other similar condition or event (however described) in respect of such party, any Credit Support Provider of such party or any applicable Specified Entity of such party under one or more agreements or instruments relating to Specified Indebtedness of any of them (individually or collectively) in an aggregate amount of not less than the applicable Threshold Amount (as specified in the Schedule) which has resulted in such Specified Indebtedness becoming, or becoming capable at such time of being declared, due and payable under such agreements or instruments, before it would otherwise have been due and payable or (2) a default by such party, such Credit Support Provider or such Specified Entity (individually or collectively) in making one or more payments on the due date thereof in an aggregate amount of not less than the applicable Threshold Amount under such agreements or instruments (after giving effect to any applicable notice requirement or grace period);

(vii) Bankruptcy. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party:—

(1) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (2) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (3) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (4) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (B) is not

5 ISDA ® 1992

dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof; (5) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (6) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (7) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter; (8) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (1) to (7) (inclusive); or (9) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts; or

(viii) Merger Without Assumption. The party or any Credit Support Provider of such party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer:—

(1) the resulting, surviving or transferee entity fails to assume all the obligations of such party or such Credit Support Provider under this Agreement or any Credit Support Document to which it or its predecessor was a party by operation of law or pursuant to an agreement reasonably satisfactory to the other party to this Agreement; or

(2) the benefits of any Credit Support Document fail to extend (without the consent of the other party) to the performance by such resulting, surviving or transferee entity of its obligations under this Agreement.

(b) Termination Events. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any event specified below constitutes an Illegality if the event is specified in (i) below, a Tax Event if the event is specified in (ii) below or a Tax Event Upon Merger if the event is specified in (iii) below, and, if specified to be applicable, a Credit Event Upon Merger if the event is specified pursuant to (iv) below or an Additional Termination Event if the event is specified pursuant to (v) below:—

(i) Illegality. Due to the adoption of, or any change in, any applicable law after the date on which a Transaction is entered into, or due to the promulgation of, or any change in, the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law after such date, it becomes unlawful (other than as a result of a breach by the party of Section 4(b)) for such party (which will be the Affected Party):—

(1) to perform any absolute or contingent obligation to make a payment or delivery or to receive a payment or delivery in respect of such Transaction or to comply with any other material provision of this Agreement relating to such Transaction; or

(2) to perform, or for any Credit Support Provider of such party to perform, any contingent or other obligation which the party (or such Credit Support Provider) has under any Credit Support Document relating to such Transaction;

(ii) Tax Event. Due to (x) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (y) a Change in Tax Law, the party (which will be the Affected Party) will, or there is a substantial likelihood that it will, on the next succeeding Scheduled Payment Date (1) be required to pay to the other party an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount is required to be deducted or withheld for or on account of a Tax (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) and no additional amount is required to be paid in respect of such Tax under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A) or (B));

6 ISDA ® 1992

(iii) Tax Event Upon Merger. The party (the “Burdened Party”) on the next succeeding Scheduled Payment Date will either (1) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has been deducted or withheld for or on account of any Indemnifiable Tax in respect of which the other party is not required to pay an additional amount (other than by reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a party consolidating or amalgamating with, or merging with or into, or transferring all or substantially all its assets to, another entity (which will be the Affected Party) where such action does not constitute an event described in Section 5(a)(viii);

(iv) Credit Event Upon Merger. If “Credit Event Upon Merger” is specified in the Schedule as applying to the party, such party (“X”), any Credit Support Provider of X or any applicable Specified Entity of X consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and such action does not constitute an event described in Section 5(a)(viii) but the creditworthiness of the resulting, surviving or transferee entity is materially weaker than that of X, such Credit Support Provider or such Specified Entity, as the case may be, immediately prior to such action (and, in such event, X or its successor or transferee, as appropriate, will be the Affected Party); or

(v) Additional Termination Event. If any “Additional Termination Event” is specified in the Schedule or any Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties shall be as specified for such Additional Termination Event in the Schedule or such Confirmation).

(c) Event of Default and Illegality. If an event or circumstance which would otherwise constitute or give rise to an Event of Default also constitutes an Illegality, it will be treated as an Illegality and will not constitute an Event of Default.

6. Early Termination

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

(b) Right to Terminate Following Termination Event.

(i) Notice. If a Termination Event occurs, an Affected Party will, promptly upon becoming aware of it, notify the other party, specifying the nature of that Termination Event and each Affected Transaction and will also give such other information about that Termination Event as the other party may reasonably require.

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

If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i).

Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party’s policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed.

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(iii) Two Affected Parties. If an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there are two Affected Parties, each party will use all reasonable efforts to reach agreement within 30 days after notice thereof is given under Section 6(b)(i) on action to avoid that Termination Event,

(iv) Right to Terminate. If:—

(1) a transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as the case may be, has not been effected with respect to all Affected Transactions within 30 days after an Affected Party gives notice under Section 6(b)(i); or

(2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or an Additional Termination Event occurs, or a Tax Event Upon Merger occurs and the Burdened Party is not the Affected Party,

either party in the case of an Illegality, the Burdened Party in the case of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event or an Additional Termination Event if there is more than one Affected Party, or the party which is not the Affected Party in the case of a Credit Event Upon Merger or an Additional Termination Event if there is only one Affected Party may, by not more than 20 days notice to the other party and provided that the relevant Termination Event is then continuing, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all Affected Transactions.

(c) Effect of Designation.

(i) If notice designating an Early Termination Date is given under Section 6(a) or (h), the Early Termination Date will occur on the date so designated, whether or not the relevant Event of Default or Termination Event is then continuing.

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

(d) Calculations.

(i) Statement. On or as soon as reasonably practicable following the occurrence of an Early Termination Date, each party will make the calculations on its part, if any, contemplated by Section 6(e) and will provide to the other party a statement (1) showing, in reasonable detail, such calculations (including all relevant quotations and specifying any amount payable under Section 6(e)) and (2) giving details of the relevant account to which any amount payable to it is to be paid. In the absence of written confirmation from the source of a quotation obtained in determining a Market Quotation. the records of the party obtaining such quotation will be conclusive evidence of the existence and accuracy of such quotation.

(ii) Payment Date. An amount calculated as being due in respect of any Early Termination Date under Section 6(e) will be payable on the day that notice of the amount payable is effective (in the case of an Early Termination Date which is designated or occurs as a result of an Event of Default) and on the day which is two Local Business Days after the day on which notice of the amount payable is effective (in the case of an Early Termination Date which is designated as a result of a Termination Event). Such amount will be paid together with (to the extent permitted under applicable law) interest thereon (before as well as after judgment) in the Termination Currency, from (and including) the relevant Early Termination Date to (but excluding) the date such amount is paid, at the Applicable Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed.

(e) Payments on Early Termination. If an Early Termination Date occurs, the following provisions shall apply based on the parties’ election in the Schedule of a payment measure, either “Market Quotation” or “Loss”, and a payment method, either the “First Method” or the “Second Method”. If the parties fail to designate a payment measure or payment method in the Schedule, it will be deemed that “Market Quotation” or the “Second Method”, as the case may be, shall apply. The amount, if any, payable in respect of an Early Termination Date and determined pursuant to this Section will be subject to any Set-off.

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(i) Events of Default. If the Early Termination Date results from an Event of Default:—

(1) First Method and Market Quotation. If the First Method and Market Quotation apply, the Defaulting Party will pay to the Non-defaulting Party the excess, if a positive number, of (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party over (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party.

(2) First Method and Loss. If the First Method and Loss apply, the Defaulting Party will pay to the Non-defaulting Party, if a positive number, the Non-defaulting Party’s Loss in respect of this Agreement.

(3) Second Method and Market Quotation. If the Second Method and Market Quotation apply, an amount will be payable equal to (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party.

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

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

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

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

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

(B) if Loss applies, each party will determine its Loss in respect of this Agreement (or, if fewer than all the Transactions are being terminated, in respect of all Terminated Transactions) and an amount will be payable equal to one-half of the difference between the Loss of the party with the higher Loss (“X”) and the Loss of the party with the lower Loss (“Y”).

If the amount payable is a positive number, Y will pay it to X; if it is a negative number, X will pay the absolute value of that amount to Y.

(iii) Adjustment for Bankruptcy. In circumstances where an Early Termination Date occurs because “Automatic Early Termination” applies in respect of a party, the amount determined under this Section 6(e) will be subject to such adjustments as are appropriate and permitted by law to reflect any payments or deliveries made by one party to the other under this Agreement (and retained by such other party) during the period from the relevant Early Termination Date to the date for payment determined under Section 6(d)(ii).

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

7. Transfer

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

(a) a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement); and

(b) a party may make such a transfer of all or any part of its interest in any amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be void.

8. Contractual Currency

(a) Payment in the Contractual Currency. Each payment under this Agreement will be made in the relevant currency specified in this Agreement for that payment (the “Contractual Currency”). To the extent permitted by applicable law, any obligation to make payments under this Agreement in the Contractual Currency will not be discharged or satisfied by any tender in any currency other than the Contractual Currency, except to the extent such tender results in the actual receipt by the party to which payment is owed, acting in a reasonable manner and in good faith in converting the currency so tendered into the Contractual Currency, of the full amount in the Contractual Currency of all amounts payable in respect of this Agreement. If for any reason the amount in the Contractual Currency so received falls short of the amount in the Contractual Currency payable in respect of this Agreement, the party required to make the payment will, to the extent permitted by applicable law, immediately pay such additional amount in the Contractual Currency as may be necessary to compensate for the shortfall. If for any reason the amount in the Contractual Currency so received exceeds the amount in the Contractual Currency payable in respect of this Agreement, the party receiving the payment will refund promptly the amount of such excess.

(b) Judgments. To the extent permitted by applicable law, if any judgment or order expressed in a currency other than the Contractual Currency is rendered (i) for the payment of any amount owing in respect of this Agreement, (ii) for the payment of any amount relating to any early termination in respect of this Agreement or (iii) in respect of a judgment or order of another court for the payment of any amount described in (i) or (ii) above, the party seeking recovery, after recovery in full of the aggregate amount to which such party is entitled pursuant to the judgment or order, will be entitled to receive immediately from the other party the amount of any shortfall of the Contractual Currency received by such party as a consequence of sums paid in such other currency and will refund promptly to the other party any excess of the Contractual Currency received by such party as a consequence of sums paid in such other currency if such shortfall or such excess arises or results from any variation between the rate of exchange at which the Contractual Currency is converted into the currency of the judgment or order for the purposes of such judgment or order and the rate of exchange at which such party is able, acting in a reasonable manner and in good faith in converting the currency received into the Contractual Currency, to purchase the Contractual Currency with the amount of the currency of the judgment or order actually received by such party. The term “rate of exchange” includes, without limitation, any premiums and costs of exchange payable in connection with the purchase of or conversion into the Contractual Currency.

(c) Separate Indemnities. To the extent permitted by applicable law, these indemnities constitute separate and independent obligations from the other obligations in this Agreement, will be enforceable as separate and independent causes of action, will apply notwithstanding any indulgence granted by the party to which any payment is owed and will not be affected by judgment being obtained or claim or proof being made for any other sums payable in respect of this Agreement.

(d) Evidence of Loss. For the purpose of this Section 8, it will be sufficient for a party to demonstrate that it would have suffered a loss had an actual exchange or purchase been made.

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9. Miscellaneous

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

(b) Amendments. No amendment, modification or waiver in respect of this Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.

(c) Survival of Obligations. Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties under this Agreement will survive the termination of any Transaction.

(d) Remedies Cumulative. Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law.

(e) Counterparts and Confirmations.

(i) This Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original.

(ii) The parties intend that they are legally bound by the terms of each Transaction from the moment they agree to those terms (whether orally or otherwise). A Confirmation shall he entered into as soon as practicable and may he executed and delivered in counterparts (including by facsimile transmission) or be created by an exchange of telexes or by an exchange of electronic messages on an electronic messaging system, which in each case will be sufficient for all purposes to evidence a binding supplement to this Agreement. The parties will specify therein or through another effective means that any such counterpart, telex or electronic message constitutes a Confirmation.

(f) No Waiver of Rights. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.

(g) Headings. The headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement.

10. Offices; Multibranch Parties

(a) If Section 10(a) is specified in the Schedule as applying, each party that enters into a Transaction through an Office other than its head or home office represents to the other party that, notwithstanding the place of booking office or jurisdiction of incorporation or organisation of such party, the obligations of such party are the same as if it had entered into the Transaction through its head or home office. This representation will be deemed to be repeated by such party on each date on which a Transaction is entered into.

(b) Neither party may change the Office through which it makes and receives payments or deliveries for the purpose of a Transaction without the prior written consent of the other party.

(c) If a party is specified as a Multibranch Party in the Schedule, such Multibranch Party may make and receive payments or deliveries under any Transaction through any Office listed in the Schedule, and the Office through which it makes and receives payments or deliveries with respect to a Transaction will be specified in the relevant Confirmation.

11. Expenses

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

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12. Notices

(a) Effectiveness. Any notice or other communication in respect of this Agreement may be given in any manner set forth below (except that a notice or other communication under Section 5 or 6 may not be given by facsimile transmission or electronic messaging system) to the address or number or in accordance with the electronic messaging system details provided (see the Schedule) and will be deemed effective as indicated:—

(i) if in writing and delivered in person or by courier, on the date it is delivered;

(ii) if sent by telex, on the date the recipient’s answerback is received;

(iii) if sent by facsimile transmission, on the date that transmission is received by a responsible employee of the recipient in legible form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender’s facsimile machine);

(iv) if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date that mail is delivered or its delivery is attempted; or

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

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

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

13. Governing Law and Jurisdiction

(a) Governing Law. This Agreement will be governed by and construed in accordance with the law specified in the Schedule.

(b) Jurisdiction. With respect to any suit, action or proceedings relating to this Agreement (“Proceedings”), each party irrevocably:—

(i) submits to the jurisdiction of the English courts, if this Agreement is expressed to be governed by English law, or to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City, if this Agreement is expressed to be governed by the laws of the State of New York; and

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

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

(c) Service of Process. Each party irrevocably appoints the Process Agent (if any) specified opposite its name in the Schedule to receive, for it and on its behalf, service of process in any Proceedings. If for any reason any party’s Process Agent is unable to act as such, such party will promptly notify the other party and within 30 days appoint a substitute process agent acceptable to the other party. The parties irrevocably consent to service of process given in the manner provided for notices in Section 12. Nothing in this Agreement will affect the right of either party to serve process in any other manner permitted by law.

(d) Waiver of Immunities. Each party irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment) and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any Proceedings in the courts of any jurisdiction and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any such immunity in any Proceedings.

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14. Definitions

As used in this Agreement:—

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

“Affected Party” has the meaning specified in Section 5(b).

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

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

“Applicable Rate” means:—

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

(b) in respect of an obligation to pay an amount under Section 6(e) of either party from and after the date (determined in accordance with Section 6(d)(ii)) on which that amount is payable, the Default Rate;

(c) in respect of all other obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default Rate; and

(d) in all other cases, the Termination Rate.

“Burdened Party” has the meaning specified in Section 5(b).

“Change in Tax Law” means the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (or in the application or official interpretation of any law) that occurs on or after the date on which the relevant Transaction is entered into.

“consent” includes a consent, approval, action, authorisation, exemption, notice, filing, registration or exchange control consent.

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

“Credit Support Document” means any agreement or instrument that is specified as such in this Agreement. “Credit Support Provider” has the meaning specified in the Schedule.

“Default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual cost) tothe relevant payee (as certified by it) if it were to fund or of funding the relevant amount plus 1% per annum.

“Defaulting Party” has the meaning specified in Section 6(a).

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

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

“Illegality” has the meaning specified in Section 5(b).

“Indemnifiable Tax” means any Tax other than a Tax that would not be imposed in respect of a payment under this Agreement but for a present or former connection between the jurisdiction of the government or taxation authority imposing such Tax and the recipient of such payment or a person related to such recipient (including, without limitation, a connection arising from such recipient or related person being or having been a citizen or resident of such jurisdiction, or being or having been organised, present or engaged in a trade or business in such jurisdiction, or having or having had a permanent establishment or fixed place of business in such jurisdiction, but excluding a connection arising solely from such recipient or related person having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement or a Credit Support Document).

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“law” includes any treaty, law, rule or regulation (as modified, in the case of tax matters, by the practice of any relevant governmental revenue authority) and “lawful” and “unlawful” will be construed accordingly.

“Local Business Day” means, subject to the Schedule, a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) (a) in relation to any obligation under Section 2(a)(i), in the place(s) specified in the relevant Confirmation or, if not so specified, as otherwise agreed by the parties in writing or determined pursuant to provisions contained, or incorporated by reference, in this Agreement, (b) in relation to any other payment, in the place where the relevant account is located and, if different, in the principal financial centre, if any, of the currency of such payment, (c) in relation to any notice or other communication, including notice contemplated under Section 5(a)(i), in the city specified in the address for notice provided by the recipient and, in the case of a notice contemplated by Section 2(b), in the place where the relevant new account is to be located and (d) in relation to Section 5(a)(v)(2), in the relevant locations for performance with respect to such Specified Transaction.

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

“Market Quotation” means, with respect to one or more Terminated Transactions and a party making the determination, an amount determined on the basis of quotations from Reference Market-makers. Each quotation will be for an amount, if any, that would be paid to such party (expressed as a negative number) or by such party (expressed as a positive number) in consideration of an agreement between such party (taking into account any existing Credit Support Document with respect to the obligations of such party) and the quoting Reference Market-maker to enter into a transaction (the “Replacement Transaction”) that would have the effect of preserving for such party the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have been required after that date. For this purpose, Unpaid Amounts in respect of the Terminated Transaction or group of Terminated Transactions are to be excluded but, without limitation, any payment or delivery that would, but for the relevant Early Termination Date, have been required (assuming satisfaction of each applicable condition precedent) after that Early Termination Date is to be included. The Replacement Transaction would be subject to such documentation as such party and the Reference Market-maker may, in good faith, agree. The party making the determination (or its agent) will request each Reference Market-maker to provide its quotation to the extent reasonably practicable as of the same day and time (without regard to different time zones) on or as soon as reasonably practicable after the relevant Early Termination Date. The day and time as of which those quotations are to be obtained will be selected in good faith by the party obliged to make a determination under Section 6(e), and, if each party is so obliged, after consultation with the other. If more than three quotations are provided, the Market Quotation will be the arithmetic mean of the quotations, without regard to the quotations having the highest and lowest values. If exactly three such quotations are provided, the Market Quotation will be the quotation remaining after disregarding the highest and lowest quotations. For this purpose, if more than one quotation has the same highest value or lowest value, then one of such quotations shall be disregarded. If fewer than three quotations are provided, it will be deemed that the Market Quotation in respect of such Terminated Transaction or group of Terminated Transactions cannot be determined.

“Non-default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the Non-defaulting Party (as certified by it) if it were to fund the relevant amount.

“Non-defaulting Party” has the meaning specified in Section 6(a).

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

“Potential Event of Default” means any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

“Reference Market-makers” means four leading dealers in the relevant market selected by the party determining a Market Quotation in good faith (a) from among dealers of the highest credit standing which satisfy all the criteria that such party applies generally at the time in deciding whether to offer or to make an extension of credit and (b) to the extent practicable, from among such dealers having an office in the same city.

“Relevant Jurisdiction” means, with respect to a party, the jurisdictions (a) in which the party is incorporated, organised, managed and controlled or considered to have its seat, (b) where an Office through which the party is acting for purposes of this Agreement is located, (c) in which the party executes this Agreement and (d) in relation to any payment, from or through which such payment is made.

“Scheduled Payment Date” means a date on which a payment or delivery is to be made under Section 2(a)(i) with respect to a Transaction.

“Set-off” means set-off, offset, combination of accounts, right of retention or withholding or similar right or requirement to which the payer of an amount under Section 6 is entitled or subject (whether arising under this Agreement, another contract, applicable law or otherwise) that is exercised by, or imposed on, such payer.

“Settlement Amount” means, with respect to a party and any Early Termination Date, the sum of:—

(a) the Termination Currency Equivalent of the Market Quotations (whether positive or negative) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation is determined; and

(b) such party’s Loss (whether positive or negative and without reference to any Unpaid Amounts) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation cannot be determined or would not (in the reasonable belief of the party making the determination) produce a commercially reasonable result.

“Specified Entity” has the meanings specified in the Schedule.

“Specified Indebtedness” means, subject to the Schedule, any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money.

“Specified Transaction” means, subject to the Schedule, (a) any transaction (including an agreement with respect thereto) now existing or hereafter entered into between one party to this Agreement (or any Credit Support Provider of such party or any applicable Specified Entity of such party) and the other party to this Agreement (or any Credit Support Provider of such other party or any applicable Specified Entity of such other party) which is a rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions), (b) any combination of these transactions and (c) any other transaction identified as a Specified Transaction in this Agreement or the relevant confirmation.

“Stamp Tax” means any stamp, registration, documentation or similar tax.

“Tax” means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature (includinginterest, penalties and additions thereto) that is imposed by any government or other taxing authority inrespect of any payment under this Agreement other than a stamp, registration, documentation or similar tax.

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

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

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

“Termination Currency” has the meaning specified in the Schedule.

15 ISDA ® 1992

“Termination Currency Equivalent” means, in respect of any amount denominated in the Termination Currency, such Termination Currency amount and, in respect of any amount denominated in a currency other than the Termination Currency (the “Other Currency”), the amount in the Termination Currency determined by the party making the relevant determination as being required to purchase such amount of such Other Currency as at the relevant Early Termination Date, or, if the relevant Market Quotation or Loss (as the case may be), is determined as of a later date, that later date, with the Termination Currency at the rate equal to the spot exchange rate of the foreign exchange agent (selected as provided below) for the purchase of such Other Currency with the Termination Currency at or about 11:00 a.m. (in the city in which such foreign exchange agent is located) on such date as would be customary for the determination of such a rate for the purchase of such Other Currency for value on the relevant Early Termination Date or that later date. The foreign exchange agent will, if only one party is obliged to make a determination under Section 6(e), be selected in good faith by that party and otherwise will be agreed by the parties.

“Termination Event” means an Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to be applicable, a Credit Event Upon Merger or an Additional Termination Event.

“Termination Rate” means a rate per annum equal to the arithmetic mean of the cost (without proof or evidence of any actual cost) to each party (as certified by such party) if it were to fund or of funding such amounts.

“Unpaid Amounts” owing to any party means, with respect to an Early Termination Date, the aggregate of (a) in respect of all Terminated Transactions, the amounts that became payable (or that would have become payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early Termination Date and which remain unpaid as at such Early Termination Date and (b) in respect of each Terminated Transaction, for each obligation under Section 2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be settled by delivery to such party on or prior to such Early Termination Date and which has not been so settled as at such Early Termination Date, an amount equal to the fair market value of that which was (or would have been) required to be delivered as of the originally scheduled date for delivery, in each case together with (to the extent permitted under applicable law) interest, in the currency of such amounts, from (and including) the date such amounts or obligations were or would have been required to have been paid or performed to (but excluding) such Early Termination Date, at the Applicable Rate. Such amounts of interest will be calculated on the basis of daily compounding and the actual number of days elapsed. The fair market value of any obligation referred to in clause (b) above shall be reasonably determined by the party obliged to make the determination under Section 6(e) or, if each party is so obliged, it shall be the average of the Termination Currency Equivalents of the fair market values reasonably determined by both parties.

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

[    ]	[NISSAN AUTO RECEIVABLES 20[ ]–[ ] OWNER TRUST
	By:	[    ], not in its individual capacity but solely as Owner Trustee

By:
	Name:
	Title:

By:
	Name:
	Title:

16 ISDA ® 1992

ISDA

International Swap Dealers Association, Inc.

SCHEDULE

to the

Master Agreement

dated as of [     ]

between

[     ] (“Party A”) and

NISSAN AUTO RECEIVABLES 20[ ]–[ ] OWNER TRUST (“Party B”)

Part 1. Termination Provisions.

(a) The following shall apply:

(i) Termination by Party A - Events of Default. Notwithstanding the provisions of Section 5(a), the only events which will constitute Events of Default when they occur in relation to Party B will be those events specified in Sections 5(a)(i) (Failure To Pay Or Deliver), and Section 5(a)(vii) (Bankruptcy), provided that with respect to Party B the provisions of Section 5(a)(vii) clauses (2), (7) and (9) will not be applicable as an Event of Default; clause (3) will not apply to Party B to the extent it refers to any assignment, arrangement or composition that is effected by or pursuant to the Indenture; clause (4) will not apply to Party B to the extent that it refers to proceedings or petitions instituted or presented by Party A or any of its Affiliates; clause(6) will not apply to Party B to the extent that it refers to (i) any appointment that is contemplated or effected by the Indenture (as defined herein) or (ii) any appointment that Party B has not become subject to); clause (8) will not apply to Party B to the extent that it applies to Section 5(a)(vii)(2), (4), (6), and (7) (except to the extent that such provisions are not disapplied with respect to Party B).

Accordingly, the provisions of Section 5(a)(ii) (Breach Of Agreement), the provisions of Section 5(a)(iii) (Credit Support Default) (other than Section 5(a)(iii)(1)), the provisions of Section 5(a)(iv) (Misrepresentation), the provisions of Section 5(a)(v) (Default Under Specified Transaction), the provisions of Section 5(a)(vi) (Cross Default), the provisions of Section 5(a)(vii) (Bankruptcy) set forth in the proviso in the preceding paragraph and the provisions of Section 5(a)(viii) (Merger Without Assumption) will in no circumstances be regarded as having given rise to an Event of Default with respect to Party B.

(ii) Termination by Party A - Termination Events Notwithstanding the provisions of Section 5(b), and save as otherwise provided herein, the only events which will constitute Termination Events when they occur in relation to Party B will be those events specified in Section 5(b)(i) (Illegality), Section 5(b)(ii) (Tax Event), Section 5(b)(iii) (Tax Event Upon Merger) and Section 5(b)(v) (Additional Termination Event); provided that Party A shall not be entitled to designate an Early Termination Date by reason of a Tax Event Upon Merger in respect of which it is the Affected Party. Accordingly, the provisions of Section 5(b)(iv) (Credit Event Upon Merger) will not be regarded as having given rise to a Termination Event with respect to Party B.

Schedule to ISDA Master Agreement

(iii)Termination by Party B - Events of Default and Termination Events. Save as otherwise provided herein, the provisions of Section 5 will apply with respect to Party A without amendment. For purposes of Section 5(a)(vi) (Cross Default), the Threshold Amount applicable to Party A shall be 3% of shareholder equity (excluding deposits).

(b) “Specified Entity” none specified in relation to either Party A or Party B.

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

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

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

Market Quotation will apply and the Second Method will apply; [provided, however, with respect to an early termination in which Party A is the Defaulting Party or sole Affected Party in respect of an Additional Termination Event or Tax Event Upon Merger, notwithstanding Section 6 of this Agreement, the following amendment to this Agreement set forth in paragraphs (i) to (vi) below shall apply:

(i) The definition of “Market Quotation” shall be deleted in its entirety and replaced with the following:

“Market Quotation” means, with respect to one or more Terminated Transactions, a Firm Offer which is (1) made by a Reference Market-maker that is an Eligible Replacement, (2) for an amount that would be paid to Party B (expressed as a negative number) or by Party B (expressed as a positive number) in consideration of an agreement between Party B and such Reference Market-maker to enter into a transaction (the “Replacement Transaction”) that would have the effect of preserving for such party the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transactions or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have been required after that Date, (3) made on the basis that Unpaid Amounts in respect of the Terminated Transaction or group of Transactions are to be excluded but, without limitation, any payment or delivery that would, but for the relevant Early Termination Date, have been required (assuming satisfaction of each applicable condition precedent) after that Early Termination Date is to be included and (4) made in respect of a Replacement Transaction with commercial terms substantially the same as those of this Agreement (save for the exclusion of provisions relating to Transactions that are not Terminated Transactions).”

2 Schedule to ISDA Master Agreement

(ii) The definition of “Settlement Amount” shall be deleted in its entirety and replaced with the following:

“Settlement Amount” means, with respect to any Early Termination Date, an amount (as determined by Party B) equal to:

(a) if, on or prior to such Early Termination Date, a Market Quotation for the relevant Terminated Transaction or group of Terminated Transactions is accepted by Party B so as to become legally binding, the Termination Currency Equivalent of the amount (whether positive or negative) of such Market Quotation;

(b) if, on such Early Termination Date, no Market Quotation for the relevant Terminated Transaction or group of Terminated Transactions is accepted by Party B so as to become legally binding and one or more Market Quotations have been communicated to Party B and remain capable of becoming legally binding upon acceptance by Party B, the Termination Currency Equivalent of the amount (whether positive or negative) of the lowest of such Market Quotations; and

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

(iii) For the purpose of sub-paragraph (4) of the definition of Market Quotation, Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether a Firm Offer is made in respect of a Replacement Transaction with commercial terms substantially the same as those of this Agreement (save for the exclusion of provisions relating to Transactions that are not Terminated Transactions).

(iv) Party B undertakes to use its reasonable efforts to obtain at least one Market Quotation before the Early Termination Date.

(v) If Party B requests Party A in writing to obtain Market Quotations, Party A shall use its reasonable efforts to do so before the Early Termination Date.

(vi) If the Settlement Amount is a negative number, Section 6(e)(i)(3) of this Agreement shall be deleted in its entirety and replaced with the following:

“Second Method and Market Quotation”. If Second Method and Market Quotation apply, (1) Party B shall pay to Party A an amount equal to the absolute value of the Settlement Amount in respect of the Terminated Transactions, (2) Party B shall pay to Party A the Termination Currency Equivalent of the Unpaid Amounts owing to Party A and (3) Party A shall pay to Party B the Termination Currency Equivalent of the Unpaid Amounts owing to Party B, provided that, (i) the amounts payable under (2) and (3) shall be subject to netting in accordance with Section 2(c) of this Agreement and (ii) notwithstanding any other provision of this Agreement, any amount payable by Party A under (3) shall not be netted-off against any amount payable by Party B under (1).”] [To be included if Moody’s is rating the transaction]

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

3 Schedule to ISDA Master Agreement

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

(i) Liquidations of Collateral. The following shall constitute an Additional Termination Event in which Party B shall be the sole Affected Party: Any liquidation of the Collateral occurs following an Event of Default under the Indenture or the Notes are otherwise redeemed or prepaid in full other than in connection with an optional purchase of Receivables pursuant to Section 9.01 of the Sale and Servicing Agreement.

(ii) Regulation AB Financial Disclosure. The following shall constitute an Additional Termination Event in which Party A shall be the sole Affected Party: The failure of Party A to materially comply with or materially perform any agreement or undertaking to be complied with or performed by Party A under Part 5(s) of this Schedule.

(iii) [Include relevant rating agency downgrade triggers, as applicable]

Part 2. Tax Representations

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

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

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

(i) Party A represents that it is a [     ] organized under the laws of [     ].

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

4 Schedule to ISDA Master Agreement

Part 3. Agreement to Deliver Documents.

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

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

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

(b) Other documents to be delivered are:

Party required to deliver document	Form/Document/ Certificate	Date by which to be delivered	Covered by Section 3(d) Representation of this Agreement
Party A and Party B	Evidence of the authority of the signatories of this Agreement including specimen signatures of such signatories.	Upon execution of this Agreement.	Yes
Party A	An opinion of counsel addressed to Party B in form and substance reasonably acceptable to Party B.	Upon execution of this Agreement.	No
Party B	An opinion of Party B’s counsel addressed to Party A in form and substance reasonably acceptable to Party A.	Upon execution of this Agreement.	No
Party B	A duly executed certificate of the secretary or assistant secretary of the Owner Trustee of Party B certifying the name and true signature of each person authorized to execute this Agreement and enter into Transactions for Party B.	Upon execution of this Agreement.	Yes
Party B	Copies of executed Indenture and Sale and Servicing Agreement.	Upon execution of such Agreements	Yes
Party A	Financial data relating to Party A, as required pursuant to Part 5(s) of this Schedule.	As required pursuant to Part 5(s) of this Schedule.	Yes

5 Schedule to ISDA Master Agreement

Party required to deliver document	Form/Document/ Certificate	Date by which to be delivered	Covered by Section 3(d) Representation of this Agreement
Party A	Executed Indemnification and Disclosure Agreement, among Party A, Nissan Motor Acceptance Company LLC and Nissan Auto Receivables Company II LLC relating to Party A’s furnished information for use in the Prospectus and other matters.	Upon or prior to execution of this Agreement	Yes

Part 4. Miscellaneous.

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

Address for notices or communications to Party A:

[     ]

[     ]

[     ]

[     ]

[     ]

[     ]

Address for notices or communications to Party B:

[     ]

[     ]

[     ]

[     ]

[     ]

With a copy to:

[     ]

[     ]

[     ]

Attention: [     ]

6 Schedule to ISDA Master Agreement

With a copy to the Indenture Trustee at:

[     ]

[     ]

[     ]

[     ]

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

Party A appoints as its Process Agent	[     ]
Party B appoints as its Process Agent	Not applicable

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

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

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

[Party A is not a Multibranch Party.]

Party B is not a Multibranch Party.

(f) Calculation Agent. The Calculation Agent is Party B, unless otherwise specified in a Confirmation in relation to the relevant Transaction.

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

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

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

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

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

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

7 Schedule to ISDA Master Agreement

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

(l) No Gross Up by Party B. Section 2(d)(i)(4) is hereby deleted and replaced by the following:

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

(B) if Party B is the party so required to deduct or withhold, then Party B shall make the relevant payment subject to such deduction or withholding and Party B will not be required to gross up.

For the avoidance of doubt, the fact that any payment is made by Party B subject to the provisions of (B) above shall at no time affect the obligations of Party A under (A) above.”

Part 5. Other Provisions.

(a) ISDA Definitions

The definitions and provisions contained in the 2006 ISDA Definitions (the “2006 Definitions”) as published by the International Swaps and Derivatives Association, Inc. are incorporated by reference into this Agreement. The Agreement and each Transaction will be governed by the 2006 Definitions as they may be officially amended and supplemented from time to time by ISDA.

For the sake of clarity, unless otherwise specified in this Agreement, the following documents shall govern in the order in which they are listed in the event of any inconsistency between any of the documents:

(i) the Confirmation;

(ii) the Schedule;

(iii) the 2006 Definitions; and

(iv) the printed form of ISDA Master Agreement.

(b) Relationship Between Parties

Each party will be deemed to represent to the other party on the date on which it enters into a Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for the Transaction):

(i) Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgement and upon advice from such advisors as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into that Transaction; it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered investment advice or a recommendation to enter into that Transaction. It has not received from the other party any assurance or guarantee as to the expected results of that Transaction.

8 Schedule to ISDA Master Agreement

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

(iii) Status of Parties. Each party is acting as principal and not as agent and the other party is not acting as a fiduciary for or as an advisor to it in respect of that Transaction.

(iv) Eligible Contract Participant. It is an “eligible contract participant” as defined in Section 1a(18) of the U.S. Commodity Exchange Act, as amended, 7 U.S.C. Section 1a(18).

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

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

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

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

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

(A) Party B consents to such transferee;

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

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

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

9 Schedule to ISDA Master Agreement

(ii) Except to the extent contemplated by the Indenture, neither this Agreement nor any interest in or under this Agreement may be transferred by Party B to any other entity save with Party A’s prior written consent (such consent not to be unreasonably withheld or delayed).

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

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

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

“Indenture Trustee” means [     ] or any successor, acting as Indenture Trustee pursuant to the Indenture.

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

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

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

(j) Indenture. Party B hereby acknowledges that Party A is a secured party under the Indenture with respect to this Agreement, and Party B agrees for the benefit of Party A that it will not amend the Indenture in a manner which materially and adversely affects the rights or obligations of Party A under the Indenture unless Party A shall have consented in writing to such action, if such consent is required pursuant to the Indenture.

(k) Limited Recourse. The liability of Party B to Party A hereunder is limited in recourse solely to the amounts payable to Party A from Available Amounts and amounts withdrawn from the Reserve Account in accordance with Section 5.07(b) of the Sale and Servicing Agreement, in each case, in accordance with the priority of payments set forth in Section 5.06(a) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, as applicable. The provisions of this paragraph shall survive the termination of this Agreement.

10 Schedule to ISDA Master Agreement

(l) No Petition. Party A hereby covenants and agrees that prior to the date which is one year (or, if longer, the applicable preference period) and one day after payment in full of all obligations of each Bankruptcy Remote Party in respect of all securities issued by any Bankruptcy Remote Party (i) it shall not authorize any Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of its property or to consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) it shall not commence or join with any other Person in commencing any proceeding against such Bankruptcy Remote Party under any bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. This section shall survive the termination of this Agreement.

As used above, “Bankruptcy Remote Party” means any of Nissan Auto Receivables Company II LLC and Party B.

(m) Confirmation. Each party acknowledges and agrees that the Confirmations executed as of the date hereof and designated as Party A [     ] shall be the only Transaction governed by this Agreement (it being understood that, in the event such Confirmations shall be amended (in any respect), such amendment shall not constitute (for purposes of this paragraph) a separate Transaction or a separate Confirmation). Party A and Party B shall not enter into any additional Confirmations or Transactions hereunder.

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

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

(p) [Insert rating agency downgrade provisions, as applicable]

(q) Definitions.

(i) Reference is made to that certain Sale and Servicing Agreement dated as of the date hereof (the “Sale and Servicing Agreement”) among Party B as the Issuer, and Nissan Auto Receivables Company II LLC, as seller, Nissan Motor Acceptance Company LLC, as servicer, and [     ], as indenture trustee. Capitalized terms used but not defined in this Agreement or this Schedule will have the meanings ascribed to them in the Sale and Servicing Agreement or, if not defined therein, in the Indenture (as defined below).

11 Schedule to ISDA Master Agreement

(ii) As used herein:

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

“Depositor” means Nissan Auto Receivables Company II LLC.

“Eligible Collateral” has the meaning set forth in the Credit Support Annex.

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

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

“Financial Institution“ means a bank, broker/dealer, insurance company, structured investment vehicle or derivative product company.

[“Fitch” means Fitch, Inc. or its successor.]

[“Fitch Approved Ratings” means a long-term unsecured and unsubordinated debt rating from Fitch of at least “[ ]” and a short-term unsecured and unsubordinated debt rating from Fitch of at least “[ ]”.]

[“Fitch Required Ratings” means a long-term unsecured and unsubordinated debt rating from Fitch of at least “[ ]”.]

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

“Indenture” means that certain Indenture dated as of the date hereof between Party B, as Issuer, and [     ], as Indenture Trustee.

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

12 Schedule to ISDA Master Agreement

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

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

“Preliminary Prospectus” means any preliminary prospectus prepared in connection with the public offering and sale of the Notes.

“Prospectus” means any prospectus prepared in connection with the public offering and sale of the Notes.

[“Rated Debt” means, with respect to a Relevant Entity, (1) in the case of S&P, (i) if such Relevant Entity is not a Financial Institution, S&P assigns (x) a long-term debt rating equal to or higher than “[ ]” to the counterparty, or (y) assigns a short-term debt rating equal to or higher than “[ ]” to the counterparty, or (ii) if such Relevant Entity is a Financial Institution, S&P assigns (x) a long-term debt rating equal to or higher than “[ ]” to the counterparty, or (y) assigns a short-term debt rating equal to or higher than “[ ]” to the counterparty, (2) in the case of Moody’s (i) Moody’s assigns (x) a long-term debt rating equal to or higher than “[ ]” to the counterparty, and (y) a short-term debt rating equal to or higher than “[ ]” to the counterparty (if the counterparty has both long-term and short-term debt ratings), or (ii) Moody’s assigns a long-term debt rating equal to or higher than “[ ]” to the counterparty (if the counterparty only has a long-term debt rating) and (3) in the case of Fitch, assigns a long-term unsecured and unsubordinated debt rating from Fitch of at least “[ ]” and a short-term unsecured and unsubordinated debt rating from Fitch of at least “[ ]”.]

“Rating Agencies” means [S&P, Moody’s and Fitch].

“Rating Agency Condition” means, with respect to any event or circumstance and each Rating Agency, either (a) written confirmation (which may be in the form of a letter, press release or other publication, or a change in such Rating Agency’s published ratings criteria to this effect) by such Rating Agency that the occurrence of such event or circumstance will not cause it to downgrade, qualify or withdraw its rating assigned to any of the Notes or (b) that such Rating Agency shall have been given notice of such event or circumstance at least ten days prior to the occurrence of such event or circumstance (or, if ten days’ advance notice is impracticable, as much advance notice as is practicable) and such Rating Agency shall not have issued any written notice that the occurrence of such event or circumstance will cause it to downgrade, qualify or withdraw its rating assigned to the Notes.

“Relevant Entities” means Party A and any guarantor under an Eligible Guarantee in respect of all of Party A’s present and future obligations under this Agreement.

[“S&P” means S&P Global Ratings, or its successor.]

“Servicer” means Nissan Motor Acceptance Company LLC.

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

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

13 Schedule to ISDA Master Agreement

(s) Regulation AB Financial Disclosure.

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

For the purpose of this Part 5(s):

“Deliver” includes actual delivery or transmission of information in an EDGAR-compatible format or, in the case of any financial information required to be delivered pursuant to Item 1115 of Regulation AB and Forms 8-K, 10-D and 10-K, making such financial information available in an EDGAR-compatible format for incorporation by reference to the extent permitted by Regulation AB, together with actual delivery of all necessary auditor’s consents.

“EDGAR” means the SEC’s Electronic Data Gathering, Analysis and Retrieval system.

“Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such regulation may be amended from time to time, 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 (January 7, 2005); Asset-Backed Securities Disclosure and Registration, Securities Act Release No. 33-9638. 79 Fed. Reg. 57184 (September 24, 2014)) or by the staff of the Commission, or as may be provided in writing by the Commission or its staff from time to time.

14 Schedule to ISDA Master Agreement

If at any time during a period that reports are being filed with respect to Party B and the Notes in accordance with the Exchange Act and the rules and regulations of the SEC, as reasonably calculated by the Depositor, the “significance percentage” of this Agreement for any class of the Notes is [8]% or more, Party A shall within five (5) Local Business Days following receipt of request therefor demonstrate to the satisfaction of the the Depositor that it is able to provide the Additional Information required under Item 1115(b)(1) of Regulation AB for Party A. If Party A is unable to satisfy the Depositor as to its ability to provide such information, Party A shall within five (5) Local Business Days following receipt of request therefor, at the sole expense of Party A, without any expense or liability to the Depositor or Party B, either (i) post Eligible Collateral, in form, substance and amount satisfactory to the Depositor, or (ii) cause an Eligible Replacement (which satisfies the Rating Agency Condition and any other requirements of this Agreement, including the requirement to deliver the indemnification and contribution agreement referred to in Part 3(b)) to replace Party A as party to this Agreement that has agreed to Deliver any information, report, certification or accountants’ consent when and as required under this Part 5(s) hereof.

If at any time during a period that reports are being filed with respect to Party B and the Notes in accordance with the Exchange Act and the rules and regulations of the SEC, as reasonably calculated by the Depositor, the “significance percentage” of this Agreement for any class of the Notes is [18]% or more, Party A shall within five (5) Local Business Days following receipt of request therefor demonstrate to the satisfaction of the Depositor that it is able to provide the Additional Information required under Item 1115(b)(2) of Regulation AB for Party A. If Party A is unable to satisfy the Depositor as to its ability to provide such information, Party A shall within five (5) Local Business Days following receipt of request therefor, at the sole expense of Party A, without any expense or liability to the Depositor or Party B, cause an Eligible Replacement (which satisfies the Rating Agency Condition and any other requirements of this Agreement, including the requirement to deliver the indemnification and contribution agreement referred to in Part 3(b)) to replace Party A as party to this Agreement that has agreed to Deliver any information, report, certification or accountants’ consent when and as required under this Part 5(s) hereof.

[signature pages follow]

15 Schedule to ISDA Master Agreement

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

NISSAN AUTO RECEIVABLES 20[ ]–[ ] OWNER TRUST
By:	[     ],
	not in its individual capacity
	but solely as owner trustee
By:

Name:

Title:

[     ]

By:

Name:

Title:

S-1 20[ ]-[ ] Trust Schedule to ISDA Master Agreement

ISDA

International Swap Dealers Association, Inc.

SCHEDULE

to the

Master Agreement

dated as of [________]

between

[________] (“Party A”) and

NISSAN AUTO RECEIVABLES 20[ ]–[ ] OWNER TRUST (“Party B”)

Part 1. Termination Provisions.

(a) The following shall apply:

(i) Termination by Party A—Events of Default. Notwithstanding the provisions of Section 5(a), the only events which will constitute Events of Default when they occur in relation to Party B will be those events specified in Sections 5(a)(i) (Failure To Pay Or Deliver), and Section 5(a)(vii) (Bankruptcy), provided that with respect to Party B the provisions of Section 5(a)(vii) clauses (2), (7) and (9) will not be applicable as an Event of Default; clause (3) will not apply to Party B to the extent it refers to any assignment, arrangement or composition that is effected by or pursuant to the Indenture; clause (4) will not apply to Party B to the extent that it refers to proceedings or petitions instituted or presented by Party A or any of its Affiliates; clause(6) will not apply to Party B to the extent that it refers to (i) any appointment that is contemplated or effected by the Indenture (as defined herein) or (ii) any appointment that Party B has not become subject to); clause (8) will not apply to Party B to the extent that it applies to Section 5(a)(vii)(2), (4), (6), and (7) (except to the extent that such provisions are not disapplied with respect to Party B).

Accordingly, the provisions of Section 5(a)(ii) (Breach Of Agreement), the provisions of Section 5(a)(iii) (Credit Support Default) (other than Section 5(a)(iii)(1)), the provisions of Section 5(a)(iv) (Misrepresentation), the provisions of Section 5(a)(v) (Default Under Specified Transaction), the provisions of Section 5(a)(vi) (Cross Default), the provisions of Section 5(a)(vii) (Bankruptcy) set forth in the proviso in the preceding paragraph and the provisions of Section 5(a)(viii) (Merger Without Assumption) will in no circumstances be regarded as having given rise to an Event of Default with respect to Party B.

(ii) Termination by Party A—Termination Events. Notwithstanding the provisions of Section 5(b), and save as otherwise provided herein, the only events which will constitute Termination Events when they occur in relation to Party B will be those events specified in Section 5(b)(i) (Illegality), Section 5(b)(ii) (Tax Event), Section 5(b)(iii) (Tax Event Upon Merger) and Section 5(b)(v) (Additional Termination Event); provided that Party A shall not be entitled to designate an Early Termination Date by reason of a Tax Event Upon Merger in respect of which it is the Affected Party. Accordingly, the provisions of Section 5(b)(iv) (Credit Event Upon Merger) will not be regarded as having given rise to a Termination Event with respect to Party B.

Schedule to ISDA Master Agreement

(iii) Termination by Party B—Events of Default and Termination Events. Save as otherwise provided herein, the provisions of Section 5 will apply with respect to Party A without amendment. For purposes of Section 5(a)(vi) (Cross Default), the Threshold Amount applicable to Party A shall be 3% of shareholder equity (excluding deposits).

(b) “Specified Entity” none specified in relation to either Party A or Party B.

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

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

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

Market Quotation will apply and the Second Method will apply; [provided, however, with respect to an early termination in which Party A is the Defaulting Party or sole Affected Party in respect of an Additional Termination Event or Tax Event Upon Merger, notwithstanding Section 6 of this Agreement, the following amendment to this Agreement set forth in paragraphs (i) to (vi) below shall apply:

(i) The definition of “Market Quotation” shall be deleted in its entirety and replaced with the following:

“Market Quotation” means, with respect to one or more Terminated Transactions, a Firm Offer which is (1) made by a Reference Market-maker that is an Eligible Replacement, (2) for an amount that would be paid to Party B (expressed as a negative number) or by Party B (expressed as a positive number) in consideration of an agreement between Party B and such Reference Market-maker to enter into a transaction (the “Replacement Transaction”) that would have the effect of preserving for such party the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transactions or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have been required after that Date, (3) made on the basis that Unpaid Amounts in respect of the Terminated Transaction or group of Transactions are to be excluded but, without limitation, any payment or delivery that would, but for the relevant Early Termination Date, have been required (assuming satisfaction of each applicable condition precedent) after that Early Termination Date is to be included and (4) made in respect of a Replacement Transaction with commercial terms substantially the same as those of this Agreement (save for the exclusion of provisions relating to Transactions that are not Terminated Transactions).”

2 Schedule to ISDA Master Agreement

(ii) The definition of “Settlement Amount” shall be deleted in its entirety and replaced with the following:

“Settlement Amount” means, with respect to any Early Termination Date, an amount (as determined by Party B) equal to:

(a) if, on or prior to such Early Termination Date, a Market Quotation for the relevant Terminated Transaction or group of Terminated Transactions is accepted by Party B so as to become legally binding, the Termination Currency Equivalent of the amount (whether positive or negative) of such Market Quotation;

(b) if, on such Early Termination Date, no Market Quotation for the relevant Terminated Transaction or group of Terminated Transactions is accepted by Party B so as to become legally binding and one or more Market Quotations have been communicated to Party B and remain capable of becoming legally binding upon acceptance by Party B, the Termination Currency Equivalent of the amount (whether positive or negative) of the lowest of such Market Quotations; and

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

(iii) For the purpose of sub-paragraph (4) of the definition of Market Quotation, Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether a Firm Offer is made in respect of a Replacement Transaction with commercial terms substantially the same as those of this Agreement (save for the exclusion of provisions relating to Transactions that are not Terminated Transactions).

(iv) Party B undertakes to use its reasonable efforts to obtain at least one Market Quotation before the Early Termination Date.

(v) If Party B requests Party A in writing to obtain Market Quotations, Party A shall use its reasonable efforts to do so before the Early Termination Date.

(vi) If the Settlement Amount is a negative number, Section 6(e)(i)(3) of this Agreement shall be deleted in its entirety and replaced with the following:

“Second Method and Market Quotation”. If Second Method and Market Quotation apply, (1) Party B shall pay to Party A an amount equal to the absolute value of the Settlement Amount in respect of the Terminated Transactions, (2) Party B shall pay to Party A the Termination Currency Equivalent of the Unpaid Amounts owing to Party A and (3) Party A shall pay to Party B the Termination Currency Equivalent of the Unpaid Amounts owing to Party B, provided that, (i) the amounts payable under (2) and (3) shall be subject to netting in accordance with Section 2(c) of this Agreement and (ii) notwithstanding any other provision of this Agreement, any amount payable by Party A under (3) shall not be netted-off against any amount payable by Party B under (1).”] [To be included if Moody’s is rating the transaction]

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

3 Schedule to ISDA Master Agreement

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

(i) Liquidations of Collateral. The following shall constitute an Additional Termination Event in which Party B shall be the sole Affected Party: Any liquidation of the Collateral occurs following an Event of Default under the Indenture or the Notes are otherwise redeemed or prepaid in full other than in connection with an optional purchase of Receivables pursuant to Section 9.01 of the Sale and Servicing Agreement.

(ii) Regulation AB Financial Disclosure. The following shall constitute an Additional Termination Event in which Party A shall be the sole Affected Party: The failure of Party A to materially comply with or materially perform any agreement or undertaking to be complied with or performed by Party A under Part 5(s) of this Schedule.

(iii) [Include relevant rating agency downgrade triggers, as applicable]

Part 2. Tax Representations

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

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

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

(i) Party A represents that it is a [___________] organized under the laws of [________].

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

Part 3. Agreement to Deliver Documents.

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

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

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

4 Schedule to ISDA Master Agreement

(b) Other documents to be delivered are:

Party required to deliver document	Form/Document/ Certificate	Date by which to be delivered	Covered by Section 3(d) Representation of this Agreement
Party A and Party B	Evidence of the authority of the signatories of this Agreement including specimen signatures of such signatories.	Upon execution of this Agreement.	Yes
Party A	An opinion of counsel addressed to Party B in form and substance reasonably acceptable to Party B.	Upon execution of this Agreement.	No
Party B	An opinion of Party B’s counsel addressed to Party A in form and substance reasonably acceptable to Party A.	Upon execution of this Agreement.	No
Party B	A duly executed certificate of the secretary or assistant secretary of the Owner Trustee of Party B certifying the name and true signature of each person authorized to execute this Agreement and enter into Transactions for Party B.	Upon execution of this Agreement.	Yes
Party B	Copies of executed Indenture and Sale and Servicing Agreement.	Upon execution of such Agreements	Yes
Party A	Financial data relating to Party A, as required pursuant to Part 5(s) of this Schedule.	As required pursuant to Part 5(s) of this Schedule.	Yes
Party A	Executed Indemnification and Disclosure Agreement, among Party A, Nissan Motor Acceptance Company LLC and Nissan Auto Receivables Company II LLC relating to Party A’s furnished information for use in the Prospectus and other matters.	Upon or prior to execution of this Agreement	Yes

5 Schedule to ISDA Master Agreement

Part 4. Miscellaneous.

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

Address for notices or communications to Party A:

[____________]

[____________]

[____________]

[____________]

[____________]

[____________]

Address for notices or communications to Party B:

[____________]

[____________]

[____________]

[____________]

[____________]

With a copy to:

[____________]

[____________]

[____________]

Attention: [____________]

With a copy to the Indenture Trustee at:

[____________]

[____________]

[____________]

[____________]

6 Schedule to ISDA Master Agreement

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

Party A appoints as its Process Agent	[____________]
Party B appoints as its Process Agent	Not applicable

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

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

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

[Party A is not a Multibranch Party.]

Party B is not a Multibranch Party.

(f) Calculation Agent. The Calculation Agent is Party B, unless otherwise specified in a Confirmation in relation to the relevant Transaction.

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

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

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

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

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

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

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

7 Schedule to ISDA Master Agreement

(l) No Gross Up by Party B. Section 2(d)(i)(4) is hereby deleted and replaced by the following:

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

(B)if Party B is the party so required to deduct or withhold, then Party B shall make the relevant payment subject to such deduction or withholding and Party B will not be required to gross up.

For the avoidance of doubt, the fact that any payment is made by Party B subject to the provisions of (B) above shall at no time affect the obligations of Party A under (A) above.”

Part 5. Other Provisions.

(a) ISDA Definitions

The definitions and provisions contained in the 2006 ISDA Definitions (the “2006 Definitions”) as published by the International Swaps and Derivatives Association, Inc. are incorporated by reference into this Agreement. The Agreement and each Transaction will be governed by the 2006 Definitions as they may be officially amended and supplemented from time to time by ISDA.

For the sake of clarity, unless otherwise specified in this Agreement, the following documents shall govern in the order in which they are listed in the event of any inconsistency between any of the documents:

(i) the Confirmation;

(ii) the Schedule;

(iii) the 2006 Definitions; and

(iv) the printed form of ISDA Master Agreement.

(b) Relationship Between Parties

Each party will be deemed to represent to the other party on the date on which it enters into a Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for the Transaction):

(i) Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgement and upon advice from such advisors as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into that Transaction; it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered investment advice or a recommendation to enter into that Transaction. It has not received from the other party any assurance or guarantee as to the expected results of that Transaction.

8 Schedule to ISDA Master Agreement

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

(iii) Status of Parties. Each party is acting as principal and not as agent and the other party is not acting as a fiduciary for or as an advisor to it in respect of that Transaction.

(iv) Eligible Contract Participant. It is an “eligible contract participant” as defined in Section 1a(18) of the U.S. Commodity Exchange Act, as amended, 7 U.S.C. Section 1a(18).

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

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

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

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

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

(A) Party B consents to such transferee;

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

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

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

9 Schedule to ISDA Master Agreement

(ii) Except to the extent contemplated by the Indenture, neither this Agreement nor any interest in or under this Agreement may be transferred by Party B to any other entity save with Party A’s prior written consent (such consent not to be unreasonably withheld or delayed).

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

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

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

“Indenture Trustee” means [_________] or any successor, acting as Indenture Trustee pursuant to the Indenture.

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

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

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

(j) Indenture. Party B hereby acknowledges that Party A is a secured party under the Indenture with respect to this Agreement, and Party B agrees for the benefit of Party A that it will not amend the Indenture in a manner which materially and adversely affects the rights or obligations of Party A under the Indenture unless Party A shall have consented in writing to such action, if such consent is required pursuant to the Indenture.

(k) Limited Recourse. The liability of Party B to Party A hereunder is limited in recourse solely to the amounts payable to Party A from Available Amounts and amounts withdrawn from the Reserve Account in accordance with Section 5.07(b) of the Sale and Servicing Agreement, in each case, in accordance with the priority of payments set forth in Section 5.06(a) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, as applicable. The provisions of this paragraph shall survive the termination of this Agreement.

10 Schedule to ISDA Master Agreement

(l) No Petition. Party A hereby covenants and agrees that prior to the date which is one year (or, if longer, the applicable preference period) and one day after payment in full of all obligations of each Bankruptcy Remote Party in respect of all securities issued by any Bankruptcy Remote Party (i) it shall not authorize any Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of its property or to consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) it shall not commence or join with any other Person in commencing any proceeding against such Bankruptcy Remote Party under any bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. This section shall survive the termination of this Agreement.

As used above, “Bankruptcy Remote Party” means any of Nissan Auto Receivables Company II LLC and Party B.

(m) Confirmation. Each party acknowledges and agrees that the Confirmations executed as of the date hereof and designated as Party A [____________] shall be the only Transaction governed by this Agreement (it being understood that, in the event such Confirmations shall be amended (in any respect), such amendment shall not constitute (for purposes of this paragraph) a separate Transaction or a separate Confirmation). Party A and Party B shall not enter into any additional Confirmations or Transactions hereunder.

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

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

(p) [Insert rating agency downgrade provisions, as applicable]

(q) Definitions.

(i) Reference is made to that certain Sale and Servicing Agreement dated as of the date hereof (the “Sale and Servicing Agreement”) among Party B as the Issuer, and Nissan Auto Receivables Company II LLC, as seller, Nissan Motor Acceptance Company LLC, as servicer, and [____________], as indenture trustee. Capitalized terms used but not defined in this Agreement or this Schedule will have the meanings ascribed to them in the Sale and Servicing Agreement or, if not defined therein, in the Indenture (as defined below).

11 Schedule to ISDA Master Agreement

(ii) As used herein:

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

“Depositor” means Nissan Auto Receivables Company II LLC.

“Eligible Collateral” has the meaning set forth in the Credit Support Annex.

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

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

“Financial Institution“ means a bank, broker/dealer, insurance company, structured investment vehicle or derivative product company.

[“Fitch” means Fitch, Inc. or its successor.]

[“Fitch Approved Ratings” means a long-term unsecured and unsubordinated debt rating from Fitch of at least “[ ]” and a short-term unsecured and unsubordinated debt rating from Fitch of at least “[ ]”.]

[“Fitch Required Ratings” means a long-term unsecured and unsubordinated debt rating from Fitch of at least “[ ]”.]

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

“Indenture” means that certain Indenture dated as of the date hereof between Party B, as Issuer, and [____________], as Indenture Trustee.

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

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

12 Schedule to ISDA Master Agreement

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

“Preliminary Prospectus” means any preliminary prospectus prepared in connection with the public offering and sale of the Notes.

“Prospectus” means any prospectus prepared in connection with the public offering and sale of the Notes.

[“Rated Debt” means, with respect to a Relevant Entity, (1) in the case of S&P, (i) if such Relevant Entity is not a Financial Institution, S&P assigns (x) a long-term debt rating equal to or higher than “[ ]” to the counterparty, or (y) assigns a short-term debt rating equal to or higher than “[ ]” to the counterparty, or (ii) if such Relevant Entity is a Financial Institution, S&P assigns (x) a long-term debt rating equal to or higher than “[ ]” to the counterparty, or (y) assigns a short-term debt rating equal to or higher than “[ ]” to the counterparty, (2) in the case of Moody’s (i) Moody’s assigns (x) a long-term debt rating equal to or higher than “[ ]” to the counterparty, and (y) a short-term debt rating equal to or higher than “[ ]” to the counterparty (if the counterparty has both long-term and short-term debt ratings), or (ii) Moody’s assigns a long-term debt rating equal to or higher than “[ ]” to the counterparty (if the counterparty only has a long-term debt rating) and (3) in the case of Fitch, assigns a long-term unsecured and unsubordinated debt rating from Fitch of at least “[ ]” and a short-term unsecured and unsubordinated debt rating from Fitch of at least “[ ]”.]

“Rating Agencies” means [S&P, Moody’s and Fitch].

“Rating Agency Condition” means, with respect to any event or circumstance and each Rating Agency, either (a) written confirmation (which may be in the form of a letter, press release or other publication, or a change in such Rating Agency’s published ratings criteria to this effect) by such Rating Agency that the occurrence of such event or circumstance will not cause it to downgrade, qualify or withdraw its rating assigned to any of the Notes or (b) that such Rating Agency shall have been given notice of such event or circumstance at least ten days prior to the occurrence of such event or circumstance (or, if ten days’ advance notice is impracticable, as much advance notice as is practicable) and such Rating Agency shall not have issued any written notice that the occurrence of such event or circumstance will cause it to downgrade, qualify or withdraw its rating assigned to the Notes.

“Relevant Entities” means Party A and any guarantor under an Eligible Guarantee in respect of all of Party A’s present and future obligations under this Agreement.

[“S&P” means S&P Global Ratings, or its successor.]

“Servicer” means Nissan Motor Acceptance Company LLC.

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

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

13 Schedule to ISDA Master Agreement

(s) Regulation AB Financial Disclosure.

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

For the purpose of this Part 5(s):

“Deliver” includes actual delivery or transmission of information in an EDGAR-compatible format or, in the case of any financial information required to be delivered pursuant to Item 1115 of Regulation AB and Forms 8-K, 10-D and 10-K, making such financial information available in an EDGAR-compatible format for incorporation by reference to the extent permitted by Regulation AB, together with actual delivery of all necessary auditor’s consents.

“EDGAR” means the SEC’s Electronic Data Gathering, Analysis and Retrieval system.

“Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such regulation may be amended from time to time, 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 (January 7, 2005); Asset-Backed Securities Disclosure and Registration, Securities Act Release No. 33-9638. 79 Fed. Reg. 57184 (September 24, 2014)) or by the staff of the Commission, or as may be provided in writing by the Commission or its staff from time to time.

14 Schedule to ISDA Master Agreement

If at any time during a period that reports are being filed with respect to Party B and the Notes in accordance with the Exchange Act and the rules and regulations of the SEC, as reasonably calculated by the Depositor, the “significance percentage” of this Agreement for any class of the Notes is [8]% or more, Party A shall within five (5) Local Business Days following receipt of request therefor demonstrate to the satisfaction of the the Depositor that it is able to provide the Additional Information required under Item 1115(b)(1) of Regulation AB for Party A. If Party A is unable to satisfy the Depositor as to its ability to provide such information, Party A shall within five (5) Local Business Days following receipt of request therefor, at the sole expense of Party A, without any expense or liability to the Depositor or Party B, either (i) post Eligible Collateral, in form, substance and amount satisfactory to the Depositor, or (ii) cause an Eligible Replacement (which satisfies the Rating Agency Condition and any other requirements of this Agreement, including the requirement to deliver the indemnification and contribution agreement referred to in Part 3(b)) to replace Party A as party to this Agreement that has agreed to Deliver any information, report, certification or accountants’ consent when and as required under this Part 5(s) hereof.

If at any time during a period that reports are being filed with respect to Party B and the Notes in accordance with the Exchange Act and the rules and regulations of the SEC, as reasonably calculated by the Depositor, the “significance percentage” of this Agreement for any class of the Notes is [18]% or more, Party A shall within five (5) Local Business Days following receipt of request therefor demonstrate to the satisfaction of the Depositor that it is able to provide the Additional Information required under Item 1115(b)(2) of Regulation AB for Party A. If Party A is unable to satisfy the Depositor as to its ability to provide such information, Party A shall within five (5) Local Business Days following receipt of request therefor, at the sole expense of Party A, without any expense or liability to the Depositor or Party B, cause an Eligible Replacement (which satisfies the Rating Agency Condition and any other requirements of this Agreement, including the requirement to deliver the indemnification and contribution agreement referred to in Part 3(b)) to replace Party A as party to this Agreement that has agreed to Deliver any information, report, certification or accountants’ consent when and as required under this Part 5(s) hereof.

[signature pages follow]

15 Schedule to ISDA Master Agreement

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

NISSAN AUTO RECEIVABLES 20[ ]–[ ] OWNER TRUST
By:	[____________],
	not in its individual capacity
	but solely as owner trustee
By:
Name:
Title:
[____________]
By:
Name:
Title:

S-1 20[ ]-[ ] Trust Schedule to ISDA Master Agreement

EX-10.5

Exhibit 10.5

NISSAN AUTO RECEIVABLES 20[ ]-[ ] OWNER TRUST

(a Delaware Statutory Trust)

AMENDED AND RESTATED TRUST AGREEMENT

between

NISSAN AUTO RECEIVABLES COMPANY II LLC,

as Depositor,

[_______________],

as Owner Trustee

and

[_____________],

as Certificate Registrar and Paying Agent

Dated as of [________________]

TABLE OF CONTENTS

	Page
ARTICLE I
DEFINITIONS
1
Section 1.01. Definitions		1
Section 1.02. Usage of Terms		1
ARTICLE II
CREATION OF ISSUER
1
Section 2.01. Creation of Trust		1
Section 2.02. Office		2
Section 2.03. Purposes and Powers		2
Section 2.04. Appointment of the Owner Trustee		2
Section 2.05. Declaration of Issuer		3
Section 2.06. Liability of the Certificateholders		3
Section 2.07. Title to Trust Property		3
Section 2.08. Situs of Trust		3
Section 2.09. Representations and Warranties of the Depositor		4
Section 2.10. Covenants of the Certificateholder		5
ARTICLE III
CERTIFICATES AND TRANSFER OF INTERESTS
5
Section 3.01. The Certificates		5
Section 3.02. Authentication of Certificates		5
Section 3.03. Registration of Transfer and Exchange of Certificates		6
Section 3.04. Mutilated, Destroyed, Lost or Stolen Certificates		10
Section 3.05. Persons Deemed Certificateholders		10
Section 3.06. Access to List of Certificateholders’ Names and Addresses		11
Section 3.07. Maintenance of Office or Agency		11
Section 3.08. Appointment of Paying Agent		11
Section 3.09. Legending of Certificates		12
Section 3.10. Actions of Certificateholders		13
ARTICLE IV
ACTIONS BY OWNER TRUSTEE OR CERTIFICATEHOLDERS
13
Section 4.01. Prior Notice to Certificateholders with Respect to Certain Matters		13
Section 4.02. Action by Certificateholders with Respect to Certain Matters		14
Section 4.03. Action with Respect to Bankruptcy		14
Section 4.04. Restrictions on Certificateholders’ Power		14
Section 4.05. Majority of the Certificates Control		14

-i-

TABLE OF CONTENTS

(continued)

	Page
ARTICLE V
APPLICATION OF TRUST FUNDS; CERTAIN DUTIES
15
Section 5.01. Establishment of Accounts		15
Section 5.02. Application of Amounts in Trust Accounts		16
Section 5.03. Method of Payment		16
Section 5.04. Accounting and Reports to the Noteholders, the Certificateholders, the Internal Revenue Service and Others		16
Section 5.05. Signature on Returns; Partnership Representative		17
Section 5.06. Duties of Depositor on Behalf of Issuer		18
ARTICLE VI
AUTHORITY AND DUTIES OF OWNER TRUSTEE
18
Section 6.01. General Authority		18
Section 6.02. General Duties		18
Section 6.03. Duties of the Owner Trustee		19
Section 6.04. No Duties Except as Specified in this Agreement or in Instructions		20
Section 6.05. No Action Except Under Specified Documents or Instructions		20
Section 6.06. Restrictions		21
ARTICLE VII
CONCERNING THE OWNER TRUSTEE
21
Section 7.01. Rights of the Owner Trustee		21
Section 7.02. Furnishing of Documents		23
Section 7.03. Representations and Warranties		23
Section 7.04. Reliance; Advice of Counsel		23
Section 7.05. Not Acting in Individual Capacity		24
Section 7.06. Owner Trustee Not Liable for Certificates or Receivables		24
Section 7.07. Owner Trustee May Own Certificates and Notes		25
ARTICLE VIII
COMPENSATION OF OWNER TRUSTEE
25
Section 8.01. Owner Trustee’s Fees and Expenses		25
Section 8.02. Indemnification		25
Section 8.03. Payments to the Owner Trustee		26
ARTICLE IX
TERMINATION OF TRUST AGREEMENT
26
Section 9.01. Termination of Trust Agreement		26

-ii-

TABLE OF CONTENTS

(continued)

	Page
ARTICLE X
SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES
28
Section 10.01. Eligibility Requirements for Owner Trustee		28
Section 10.02. Resignation or Removal of Owner Trustee		28
Section 10.03. Successor Owner Trustee		28
Section 10.04. Merger or Consolidation of Owner Trustee		29
Section 10.05. Appointment of Co-Trustee or Separate Trustee		29
ARTICLE XI
MISCELLANEOUS
31
Section 11.01. Supplements and Amendments.		31
Section 11.02. No Legal Title to Owner Trust Estate in Certificateholders		32
Section 11.03. Limitations on Rights of Others		32
Section 11.04. Notices.		32
Section 11.05. Severability and Entire Agreement		33
Section 11.06. Counterparts and Electronic Signature		33
Section 11.07. Successors and Assigns		33
Section 11.08. No Petition		33
Section 11.09. No Recourse		33
Section 11.10. Headings		34
Section 11.11. GOVERNING LAW		34
Section 11.12. Waiver of Jury Trial; Submission to Jurisdiction		34
Section 11.13. USA PATRIOT Act; AML Law Compliance		35

Exhibit A	Form of Certificate
Exhibit B	Form of Transferee Representation Letter
Exhibit C	Form of Transferor Representation Letter

-iii-

AMENDED AND RESTATED TRUST AGREEMENT, dated as of [______________] (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), among NISSAN AUTO RECEIVABLES COMPANY II LLC, a Delaware limited liability company, as depositor (the “Depositor”), and [_______________], a [_______________], not in its individual capacity but solely as owner trustee (in such capacity, the “Owner Trustee”), and [________________], a [________________] as certificate registrar and paying agent (in such capacity, as applicable, the “Certificate Registrar” or the “Paying Agent”), amending and restating in its entirety the Trust Agreement, dated as of [________________] (the “Original Trust Agreement”), between the Depositor and the Owner Trustee, and herein referred to as the “Trust Agreement” or this “Agreement.”

IN CONSIDERATION of the mutual agreements herein contained, and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Definitions. Except as otherwise specified herein or if the context may otherwise require, capitalized terms used but not otherwise defined herein have the respective meanings assigned to such terms in the Sale and Servicing Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Sale and Servicing Agreement”), by and among Nissan Auto Receivables Company II LLC, as seller, Nissan Motor Acceptance Company LLC, as servicer, Nissan Auto Receivables 20[ ]-[ ] Owner Trust, as issuer, and [________________], as indenture trustee (the “Indenture Trustee”).

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

ARTICLE II

CREATION OF ISSUER

SECTION 2.01. Creation of Trust. A Delaware statutory trust known as “Nissan Auto Receivables 20[ ]-[ ] Owner Trust” was formed in accordance with the provisions of the Statutory Trust Act pursuant to the Original Trust Agreement, under which name the Issuer may engage in activities as permitted by the Basic Documents, make and execute contracts and other instruments and sue and be sued, to the extent provided herein.

1 (NAROT 20[ ]-[ ] Amended & Restated Trust Agreement)

SECTION 2.02. Office. The principal place of business of the Issuer for purposes of Delaware law shall be in care of the Owner Trustee at the Corporate Trust Office or at such other address in Delaware as the Owner Trustee may designate by written notice to the Certificateholders and the Servicer. The Issuer may establish additional offices located at such place or places inside or outside of the State of Delaware as the Owner Trustee may designate by written notice to the Certificateholders and the Administrator.

SECTION 2.03. Purposes and Powers. The purpose of the Issuer is, and the Issuer shall have the power and authority and is authorized, to engage in the following activities:

(a) to issue Notes pursuant to the Indenture and Certificates pursuant to this Agreement;

(b) [to enter into and perform its obligations under any interest rate protection agreement or agreements relating to the Notes between the Issuer and one or more counterparties, including any confirmations evidencing the transactions thereunder, each of which is an interest rate swap, an interest rate cap, an obligation to enter into any of the foregoing or any combination of any of the foregoing (including the Interest Rate [Swap][Cap] Agreement(s));]

(c) to acquire the Transferred Assets from the Depositor in exchange for the Notes and Certificates pursuant to the Sale and Servicing Agreement;

(d) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to, and on the terms and conditions set forth in, the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture as set forth therein and in the Sale and Servicing Agreement;

(e) to enter into and perform its obligations under the Basic Documents to which it is to be a party;

(f) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and

(g) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to [the Swap Counterparty,] the Certificateholders and the Noteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any.

The Issuer shall not engage in any activity other than in connection with the foregoing and as required or authorized by the terms of the Basic Documents.

SECTION 2.04. Appointment of the Owner Trustee. The Seller hereby appoints the Owner Trustee as trustee of the Issuer effective as of the date hereof, to have all the rights, powers and duties set forth herein.

2 (NAROT 20[ ]-[ ] Amended & Restated Trust Agreement)

SECTION 2.05. Declaration of Issuer. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Issuer under the Basic Documents. It is the intention of the parties hereto that the Issuer constitute a statutory trust under the Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust. It is the intention of the parties hereto that, for U.S. federal income tax, state and local income tax and franchise tax purposes, until the Certificates are beneficially owned by more than one Person (and all such owners are not treated as the same Person for U.S. federal income tax purposes), the Issuer will be disregarded as an entity separate from the Depositor (or another Person that beneficially owns all of the Certificates) and the Notes will be characterized as debt. At such time that the Certificates are beneficially owned by more than one Person (and all such owners are not treated as the same Person for U.S. federal income tax purposes), it is the intention of the parties hereto that, for income and franchise tax purposes, the Issuer shall be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Issuer, the partners of the partnership being the Certificateholders, and the Notes being debt of the partnership. The Depositor and the Certificateholders, by acceptance of a Certificate, agree to such treatment and agree to take no action inconsistent with such treatment. The parties agree that, unless otherwise required by appropriate tax authorities, until the Certificates are beneficially owned by more than one Person (and all such owners are not treated as the same Person for U.S. federal income tax purposes), the Issuer will not file or cause to be filed annual or other necessary tax returns, reports and other forms inconsistent with the characterization of the Issuer as a disregarded entity of its owner. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, in the Statutory Trust Act with respect to accomplishing the purposes of the Issuer. At the direction of the Depositor, the Owner Trustee caused to be filed the Certificate of Trust pursuant to the Statutory Trust Act, and the Owner Trustee shall file or cause to be filed such amendments thereto as shall be necessary or appropriate to satisfy the purposes of this Agreement and as shall be consistent with the provisions hereof.

SECTION 2.06. Liability of the Certificateholders. No Certificateholder (including the Depositor if the Depositor is a Certificateholder) shall have any personal liability for any liability or obligation of the Issuer, solely by reason of it being a Certificateholder.

SECTION 2.07. Title to Trust Property. Legal title to all of the Owner Trust Estate shall be vested at all times in the Issuer as a separate legal entity.

SECTION 2.08. Situs of Trust. The Issuer will be located in Delaware and administered in the states of Delaware or [__________]. All bank accounts maintained by the Owner Trustee on behalf of the Issuer shall be located in the State of Delaware or the State of [__________]. The Issuer shall not have any employees in any state other than Delaware; provided, however, that nothing herein shall restrict or prohibit the Owner Trustee from having employees within or without the State of Delaware. Payments will be received by the Issuer only in Delaware or [__________], and payments will be made by the Issuer only from Delaware or [__________]. The principal office of the Issuer will be at the Corporate Trust Office in Delaware.

3 (NAROT 20[ ]-[ ] Amended & Restated Trust Agreement)

SECTION 2.09. Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that as of the Closing Date:

(a) Organization and Good Standing. The Depositor is duly organized, validly existing and in good standing under the laws of the state of its formation, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and has, power, authority and legal right to acquire and own the Receivables.

(b) Due Qualification. The Depositor is duly qualified to do business as a foreign entity in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, and where the failure to so qualify would have a material adverse effect on the ability of the Depositor to perform its obligations under this Agreement.

(c) Power and Authority. The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms. The Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited as part of the Owner Trust Estate and has duly authorized such sale and assignment to the Issuer by all necessary action; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary action.

(d) Binding Obligations. This Agreement is a legal, valid and binding obligation of the Depositor enforceable in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general equitable principles, regardless of whether such enforceability shall be considered in a proceeding in equity or law.

(e) No Violation. The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the governing documents of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it shall be bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than the Basic Documents); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties; which breach, default, conflict, Lien or violation in any case would have a material adverse effect on the ability of the Depositor to perform its obligations under this Agreement.

(f) No Proceedings. There are no proceedings or investigations pending, or, to the Depositor’s knowledge, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement; (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement; (iii) seeking any determination or ruling that would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement; or (iv) relating to the Depositor and that would adversely affect the federal or any state income tax attributes of the Issuer, the Certificates or the Notes.

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(g) Independent Manager. Notwithstanding anything to the contrary in the Depositor’s Formation Documents, the Depositor shall ensure that at least one manager of the Depositor shall be an Independent Manager.

SECTION 2.10. Covenants of the Certificateholder. Each Certificateholder, by becoming a beneficial owner of the Certificate, hereby acknowledges and agrees (a) that the Certificateholder is subject to the terms, provisions and conditions of the Certificate, to which the Certificateholder agrees to be bound; and (b) that it shall not take any position in such Certificateholder’s tax returns inconsistent with Section 2.05 herein and Section 2.13 of the Indenture.

ARTICLE III

CERTIFICATES AND TRANSFER OF INTERESTS

SECTION 3.01. The Certificates. The Certificates shall be issued with an initial face amount equal to the Original Certificate Balance and in minimum denominations of $[_______] and in integral multiples of $[______] in excess thereof; provided, that the final aggregate $[_______] distributed to the Certificateholders under the Basic Documents shall be deemed to repay the Certificate Balance in full and reduce the face amount of the Certificates to $0. The Certificates shall be executed on behalf of the Issuer by manual or facsimile signature of an Authorized Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee or its authenticating agent by the manual or facsimile signature of an Authorized Officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Issuer, shall be validly issued and entitled to the benefits of this Agreement and shall be valid and binding obligations of the Issuer, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates.

The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto.

If a transfer of a Certificate is permitted pursuant to Section 3.10, a transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.03.

SECTION 3.02. Authentication of Certificates. Concurrently with the initial transfer of the Receivables to the Issuer pursuant to the Sale and Servicing Agreement, the Owner Trustee shall cause to be executed, authenticated and delivered on behalf of the Issuer to the Depositor, Certificates in an aggregate principal amount equal to the Original Certificate Balance and evidencing the ownership of the Issuer. No Certificate shall entitle its Holder to any benefit under this Agreement or be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Owner Trustee’s authenticating agent, by manual or facsimile signature of an Authorized Officer, and such authentication shall constitute conclusive evidence, and the only evidence, that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. [[_______________] shall be the initial authenticating agent of the Owner Trustee hereunder, and all references herein to authentication by the Owner Trustee shall be deemed to include the authenticating agent.]

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SECTION 3.03. Registration of Transfer and Exchange of Certificates.

(a) The Certificate Registrar shall keep or cause to be kept, at its Corporate Trust Office, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. [_______________] shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which shall agree to act in accordance with the provisions of this Agreement applicable to it and otherwise acceptable to the Owner Trustee and the Certificateholders, to act as successor Certificate Registrar under this Agreement.

(b) Upon surrender for registration of transfer of any Certificate at the Corporate Trust Office of the Certificate Registrar or other office or agency maintained pursuant to Section 3.07, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.

(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the related Certificateholder or such Certificateholder’s attorney duly authorized in writing and accompanied by IRS Form W-8BEN-E, W-8ECI or W-9, as applicable, and such other documentation as may be required by the Owner Trustee in order to comply with applicable law, including the Customer Identification Program requirements established under the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Title III of Pub. L. 107-56 (signed into law October 26, 2001) and its implementing regulations, the Financial Crimes Enforcement Network’s Customer Due Diligence Requirements and such other laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions (“Applicable Law”). Pursuant to Applicable Law, the Owner Trustee is required to obtain on or before closing, and from time to time thereafter, documentation to verify and record information that identifies each Person who opens an account. For a non-individual Person such as a business entity, a charity, a trust or other legal entity, the Owner Trustee will ask for documentation to verify the entity’s formation and existence, its financial statements, licenses, tax identification documents, identification and authorization documents from individuals claiming authority to represent the

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entity and other relevant documentation and information (including beneficial owners of such entities). To the fullest extent permitted by Applicable Law, the Owner Trustee may conclusively rely on, and shall be fully protected and indemnified in relying on, any such information received. No transfer will be effectuated hereunder unless the Owner Trustee has received the transfer documentation required hereunder. Failure to provide such information may result in an inability of the Owner Trustee to perform its obligations hereunder, which, at the sole option of the Owner Trustee, may result in the Owner Trustee’s resignation in accordance with the terms hereof. Further, the parties hereto agree that for purposes of Applicable Law, (a) each Certificateholder owning twenty five percent (25%) or more of the beneficial interest in the Issuer is and shall be deemed to be the beneficial owners of the Issuer for purposes of providing the information required under Applicable Law, and (b) each such Certificateholder is and shall deemed to be the parties with the power and authority to control the Issuer. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice.

No transfer of a Certificate (or interest therein) to any transferee shall be made unless the Certificate Registrar shall have received:

(1) a certification letter from the transferee of such Certificate (or interest therein) substantially in the form of Exhibit B (except that any restriction or requirement described below may be removed or modified if the Depositor has received an opinion from nationally recognized tax counsel (which, for the avoidance of doubt, may rely on reasonable representations of the applicable transferee or other applicable persons) that such restriction or requirement is not necessary to conclude that any such transfer will not cause any of the tax opinions that were rendered on the Closing Date to be inaccurate if rendered as of the transfer date and will not cause a material adverse effect on the U.S. federal income tax consequences to any Noteholder with respect to holding a Note) to the effect that:

(i) such transferee acknowledges that the Certificates have not been and will not be registered under the Securities Act or the securities law of any jurisdiction;

(ii) such transferee acknowledges that if in the future it decides to resell, assign, pledge or otherwise transfer any Certificates, such Certificates may be resold, assigned, pledged or transferred only (A) to a United States person within the meaning of Section 7701(a)(30) of the Code and (B) (i) pursuant to an effective registration statement under the Securities Act or (ii) in a transaction exempt from the registration requirements of the Securities Act and other securities or “Blue Sky” laws;

(iii) such transferee (and, if different, the Certificate Owner) is not a Non-U.S. Person;

(iv) in the event of any subsequent transfer of a Certificate (or any interest therein), such transferee (and, if different, the Certificate Owner) shall comply with Section 1446(f) of the Code (including with respect to deducting and withholding from the purchase price paid in respect of such Certificate unless the transferee obtained a certificate providing for an exemption from such withholding);

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(v) such transferee is not and is not acquiring such Certificate for the account of a Benefit Plan or Plan subject to Similar Law;

(vi) after such transfer (or purported transfer), the Issuer would not have more than 95 direct or indirect beneficial owners of any interest in the Certificates;

(vii) no such transfer is effected through an established securities market or secondary market or substantial equivalent thereof within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code;

(viii) it either (A) is not, and will not become, a partnership, Subchapter S corporation, grantor trust or an entity disregarded as a separate entity from any such entity for U.S. federal income tax purposes or (B) is such an entity, but (x) none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such other percentage as the Depositor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee’s ownership of Certificates and (y) it is not and will not be a principal purpose of the arrangement involving such entity’s beneficial interest in any Certificates to permit any partnership to satisfy the 100 partner limitation of Treasury Regulation Section 1.7704-1(h)(1)(ii) necessary for such partnership not to be classified as a publicly traded partnership under the Code;

(ix) if such transferee is acquiring any Certificate (or interest therein) for the account of one or more Persons, (A) it shall provide to the Owner Trustee and the Depositor information as to the number of such Persons and any changes in the number of such Persons and (B) any such change in the number of Persons for whose account a Certificate is held shall require the written consent of the Depositor, which consent shall be granted unless the Depositor determines that such proposed change in number of Persons would create a risk that the Issuer would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation;

(x) such transferee understands that the Certificates will bear legends substantially as set forth in Section 3.09;

(xi) (A) such transferee shall provide to the Owner Trustee and the Depositor any further information required by the Issuer to comply with Sections 6221 through 6241 of the Code, including Section 6226(a) of the Code (and any corresponding provision of state law) and (B) if such transferee is not the Certificate Owner, such Certificate Owner shall provide to the Owner Trustee and the Depositor any further information required by the Issuer to comply with Sections 6221 through 6241 of the Code, including Section 6226(a) of the Code (and any corresponding provision of state law) and, to the extent necessary for the Issuer to make an election under Section 6226(a) of the Code (or any corresponding provision of state law), hereby appoints the transferee as its agent for purposes of receiving any notifications or information pursuant to the notice requirements under Section 6226(a)(2) of the Code (and any corresponding provision of state law);

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(xii) no transfer of a Certificate (or interest therein) is permitted (nor shall a Certificate be so held) if (i) it causes the Issuer to be a Section 385 Controlled Partnership (i.e., 80 percent or more of the Issuer’s ownership interests are owned, directly or indirectly, by one or more members of a Section 385 Expanded Group) that has an expanded group partner (within the meaning of Treasury Regulation Section 1.385-3(g)(12)) which is a Domestic Corporation and (ii) either (x) a member of such Section 385 Expanded Group owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in such Section 385 Controlled Partnership is a member of the consolidated group (as described in Treasury Regulation section 1.1502-1(h)) which includes such Domestic Corporation) (for purposes of determining the Issuer’s ownership interests in this paragraph, taking any Retained Notes into account either as debt interests or ownership interests based on whichever treatment, if any, would result in the Issuer being treated as a Section 385 Controlled Partnership for purposes of applying this paragraph’s restriction (it being understood that if the Retained Notes are taken into account as ownership interests for this purpose then the Retained Notes are not also considered Notes for the Note ownership restriction of this paragraph));

(xiii) no transfer of a Certificate (or interest therein) shall be permitted (nor shall a Certificate be so held) if (i) it results in the Issuer becoming disregarded as an entity separate for U.S. federal income tax purposes from a Domestic Corporation and (ii) either (x) a member of a Section 385 Expanded Group that includes such Domestic Corporation owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in such Section 385 Controlled Partnership is a member of the consolidated group (as described in Treasury Regulation section 1.1502-1(h)) which includes such Domestic Corporation) (for purposes of determining the Issuer’s ownership interests in this paragraph, taking any Retained Notes into account either as debt interests or ownership interests based on whichever treatment, if any, would result in the Issuer being treated as a disregarded entity for purposes of applying this paragraph’s restriction (it being understood that if the Retained Notes are taken into account as ownership interests for this purpose then the Retained Notes are not also considered Notes for the Note ownership restriction of this paragraph));

(xiv) no transfer of the Certificates (or any interest therein) is a transfer of a Certificate (or any interest therein) with a Certificate Balance of less than 2.1% of the entire Certificate Balance; and

(xv) any attempted transfer that would cause the number of direct or indirect beneficial owners of Certificates in the aggregate to exceed 95 or otherwise cause the Issuer to become a publicly traded partnership for income tax purposes shall be a void transfer.

(2) a representation from the transferor of such Certificate substantially in the form of Exhibit C; and

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(3) an Opinion of Counsel that the transfer of such Certificate is being made pursuant to an effective registration under the Securities Act or is exempt from the registration requirements of the Securities Act.

Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or for the account of a Benefit Plan or Plan subject to Similar Law shall be void and of no effect.

To the extent permitted under applicable law (including, but not limited to, ERISA), neither the Owner Trustee nor the Certificate Registrar shall be under any liability to any Person for any registration of transfer of any Certificate that is not permitted by this Section 3.03(c) or for making any payments due on such Certificate to the Certificateholder thereof or taking any other action with respect to such Holder under the provisions of this Trust Agreement or the Sale and Servicing Agreement so long as the transfer was registered by the Certificate Registrar or the Owner Trustee in accordance with the foregoing requirements.

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

SECTION 3.04. Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate shall be surrendered to the Certificate Registrar, or if the Certificate Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of any Certificate and (b) there shall be delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may be required by them to save each of them harmless, then in the absence of notice that such Certificate shall have been acquired by a protected purchaser, the Owner Trustee on behalf of the Issuer shall execute and the Owner Trustee, or the Certificate Registrar, as the Owner Trustee’s authenticating agent, shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and denomination. In connection with the issuance of any new Certificate under this Section, the Owner Trustee or the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Any duplicate Certificate issued pursuant to this Section shall constitute conclusive evidence of ownership in the Issuer, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.

SECTION 3.05. Persons Deemed Certificateholders. Prior to due presentation of a Certificate for registration of transfer, the Owner Trustee or the Certificate Registrar may treat the Person in whose name any Certificate shall be registered in the Certificate Register as the owner of such Certificate for the purpose of receiving distributions pursuant to Section 5.02 and for all other purposes whatsoever, and neither the Owner Trustee nor the Certificate Registrar shall be bound by any notice to the contrary.

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SECTION 3.06. Access to List of Certificateholders’ Names and Addresses. The Certificate Registrar shall furnish or cause to be furnished to the Owner Trustee, the Servicer, the Paying Agent or the Depositor, as the case may be, within 15 days after its receipt of a request therefor from the Owner Trustee, the Servicer, the Paying Agent or the Depositor in writing, a list, in such form as the Owner Trustee, the Servicer, the Paying Agent or the Depositor may reasonably require, of the names and addresses of the Certificateholders as of the most recent Record Date. The Certificate Registrar shall also promptly furnish to the Owner Trustee and the Paying Agent a copy of such list at any time there is a change therein. If three or more Certificateholders or one or more Holders of Certificates evidencing, in the aggregate, not less than 25% of the Certificate Balance apply in writing to the Owner Trustee, and such application states that the applicants desire to communicate with other Certificateholders with respect to their rights under this Agreement or under the Certificates and such application is accompanied by a copy of the communication that such applicants propose to transmit, then the Owner Trustee shall, within five Business Days after the receipt of such application, afford such applicants access during normal business hours to the current list of Certificateholders. Each Holder, by receiving and holding a Certificate, shall be deemed to have agreed not to hold any of the Depositor, the Servicer, the Certificate Registrar or the Owner Trustee accountable by reason of the disclosure of its name and address, regardless of the source from which such information was derived. The Certificate Registrar shall upon the request of the Owner Trustee provide such list, or access to such list, of Certificateholders as contemplated by this Section 3.06.

SECTION 3.07. Maintenance of Office or Agency. The Owner Trustee shall maintain an office or offices or agency or agencies where Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Owner Trustee in respect of the Certificates and the Basic Documents may be served. The Owner Trustee initially designates the Corporate Trust Office of the Certificate Registrar for purposes of surrendering Certificates and registration or exchange of Certificates, and the Corporate Trust Office of the Owner Trustee for all other purposes, The Issuer shall give prompt written notice to the Depositor and to the Certificateholders of any change in the location of the Certificate Register or any such office or agency.

SECTION 3.08. Appointment of Paying Agent. Except during any period when the Indenture Trustee is authorized and directed to do so under the Indenture (i.e. prior to the termination of the Indenture and on any Distribution Date on which any Certificates are then held solely by the Administrator or one of its Affiliates), the Paying Agent shall make distributions to Certificateholders from the Collection Account pursuant to Section 5.02 and shall report the amounts of such distributions to the Owner Trustee via its website. Any Paying Agent shall have the revocable power to withdraw funds from the Collection Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee receives written notice from the Servicer that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be [_____________], and any co-paying agent chosen by the Servicer, and acceptable to the Owner Trustee and the Certificateholders. The Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ written notice to the Depositor, the Owner Trustee and the Servicer. In the event that [_____________] shall no longer be the Paying Agent, the Servicer shall appoint another bank or trust company, which shall agree to act in accordance with the provisions of this Agreement applicable to it and otherwise acceptable to the Owner Trustee and the Certificateholders, to act as successor Paying Agent under this Agreement. The Servicer shall cause such successor Paying Agent or any additional Paying Agent appointed by the Servicer to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor

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Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The rights, protections and immunities of the Indenture Trustee under the Indenture and the Sale and Servicing Agreement shall apply to [_____________] also in its roles as Paying Agent and Certificate Registrar, for so long as [_____________] shall act as Paying Agent and Certificate Registrar. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

SECTION 3.09. Legending of Certificates. Each Certificate shall bear a legend in substantially the following form, unless the Depositor determines otherwise in accordance with applicable law:

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS, PURSUANT TO AN EXEMPTION THEREFROM OR IN A TRANSACTION NOT SUBJECT THERETO. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE RESOLD, ASSIGNED, PLEDGED OR TRANSFERRED ONLY (A) TO A UNITED STATES PERSON WITHIN THE MEANING OF SECTION 7701(a)(30) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AND (B) (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (ii) IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND OTHER SECURITIES OR “BLUE SKY” LAWS. IN SUCH CASE THE OWNER TRUSTEE SHALL REQUIRE (I) THAT THE PROSPECTIVE TRANSFEREE CERTIFY TO THE OWNER TRUSTEE AND THE DEPOSITOR IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE OWNER TRUSTEE AND (II) IF REQUESTED BY THE OWNER TRUSTEE, A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE OWNER TRUSTEE OR THE DEPOSITOR) SATISFACTORY TO THE OWNER TRUSTEE AND THE DEPOSITOR, TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR JURISDICTION. ANY ATTEMPTED TRANSFER IN CONTRAVENTION OF THE IMMEDIATELY PRECEDING RESTRICTIONS WILL BE VOID AB INITIO AND THE PURPORTED TRANSFEROR WILL CONTINUE TO BE TREATED AS THE OWNER OF THE CERTIFICATE FOR ALL PURPOSES.

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NO CERTIFICATE OR INTEREST THEREIN MAY BE ACQUIRED BY OR FOR THE ACCOUNT OF (I) ANY PLAN (AS DEFINED BELOW) THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH OF THE FOREGOING, A “BENEFIT PLAN”) OR (II) A PLAN (AS DEFINED BELOW) THAT IS SUBJECT TO A LAW THAT IS SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”). BY ACCEPTING AND HOLDING A CERTIFICATE (OR INTEREST THEREIN), THE HOLDER THEREOF SHALL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT IT IS NOT A BENEFIT PLAN OR PLAN SUBJECT TO SIMILAR LAW. FOR PURPOSES OF THE FOREGOING “PLAN” MEANS AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA, WHETHER OR NOT SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, A “PLAN” AS DEFINED IN SECTION 4975 OF THE CODE OR ANY ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING.

SECTION 3.10. Actions of Certificateholders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or taken by the Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by agent duly appointed in writing; and except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Owner Trustee and, when required, to the Depositor or the Servicer. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement and conclusive in favor of the Owner Trustee, the Depositor and the Servicer, if made in the manner provided in this Section 3.10.

(b) The fact and date of the execution by any Certificateholder of any such instrument or writing may be proved in any reasonable manner which the Owner Trustee deems sufficient. Any request, demand, authorization, direction, notice, consent, waiver or other act by a Certificateholder shall bind every Holder of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, or omitted to be done, by the Owner Trustee, the Depositor or the Servicer in reliance thereon, regardless of whether notation of such action is made upon such Certificate.

(c) The Owner Trustee may require such additional proof of any matter referred to in this Section 3.10 as it shall deem necessary.

ARTICLE IV

ACTIONS BY OWNER TRUSTEE OR CERTIFICATEHOLDERS

SECTION 4.01. Prior Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action on behalf of the Issuer or the Certificateholders unless at least 10 days before the taking of such action (or such shorter period as shall be agreed to in writing by all Certificateholders), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and none of the Certificateholders shall have notified the Owner Trustee in writing prior to the 10th day (or such agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent or provided alternative direction:

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(a) the initiation of any claim or lawsuit by the Issuer (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any action, claim or lawsuit brought by or against the Issuer (except with respect to the aforementioned claims or lawsuits for collection of the Receivables);

(b) the election by the Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Act);

(c) the amendment of the Indenture, whether or not by a Supplemental Indenture, in circumstances where the consent of any Noteholder [or the [Swap Counterparty][Cap Provider]] is required;

(d) the amendment of any Basic Document in circumstances where such amendment materially adversely affects the interest of the Certificateholders; or

(e) the appointment (i) pursuant to the Indenture of a successor Note Registrar or Paying Agent, (ii) pursuant to this Agreement of a successor Certificate Registrar or (iii) any consent by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar to the assignment of its respective obligations under the Indenture or this Agreement, as applicable.

SECTION 4.02. Action by Certificateholders with Respect to Certain Matters. The Owner Trustee shall not have the power, except upon the direction of the Certificateholders, to (a) remove the Administrator pursuant to Section 8 of the Administration Agreement, (b) appoint a successor Administrator pursuant to Section 8 of the Administration Agreement, (c) remove the Servicer pursuant to Section 8.01 of the Sale and Servicing Agreement or (d) except as expressly provided in the Basic Documents, sell the Receivables after the termination of the Indenture. The Owner Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed by the authorized representative of a majority of the outstanding Certificate Balance of the Certificateholders.

SECTION 4.03. Action with Respect to Bankruptcy. The Owner Trustee shall not have the power to commence a voluntary proceeding in bankruptcy relating to the Issuer without the unanimous prior approval of all Certificateholders (including, if the Depositor is a Certificateholder, the Board of Managers (including the Independent Managers, as such term is defined in the Depositor’s limited liability company agreement, of the Depositor)) and the delivery to the Owner Trustee of a written certification by each Certificateholder that such Certificateholder reasonably believes that the Issuer is insolvent.

SECTION 4.04. Restrictions on Certificateholders’ Power. The Certificateholders shall not direct the Owner Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligations of the Issuer or of the Owner Trustee under any of the Basic Documents or would be contrary to Section 2.03, or applicable law, nor shall the Owner Trustee be obligated to follow any such direction, if given.

SECTION 4.05. Majority of the Certificates Control. Except as otherwise expressly provided herein, any action that may be taken by the Certificateholders under this Agreement may be taken by the Holders of the Certificates evidencing not less than a majority of the Certificate Balance. Except as expressly provided herein, any written notice of the Certificateholders delivered pursuant to this Agreement shall be effective if signed by Holders of the Certificates evidencing not less than a majority of the Certificate Balance at the time of the delivery of such notice.

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ARTICLE V

APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

SECTION 5.01. Establishment of Accounts.

(a) On or prior to the Distribution Date on which any Certificates are then held by anyone other than the Administrator or one of its Affiliates, the Paying Agent, for the benefit of the Certificateholders, shall establish and maintain, or shall cause to be established and maintained, in the name of the Issuer, the certificate distribution account (the “Certificate Distribution Account”). The Certificate Distribution Account shall be established and maintained as an Eligible Account, and bearing a designation clearly indicating that the funds deposited therein are held by the Issuer under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders. No checks shall be issued, printed, or honored with respect to the Certificate Distribution Account.

Subject to Section 5.01(b), the Paying Agent shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof. Except as otherwise expressly provided herein, the Certificate Distribution Account shall be under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders. If, at any time, the Certificate Distribution Account ceases to be an Eligible Account or if the majority of Certificateholders, in their sole discretion, notify the Paying Agent in writing that the Certificate Distribution Account should be moved, then the Paying Agent (or the Administrator on behalf of the Paying Agent, if the Certificate Distribution Account is not then held by the Paying Agent or an Affiliate thereof) shall within ten (10) Business Days establish a new equivalent Eligible Account at a depository institution or trust company selected by a majority of the Certificateholders and shall transfer any cash and/or any investments to such new account.

(b) Concurrently with the execution and delivery of the Indenture, the Servicer will establish and maintain, or shall cause to be established and maintained, at the direction of the Depositor, the Collection Account in the name of and under the control of the Indenture Trustee in accordance with Section 5.01 of the Sale and Servicing Agreement. The Indenture Trustee will be obligated to transfer to the Designated Account all funds or investments held in the Collection Account on the Distribution Date on which the Notes have been paid in full or the Indenture is otherwise terminated (excluding any amounts to be retained for distribution in respect of Notes that are not promptly delivered for payment on such Distribution Date), and to take all necessary or appropriate actions to transfer all right, title and interest of the Indenture Trustee in such funds or investments and all proceeds thereof to the Designated Account.

Amounts on deposit in the Certificate Distribution Account shall be held uninvested, and the Paying Agent shall not be liable for any interest thereon.

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SECTION 5.02. Application of Amounts in Trust Accounts.

(a) On each Distribution Date when the Administrator or one of its Affiliates is not the sole Certificateholder, the Paying Agent shall distribute to the Certificateholders amounts on deposit in the Certificate Distribution Account that are distributable to the Certificateholders in accordance with the instructions of the Servicer pursuant to Section 5.06 of the Sale and Servicing Agreement or Section 5.04 of the Indenture, as applicable. Upon the release from the Lien of the Indenture of amounts on deposit in the Collection Account or any other portion of the Owner Trust Estate, the Paying Agent will cause such property to be properly deposited into the Designated Account pursuant to Section 5.01(a) or distributed to the Certificateholders in accordance with the provisions of this Agreement, as the case may be.

(b) On each Distribution Date, the Paying Agent (or, if the Indenture Trustee is the Paying Agent with respect to the Certificates, the Indenture Trustee) shall send to each Certificateholder the statement provided to the Paying Agent (or the Indenture Trustee, as applicable) by the Servicer pursuant to Section 5.08 of the Sale and Servicing Agreement with respect to such Distribution Date.

(c) In the event that any withholding tax is imposed on the Issuer’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable by the Issuer (but such authorization shall not prevent the Paying Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Paying Agent for any out-of-pocket expenses incurred.

SECTION 5.03. Method of Payment. Subject to Section 9.01(c), distributions required to be made to Certificateholders on any Distribution Date shall be made to each Certificateholder of record on the related Record Date either by check mailed to such Certificateholder at the address of such holder appearing in the Certificate Register or by wire transfer, in immediately available funds, to the account of any Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided to the Certificate Registrar appropriate written instructions at least five Business Days prior to such Distribution Date.

SECTION 5.04. Accounting and Reports to the Noteholders, the Certificateholders, the Internal Revenue Service and Others. The Administrator on behalf of the Issuer shall (a) maintain (or cause to be maintained) the books of the Issuer on a fiscal year basis or a calendar basis on the accrual method of accounting, (b) deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, such information as may be required (excluding Schedule K-1) to enable each Certificateholder to prepare its federal and state income tax returns,

16 (NAROT 20[ ]-[ ] Amended & Restated Trust Agreement)

(c) file any tax and information returns, and fulfill any other reporting requirements, relating to the Issuer, as may be required by the Code and applicable Treasury Regulations (including Treasury Regulation Section 1.6049-7), (d) for any period during which the beneficial ownership interests in the Issuer are held by more than one Person (and all such owners are not treated as the same Person for U.S. federal income tax purposes), make such elections as may from time to time be required or appropriate under any applicable state or federal statute or rule or regulation thereunder so as to maintain the Issuer’s characterization as a partnership for U.S. federal income tax purposes, (e) cause such tax returns to be signed in the manner required by law, and (f) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.02(c) with respect to income or distributions to Certificateholders. The Administrator on behalf of the Issuer shall elect under Section 1278 of the Code to include in income currently any market discount that accrues with respect to the Receivables. The Administrator on behalf of the Issuer shall not make the election provided under Section 754 of the Code. Notwithstanding anything to the contrary stated herein, the Owner Trustee shall be exclusively responsible for the mailing of any Schedule K-1’s necessary to enable each Certificateholder to prepare its federal and state income returns.

SECTION 5.05. Signature on Returns; Partnership Representative.

(a) The Administrator on behalf of the Issuer shall sign on behalf of the Issuer the tax returns of the Issuer, unless applicable law requires a Certificateholder to sign such documents, in which case such documents shall be signed by the Administrator, pursuant to the power-of-attorney granted thereto pursuant to Section 2.04.

(b) In the event that the Issuer is classified as a partnership for U.S. federal income tax purposes, the Depositor (or a U.S. affiliate of the Depositor if the Depositor is ineligible) is hereby designated as the partnership representative under Section 6223(a) of the Code (and any corresponding provision of state law) to the extent allowed under the law (and as the tax matters partner for any applicable state law purposes), and the Issuer shall take any action necessary to effect such designation (including working with the Depositor to designate any designated individual required under the law). The Issuer shall (or the Depositor shall cause the Issuer to, or the Depositor shall instruct the Owner Trustee on behalf of the Issuer to), to the extent eligible, make the election under Section 6221(b) of the Code (and any corresponding provision of state law) with respect to determinations of adjustments at the partnership level and take any other action such as disclosures and notifications necessary to effectuate such election. If the election described in the preceding sentence is not available, to the extent applicable, the Issuer shall (or the Depositor shall cause the Issuer to, or the Depositor shall instruct the Owner Trustee on behalf of the Issuer to) make the election under Section 6226(a) of the Code (and any corresponding provision of state law) with respect to the alternative to payment of imputed underpayment by partnership and take any other action such as filings, disclosures and notifications necessary to effectuate such election. Notwithstanding the foregoing, each of the Issuer, Depositor and Owner Trustee is authorized, in its sole discretion, to make any available election related to Sections 6221 through 6241 of the Code (and any corresponding provision of state law) and take any action it deems necessary or appropriate to comply with the requirements of the Code and conduct the Issuer’s affairs under Sections 6221 through 6241 of the Code (and any corresponding provision of state law). Each Certificateholder and, if different, each Certificate Owner shall promptly provide the Issuer, Depositor and Owner Trustee any requested information, documentation or material to enable the Issuer to make any of the elections described in this clause (b) and otherwise comply with Sections

17 (NAROT 20[ ]-[ ] Amended & Restated Trust Agreement)

6221 through 6241 of the Code (and any corresponding provision of state law). Each Certificate Owner shall hold the Issuer and its affiliates harmless for any expenses or losses (i) resulting from a Certificate Owner not properly taking into account or paying its allocated adjustment or liability under Section 6226 of the Code (or any corresponding provision of state law) or (ii) attributable to the management or defense of an audit under Section 6221 through 6241 of the Code (or any corresponding provision of state law) or otherwise suffered due to actions the Issuer or any of its affiliates takes to comply with the rules under Sections 6221 through 6241 of the Code (or any corresponding provision of state law).

SECTION 5.06. Duties of Depositor on Behalf of Issuer. Except to the extent such responsibilities are assumed by the Administrator in the Administration Agreement or the Servicer in the Sale and Servicing Agreement, the Depositor shall, on behalf of the Issuer, prepare and, after execution by the Issuer and the Indenture Trustee, file with the Securities and Exchange Commission and any applicable state agencies documents required to be filed on a periodic basis with the Securities and Exchange Commission and any applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and transmit such summaries to the Noteholders [and the [Swap Counterparty][Cap Provider]] pursuant to Section 7.03 of the Indenture.

ARTICLE VI

AUTHORITY AND DUTIES OF OWNER TRUSTEE

SECTION 6.01. General Authority. The Owner Trustee is authorized and directed to execute and deliver the Basic Documents to which the Issuer is to be a party and each certificate or other document attached as an exhibit to or contemplated by the Basic Documents to which the Issuer is to be a party and any amendment thereto, and, on behalf of the Issuer, to direct the Indenture Trustee to authenticate and deliver the Class A-1 Notes in the aggregate principal amount of $[________________], the Class A-2[a] Notes in the aggregate principal amount of $[________________], [the Class A-2b Notes in the aggregate principal amount of $[________________],] the Class A-3 Notes in the aggregate principal amount of $[________________][,] [and] the Class A-4 Notes in the aggregate principal amount of $[________________] [and the Class B Notes in the aggregate principal amount of $[________________]]. In addition to the foregoing, the Owner Trustee is authorized, but shall not be obligated, to take all actions required of the Issuer, pursuant to the Basic Documents.

SECTION 6.02. General Duties. It shall be the duty of the Owner Trustee to discharge (or cause to be discharged) all of its responsibilities pursuant to the terms of this Agreement and the Basic Documents to which the Issuer is a party and to administer the Issuer in accordance with the provisions hereof and of the Basic Documents and in the interest of the Certificateholders. Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Owner Trustee hereunder or under any Basic Document, and the Owner Trustee shall not be held liable for the default or failure of the Administrator to carry out such obligations or fulfill such duties under the Administration Agreement.

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SECTION 6.03. Duties of the Owner Trustee.

(a) Subject to Article IV and in accordance with the terms of the Basic Documents, the Certificateholders may by written instruction direct the Owner Trustee in the management of the Issuer. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Owner Trustee that shall be specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement.

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

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

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

(iii) the Owner Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken in good faith in accordance with the direction of the Holders of the Certificates representing at least a majority of the Certificate Balance (or such larger or smaller percentage of the Certificate Balance as may be required by any other provision of this Agreement or the other Basic Documents), the Servicer, the Administrator or the Indenture Trustee.

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

19 (NAROT 20[ ]-[ ] Amended & Restated Trust Agreement)

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

(e) Pursuant to Section 3.02 of the Sale and Servicing Agreement, in the event that the Owner Trustee discovers that a representation or warranty made by the Seller pursuant to Section 3.01 or 6.01 of the Sale and Servicing Agreement with respect to a Receivable was incorrect as of the time specified with respect to such representation and warranty and such incorrectness materially and adversely affects the interests of any Securityholder [or the [Swap Counterparty][Cap Provider]] in such Receivable, the Owner Trustee shall give prompt written notice to the Servicer, the Depositor and the Indenture Trustee of such incorrectness. Pursuant to Section 4.06 of the Sale and Servicing Agreement, if the Owner Trustee discovers that any covenant of the Servicer set forth in Sections 4.02, 4.04 or 4.05 of the Sale and Servicing Agreement has been breached by the Servicer, the Owner Trustee shall give prompt written notice to the Servicer, the Depositor and the Indenture Trustee of such breach. For the avoidance of doubt, the Owner Trustee shall have no duty to monitor or investigate the accuracy of any of the Seller’s or the Servicer’s representations, warranties or covenants in the Sale and Servicing Agreement or other Basic Documents or to determine whether any breach of the Seller’s or the Servicer’s representation, warranties or covenants adversely affects any Securityholder of the Receivables.

SECTION 6.04. No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any Basic Document to which the Owner Trustee is a party or otherwise contemplated hereby, except as expressly provided by the terms of this Agreement, any Basic Document to which the Issuer is a party or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No implied duties or obligations shall be read into this Agreement or any Basic Document against the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or otherwise to perfect or maintain the perfection of any security interest or lien granted to it hereunder or to prepare or file for the Issuer any tax, qualification to do business, Securities and Exchange Commission filing or any report for the Issuer to be made with the United States Department of the Treasury (or any bureau thereof), or to record this Agreement or any Basic Document. Notwithstanding anything to the contrary herein or in any Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Issuer or any other Person any filings, certificates, affidavits or other instruments required under the Sarbanes-Oxley Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Owner Trust Estate that result from actions by, or claims against, the Owner Trustee that are not related to the ownership or the administration of the Owner Trust Estate.

SECTION 6.05. No Action Except Under Specified Documents or Instructions. The Owner Trustee shall not manage, control, use, sell, dispose of or otherwise deal with any part of the Owner Trust Estate except (i) in accordance with the powers granted to and the authority conferred upon the Owner Trustee pursuant to this Agreement, (ii) in accordance with the Basic Documents and (iii) in accordance with any document or instruction delivered to the Owner Trustee pursuant to Section 6.03.

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SECTION 6.06. Restrictions. The Owner Trustee shall not take any action (a) that is inconsistent with the purposes of the Issuer set forth in Section 2.03 or (b) that, to the actual knowledge of an Authorized Officer of the Owner Trustee, (x) would result in the Issuer’s becoming taxable as a corporation (as a publicly traded partnership or otherwise) for U.S. federal income tax purposes or (y) affect the treatment of the Notes as indebtedness for U.S. federal or state income tax purposes. The Certificateholders shall not have the authority to and, by acceptance of an ownership interest in any Certificate shall thereby be deemed to have covenanted not to, direct the Owner Trustee to take any action that would violate the provisions of this Section.

ARTICLE VII

CONCERNING THE OWNER TRUSTEE

SECTION 7.01. Rights of the Owner Trustee. Except as otherwise provided in Article VI:

(a) in accordance with Section 7.04, the Owner Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator, as provided in the Administration Agreement, the Servicer or the Indenture Trustee, or the Certificateholders, as provided herein;

(c) other than in connection with an Asset Review, the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Agreement, or in relation to this Agreement or the Sale and Servicing Agreement, at the request, order or direction of any of the Securityholders [or the [Swap Counterparty][Cap Provider]], pursuant to the provisions of this Agreement or the Sale and Servicing Agreement, unless such Securityholders [or the [Swap Counterparty][Cap Provider]] shall have offered to the Owner Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby;

(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;

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(e) the Owner Trustee shall not be bound to recalculate, re-verify, or make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Certificates representing not less than 25% of the Certificate Balance; provided, however, that if the payment within a reasonable time to the Owner Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Owner Trustee, not reasonably assured to the Owner Trustee by the security afforded to it by the terms of this Agreement, the Owner Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the Administrator shall pay or reimburse the Owner Trustee for the reasonable expense of every such examination; and nothing in this clause shall derogate from the obligation of the Administrator to observe any applicable law prohibiting disclosure of information regarding the Obligors; and

(f) the Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Servicer, the Depositor, or the Indenture Trustee [or the [Swap Counterparty][Cap Provider]] under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to monitor, supervise or perform the obligations of the Issuer or any other Person (including the Owner Trustee) under the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer under the Sale and Servicing Agreement [or any Interest Rate [Swap][Cap] Agreement].

(g) the Owner Trustee shall not be liable or responsible for delays or failures in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its control (such acts include but are not limited to acts of God, epidemic or pandemic, quarantine, shelter-in-place or similar directive, guidance, policy or other action by any governmental authorities, strikes, lockouts, riots, acts of war and interruptions, losses or malfunctions of utilities, computer (hardware or software) or communication services);

(h) the Owner Trustee shall not be deemed to have notice or knowledge of any matter unless a Responsible Officer has actual knowledge thereof or unless written notice thereof is received by a Responsible Officer in accordance with this Agreement;

(i) the Owner Trustee shall not be obligated to monitor, supervise or enforce the performance of the Depositor or the Sponsor under the Basic Documents, except as otherwise expressly specified herein;

(j) the Owner Trustee shall not be personally liable for special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits; and

(k) it shall be the Depositor’s duty and not the Owner Trustee’s duty or responsibility to cause the Issuer to comply with, respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other similar proceeding or inquiry relating in any way to the Issuer, its assets or the conduct of its business. In the event that the Owner Trustee receives any notice of such proceeding or inquiry, the Owner Trustee shall promptly give such notice to the Depositor and the Certificateholders. The Owner Trustee hereby agrees to cooperate and to comply with any reasonable request made by the Depositor and the Certificateholders or their respective designees for the delivery of information or documents to such party in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other similar proceeding or inquiry.

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SECTION 7.02. Furnishing of Documents. The Owner Trustee shall furnish to the Certificateholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Owner Trustee under the Basic Documents.

SECTION 7.03. Representations and Warranties. The Owner Trustee hereby represents and warrants to the Depositor and for the benefit of the Certificateholders, that:

(a) It is a [__________] duly organized and validly existing [in good standing] under the laws of [__________]. It has full power, right and authority to execute, deliver and perform its obligations under this Agreement and each other Basic Document.

(b) It has taken all corporate action necessary to authorize the execution and delivery by it of this Agreement and each other Basic Document to which it is a party, and this Agreement and each other Basic Document to which it is a party has been executed and delivered by one of its officers duly authorized to execute and deliver this Agreement and each other Basic Document to which it is a party on its behalf.

(c) This Agreement constitutes the legal, valid and binding obligation of the Owner Trustee, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

(d) It is authorized to exercise trust powers in the State of Delaware as and to the extent contemplated herein or has appointed a Delaware trustee that is so authorized and it has a principal place of business in the State of Delaware or has appointed a Delaware trustee that has such a principal place of business.

(e) Neither the execution nor the delivery by it of this Agreement nor the consummation by the Owner Trustee of the transactions contemplated hereby or thereby nor compliance by it with any of the terms or provisions hereof or thereof will contravene any federal or Delaware law, governmental rule or regulation governing the banking or trust powers of the Owner Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound.

SECTION 7.04. Reliance; Advice of Counsel.

(a) The Owner Trustee shall incur no liability to anyone in acting or refraining from acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond, or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the method of the determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on a certificate, signed by the president or any vice president or by the treasurer or other authorized officers or agents of the relevant party, as to such fact or matter and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.

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(b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under the Basic Documents, the Owner Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, and the Owner Trustee shall not be liable for the conduct or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care, and (ii) may consult with counsel, accountants and other skilled persons to be selected with reasonable care and employed by it. The Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the opinion or advice of any such counsel, accountants or other such persons and not, to the actual knowledge of the Owner Trustee, contrary to this Agreement or any Basic Document.

SECTION 7.05. Not Acting in Individual Capacity. In accepting the trusts hereby created, [__________________] acts solely as Owner Trustee hereunder and not in its individual capacity. Except with respect to a claim based on the Owner Trustee’s willful misconduct, bad faith or negligence, no recourse shall be had for any claim based on any provision of this Agreement, the Notes or Certificates, or based on rights obtained through the assignment of any of the foregoing, against the institution serving as the Owner Trustee in its individual capacity. The Owner Trustee shall not have any personal obligation, liability or duty whatsoever to any Securityholder[, the [Swap Counterparty][Cap Provider]] or any other Person with respect to any such claim and any such claim shall be asserted solely against the Issuer or any indemnitor who shall furnish indemnity as provided in this Indenture.

SECTION 7.06. Owner Trustee Not Liable for Certificates or Receivables. The Owner Trustee makes no representations as to the validity or sufficiency of this Agreement or of the Certificates or of the Notes (other than the execution by the Owner Trustee on behalf of the Issuer of, and the certificate of authentication on, the Certificates). The Owner Trustee shall have no obligation to perform any of the duties of the Servicer or Administrator.

The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of the Certificates, the Notes or any Receivable, any ownership interest in any Financed Vehicle, or the maintenance of any such ownership interest, or for or with respect to the efficacy of the Issuer or its ability to generate the payments to be distributed to Securityholders [and the Swap Counterparty] under this Agreement or the Indenture, as applicable, including without limitation the validity of the assignment of the Receivables to the Issuer or of any intervening assignment; the existence, condition, location and ownership of any Receivable or Financed Vehicle; the existence and enforceability of any physical damage or credit life or credit disability insurance; the existence and contents of any retail installment sales contract or any computer or other record thereof; the completeness of any retail installment sales contract; the performance or enforcement of any retail installment sales contract; the compliance by the Issuer with any covenant or the breach by the Issuer of any warranty or representation made under this Agreement or in any related document and the accuracy of any such warranty or representation prior to the Owner Trustee’s receipt of notice or other discovery of any noncompliance therewith or any breach thereof; the acts or omissions of the Issuer or the Servicer; or any action by the Owner Trustee taken at the instruction of the Certificateholders, provided, however, that the foregoing shall not relieve the Owner Trustee of its obligation to perform its duties under this Agreement.

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The Owner Trustee shall not be accountable for the use or application by the Issuer of any of the Certificates or of the proceeds of such Certificates, of any of the Notes or of the proceeds of such Notes, or for the use or application of any funds paid to the Servicer in respect of the Certificates.

SECTION 7.07. Owner Trustee May Own Certificates and Notes. The Owner Trustee in its individual or any other capacity (but not in its fiduciary capacity) may become the owner or pledgee of Certificates or Notes and may deal with the Depositor, the Administrator, the Indenture Trustee and the Servicer in banking or other transactions with the same rights as it would have if it were not Owner Trustee.

ARTICLE VIII

COMPENSATION OF OWNER TRUSTEE

SECTION 8.01. Owner Trustee’s Fees and Expenses. The Administrator shall pay to the Owner Trustee from time to time compensation (which shall not be limited by any provision of law with respect to the compensation of a trustee of an express trust) for its services as have been separately agreed upon before the date hereof. The Administrator shall reimburse the Owner Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Owner Trustee’s agents, counsel, accountants and experts directly related to its services hereunder (“Expenses”).

SECTION 8.02. Indemnification. Pursuant to Section 1(a)(ii) of the Administration Agreement, the Administrator shall indemnify, defend and hold harmless the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) against any and all loss, liability, claim, tort, penalty or Expense (including reasonable fees and expenses of counsel and other experts) of any kind or nature whatsoever incurred by or asserted against such Indemnified Party in connection with or arising out of the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, including, without limitation, any legal fees or expenses incurred in connection with any action, suit, arbitration or mediation brought by the Owner Trustee, Certificate Registrar or Paying Agent to enforce any indemnification or other obligation of the Administrator or the Servicer or other Persons or in connection with investigating, preparing or defending any legal action, commenced or threatened, in connection with the exercise or performance of any of its powers or duties under this Agreement. The Owner Trustee, the Certificate Registrar or the Paying Agent, as applicable, shall notify the Administrator promptly of any claim for which any Indemnified Party may seek indemnity. Failure by the Owner Trustee, the Certificate Registrar or the Paying Agent, as applicable, to so notify the Administrator shall not relieve the Administrator of its obligations hereunder, except to the extent such failure shall materially adversely affect the Administrator’s defenses in respect thereof. In case any such action is brought against any Indemnified Party under this Section 8.02 and the Owner Trustee, the Certificate Registrar or the

25 (NAROT 20[ ]-[ ] Amended & Restated Trust Agreement)

Paying Agent, as applicable, notifies the Administrator of the commencement thereof, the Administrator will assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to such Indemnified Party stating that there is a conflict of interest, be counsel to the Administrator), and the Administrator will not be liable to such Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The Administrator need not reimburse any expense or indemnify against any loss, liability or expense incurred by any Indemnified Party through such Indemnified Party’s own willful misconduct, negligence or bad faith, or with respect to the Owner Trustee only, in the case of the inaccuracy of any representation or warranty of the Owner Trustee made in Section 7.03. The Indemnified Parties’ rights under this Article VIII shall survive the termination of this Agreement or the resignation or removal of the Owner Trustee, Certificate Registrar or Paying Agent. The Administrator will not be entitled to make any claim upon the Owner Trust Estate for the payment of any liabilities or indemnified expenses in relation to the Administrator’s payment or indemnification of expenses incurred by any Indemnified Party in the performance of its duties hereunder. To the extent not paid by the Administrator and outstanding for at least 60 days, such fees and indemnities shall be paid pursuant to Section 5.06 of the Sale and Servicing Agreement or Section 5.04 of the Indenture, as applicable, provided, that prior to such payment pursuant to the Sale and Servicing Agreement or Indenture, the Owner Trustee, the Certificate Registrar or the Paying Agent, as applicable, shall notify the Administrator in writing that such fees and indemnities have been outstanding for at least 60 days. If such fees and indemnities are paid pursuant to Section 5.06 of the Sale and Servicing Agreement or Section 5.04 of the Indenture, as applicable, the Administrator shall reimburse the Issuer in full for such payments.

SECTION 8.03. Payments to the Owner Trustee. Any amounts paid to any Indemnified Party pursuant to this Article VIII from assets in the Owner Trust Estate shall be deemed not to be a part of the Owner Trust Estate immediately after such payment.

ARTICLE IX

TERMINATION OF TRUST AGREEMENT

SECTION 9.01. Termination of Trust Agreement.

(a) This Agreement (other than Article VIII) shall terminate and the Issuer shall dissolve and be wound up in accordance with Section 3808 of the Statutory Trust Act, upon the earlier of (i) the maturity or other liquidation of the last Receivable (or other asset) in the Owner Trust Estate and the final distribution of all moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of this Agreement, the Indenture and the Sale and Servicing Agreement (including, but not limited to, any property and proceeds to be deposited in the Collection Account pursuant to the terms of the Sale and Servicing Agreement or to be released by the Indenture Trustee from the Lien of the Indenture pursuant to the terms of the Indenture), and (ii) the election by the Servicer to purchase the Collateral (other than the Reserve Account) pursuant to Section 9.01 of the Sale and Servicing Agreement and the payment or distribution to all Securityholders [and the Swap Counterparty] of all amounts required to be paid to them under the Indenture and this Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (x) operate to terminate this Agreement or the Issuer, nor (y) entitle such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Issuer or Owner Trust Estate, nor (z) otherwise affect the rights, obligations and liabilities of the parties hereto.

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(b) Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Issuer.

(c) Notice of any termination of the Issuer, specifying the Distribution Date upon which the Certificateholders shall surrender their Certificates to the Paying Agent for payment of the final distributions and cancellation, shall, if any Certificates are then held by anyone other than the Depositor or any of its Affiliates, be given by the Owner Trustee to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Certificates shall be made upon presentation and surrender of the Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that payment to be made on such Distribution Date will be made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates (or, in the case of any Certificates held by the Depositor or any of its Affiliates, presentation of proof of cancellation of such Certificates), the Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.02.

In the event that one or more of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Issuer after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor.

(d) Upon the winding up of the Issuer and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act. Thereupon, the Issuer and this Agreement (other than Article 8) shall terminate.

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ARTICLE X

SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

SECTION 10.01. Eligibility Requirements for Owner Trustee. The Owner Trustee or its direct or indirect parent shall at all times be an entity having a combined capital and surplus of at least $50,000,000, be subject to supervision or examination by federal or state authorities and be authorized to exercise trust powers in the State of Delaware. If such entity shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section 10.01, the combined capital and surplus of such entity shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of this Section, the Owner Trustee shall resign immediately in the manner and with the effect specified in Section 10.02.

SECTION 10.02. Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving thirty (30) days prior written notice thereof to the Depositor, the Servicer and the Indenture Trustee. If for any reason, [_______________] or any of its Affiliates should assume the duties of the Indenture Trustee, then from that time forward [_______________], in its capacity as Owner Trustee, shall resign as Owner Trustee hereunder if any Event of Default under the Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with the Indenture Trustee or any other trustee under the Indenture. Upon receiving such notice of resignation, the Servicer shall promptly appoint a successor Owner Trustee by written instrument, in duplicate, one copy of which shall be delivered to each of the resigning Owner Trustee and the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not have accepted such appointment within thirty (30) days after the giving of such notice of resignation, the resigning Owner Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee.

If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign promptly, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator may remove the Owner Trustee by written instrument to such effect delivered to the Owner Trustee, the Depositor and the Indenture Trustee. If the Administrator shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Servicer shall promptly appoint a successor Owner Trustee by written instrument in duplicate, one copy of which instrument shall be delivered to each of the outgoing Owner Trustee so removed and the successor Owner Trustee, and the Administrator shall pay all fees, expenses and other compensation owed to the outgoing Owner Trustee.

Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee.

SECTION 10.03. Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its predecessor under this Agreement,

28 (NAROT 20[ ]-[ ] Amended & Restated Trust Agreement)

with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties, and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. To the extent not paid by the successor Owner Trustee, the Administrator shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee.

No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall meet the criteria for eligibility set forth in Section 10.01.

Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Administrator shall mail or otherwise provide notice of the successor of the Owner Trustee to all Certificateholders, the Indenture Trustee, all Noteholders[, the [Swap Counterparty][Cap Provider]] and the Rating Agencies. If the Administrator fails to mail or otherwise provide such notice within 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed or otherwise provided at the expense of the Administrator.

SECTION 10.04. Merger or Consolidation of Owner Trustee. Any corporation into which the Owner Trustee may be merged or converted or with which it may be consolidated or any corporation resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Owner Trustee, shall be the successor of the Owner Trustee hereunder, provided such corporation shall be eligible pursuant to Section 10.01, without the execution or filing of any instrument or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, further, that the Owner Trustee shall mail notice of such merger or consolidation to the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement).

SECTION 10.05. Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle may at the time be located, the Administrator and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Issuer, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 25 days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a trustee pursuant to Section 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03.

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Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provision and conditions:

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

(ii) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and

(iii) the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee.

Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as if given to each of them. Each separate trustee and co-trustee, upon its acceptance of the powers and duties conferred thereto under this Agreement, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Administrator.

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

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ARTICLE XI

MISCELLANEOUS

SECTION 11.01. Supplements and Amendments.

(a) Any term or provision of this Agreement may be amended by the Depositor and the Owner Trustee, without the consent of the Indenture Trustee, any Noteholder, [the [Swap Counterparty][Cap Provider],] the Issuer or any other Person subject to the satisfaction of one of the following conditions:

(i) the Depositor delivers an Officer’s Certificate or Opinion of Counsel to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; or

(ii) the Rating Agency Condition is satisfied with respect to such amendment;

provided, that no amendment shall be effective which affects the rights, protections or duties of the Indenture Trustee without the prior written consent of the Indenture Trustee, (which consent shall not be unreasonably withheld or delayed); provided, further, that the event that any Certificates are then held by anyone other than the Administrator or any of its Affiliates, this Agreement may only be amended by the Depositor and the Owner Trustee if, in addition, (i) the Holders of the Certificates evidencing a majority of the Certificate Balance of the Certificates consent to such amendment or (ii) such amendment shall not, as evidenced by an Officer’s Certificate of the Administrator or an Opinion of Counsel delivered to the Owner Trustee, materially and adversely affect the interests of the Certificateholders.

(b) This Agreement may also be amended by the Depositor and the Owner Trustee for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders[, the [Swap Counterparty][Cap Provider]] or the Certificateholders with the consent of:

(i) the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; and

(ii) the Holders of the Certificates evidencing a majority of the Certificate Balance.

It will not be necessary for the consent of Noteholders or Certificateholders to approve the particular form of any proposed amendment or consent, but it will be sufficient if such consent approves the substance thereof.

(c) Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee and the Administrator. The Administrator will thereafter deliver a copy of such notice to each Rating Agency pursuant to Section 1(d) of the Administration Agreement.

(d) Prior to the execution of any amendment to this Agreement, the Owner 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 may, but shall not be obligated to, enter into any such amendment which adversely affects the Owner Trustee’s own rights, duties or immunities under this Agreement.

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[Notwithstanding the foregoing, this Agreement shall not be amended in any way that would materially and adversely affect the rights of the [Swap Counterparty][Cap Provider] without the consent of the [Swap Counterparty][Cap Provider]; provided that the [Swap Counterparty’s][Cap Provider’s] consent to any such amendment shall not be unreasonably withheld, and provided, further that the [Swap Counterparty’s][Cap Provider’s] consent will be deemed to have been given if the [Swap Counterparty][Cap Provider] does not object in writing within 10 days of receipt of a written request for such consent.]

SECTION 11.02. No Legal Title to Owner Trust Estate in Certificateholders. The Certificateholders shall not have legal title to any part of the Owner Trust Estate. The Certificateholders shall be entitled to receive distributions with respect to their undivided ownership interest therein only in accordance with Articles V and IX. No transfer, by operation of law or otherwise, of any right, title or interest of the Certificateholders to and in their ownership interest in the Owner Trust Estate shall operate to terminate this Agreement or the trusts hereunder or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Owner Trust Estate.

SECTION 11.03. Limitations on Rights of Others. Except for Section 2.06, the provisions of this Agreement are solely for the benefit of the Owner Trustee, the Depositor, the Certificateholders, the Administrator and, to the extent expressly provided herein the Indenture Trustee[, the [Swap Counterparty][Cap Provider]] and the Noteholders, and nothing in this Agreement (other than Section 2.06), whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Owner Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

SECTION 11.04. Notices.

(a) Unless otherwise expressly specified or permitted by the terms hereof, all notices shall be in writing, which writing may be hand delivered, mailed by certified mail, postage prepaid, or delivered by facsimile or electronically by email (if an email address is provided), and shall be deemed given upon receipt by the intended recipient or three Business Days after mailing if mailed by certified mail, postage prepaid (except that notice to the Owner Trustee shall be deemed given only upon actual receipt by the Owner Trustee), addressed in each case as specified on Schedule I to the Sale and Servicing Agreement or at such other address as shall be designated by such party in a written notice to each other party. All notices, requests, reports, consents or other communications deliverable to any Rating Agency hereunder or under any other Basic Document 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).

(b) Any notice required or permitted to be given a Certificateholder shall be given by first-class mail, postage prepaid, at the address of such Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice.

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SECTION 11.05. Severability and Entire Agreement. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid or unenforceable in any jurisdiction, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof. This Agreement and the exhibits hereto set forth the entire agreement and understanding of the parties related to this transaction and supersedes all prior agreements and understandings, oral or written.

SECTION 11.06. Counterparts and Electronic Signature. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed to be an original, and all of which shall constitute but one and the same instrument. Each party agrees that this Agreement and any other documents to be delivered in connection herewith may be digitally or electronically signed, and that any digital or electronic signatures (including pdf, facsimile or electronically imaged signatures provided by a digital signature provider as specified in writing to the Certificate Registrar) appearing on this Agreement or such other documents shall have the same effect as manual signatures for the purpose of validity, enforceability and admissibility; provided, however, that any documentation with respect to the transfer of Certificates or other securities presented to the Certificate Registrar or any other transfer agent must contain original, manually executed signatures. Other than with respect to instances in which manual signatures are expressly required by this paragraph, each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any digital or electronic signature appearing on this Agreement or any other documents to be delivered in connection herewith and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof.

SECTION 11.07. Successors and Assigns. All covenants and agreements contained herein shall be binding upon, and inure to the benefit of, the Depositor, the Owner Trustee and its successors and each Certificateholder and its successors and permitted assigns, all as herein provided. Any request, notice, direction, consent, waiver or other instrument or action by a Certificateholder shall bind the successors and assigns of such Certificateholder.

SECTION 11.08. No Petition. The Owner Trustee (not in its individual capacity but solely as Owner Trustee), by entering into this Agreement, hereby covenants and agrees, and each Certificateholder, by accepting a Certificate, and the Indenture Trustee and any Noteholder by accepting the benefits of this Agreement, are thereby deemed to covenant and agree that they will not at any time institute against a Bankruptcy Remote Party, or join in any institution against such Bankruptcy Remote Party, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any federal or state bankruptcy or similar law; provided, however, nothing in this Section shall preclude, or be deemed to stop, the Owner Trustee (i) from taking any action in (A) any case or proceeding voluntarily filed or commenced by any Bankruptcy Remote Party or (B) any involuntary insolvency proceeding filed or commenced by a Person other than the Owner Trustee, or (ii) from commencing against any Bankruptcy Remote Party or any of their respective property any legal action which is not a bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceeding. This Section 11.08 shall survive the termination of this Agreement.

SECTION 11.09. No Recourse. Each Certificateholder by accepting an interest in a Certificate acknowledges that such Certificates represent beneficial interests in the Issuer only and do not represent interests in or obligations of the Depositor, NMAC (in any capacity), the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in the Certificates or the Basic Documents.

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(a) In furtherance of and not in derogation of the foregoing, to the extent the Depositor enters into other securitization transactions, each Certificateholder, by accepting a Certificate, acknowledges and agrees that it shall have no right, title or interest in or to any assets or interests therein of the Depositor conveyed or purported to be conveyed by the Depositor to another securitization trust or other Person or Persons in connection therewith (whether by way of a sale, capital contribution or by virtue of the granting of a lien). To the extent that, notwithstanding the agreements and provisions contained herein, a Certificateholder either (i) asserts an interest or claim to, or benefit from, Other Assets, whether asserted against or through the Depositor or any other Person owned by the Depositor, or (ii) is deemed to have any such interest, claim or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Federal Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Depositor or any other Person owned by the Depositor, then each Certificateholder, by accepting a Certificate, further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and shall be expressly subordinated to the indefeasible payment in full of all obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to priority of distribution or application under applicable law, including insolvency laws, and whether asserted against Depositor or any other Person owned by the Depositor), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. Each Certificateholder, by acceptance of a Certificate, further acknowledges and agrees that no adequate remedy at law exists for a breach of this paragraph and the terms of this paragraph may be enforced by an action for specific performance. The provisions of this paragraph shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement.

SECTION 11.10. Headings. The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

SECTION 11.11. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 11.12. Waiver of Jury Trial; Submission to Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally:

(a) submits for itself and its property in any Proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of Delaware, the courts of the United States of America for the District of Delaware and appellate courts from any thereof;

34 (NAROT 20[ ]-[ ] Amended & Restated Trust Agreement)

(b) consents that any such Proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such Proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 11.04 of this Agreement;

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any Proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Basic Document, or any matter arising hereunder or thereunder.

SECTION 11.13. USA PATRIOT Act; AML Law Compliance.

(a) To help the government fight the funding of terrorism and money laundering activities, the Customer Identification Program requirements established under the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Title III of Pub. L. 107 56 (signed into law October 26, 2001) and its implementing regulations (collectively, USA PATRIOT Act), the Financial Crimes Enforcement Network’s (“FinCEN”) Customer Due Diligence Requirements and such other laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions (“Applicable Anti-Money Laundering Law”), requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. Accordingly, in order to comply with Applicable Anti-Money Laundering Law, the Owner Trustee is required to obtain on or before closing and from time to time thereafter documentation to verify and record information that identifies each person who opens an account. For a non-individual person such as a business entity, a charity, a trust, or other legal entity, the Owner Trustee will ask for documentation to verify its formation and existence as a legal entity, financial statements, licenses, tax identification documents, and identification and authorization documents from individuals claiming authority to represent the entity and other relevant documentation and information (including beneficial owners of such entities). The Owner Trustee may, to the fullest extent permitted by applicable law, including Applicable Anti-Money Laundering Law, conclusively rely on, and shall be fully protected and indemnified in relying on, any information received, and failure to provide such information may result in an inability of the Owner Trustee to perform its obligations hereunder which, at the sole option of the Owner Trustee, may result in the resignation of the Owner Trustee, in accordance with the terms of this Agreement. The parties hereto agree for purposes of Applicable Anti-Money Laundering Law, (i) each Certificateholder owning twenty-five percent (25%) or more of the beneficial interest in the Issuer is and shall be deemed to be the beneficial owners of the Issuer for purposes of providing the information required under Applicable Anti-Money Laundering Law, and (ii) the Certificateholders are and shall be deemed to be the party with the power and authority to control the Issuer.

35 (NAROT 20[ ]-[ ] Amended & Restated Trust Agreement)

(b) In addition to the Owner Trustee’s obligations under Applicable Anti-Money Laundering Law, the Corporate Transparency Act (31 U.S.C. § 5336) and its implementing regulations (collectively, the “CTA” and together with Applicable Anti-Money Laundering Law, “AML Law”), may require the Issuing Entity to file reports with FinCEN after the date of this Agreement. It shall be the Depositor’s duty and not the Owner Trustee’s duty to cause the Issuing Entity to make such filings and to cause the Issuing Entity to comply with its obligations under the CTA, if any.

(c) The parties hereto agree for purposes of AML Law the Certificateholders are and shall be deemed to be the sole direct beneficial owners of the Issuer, acknowledge that the Owner Trustee acts solely as a directed trustee at the direction of the Certificateholders, the Depositor, the Administrator and the Servicer hereunder and that one or more Controlling Parties of the Certificateholder are and shall be deemed to be the parties with the power and authority to exercise substantial control over the Issuer.

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36 (NAROT 20[ ]-[ ] Amended & Restated Trust Agreement)

IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

NISSAN AUTO RECEIVABLES COMPANY II LLC, as Depositor
By:
	Name:
	Title:
[_______________], not in its individual capacity but solely as Owner Trustee
By:
	Name:
	Title:

S-1 (NAROT 20[ ]-[ ] Amended & Restated Trust Agreement)

[______________], as Certificate Registrar and Paying Agent
By:
	Name:
	Title:

S-2 (NAROT 20[ ]-[ ] Amended & Restated Trust Agreement)

EXHIBIT A

(FORM OF CERTIFICATE)

THIS CERTIFICATE IS NON-TRANSFERABLE OTHER THAN AS SET FORTH HEREIN AND IN THE TRUST AGREEMENT (DEFINED BELOW).

THIS CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE DEPOSITOR, THE OWNER TRUSTEE, THE SERVICER, THE ADMINISTRATOR, NMAC, NARC II, NISSAN NORTH AMERICA, INC. OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS, PURSUANT TO AN EXEMPTION THEREFROM OR IN A TRANSACTION NOT SUBJECT THERETO. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE RESOLD, ASSIGNED, PLEDGED OR TRANSFERRED ONLY (A) TO A UNITED STATES PERSON WITHIN THE MEANING OF SECTION 7701(a)(30) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AND (B) (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (II) IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND OTHER SECURITIES OR “BLUE SKY” LAWS. IN SUCH CASE THE OWNER TRUSTEE SHALL REQUIRE (I) THAT THE PROSPECTIVE TRANSFEREE CERTIFY TO THE OWNER TRUSTEE AND THE DEPOSITOR IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE OWNER TRUSTEE AND (II) IF REQUESTED BY THE OWNER TRUSTEE, A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE OWNER TRUSTEE OR THE DEPOSITOR) SATISFACTORY TO THE OWNER TRUSTEE AND THE DEPOSITOR, TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR JURISDICTION. ANY ATTEMPTED TRANSFER IN CONTRAVENTION OF THE IMMEDIATELY PRECEDING RESTRICTIONS WILL BE VOID AB INITIO AND THE PURPORTED TRANSFEROR WILL CONTINUE TO BE TREATED AS THE OWNER OF THE CERTIFICATE FOR ALL PURPOSES.

NO CERTIFICATE OR INTEREST THEREIN MAY BE ACQUIRED BY OR FOR THE ACCOUNT OF (I) ANY PLAN (AS DEFINED BELOW) THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH OF THE FOREGOING, A “BENEFIT PLAN”) OR (II) A PLAN (AS DEFINED BELOW) THAT IS SUBJECT TO A LAW THAT IS SIMILAR TO THE

A-1 (NAROT 20[ ]-[ ] Amended & Restated Trust Agreement)

FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”). BY ACCEPTING AND HOLDING A CERTIFICATE (OR INTEREST THEREIN), THE HOLDER THEREOF SHALL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT IT IS NOT A BENEFIT PLAN OR PLAN SUBJECT TO SIMILAR LAW. FOR PURPOSES OF THE FOREGOING “PLAN” MEANS AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA, WHETHER OR NOT SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, A “PLAN” AS DEFINED IN SECTION 4975 OF THE CODE OR ANY ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING.

A-2 (NAROT 20[ ]-[ ] Amended & Restated Trust Agreement)

NUMBER	$_______
R-_____

NISSAN AUTO RECEIVABLES 20[ ]-[ ] OWNER TRUST

ASSET BACKED CERTIFICATE

Evidencing a fractional undivided ownership interest in the Issuer, as defined below, the property of which includes a pool of retail installment sale contracts secured by new, near-new and used automobiles and light-duty trucks and sold to the Issuer by Nissan Auto Receivables Company II LLC (“NARC II”).

(This Certificate does not represent an interest in or obligation of NARC II, Nissan Motor Acceptance Company LLC (“NMAC”), Nissan North America, Inc. or any of their respective affiliates, except to the extent described below.)

THIS CERTIFIES THAT ________________________________________ is the registered owner of _____________ DOLLARS ($_______), nonassessable, fully-paid, fractional undivided ownership interest in Nissan Auto Receivables 20[ ]-[ ] Owner Trust (the “Trust”) formed by NARC II.

The Issuer was created by the Original Trust Agreement, as amended and restated by the Amended and Restated Trust Agreement dated as of [__________________], as amended and supplemented from time to time, (the “Trust Agreement”), between NARC II, as depositor (the “Depositor”), [_______________], as owner trustee (the “Owner Trustee”), and [___________], as certificate registrar and paying agent, a summary of certain of the pertinent provisions of which is set forth below. Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in the Sale and Servicing Agreement, dated as of [_________________] (the “Sale and Servicing Agreement”), among the Issuer, the Depositor, and NMAC, as servicer (the “Servicer”), and [____________], as indenture trustee, as applicable.

This Certificate is one of the duly authorized Certificates designated as “Asset Backed Certificates” (the “Certificates”) issued pursuant to the Trust Agreement. Certain debt instruments evidencing obligations of the Trust have been issued under the Indenture, consisting of [six] classes of Notes designated as “[________________]% Asset Backed Notes, Class A-1,” “[________________]% Asset Backed Notes, Class A-2[a],” [“[________________]% Asset Backed Notes, Class A-2b,”] “[________________]% Asset Backed Notes, Class A-3[,]” [and] “[________________]% Asset Backed Notes, Class A-4” [and “[________________]% Asset Backed Notes, Class B”] (collectively, the “Notes”). This Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement to which the holder of this Certificate by virtue of the acceptance hereof assents and by which such holder is bound. The property of the Trust includes a pool of retail installment sale contracts secured by new, near-new and used automobiles and light-duty trucks (the “Receivables”), all monies received after the Cut-off Date, security interests in the vehicles financed thereby, certain bank accounts and the proceeds thereof, proceeds from claims on certain insurance policies and certain other rights under the Trust Agreement and the Sale and Servicing Agreement and all proceeds of the foregoing.

A-3 (NAROT 20[ ]-[ ] Amended & Restated Trust Agreement)

Under the Trust Agreement, there will be distributed on the 15th day of each month or, if such 15th day is not a Business Day, the next Business Day, (each, a “Distribution Date”), commencing on [______________] to the person in whose name this Certificate is registered at the close of business on the related Record Date, such Certificateholder’s pro rata portion of the amounts to be distributed to Holders of the Certificates on such Distribution Date in respect of amounts distributable to the Certificateholders of the Certificates pursuant to Section 5.06 of the Sale and Servicing Agreement.

The holder of this Certificate acknowledges and agrees that its rights to receive distributions in respect of this Certificate are subordinated to the rights of the Noteholders [and the Swap Counterparty] as described in the Sale and Servicing Agreement and the Indenture.

It is the intent of the Depositor, NMAC and the Certificateholders that, for purposes of U.S. federal income tax, state and local income tax, any state single business tax and any other income taxes, the Issuer will be treated as a division or branch of the Person holding the beneficial ownership interests in the Issuer for any period during which the beneficial ownership interests in the Issuer are held by one person (or by multiple owners but each owner is treated as the same Person for U.S. federal income tax purposes), and will be treated as a partnership, and the Certificateholders will be treated as partners in that partnership, for any period during which the beneficial ownership interests in the Issuer are held by more than one person (and all such owners are not treated as the same Person for U.S. federal income tax purposes). For any such period during which the beneficial ownership interests in the Issuer are held by more than one person, each Certificateholder, by acceptance of a Certificate or any beneficial interest on a Certificate, agrees to treat, and to take no action inconsistent with the treatment of, the Certificates as partnership interests in the Issuer for such tax purposes.

Each Certificateholder, by its acceptance of a Certificate or any beneficial interest in a Certificate, covenants and agrees that such Certificateholder will not at any time institute against any Bankruptcy Remote Party, or join in any institution against any Bankruptcy Remote Party of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States, federal or state bankruptcy or similar law.

Each Certificateholder by accepting a Certificate acknowledges that such Certificateholder’s Certificates represent beneficial interests in the Issuer only and do not represent interests in or obligations of Depositor, NMAC, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse may be had against such parties or their assets, except as expressly set forth or contemplated in the Trust Agreement, the Certificates or the Basic Documents. In furtherance of and not in derogation of the foregoing, each Certificateholder, by accepting a Certificate, acknowledges and agrees that it shall have no right, title or interest in or to any assets or interests therein of the Depositor conveyed or purported to be conveyed by the Depositor to another securitization trust or other Person or Persons in connection therewith (whether by way of a sale, capital contribution or by virtue of the granting of a lien) (“Other Assets”). To the extent that, notwithstanding the agreements and provisions contained herein, a Certificateholder either (i) asserts an interest or claim to, or benefit from, Other Assets,

A-4 (NAROT 20[ ]-[ ] Amended & Restated Trust Agreement)

whether asserted against or through the Depositor or any other Person owned by the Depositor, or (ii) is deemed to have any such interest, claim or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Federal Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Depositor or any other Person owned by the Depositor, then each Certificateholder, by accepting a Certificate, further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and shall be expressly subordinated to the indefeasible payment in full of all obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to priority of distribution or application under applicable law, including insolvency laws, and whether asserted against Depositor or any other Person owned by the Depositor), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. Each Certificateholder, by acceptance of a Certificate, further acknowledges and agrees that no adequate remedy at law exists for a breach of this paragraph and the terms of this paragraph may be enforced by an action for specific performance. The provisions of this paragraph shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of the Trust Agreement.

Distributions on this Certificate will be made as provided in the Trust Agreement by the Paying Agent by wire transfer or check mailed to each Certificateholder of record without the presentation or surrender of this Certificate or the making of any notation hereon. Except as otherwise provided in the Trust Agreement and notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Owner Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency of the Paying Agent maintained for the purpose by the Owner Trustee.

Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Owner Trustee or an authenticating agent, by manual or facsimile signature, this Certificate shall not entitle the holder hereof to any benefit under the Trust Agreement or the Sale and Servicing Agreement or be valid for any purpose.

THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

A-5 (NAROT 20[ ]-[ ] Amended & Restated Trust Agreement)

IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Issuer and not in its individual capacity, has caused this Certificate to be duly executed.

	NISSAN AUTO RECEIVABLES 20[ ]-[ ] OWNER TRUST
	By: [_______________], not in its individual capacity but solely as Owner Trustee
Dated: ___________________	By:
	Authorized Signatory

A-6 (NAROT 20[ ]-[ ] Amended & Restated Trust Agreement)

OWNER TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned Trust Agreement.

[_______________], not in its individual capacity

but solely as Owner Trustee

By:                   

Authorized Signatory

Or

[_______________], not in its individual capacity

but solely as Owner Trustee

By:                   

Authorized Signatory

A-7 (NAROT 20[ ]-[ ] Amended & Restated Trust Agreement)

(REVERSE OF CERTIFICATE)

The Certificates do not represent an obligation of, or an interest in, the Owner Trustee, NMAC, NARC II, Nissan North America, Inc. or any of their Affiliates and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated herein or in the Trust Agreement or the Basic Documents. In addition, this Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections with respect to the Receivables (and certain other amounts), all as more specifically set forth in the Trust Agreement and in the Sale and Servicing Agreement. A copy of each of the Sale and Servicing Agreement and the Trust Agreement may be examined during normal business hours at the principal office of the Depositor, and at such other places, if any, designated by the Depositor, by any Certificateholder upon written request.

The Trust Agreement may be amended by the parties thereto, without the consent of any other Person in the manner set forth in Section 11.01 of the Trust Agreement.

As provided in the Trust Agreement, and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies of the Certificate Registrar, accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same aggregate interest in the Issuer will be issued to the designated transferee or transferees. The initial Certificate Registrar appointed under the Trust Agreement is [_______________], [_______________].

The Certificates are issuable only as registered Certificates without coupons in denominations of $[______] and in integral multiples of $[_____] in excess thereof. As provided in the Trust Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same aggregate denomination as requested by the holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith.

The Owner Trustee, the Certificate Registrar, the Paying Agent and any agent of the Owner Trustee or the Certificate Registrar or the Paying Agent may treat the person in whose name this Certificate is registered as the owner hereof for all purposes and none of the Owner Trustee, the Certificate Registrar or any such agent shall be affected by any notice to the contrary.

The obligations and responsibilities created by the Trust Agreement and the Issuer created thereby shall terminate upon the earliest of (i) the maturity or other liquidation of the last Receivable (or other asset) in the Owner Trust Estate and the final distribution of all moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Trust Agreement, the Indenture and the Sale and Servicing Agreement (including, but not limited to, any property and proceeds to be deposited in the Collection Account pursuant to the terms of the Sale and Servicing Agreement or to be released by the Indenture Trustee from the Lien of the Indenture

A-8 (NAROT 20[ ]-[ ] Amended & Restated Trust Agreement)

pursuant to the terms of the Indenture), and (ii) the election by NMAC, as servicer of the Receivables under the Sale and Servicing Agreement, or any successor servicer, to purchase the Collateral (other than the Reserve Account) pursuant to Section 9.01 of the Sale and Servicing Agreement and the payment or distribution to all Securityholders [and the Swap Counterparty] of all amounts required to be paid to them under the Indenture and the Trust Agreement); provided, however, such right of purchase by the servicer is exercisable only after the last day of the Collection Period as of which the Pool Balance is less than or equal to [5]% of the Original Pool Balance.

In the event of any conflict or inconsistency between the terms of this Certificate and the term of the Basic Documents, the terms of the Basic Documents shall control.

A-9 (NAROT 20[ ]-[ ] Amended & Restated Trust Agreement)

ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY

OR OTHER IDENTIFYING NUMBER

OF ASSIGNEE

(Please print or type name and address, including postal zip code, of assignee)

the within Certificate, and all rights thereunder, hereby irrevocably constituting and appointing

                                           Attorney to transfer said Certificate on the books of the Certificate Registrar, with full power of substitution in the premises.

Dated:      

*/

Signature Guaranteed:

*/

*/ NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Certificate in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company.

A-10 (NAROT 20[ ]-[ ] Amended & Restated Trust Agreement)

EXHIBIT B

FORM OF TRANSFEREE REPRESENTATION LETTER

Nissan Auto Receivables 20[ ]-[ ] Owner Trust

[_______________],

not in its individual capacity but solely as Owner Trustee

[_______________]

[_______________]

[_______________]

Attention: [___________________]

[_______________],

as Certificate Registrar

[_______________]

[_______________]

[_______________]

Attention: [____________________]

Attention:  Corporate Trust Services — Nissan Auto Receivables 20[ ]-[ ] Owner Trust

Re: Transfer of Nissan Auto Receivables 20[ ]-[ ] Owner Trust Certificates, (the “Certificates”)

Ladies and Gentlemen:

This letter is delivered pursuant to Section 3.03 of the Amended and Restated Trust Agreement, dated as of [__________________] (the “Trust Agreement”), between Nissan Auto Receivables Company II LLC, as Depositor, [_______________], as Owner Trustee (the “Owner Trustee”), and [________________], as Certificate Registrar and Paying Agent, in connection with the transfer by _________________________ (the “Seller”) to the undersigned (the “Purchaser”) of $__________ balance of the Certificates. Capitalized terms used and not otherwise defined herein have the meanings assigned to such terms in the Trust Agreement.

In connection with such transfer, the undersigned hereby represents and warrants to you and the addressees hereof as follows:

☐ I acknowledge that the Certificates have not been and will not be registered under the Securities Act or the securities law of any jurisdiction;

B-1 (NAROT 20[ ]-[ ] Amended & Restated Trust Agreement)

☐ I acknowledge that if in the future I decide to resell, assign, pledge or otherwise transfer any Certificates, such Certificates may be resold, assigned, pledged or transferred only (A) to a United States person within the meaning of Section 7701(a)(30) of the Code and (B) (i) pursuant to an effective registration statement under the Securities Act or (ii) in a transaction exempt from the registration requirements of the Securities Act and other securities or “Blue Sky” laws;

☐ I am not a Non-U.S. Person (as defined in the Trust Agreement);

☐ In the event of any subsequent transfer of a Certificate (or any interest therein), I shall comply with Section 1446(f) of the Code (including with respect to deducting and withholding from the purchase price paid in respect of such Certificate unless I obtained a certificate providing for an exemption from such withholding);

☐ I am not, and I am not acquiring the Certificate (or any interest therein) for the account of (i) a Plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or, Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) or (ii) a Plan subject to a law that is similar to the fiduciary responsibility or prohibited transaction provisions of ERISA or Section 4975 of the Code (“Similar Law”). For purposes of the foregoing, “Plan” means an “employee benefit plan” as defined in Section 3(3) of ERISA, whether or not subject to Title I of ERISA, a “plan” as defined in Section 4975 of the Code or any entity deemed to hold plan assets of the foregoing. Each Person who acquires any Certificate or interest therein will certify that the foregoing conditions are satisfied;

☐ I acknowledge that after this transfer (or purported transfer), the Issuer would not have more than 95 direct or indirect beneficial owners of any interest in the Certificates;

☐ This transfer is not effected through an established securities market or secondary market or substantial equivalent thereof within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code;

☐ I either (A) am not, and will not become, a partnership, Subchapter S corporation, grantor trust or an entity disregarded as a separate entity from any such entity for U.S. federal income tax purposes or (B) am such an entity, but (x) none of the direct or indirect beneficial owners of any of the interests in me have allowed or caused, or will allow or cause, 50% or more (or such other percentage as the Depositor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to my ownership of Certificates and (y) it is not and will not be a principal purpose of the arrangement involving my beneficial interest in any Certificates to permit any partnership to satisfy the 100 partner limitation of Treasury Regulation Section 1.7704-1(h)(1)(ii) necessary for such partnership not to be classified as a publicly traded partnership under the Code;

B-2 (NAROT 20[ ]-[ ] Amended & Restated Trust Agreement)

☐ If I am acquiring any Certificate (or interest therein) for the account of one or more Persons, (A) I shall provide to the Owner Trustee and the Depositor information as to the number of such Persons and any changes in the number of such Persons and (B) any such change in the number of Persons for whose account a Certificate is held shall require the written consent of the Owner Trustee, which consent shall be granted unless the Owner Trustee determines that such proposed change in number of Persons would create a risk that the Issuer would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation;

☐ I understand that the Certificates will bear legends substantially as set forth in Section 3.09 of the Trust Agreement;

☐ (A) I shall provide to the Owner Trustee and the Depositor any further information required by the Issuer to comply with the Sections 6221 through 6241 of the Code, including Section 6226(a) of the Code (and any corresponding provision of state law) and (B) if I am not the Certificate Owner, such Certificate Owner shall provide to the Owner Trustee and the Depositor any further information required by the Issuer to comply with Sections 6221 through 6241 of the Code, including Section 6226(a) of Code (and any corresponding provision of state law) and, to the extent necessary for the Issuer to make an election under Section 6226(a) of the Code (or any corresponding provision of state law), hereby appoints me as its agent for purposes of receiving any notifications or information pursuant to the notice requirements under Section 6226(a)(2) of the Code (and any corresponding provision of state law);

☐ This transfer of a Certificate (or interest therein) (i) does not cause the Issuer to be a Section 385 Controlled Partnership (i.e., 80 percent or more of the Issuer’s ownership interests are owned, directly or indirectly, by one or more members of a Section 385 Expanded Group) that has an expanded group partner (within the meaning of Treasury Regulation section 1.385-3(g)(12)) which is a Domestic Corporation or (ii) it does cause the Issuer to be a Section 385 Controlled Partnership but (x) no member of such Section 385 Expanded Group owns any Notes and (y) no Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in such Section 385 Controlled Partnership is a member of the consolidated group (as described in Treasury Regulation section 1.1502-1(h)) which includes such Domestic Corporation) (for purposes of determining the Issuer’s ownership interests in this paragraph, taking any Retained Notes into account either as debt interests or ownership interests based on whichever treatment, if any, would result in the Issuer being treated as a Section 385 Controlled Partnership for purposes of applying this paragraph’s restriction (it being understood that if the Retained Notes are taken into account as ownership interests for this purpose then the Retained Notes are not also considered Notes for the Note ownership restriction of this paragraph));

☐ This transfer of a Certificate (or interest therein) (i) does not result in the Issuer becoming disregarded as an entity separate for U.S. federal income tax purposes from a Domestic Corporation or (ii) does result in the Issuer becoming disregarded as an entity separate for U.S. federal income tax purposes from a Domestic Corporation but (x) no member of a Section 385 Expanded Group that includes such Domestic Corporation owns any Notes and (y) no Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause

B-3 (NAROT 20[ ]-[ ] Amended & Restated Trust Agreement)

(x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in such Section 385 Controlled Partnership is a member of the consolidated group (as described in Treasury Regulation section 1.1502-1(h)) which includes such Domestic Corporation) (for purposes of determining the Issuer’s ownership interests in this paragraph, taking any Retained Notes into account either as debt interests or ownership interests based on whichever treatment, if any, would result in the Issuer being treated as a disregarded entity for purposes of applying this paragraph’s restriction (it being understood that if the Retained Notes are taken into account as ownership interests for this purpose then the Retained Notes are not also considered Notes for the Note ownership restriction of this paragraph));

☐ No transfer of the Certificates (or any interest therein) is a transfer of a Certificate (or any interest therein) with a Certificate Balance of less than 2.1% of the entire Certificate Balance; and

☐ Any attempted transfer that would cause the number of direct or indirect beneficial owners of Certificates in the aggregate to exceed 95 or otherwise cause the Issuer to become a publicly traded partnership for income tax purposes shall be a void transfer.

☐ I understand that if I am acquiring the Certificates as agent or nominee for any other person(s), such person(s) confirm the representations in the above paragraphs as such representations apply to such person(s).

[Signature appears on next page]

B-4 (NAROT 20[ ]-[ ] Amended & Restated Trust Agreement)

IN WITNESS WHEREOF, the Purchaser hereby executes this Transferee Representation Letter on the ___ day of _______________.

Very truly yours,
_____________________________,
The Purchaser
By:
	Name:
	Title:

B-5 (NAROT 20[ ]-[ ] Amended & Restated Trust Agreement)

EXHIBIT C

FORM OF TRANSFEROR REPRESENTATION LETTER

Nissan Auto Receivables 20[ ]-[ ] Owner Trust

[_______________],

not in its individual capacity but solely as Owner Trustee

[_______________]

[_______________]

[_______________]

Attention: Nissan Auto Receivables 20[ ]-[ ] Owner Trust

[_______________],

as Certificate Registrar

[_______________]

[_______________]

[_______________]

Attention: [_____________________]

Attention:  Corporate Trust Services — Nissan Auto Receivables 20[ ]-[ ] Owner Trust

Re: Transfer of Nissan Auto Receivables 20[ ]-[ ] Owner Trust Certificates, (the “Certificates”)

Ladies and Gentlemen:

This letter is delivered pursuant to Section 3.03 of the Amended and Restated Trust Agreement, dated as of [_________________] (the “Trust Agreement”), between Nissan Auto Receivables Company II LLC, as Depositor, [_______________], as Owner Trustee (the “Owner Trustee”), and [______________], as Certificate Registrar and Paying Agent, in connection with the transfer by the undersigned (the “Seller”) to _______________________________ (the “Purchaser”) of $___________ balance of the Certificates. Capitalized terms used and not otherwise defined herein have the meanings ascribed thereto in the Trust Agreement. The Seller hereby certifies, represents and warrants to you, as Certificate Registrar, that:

1. The Seller is the lawful owner of the Transferred Certificates with the full right to transfer such Certificates free from any and all claims and encumbrances whatsoever.

2. Neither the Seller nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of any Transferred Certificate, any interest in any Transferred Certificate or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of any Transferred Certificate, any interest in any Transferred Certificate or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to any Transferred Certificate, any interest in any Transferred Certificate or any other similar security with any person in any manner, (d) made

C-1 (NAROT 20[ ]-[ ] Amended & Restated Trust Agreement)

any general solicitation by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of any Transferred Certificate under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of any Transferred Certificate a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of any Transferred Certificate pursuant to the Securities Act or any state securities laws.

Very truly yours,

(Seller)

By:

Name:

Title:

C-2 (NAROT 20[ ]-[ ] Amended & Restated Trust Agreement)

EX-10.6

Exhibit 10.6

ASSET REPRESENTATIONS REVIEW AGREEMENT

among

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

as Issuer

NISSAN MOTOR ACCEPTANCE COMPANY LLC,

as Sponsor and Servicer

and

[     ],

as Asset Representations Reviewer

Dated as of [     ]

TABLE OF CONTENTS

		Page
ARTICLE I USAGE AND DEFINITIONS			1
Section 1.1.	Usage and Definitions		1
Section 1.2.	Additional Definitions		2
ARTICLE II ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER			2
Section 2.1.	Engagement; Acceptance		2
Section 2.2.	Confirmation of Scope		2
ARTICLE III ASSET REPRESENTATIONS REVIEW PROCESS			3
Section 3.1.	Review Notices		3
Section 3.2.	Identification of Subject Receivables		3
Section 3.3.	Review Materials		3
Section 3.4.	Performance of Reviews		3
Section 3.5.	Review Reports		4
Section 3.6.	Dispute Resolution		4
Section 3.7.	Limitations on Review Obligations		5
ARTICLE IV ASSET REPRESENTATIONS REVIEWER			5
Section 4.1.	Representations and Warranties		5
Section 4.2.	Covenants		6
Section 4.3.	Fees, Expenses and Indemnities		7
Section 4.4.	Limitation on Liability		8
Section 4.5.	Indemnification by Asset Representations Reviewer		8
Section 4.6.	Inspections of Asset Representations Reviewer		8
Section 4.7.	Delegation of Obligations		9
Section 4.8.	Confidential Information		9
Section 4.9.	Personally Identifiable Information		10
ARTICLE V RESIGNATION AND REMOVAL; SUCCESSOR ASSET REPRESENTATIONS REVIEWER			12
Section 5.1.	Eligibility Requirements for Asset Representations Reviewer		12
Section 5.2.	Resignation and Removal of Asset Representations Reviewer		12
Section 5.3.	Successor Asset Representations Reviewer		13
Section 5.4.	Merger, Consolidation or Succession		14

i

TABLE OF CONTENTS

(continued)

		Page
ARTICLE VI OTHER AGREEMENTS			14
Section 6.1.	Independence of Asset Representations Reviewer		14
Section 6.2.	No Petition		14
Section 6.3.	Limitation of Liability of Owner Trustee		14
Section 6.4.	Termination of Agreement		15
ARTICLE VII MISCELLANEOUS PROVISIONS			15
Section 7.1.	Amendments		15
Section 7.2.	Notices		16
Section 7.3.	Limitations on Rights of Others		16
Section 7.4.	Severability		16
Section 7.5.	Separate Counterparts and Electronic Signature		16
Section 7.6.	Headings		17
Section 7.7.	Governing Law		17
Section 7.8.	Waivers		17
Section 7.9.	Submission to Jurisdiction; Waiver of Jury Trial		17
Schedule A	Representations and Warranties, Review Materials and Tests

ii

ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of    , 20[ ] (this “Agreement”), among NISSAN AUTO RECEIVABLES 20[ ]-[ ] OWNER TRUST, a Delaware statutory trust, as Issuer, NISSAN MOTOR ACCEPTANCE COMPANY LLC, a Delaware limited liability company (“NMAC”), as Sponsor and Servicer, and [_____], a [_____], as Asset Representations Reviewer (the “Asset Representations Reviewer”).

BACKGROUND

WHEREAS, in the regular course of its business, NMAC purchases certain motor vehicle retail installment sale contracts secured by new, near-new, and used automobiles and light-duty trucks from motor vehicle dealers.

WHEREAS, in connection with a securitization transaction sponsored by NMAC, NMAC sold a pool of Receivables consisting of retail installment sale contracts to the Depositor, who sold them to the Issuer.

WHEREAS, the Issuer has granted a security interest in the pool of Receivables to the Indenture Trustee, for the benefit of the Holders of Notes, as security for the Notes issued by the Issuer under the Indenture.

WHEREAS, the Issuer desires to engage the Asset Representations Reviewer to perform reviews of certain Receivables for compliance with the representations and warranties made by NMAC and the Depositor about the Receivables in the pool.

NOW, THEREFORE, in consideration of the foregoing, other good and valuable consideration, and the mutual terms and conditions contained herein, the parties hereto agree as follows.

ARTICLE I

USAGE AND DEFINITIONS

Section 1.1. Usage and Definitions. Except as otherwise specified herein or if the context may otherwise require, capitalized terms not defined in this Agreement shall have the respective meanings assigned such terms set forth in the Sale and Servicing Agreement, dated as of the date hereof (the “Sale and Servicing Agreement”), by and among Nissan Auto Receivables Company II LLC, as seller, Nissan Motor Acceptance Company LLC, as servicer, Nissan Auto Receivables 20[ ]-[ ] Owner Trust, as issuer, and [_______], as indenture trustee.

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

Section 1.2. Additional Definitions. The following terms have the meanings given below:

“Asset Review” means the performance by the Asset Representations Reviewer of the testing procedures for each Test and each Subject Receivable according to Section 3.4.

“Confidential Information” has the meaning stated in Section 4.8(b).

“Information Recipients” has the meaning stated in Section 4.8(a).

“Issuer PII” has the meaning stated in Section 4.9(a).

“Personally Identifiable Information” or “PII” has the meaning stated in Section 4.9(a).

“Review Fee” has the meaning stated in Section 4.3(b).

“Review Materials” means, for an Asset Review and a Subject Receivable, the documents and other materials for each Test listed under “Review Materials” in Schedule A.

“Review Report” means, for an Asset Review, the report of the Asset Representations Reviewer prepared according to Section 3.5.

“Test” has the meaning stated in Section 3.4(a).

“Test Complete” has the meaning stated in Section 3.4(c).

“Test Fail” has the meaning stated in Section 3.4(a).

“Test Pass” has the meaning stated in Section 3.4(a).

“Underwriter” means, any of [ ], [ ] and [ ], in its capacity as underwriter or representative of the underwriters pursuant to the underwriting agreement, dated as of [ ], among [___], NMAC and the Depositor.

ARTICLE II

ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER

Section 2.1. Engagement; Acceptance. The Issuer engages [ ] to act as the Asset Representations Reviewer for the Issuer. [ ] accepts the engagement and agrees to perform the obligations of the Asset Representations Reviewer on the terms in this Agreement.

Section 2.2. Confirmation of Scope. The parties confirm that the Asset Representations Reviewer is not responsible for (a) reviewing the Receivables for compliance with the representations and warranties under the Basic Documents, except as described in this Agreement, or (b) determining whether noncompliance with the representations or warranties constitutes a breach of the Basic Documents.

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	Asset Representations Review Agreement)

ARTICLE III

ASSET REPRESENTATIONS REVIEW PROCESS

Section 3.1. Review Notices. On receipt of a Review Notice from the Indenture Trustee according to Section 7.08(b) of the Indenture, the Asset Representations Reviewer will start an Asset Review. The Asset Representations Reviewer will have no obligation to start an Asset Review until a Review Notice is received.

Section 3.2. Identification of Subject Receivables. Within [ ] Business Days after receipt of a Review Notice, the Servicer will deliver to the Asset Representations Reviewer, with a copy to the Indenture Trustee, a list of the Subject Receivables.

Section 3.3. Review Materials.

(a) Access to Review Materials. The Servicer will render reasonable assistance to the Asset Representations Reviewer to facilitate the Asset Review. The Servicer will give the Asset Representations Reviewer access to the Review Materials for all of the Subject Receivables within [_] days after receipt of the Review Notice in one or more of the following ways in the Servicer’s reasonable discretion: (i) by providing access to the Servicer’s receivables systems, either remotely or at one of the properties of the Servicer, (ii) by electronic posting of Review Materials to a password-protected website to which the Asset Representations Reviewer has access, (iii) by providing originals or photocopies at one of the properties of the Servicer where the Receivable Files are located or (iv) in another manner agreed by the Servicer and the Asset Representations Reviewer. The Servicer may redact or remove PII from the Review Materials so long as all information in the Review Materials necessary for the Asset Representations Reviewer to complete the Asset Review remains intact and unchanged.

(b) Missing or Insufficient Review Materials. If any of the Review Materials are missing or insufficient for the Asset Representations Reviewer to perform any Test, the Asset Representations Reviewer will notify the Servicer promptly, and in any event no less than [_] days before completing the Review, and the Servicer will have [_] days to provide the Asset Representations Reviewer access to such missing Review Materials or other documents or information to correct the insufficiency. [If the missing or insufficient Review Materials have not been provided by the Servicer within [_] days, the parties agree that the Subject Receivable will have a Test Fail for the related Test(s) and the Test(s) will be considered a Test Complete and the Review Report will indicate the reason for the Test Fail.]

Section 3.4. Performance of Reviews.

(a) Test Procedures. For an Asset Review, the Asset Representations Reviewer will perform for each Subject Receivable the procedures listed under “Tests” in Schedule A for each representation and warranty (each, a “Test”), using the Review Materials listed for each such Test in Schedule A. For each Test and Subject Receivable, the Asset Representations Reviewer will determine if the Test has been satisfied (a “Test Pass”) or if the Test has not been satisfied (a “Test Fail”).

(b) Review Period. The Asset Representations Reviewer will complete the Review of all of the Subject Receivables within [ ] days after receiving access to the Review Materials under Section 3.3(a). However, if additional Review Materials are provided to the Asset Representations Reviewer under Section 3.3(b), the Review period will be extended for an additional [ ] days.

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	Asset Representations Review Agreement)

(c) Completion of Review for Certain Subject Receivables. Following the delivery of the list of the Subject Receivables and before the delivery of the Review Report by the Asset Representations Reviewer, the Servicer may notify the Asset Representations Reviewer if a Subject Receivable is paid in full by the Obligor or purchased by the Sponsor, or the Servicer according to the Basic Documents. On receipt of notice, the Asset Representations Reviewer will immediately terminate all Tests of such Receivables and the Review of such Receivables will be considered complete (a “Test Complete”). In this case, the Review Report will indicate a Test Complete for the Receivables and the related reason.

(d) Previously Reviewed Receivable. If any Subject Receivable was included in a prior Asset Review, the Asset Representations Reviewer will not perform any Tests on it, but will include the results of the previous Tests in the Review Report for the current Asset Review.

(e) Termination of Review. If an Asset Review is in process and the Notes will be paid in full on the next Distribution Date, the Servicer will notify the Asset Representations Reviewer and the Indenture Trustee no less than ten (10) days before that Distribution Date. On receipt of notice, the Asset Representations Reviewer will terminate the Asset Review immediately and will have no obligation to deliver a Review Report.

Section 3.5. Review Reports. (a) Within five (5) days after the end of the Asset Review period under Section 3.4(b), the Asset Representations Reviewer will deliver to the Issuer, the Servicer and the Indenture Trustee a Review Report indicating for each Subject Receivable whether there was a Test Pass or a Test Fail for each Test, or whether the Subject Receivable was a Test Complete and the related reason. The Review Report will contain a summary of the findings and conclusions of the Asset Representations Reviewer with respect to the Asset Review to be included in the Issuer’s Form 10-D report for the Collection Period in which the Review Report is received. The Asset Representations Reviewer will ensure that the Review Report does not contain any Issuer PII.

(b) Questions About Review. The Asset Representations Reviewer will make appropriate personnel available to respond in writing to written questions or requests for clarification of any Review Report from the Indenture Trustee or the Servicer until the earlier of (i) payment in full of the Notes and (ii) one (1) year after the delivery of the Review Report. The Asset Representations Reviewer will have no obligation to respond to questions or requests for clarification from Noteholders or any Person other than the Indenture Trustee or the Servicer and will direct such Persons to submit written questions or requests to the Servicer.

Section 3.6. Dispute Resolution. If a Receivable that was reviewed by the Asset Representations Reviewer is the subject of a dispute resolution proceeding under Section 4.4 of the Purchase Agreement, the Asset Representations Reviewer will participate in the dispute resolution proceeding on request of a party to the proceeding. The reasonable out-of-pocket expenses of the Asset Representations Reviewer together with reasonable compensation for the time it incurs in connection with its participation in any dispute resolution proceeding will be considered expenses of the Requesting Party for the dispute resolution and will be paid by a party to the dispute resolution as determined by the mediator or arbitrator for the dispute resolution according to Section 4.4 of the Purchase Agreement. If not paid by a party to the dispute resolution, the expenses will be reimbursed by the Issuer according to Section 4.3(a).

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	Asset Representations Review Agreement)

Section 3.7. Limitations on Review Obligations.

(a) Review Process Limitations. The Asset Representations Reviewer will have no obligation:

(i) to determine whether a Delinquency Trigger has occurred or whether the required percentage of Noteholders has voted to direct an Asset Review under the Indenture, and may rely on the information in any Review Notice delivered by the Indenture Trustee;

(ii) to determine which Receivables are subject to an Asset Review, and may rely on the lists of Subject Receivables provided by the Servicer;

(iii) to obtain or confirm the validity of the Review Materials and no liability for any errors in the Review Materials and may rely on the accuracy and completeness of the Review Materials;

(iv) to obtain missing or insufficient Review Materials from any party or any other source;

(v) to take any action or cause any other party to take any action under any of the Basic Documents or otherwise to enforce any remedies against any Person for breaches of representations or warranties about the Subject Receivables; or

(vi) to establish cause, materiality or recourse for any failed Test.

(b) Testing Procedure Limitations. The Asset Representations Reviewer will only be required to perform the testing procedures listed under “Tests” in Schedule A, and will have no obligation to perform additional procedures on any Subject Receivable or to provide any information other than a Review Report indicating for each Subject Receivable whether there was a Test Pass or a Test Fail for each Test, or whether the Subject Receivable was a Test Complete and the related reason. However, the Asset Representations Reviewer may provide additional information about any Subject Receivable that it determines in good faith to be material to the Review.

ARTICLE IV

ASSET REPRESENTATIONS REVIEWER

Section 4.1. Representations and Warranties. The Asset Representations Reviewer represents and warrants to the Issuer as of the Closing Date:

(a) Organization and Qualification. The Asset Representations Reviewer is duly organized and validly existing as a [  ] in good standing under the laws of [  ]. The Asset Representations Reviewer is qualified as a foreign [  ] in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its properties or the conduct of its activities requires the qualification, license or approval, unless the failure to obtain the qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under this Agreement.

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	Asset Representations Review Agreement)

(b) Power, Authority and Enforceability. The Asset Representations Reviewer has the power and authority to execute, deliver and perform its obligations under this Agreement. The Asset Representations Reviewer has authorized the execution, delivery and performance of this Agreement. This Agreement is the legal, valid and binding obligation of the Asset Representations Reviewer enforceable against the Asset Representations Reviewer, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles.

(c) No Conflicts and No Violation. The completion of the transactions contemplated by this Agreement and the performance of the Asset Representations Reviewer’s obligations under this Agreement will not (A) conflict with, or be a breach or default under, any indenture, agreement, guarantee or similar agreement or instrument under which the Asset Representations Reviewer is a party, (B) result in the creation or imposition of any Lien on any of the assets of the Asset Representations Reviewer under the terms of any indenture, agreement, guarantee or similar agreement or instrument, (C) violate the organizational documents of the Asset Representations Reviewer or (D) violate any law or, to the Asset Representations Reviewer’s knowledge, any order, rule or regulation of a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Asset Representations Reviewer that applies to the Asset Representations Reviewer, which, in each case, would reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under this Agreement.

(d) No Proceedings. To the Asset Representations Reviewer’s knowledge, there are no proceedings or investigations pending or threatened in writing before a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Asset Representations Reviewer or its properties (A) asserting the invalidity of this Agreement, (B) seeking to prevent the completion of the transactions contemplated by this Agreement or (C) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under, or the validity or enforceability of, this Agreement.

(e) Eligibility. The Asset Representations Reviewer meets the eligibility requirements in Section 5.1.

Section 4.2. Covenants. The Asset Representations Reviewer covenants and agrees that:

(a) Eligibility. It will notify the Issuer and the Servicer promptly if it no longer meets the eligibility requirements in Section 5.1.

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	Asset Representations Review Agreement)

(b) Review Systems; Personnel. It will maintain business process management and/or other systems necessary to ensure that it can perform each Test and, on execution of this Agreement, will load each Test into these systems. The Asset Representations Reviewer will ensure that these systems allow for each Subject Receivable and the related Review Materials to be individually tracked and stored as contemplated by this Agreement. The Asset Representations Reviewer will maintain adequate staff that is properly trained to conduct Asset Reviews as required by this Agreement.

(c) Maintenance of Review Materials. It will maintain copies of any Review Materials, Review Reports and other documents relating to an Asset Review, including internal correspondence and work papers, for a period of two (2) years after the termination of this Agreement.

Section 4.3. Fees, Expenses and Indemnities.

(a) Annual Fee. The Sponsor shall pay to the Asset Representations Reviewer, as reasonable compensation for its services, an annual fee in the amount of $5,000 (the “Annual Fee”). The Annual Fee shall be payable on the Closing Date and on each anniversary thereof until this Agreement is terminated in accordance with Section 6.4. The Sponsor shall reimburse the Asset Representations Reviewer for all reasonable out-of-pocket expenses incurred or made by it, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Asset Representations Reviewer’s agents, counsel, accountants and experts.

(b) Review Fee. Following the completion of an Asset Review and the delivery to the Indenture Trustee of the Review Report, or the termination of an Asset Review according to Section 3.4(e), and the delivery to the Sponsor and the Servicer of a detailed invoice, the Sponsor shall pay to the Asset Representations Reviewer a fee of $[•] [for each Subject Receivable for which the Asset Review was started][per hour for its time spent conducting the Asset Review][as a flat fee for such Asset Review] (the “Review Fee”). However, no Review Fee will be charged for any Subject Receivable which was included in a prior Asset Review or for which no Tests were completed prior to the Asset Representations Reviewer being notified of a termination of the Asset Review according to Section 3.4(e). To the extent not paid by the Sponsor and outstanding for at least 60 days, the Review Fee shall be paid by the Issuer pursuant to Section 5.06 of the Sale and Servicing Agreement.

(c) Indemnification. The Sponsor shall indemnify the Asset Representations Reviewer against any and all loss, liability or expense (including reasonable attorneys’ fees) incurred by the Asset Representations Reviewer in connection with the administration of this Agreement and the performance of its duties hereunder. The Asset Representations Reviewer shall notify the Sponsor promptly of any claim for which it may seek indemnity. Failure by the Asset Representations Reviewer to so notify the Sponsor shall not relieve the Sponsor of its obligations hereunder. The Sponsor shall defend any such claim, and the Asset Representations Reviewer may have separate counsel and the Sponsor shall pay the fees and expenses of such counsel. The Sponsor shall not reimburse any expense or indemnify against any loss, liability or expense incurred by the Asset Representations Reviewer through the Asset Representations Reviewer’s own bad faith, willful misfeasance or negligence in performing its obligations under this Agreement or breach of this Agreement. The indemnification provided in this Section 4.3(c) shall survive the termination of this Agreement, the termination of the Issuer and the resignation or removal of the Asset

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	Asset Representations Review Agreement)

Representations Reviewer. The Sponsor acknowledges and agrees that amounts owing to the Asset Representations Reviewer in respect of the indemnification provided hereunder shall not be limited to or reduced by the amount of Available Amounts on deposit in the Collection Account, except to the extent that such Available Amounts have been allocated to make a payment to the Asset Representations Reviewer on the next-occurring Distribution Date pursuant to Section 5.06 of the Sale and Servicing Agreement.

(d) Payment of Fees and Indemnities. The Asset Representations Reviewer shall submit reasonably detailed invoices to the Sponsor for any amounts owed to it under this Agreement. To the extent not paid by the Sponsor and outstanding for at least 60 days, the fees and indemnities provided for in this Section 4.3 shall be paid by the Issuer pursuant to Section 5.06 of the Sale and Servicing Agreement; provided, that prior to such payment pursuant to the Sale and Servicing Agreement, the Asset Representations Reviewer shall notify the Sponsor in writing that such fees and indemnities have been outstanding for at least 60 days. If such fees and indemnities are paid pursuant to Section 5.06 of the Sale and Servicing Agreement, the Sponsor shall reimburse the Issuer in full for such payments.

Section 4.4. Limitation on Liability. The Asset Representations Reviewer will not be liable to any Person for any action taken, or not taken, in good faith under this Agreement or for errors in judgment. However, the Asset Representations Reviewer will be liable for its willful misfeasance, bad faith or negligence in performing its obligations under this Agreement. In no event will the Asset Representations Reviewer be liable for special, indirect or consequential losses or damages (including lost profit), even if the Asset Representations Reviewer has been advised of the likelihood of the loss or damage and regardless of the form of action.

Section 4.5. Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuer, the Depositor, the Servicer, the Sponsor, the Owner Trustee and the Indenture Trustee and their respective directors, officers, employees and agents for all costs, expenses (including reasonable attorneys’ fees and expenses), losses, damages and liabilities, including legal fees and expenses incurred in connection with the enforcement by such Person of any indemnification or other obligation of the Asset Representations Reviewer, resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement or (b) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.5 will survive the termination of this Agreement, the termination of the Issuer and the resignation or removal of the Asset Representations Reviewer.

Section 4.6. Inspections of Asset Representations Reviewer. The Asset Representations Reviewer agrees that, with reasonable prior notice not more than once during any year, it will permit authorized representatives of the Issuer, the Servicer, the Sponsor or the Administrator, during the Asset Representations Reviewer’s normal business hours, to examine and review the books of account, records, reports and other documents and materials of the Asset Representations Reviewer relating to (a) the performance of the Asset Representations Reviewer’s obligations under this Agreement, (b) payments of fees and expenses of the Asset Representations Reviewer for its performance and (c) a claim made by the Asset Representations Reviewer under this Agreement. In addition, the Asset Representations Reviewer will permit the Issuer’s, the

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Servicer’s, the Sponsor’s or the Administrator’s representatives to make copies and extracts of any of those documents and to discuss them with the Asset Representations Reviewer’s officers and employees. Each of the Issuer, the Servicer, the Sponsor and the Administrator will, and will cause its authorized representatives to, hold in confidence the information except if disclosure may be required by law or if the Issuer, the Servicer, the Sponsor or the Administrator reasonably determines that it is required to make the disclosure under this Agreement or the other Basic Documents. The Asset Representations Reviewer will maintain all relevant books, records, reports and other documents and materials for a period of at least two years after the termination of its obligations under this Agreement.

Section 4.7. Delegation of Obligations. The Asset Representations Reviewer may not delegate or subcontract its obligations under this Agreement to any Person without the consent of the Issuer, the Sponsor and the Servicer.

Section 4.8. Confidential Information.

(a) Treatment. The Asset Representations Reviewer agrees to hold and treat Confidential Information given to it under this Agreement in confidence and under the terms and conditions of this Section 4.8, and will implement and maintain safeguards to further assure the confidentiality of the Confidential Information. The Confidential Information will not, without the prior consent of the Issuer, the Sponsor and the Servicer, be disclosed or used by the Asset Representations Reviewer, or its officers, directors, employees, agents, representatives or affiliates, including legal counsel (collectively, the “Information Recipients”) other than for the purposes of performing Asset Reviews of Subject Receivables or performing its obligations under this Agreement. The Asset Representations Reviewer agrees that it will not, and will cause its Affiliates to not (i) purchase or sell securities issued by NMAC or its Affiliates or special purpose entities on the basis of Confidential Information or (ii) use the Confidential Information for the preparation of research reports, newsletters or other publications or similar communications.

(b) Definition. “Confidential Information” means oral, written and electronic materials (irrespective of its source or form of communication) furnished before, on or after the date of this Agreement to the Asset Representations Reviewer for the purposes contemplated by this Agreement, including:

(i) lists of Subject Receivables and any related Review Materials;

(ii) origination and servicing guidelines, policies and procedures and form contracts; and

(iii) notes, analyses, compilations, studies or other documents or records prepared by the Sponsor or the Servicer, which contain information supplied by or on behalf of the Sponsor or the Servicer or their representatives.

However, Confidential Information will not include information that (A) is or becomes generally available to the public other than as a result of disclosure by the Information Recipients, (B) was available to, or becomes available to, the Information Recipients on a non-confidential basis from a Person or entity other than the Issuer, the Sponsor or the Servicer before its disclosure to the Information Recipients who, to the knowledge of the Information Recipient is not bound by a

9	(NAROT 20[ ]-[ ]
	Asset Representations Review Agreement)

confidentiality agreement with the Issuer, the Sponsor or the Servicer and is not prohibited from transmitting the information to the Information Recipients, (C) is independently developed by the Information Recipients without the use of the Confidential Information, as shown by the Information Recipients’ files and records or other evidence in the Information Recipients’ possession or (D) the Issuer, the Sponsor or the Servicer provides permission to the applicable Information Recipients to release.

(c) Protection. The Asset Representations Reviewer will take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of Confidential Information, including those measures that it takes to protect its own confidential information and not less than a reasonable standard of care. The Asset Representations Reviewer acknowledges that Personally Identifiable Information is also subject to the additional requirements in Section 4.9.

(d) Disclosure. If the Asset Representations Reviewer is required by applicable law, regulation, rule or order issued by an administrative, governmental, regulatory or judicial authority to disclose part of the Confidential Information, it may disclose the Confidential Information. However, before a required disclosure, the Asset Representations Reviewer, if permitted by law, regulation, rule or order, will use its reasonable efforts to provide the Issuer, the Sponsor and the Servicer with notice of the requirement and will cooperate, at the Sponsor’s expense, in the Issuer’s and the Sponsor’s pursuit of a proper protective order or other relief for the disclosure of the Confidential Information. If the Issuer or the Sponsor is unable to obtain a protective order or other proper remedy by the date that the information is required to be disclosed, the Asset Representations Reviewer will disclose only that part of the Confidential Information that it is advised by its legal counsel it is legally required to disclose.

(e) Responsibility for Information Recipients. The Asset Representations Reviewer will be responsible for a breach of this Section 4.8 by its Information Recipients.

(f) Violation. The Asset Representations Reviewer agrees that a violation of this Agreement may cause irreparable injury to the Issuer, the Sponsor and the Servicer and the Issuer, the Sponsor and the Servicer may seek injunctive relief in addition to legal remedies. If an action is initiated by the Issuer or the Servicer to enforce this Section 4.8, the prevailing party will be entitled to reimbursement of costs and expenses, including reasonable attorney’s fees and expenses, incurred by it for the enforcement.

Section 4.9. Personally Identifiable Information.

(a) Definitions. “Personally Identifiable Information” or “PII” means information in any format about an identifiable individual, including, name, address, phone number, e-mail address, account number(s), identification number(s), vehicle identification number or “VIN”, any other actual or assigned attribute associated with or identifiable to an individual and any information that when used separately or in combination with other information could identify an individual. “Issuer PII” means PII furnished by the Issuer, the Servicer or their Affiliates to the Asset Representations Reviewer and PII developed or otherwise collected or acquired by the Asset Representations Reviewer in performing its obligations under this Agreement.

10	(NAROT 20[ ]-[ ]
	Asset Representations Review Agreement)

(b) Use of Issuer PII. The Issuer does not grant the Asset Representations Reviewer any rights to Issuer PII except as provided in this Agreement. The Asset Representations Reviewer will use Issuer PII only to perform its obligations under this Agreement or as specifically directed in writing by the Issuer and will only reproduce Issuer PII to the extent necessary for these purposes. The Asset Representations Reviewer must comply with all laws applicable to PII, Issuer PII and the Asset Representations Reviewer’s business, including any legally required codes of conduct, including those relating to privacy, security and data protection. The Asset Representations Reviewer will protect and secure Issuer PII. The Asset Representations Reviewer will implement privacy or data protection policies and procedures that comply with applicable law and this Agreement. The Asset Representations Reviewer will implement and maintain reasonable and appropriate practices, procedures and systems, including administrative, technical and physical safeguards to (i) protect the security, confidentiality and integrity of Issuer PII, (ii) ensure against anticipated threats or hazards to the security or integrity of Issuer PII, (iii) protect against unauthorized access to or use of Issuer PII and (iv) otherwise comply with its obligations under this Agreement. These safeguards include a written data security plan, employee training, information access controls, restricted disclosures, systems protections (e.g., intrusion protection, data storage protection and data transmission protection) and physical security measures.

(c) Additional Limitations. In addition to the use and protection requirements described in Section 4.9(b), the Asset Representations Reviewer’s disclosure of Issuer PII is also subject to the following requirements:

(i) The Asset Representations Reviewer will not disclose Issuer PII to its personnel or allow its personnel access to Issuer PII except (A) for the Asset Representations Reviewer personnel who require Issuer PII to perform an Asset Review, (B) with the prior consent of the Issuer or (C) as required by applicable law. When permitted, the disclosure of or access to Issuer PII will be limited to the specific information necessary for the individual to complete the assigned task. The Asset Representations Reviewer will inform personnel with access to Issuer PII of the confidentiality requirements in this Agreement and train its personnel with access to Issuer PII on the proper use and protection of Issuer PII.

(ii) The Asset Representations Reviewer will not sell, disclose, provide or exchange Issuer PII with or to any third party without the prior consent of the Issuer.

(d) Notice of Breach. The Asset Representations Reviewer will notify the Issuer promptly in the event of an actual or reasonably suspected security breach, unauthorized access, misappropriation or other compromise of the security, confidentiality or integrity of Issuer PII and, where applicable, immediately take action to prevent any further breach.

(e) Return or Disposal of Issuer PII. Except where return or disposal is prohibited by applicable law, promptly on the earlier of the completion of the Review or the request of the Issuer, all Issuer PII in any medium in the Asset Representations Reviewer’s possession or under its control will be (i) destroyed in a manner that prevents its recovery or restoration or (ii) if so directed by the Issuer, returned to the Issuer without the Asset Representations Reviewer retaining any actual or recoverable copies, in both cases, without charge to the Issuer. Where the Asset Representations Reviewer retains Issuer PII, the Asset Representations Reviewer will limit the Asset Representations Reviewer’s further use or disclosure of Issuer PII to that required by applicable law.

11	(NAROT 20[ ]-[ ]
	Asset Representations Review Agreement)

(f) Compliance; Modification. The Asset Representations Reviewer will cooperate with and provide information to the Issuer regarding the Asset Representations Reviewer’s compliance with this Section 4.9. The Asset Representations Reviewer and the Issuer agree to modify this Section 4.9 as necessary from time to time for either party to comply with applicable law.

(g) Audit of Asset Representations Reviewer. The Asset Representations Reviewer will permit the Issuer and its authorized representatives to audit the Asset Representations Reviewer’s compliance with this Section 4.9 during the Asset Representations Reviewer’s normal business hours on reasonable advance notice to the Asset Representations Reviewer, and not more than once during any year unless circumstances necessitate additional audits. The Issuer agrees to make reasonable efforts to schedule any audit described in this Section 4.9 with the inspections described in Section 4.6. The Asset Representations Reviewer will also permit the Issuer and its authorized representatives during normal business hours on reasonable advance written notice to audit any service providers used by the Asset Representations Reviewer to fulfill the Asset Representations Reviewer’s obligations under this Agreement.

(h) Affiliates and Third Parties. If the Asset Representations Reviewer processes the PII of the Issuer’s Affiliates or a third party when performing an Asset Review, and if such Affiliate or third party is identified to the Asset Representations Reviewer, such Affiliate or third party is an intended third-party beneficiary of this Section 4.9, and this Agreement is intended to benefit the Affiliate or third party. The Affiliate or third party will be entitled to enforce the PII related terms of this Section 4.9 against the Asset Representations Reviewer as if each were a signatory to this Agreement.

ARTICLE V

RESIGNATION AND REMOVAL;

SUCCESSOR ASSET REPRESENTATIONS REVIEWER

Section 5.1. Eligibility Requirements for Asset Representations Reviewer. The Asset Representations Reviewer must be a Person who (a) is not Affiliated with the Sponsor, the Depositor, the Servicer, the Indenture Trustee, the Owner Trustee or any of their Affiliates and (b) was not, and is not Affiliated with a Person that was, engaged by the Sponsor or any Underwriter to perform any due diligence on the Receivables prior to the Closing Date.

Section 5.2. Resignation and Removal of Asset Representations Reviewer.

(a) No Resignation of Asset Representations Reviewer. The Asset Representations Reviewer will not resign as Asset Representations Reviewer except (i) if the Asset Representations Reviewer is merged into or becomes an Affiliate of the Sponsor, the Servicer, the Indenture Trustee, the Owner Trustee, (ii) the Asset Representations Reviewer no longer meets the eligibility requirements in Section 5.1, or (iii) upon a determination that the performance of its duties under this Agreement is no longer permissible under applicable law and there is no reasonable action that it could take to make the performance of its obligations under this Agreement permitted under

12	(NAROT 20[ ]-[ ]
	Asset Representations Review Agreement)

applicable law. Upon the occurrence of one of the foregoing events, the Asset Representations Reviewer shall promptly resign and the Sponsor shall appoint a successor Asset Representations Reviewer. The Asset Representations Reviewer will deliver a notice of its resignation to the Issuer, the Sponsor and the Servicer, and if the Asset Representation Reviewer resigns pursuant to clause (b) above, an Opinion of Counsel supporting its determination.

(b) Removal of Asset Representations Reviewer. If any of the following events occur, the Indenture Trustee, at the direction of Noteholders evidencing a majority of the aggregate Outstanding Amount of the Notes, by notice to the Asset Representations Reviewer, shall remove the Asset Representations Reviewer and terminate its rights and obligations under this Agreement:

(i) [the Asset Representations Reviewer no longer meets the eligibility requirements in Section 5.1;

(ii) the Asset Representations Reviewer breaches any of its representations, warranties, covenants or obligations in this Agreement; or

(iii) an Insolvency Event of the Asset Representations Reviewer occurs.]

(c) Notice of Resignation or Removal. The Servicer will notify the Issuer, the Owner Trustee and the Indenture Trustee of any resignation or removal of the Asset Representations Reviewer.

Section 5.3. Successor Asset Representations Reviewer.

(a) Engagement of Successor Asset Representations Reviewer. Following the resignation or removal of the Asset Representations Reviewer, the Sponsor will appoint a successor Asset Representations Reviewer who meets the eligibility requirements of Section 5.1.

(b) Effectiveness of Resignation or Removal. No resignation or removal of the Asset Representations Reviewer will be effective until the successor Asset Representations Reviewer has executed and delivered to the Issuer and the Servicer an agreement accepting its engagement and agreeing to perform the obligations of the Asset Representations Reviewer under this Agreement or entered into a new agreement with the Issuer on substantially the same terms as this Agreement.

(c) Transition and Expenses. If the Asset Representations Review resigns or is removed, the Asset Representations Reviewer will cooperate with the Issuer and take all actions reasonably requested to assist the Issuer in making an orderly transition of the Asset Representations Reviewer’s rights and obligations under this Agreement to the successor Asset Representations Reviewer. The Asset Representations Reviewer will pay the reasonable expenses of transitioning the Asset Representations Reviewer’s obligations under this Agreement and preparing the successor Asset Representations Reviewer to take on such obligations on receipt of an invoice with reasonable detail of the expenses from the Issuer or the successor Asset Representations Reviewer.

13	(NAROT 20[ ]-[ ]
	Asset Representations Review Agreement)

Section 5.4. Merger, Consolidation or Succession. Any Person (a) into which the Asset Representations Reviewer is merged or consolidated, (b) resulting from any merger or consolidation to which the Asset Representations Reviewer is a party or (c) succeeding to the business of the Asset Representations Reviewer, if that Person meets the eligibility requirements in Section 5.1, will be the successor to the Asset Representations Reviewer under this Agreement. Such Person will execute and deliver to the Issuer and the Servicer an agreement to assume the Asset Representations Reviewer’s obligations under this Agreement (unless the assumption happens by operation of law).

ARTICLE VI

OTHER AGREEMENTS

Section 6.1. Independence of Asset Representations Reviewer. The Asset Representations Reviewer will be an independent contractor and will not be subject to the supervision of, or deemed to be the agent of, the Issuer, the Indenture Trustee or the Owner Trustee for the manner in which it accomplishes the performance of its obligations under this Agreement. None of the Issuer, the Indenture Trustee or the Owner Trustee shall be responsible for monitoring the performance of the Asset Representations Reviewer or liable to any Person for the failure of the Asset Representations Reviewer to perform its obligations hereunder. Unless authorized by the Issuer, the Indenture Trustee or the Owner Trustee, respectively, the Asset Representations Reviewer will have no authority to act for or represent the Issuer, the Indenture Trustee or the Owner Trustee and will not be considered an agent of the Issuer, the Indenture Trustee or the Owner Trustee. Nothing in this Agreement will make the Asset Representations Reviewer and either of the Issuer, the Indenture Trustee or the Owner Trustee members of any partnership, joint venture or other separate entity or impose any liability as such on any of them.

Section 6.2. No Petition. Each party hereto agrees that, prior to the date which is one year and one day after payment in full of all obligations of each Bankruptcy Remote Party in respect of all securities issued by any Bankruptcy Remote Party (i) such party shall not authorize any Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or other Proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of its property or to consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other Proceeding commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of, its creditors generally, any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) such party shall not commence, join with any other Person in commencing or institute with any other Person, any Proceeding against such Bankruptcy Remote Party under any bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. This Section 6.2 shall survive the termination of this Agreement.

Section 6.3. Limitation of Liability of Owner Trustee. This Agreement has been signed on behalf of the Issuer by [ ] not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer. In no event will [ ] in its individual capacity or a beneficial owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under this Agreement, as to all of which recourse shall be had solely to the assets of the Issuer. For all purposes under this Agreement, the Owner Trustee will be subject to, and entitled to the benefits of, the Trust Agreement.

14	(NAROT 20[ ]-[ ]
	Asset Representations Review Agreement)

Section 6.4. Termination of Agreement. This Agreement will terminate, except for the obligations under Section 4.5, on the earlier of (a) the payment in full of all outstanding Notes and the satisfaction and discharge of the Indenture and (b) the date the Issuer is terminated under the Trust Agreement.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1. Amendments.

(a) Any term or provision of this Agreement may be amended by the parties hereto, without the consent of any other Person subject to the satisfaction of one of the following conditions:

(i) the Seller or the Servicer delivers an Officer’s Certificate or Opinion of Counsel to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; or

(ii) the Rating Agency Condition is satisfied with respect to such amendment;

provided, that no amendment pursuant to this Section 7.1 shall be effective which affects the rights, protections or duties of the Indenture Trustee or the Owner Trustee without the prior written consent of such Person, (which consent shall not be unreasonably withheld or delayed); provided, further, that in the event that any Certificates are held by anyone other than the Administrator or any of its Affiliates, this Agreement may only be amended by the parties hereto if, in addition, (i) the Holders of the Certificates evidencing a majority of the Certificate Balance of the Certificates consent to such amendment or (ii) such amendment shall not, as evidenced by an Officer’s Certificate of the Administrator or an Opinion of Counsel delivered to the Owner Trustee, materially and adversely affect the interests of the Certificateholders.

(b) This Agreement may also be amended by the parties hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders with the consent of:

(i) the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; and

(ii) the Holders of the Certificates evidencing a majority of the Certificate Balance.

It will not be necessary for the consent of Noteholders or Certificateholders to approve the particular form of any proposed amendment or consent, but it will be sufficient if such consent approves the substance thereof.

15	(NAROT 20[ ]-[ ]
	Asset Representations Review Agreement)

(c) Promptly after the execution of any such amendment or consent, the Servicer shall furnish written notification of the substance of such amendment or consent to each Rating Agency.

(d) Prior to the execution of any amendment to this Agreement, 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 adversely affects the Owner Trustee’s or the Indenture Trustee’s, as applicable, own rights, duties or immunities under this Agreement.

Section 7.2. Notices. All demands, notices, communications and instructions upon or to the Seller, the Servicer, the Owner Trustee, the Indenture Trustee or the Rating Agencies under this Agreement shall be in writing, personally delivered or mailed by certified mail, return receipt requested, or delivered by facsimile or electronically by email (if an email address is provided), and addressed in each case as specified on Schedule I to the Sale and Servicing Agreement or at such other address as shall be designated by written notice to the other parties. All notices, requests, reports, consents or other communications required to be delivered to the Rating Agencies by the Servicer hereunder shall be delivered by the Servicer 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 any other Basic Document 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 7.3. Limitations on Rights of Others. The provisions of this Agreement are solely for the benefit of the Sponsor, the Servicer, the Issuer and the Asset Representations Reviewer. The Indenture Trustee (for the benefit of itself and the Noteholders) will be an express third-party beneficiary of this Agreement and entitled to enforce this agreement against the parties hereto. Nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Owner Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

Section 7.4. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 7.5. Separate Counterparts and Electronic Signature. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. Each party agrees that this Agreement and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Agreement or such other documents shall have the same effect as manual signatures for the purpose of validity, enforceability and admissibility.

16	(NAROT 20[ ]-[ ]
	Asset Representations Review Agreement)

Section 7.6. Headings. The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

Section 7.7. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 7.8. Waivers. No failure or delay on the part of any party hereto in exercising any power, right or remedy under this Agreement shall operate as a waiver hereof or thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other or further exercise hereof or thereof or the exercise of any such power, right or remedy preclude any other or further exercise hereof or thereof or the exercise of any other power, right or remedy.

Section 7.9. Submission to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto hereby irrevocably and unconditionally:

(a) submits for itself and its property in any Proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof;

(b) consents that any such Proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such Proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address determined in accordance with Section 7.2 of this Agreement;

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e) to the extent permitted by applicable law, each party hereto irrevocably waives all right of trial by jury in any Proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Basic Document, or any matter arising hereunder or thereunder.

[Remainder of Page Left Blank]

17	(NAROT 20[ ]-[ ]
	Asset Representations Review Agreement)

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered all as of the day and year first above written.

NISSAN AUTO RECEIVABLES 20[ ]-[ ] OWNER TRUST,
	as Issuer
By:	[________________], not in its individual capacity, but solely as Owner Trustee
By:
	Name:
	Title:
NISSAN MOTOR ACCEPTANCE COMPANY LLC,
	as Servicer
By:
	Name:
	Title:
	[________________],
	as Asset Representations Reviewer
By:
	Name:
	Title:

[Signature Page to Asset Representations Review Agreement – NAROT 20 [ ] – [ ]]

Schedule A

Representations and Warranties, Review Materials and Tests

[to be attached]

Representations and Warranty Review Materials Tests

EX-10.7

Exhibit 10.7

SECURITIES ACCOUNT CONTROL AGREEMENT

among

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

as Issuer,

NISSAN MOTOR ACCEPTANCE COMPANY LLC,

as Servicer,

[____________],

in its capacity as Indenture Trustee

and

[____________],

as Securities Intermediary

Dated as of [___________]

NAROT 20[ ]-[ ]

Securities Account Control Agreement

TABLE OF CONTENTS

		Page
ARTICLE I   DEFINITIONS			1
Section 1.1	Defined Terms		1
ARTICLE II    ACCOUNTS			1
Section 2.1	Accounts		1
ARTICLE III  RIGHTS OF THE SECURED PARTY			2
Section 3.1	Control of Accounts by Secured Party		2
Section 3.2	No Control by Issuer or Third Parties Concerning Accounts		2
Section 3.3	Perfection of Security Interests in Accounts		2
Section 3.4	Notices of Adverse Claims		3
ARTICLE IV   RIGHTS AND RESPONSIBILITIES OF SECURITIES INTERMEDIARY			3
Section 4.1	Limited Obligations		3
ARTICLE V    MISCELLANEOUS			3
Section 5.1	Amendment and Other Modifications		3
Section 5.2	Termination; Survival		3
Section 5.3	Governing Law		3
Section 5.4	Submission to Jurisdiction; Waiver of Jury Trial		4
Section 5.5	Binding Agreement; Successors and Assigns		4
Section 5.6	Severability		4
Section 5.7	Notices		4
Section 5.8	Headings		5
Section 5.9	Counterparts and Electronic Signature		5
Section 5.10	Concerning the Secured Party		5
Section 5.11	Indemnification		5
Section 5.12	No Proceedings		5
Section 5.13	Limited Recourse		6
Section 5.14	Limitations on Liability of Securities Intermediary.		6
Section 5.15	Limitation of Liability of Owner Trustee		8

-i-

SECURITIES ACCOUNT CONTROL AGREEMENT (this “Agreement”), dated as of [__________], among NISSAN AUTO RECEIVABLES 20[ ]-[ ] OWNER TRUST, as Issuer (the “Issuer”), NISSAN MOTOR ACCEPTANCE COMPANY LLC, as Servicer (the “Servicer”), [__________], as Securities Intermediary (the “Securities Intermediary”) and [__________], in its capacity as Indenture Trustee (the “Secured Party”).

PREAMBLE

Pursuant to the Indenture, dated as of [__________], by and between the Issuer and the Indenture Trustee (as amended, restated, supplemented or otherwise modified time to time, the “Indenture”), the Issuer has granted to the Secured Party, for the benefit of the Noteholders, a first priority security interest in the Accounts and all funds, Account Property (as defined in the Sale and Servicing Agreement) or other property on deposit from time to time in or credited to the Accounts, including all investments and Proceeds thereof and all income thereon (collectively, the “Account Property”). The Accounts currently existing under the Indenture are the Reserve Account and the Collection Account maintained and held at the Securities Intermediary by the Issuer in the name of the Secured Party, subject to the first priority security interest of the Secured Party for the benefit of the Noteholders in the Accounts granted by the Issuer to the Secured Party to secure payment of the Notes.

The parties hereto are entering into this Agreement to perfect the Secured Party’s security interest in the Accounts by “control,” within the meaning of Articles 8 and 9 of the Uniform Commercial Code as in effect in the State of New York (the “UCC”).

ARTICLE I

DEFINITIONS

Section 1.1 Defined Terms. Except as otherwise specified herein or if the context may otherwise require, capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the Sale and Servicing Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Sale and Servicing Agreement”), by and among Nissan Auto Receivables Company II LLC, as seller, the Servicer, the Issuer and the Indenture Trustee.

ARTICLE II

ACCOUNTS

Section 2.1 Accounts.

(a) The Securities Intermediary represents and warrants to each of the Secured Party and the Issuer that the Securities Intermediary does not know of any claim to or interest in the Accounts, except the first priority security interest of the Secured Party in the Accounts for the benefit of the Noteholders and the other claims and interests of the parties referred to in this Agreement. The Securities Intermediary does not have and shall not have in the future, any security interest, lien or right of setoff on or against the Accounts.

NAROT 20[ ]-[ ]

Securities Account Control Agreement

(b) The Securities Intermediary, the Issuer and the Secured Party agree that the Securities Intermediary is the securities intermediary and the Issuer is the entitlement holder as to each Account subject to the first priority security interest of the Secured Party.

(c) The Securities Intermediary, the Issuer and the Secured Party agree that all property credited to the Accounts shall be treated as “financial assets” under Article 8 of the UCC.

(d) The Securities Intermediary shall not accept any “entitlement order,” within the meaning of Section 8-102(a)(8) of the UCC, or other instruction regarding the Accounts except from the Secured Party.

(e) The Securities Intermediary, the Issuer and the Secured Party agree that, with respect to the Accounts, the jurisdiction of the Securities Intermediary for purposes of Articles 8 and 9 of the UCC shall be the State of New York.

(f) The Securities Intermediary shall at all times be a “participant” (as such term is defined in the Federal Book-Entry Regulations) in the Federal Reserve System.

ARTICLE III

RIGHTS OF THE SECURED PARTY

Section 3.1 Control of Accounts by Secured Party. The Securities Intermediary, the Issuer and the Secured Party agree that the Securities Intermediary shall comply with each entitlement order originated by the Secured Party without further consent of the Issuer or any other person or entity.

Section 3.2 No Control by Issuer or Third Parties Concerning Accounts. The Securities Intermediary shall not comply with any instructions of the Issuer or any other person or entity (other than the Secured Party) concerning the Accounts (including any order that is originated by the Issuer and that would require the Securities Intermediary to make a free delivery of Accounts to the Issuer or any other person). Additionally, the Securities Intermediary shall not agree with any third party (other than the Secured Party) that the Securities Intermediary will comply with orders originated by such third party concerning the Accounts.

Section 3.3 Perfection of Security Interests in Accounts. It is intended that the first priority security interest of the Secured Party in the Accounts be perfected by control of the Accounts under Sections 8-106(d), 9-106(a) and 9-314(a) of the UCC. In addition, it is intended for purposes of Articles 8 and 9 of the UCC that (i) the Issuer be deemed to be the related “entitlement holder”, (ii) the Securities Intermediary be deemed to be the related “securities intermediary”, (iii) all such property held by the Securities Intermediary in the Accounts and all rights of the Secured Party or Issuer against the Securities Intermediary arising out of such property, including any free credit balances, be deemed to be “financial assets”, and (iv) the Secured Party be deemed to have “control” of such Accounts under Section 8-106(d) of the UCC with respect to the first priority security interest therein granted to the Secured Party pursuant to the Indenture. With respect to any proceeds of the Account Property that constitute a Deposit Account, it is intended for purposes of Article 9 of the UCC that (i) the Securities Intermediary is the bank with which the Deposit Account is maintained and the Secured Party is the bank’s customer with respect to the Deposit Account, and (ii) the Issuer, the Secured Party and the Securities Intermediary agree that the Securities Intermediary will comply with instructions originated by the Secured Party directing disposition of funds in the Deposit Accounts without further consent of the Issuer.

-2-	NAROT 20[ ]-[ ]
	Securities Account Control Agreement

Section 3.4 Notices of Adverse Claims. The Securities Intermediary shall promptly notify the Secured Party and the Issuer if any other person claims that it has a property interest in the Accounts or that it is a violation of such person’s rights for anyone else to hold, transfer or deal with the Accounts.

ARTICLE IV

RIGHTS AND RESPONSIBILITIES OF SECURITIES INTERMEDIARY

Section 4.1 Limited Obligations. This Agreement does not create any obligation of the Securities Intermediary except for those expressly set forth in this Agreement. The Securities Intermediary may conclusively rely and shall be fully protected in acting or refraining from acting upon notices and communications it believes to be genuine and given by the appropriate party. Except for permitting a withdrawal, delivery or payment in violation of Article III, the Securities Intermediary shall not be liable to the Secured Party or the Issuer for any error of judgment made in good faith and in accordance with this Agreement, nor shall it otherwise be liable under this Agreement except as a result of its own willful misconduct, bad faith or negligence.

ARTICLE V

MISCELLANEOUS

Section 5.1 Amendment and Other Modifications. This Agreement may be amended, supplemented or otherwise modified from time to time, and the observance of any term of this Agreement may be waived, by the parties hereto. Any such modification or waiver of this Agreement shall be in writing and shall be signed by all the parties hereto.

Section 5.2 Termination; Survival. This Agreement shall terminate upon satisfaction and discharge of the Indenture. However, Article IV shall survive termination of this Agreement.

Section 5.3 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. The Issuer and the Securities Intermediary agree that, to the extent any agreement covering the Accounts is not currently governed by the law of the State of New York, such agreement is hereby amended so that the law of the State of New York governs the Accounts, including, without limitation, all issues specified in Article 2(1) of the Hague Convention on the Law Applicable to Certain Rights in Respect of Securities held with an Securities Intermediary (the “Hague Securities Convention”). The Issuer and the Securities Intermediary agree that no such governing law provision may be amended or modified without the written consent of the Secured Party. To the extent that the Accounts, or any agreements between the Securities Intermediary, the Secured Party and the Issuer with respect to the Accounts, are at any time governed by laws other than the laws of the State of New York, the parties hereto do not consent to the new governing law for the purposes of Article 7 of the Hague Securities Convention.

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	Securities Account Control Agreement

Section 5.4 Submission to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto hereby, irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or Proceeding relating to this Agreement or any documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof;

(b) consents that any such action or Proceeding may be brought and maintained in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or Proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or Proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address as set forth in Section 5.7;

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e) to the extent permitted by applicable law, waives all right of trial by jury in any action, proceeding or counterclaim based on, or arising out of, under or in connection with this Agreement, any other Basic Document, or any matter arising hereunder or thereunder.

Section 5.5 Binding Agreement; Successors and Assigns. All covenants and agreements in this Agreement by the Issuer shall bind its successors and assigns, whether so expressed or not. All agreements of the Secured Party or the Securities Intermediary in this Agreement shall bind its successors, co-trustees and agents.

Section 5.6 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 5.7 Notices. All demands, notices, communications and instructions upon or to the Issuer, the Secured Party or the Securities Intermediary under this Agreement shall be in writing, personally delivered, mailed by certified mail, return receipt requested, or delivered by facsimile or electronically by email (if an email address is provided), and addressed in each case as specified on Schedule I to the Sale and Servicing Agreement or at such other address as shall

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	Securities Account Control Agreement

be designated by written notice to the other parties hereto. Delivery shall occur only when delivered by hand or, in the case of mail, email or facsimile notice, upon actual receipt or reported tender of such communication by an officer of the intended recipient entitled to receive such notices located at the address of such recipient for notices hereunder; provided, however, any demand, notice or communication to be delivered pursuant to this Agreement to any Rating Agency shall be deemed to be delivered if a copy of such demand, notice or communication has been posted on any web site maintained by 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 5.8 Headings. The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

Section 5.9 Counterparts and Electronic Signature. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. Each party agrees that this Agreement and any other documents to be delivered in connection herewith may be digitally or electronically signed, and that any digital or electronic signatures (including pdf, facsimile or electronically imaged signatures provided by a digital signature provider as specified in writing to the Indenture Trustee) appearing on this Agreement or such other documents shall have the same effect as manual signatures for the purpose of validity, enforceability and admissibility. Other than with respect to instances in which manual signatures are expressly required by this paragraph, each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any digital or electronic signature appearing on this Agreement or any other documents to be delivered in connection herewith and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof.

Section 5.10 Concerning the Secured Party. To the extent that the rights, protections and immunities of the Secured Party are not explicitly stated herein, the Secured Party shall enjoy the same rights, protections and immunities afforded to it in the Indenture.

Section 5.11 Indemnification. The indemnification furnished to the Secured Party under Section 6.07 of the Indenture shall extend to and cover the exercise of its respective rights and the performance of its respective obligations under this Agreement. To the extent [________] is acting as Securities Intermediary, such indemnification furnished to the Secured Party under Section 6.07 of the Indenture shall also extend to and cover the exercise of the Securities Intermediary’s rights and the performance of its obligations under this Agreement. This Section 5.11 shall survive the resignation or removal of the parties and the termination of this Agreement.

Section 5.12 No Proceedings. Each of the Securities Intermediary and the Secured Party hereby agree that, from and after the Closing Date and until the date one (1) year plus one (1) day following the date on which all amounts due with respect to the Notes have been paid in full in cash, it will not directly, or indirectly, institute or cause to be instituted against the Issuer any proceedings of the type referred to in the definition of “Insolvency Event”; provided, that the foregoing shall not in any way limit the Securities Intermediary’s or the Secured Party’s right to pursue any claims against the Issuer in any proceeding voluntarily commenced by the Issuer or in any proceeding commenced by a Person other than the Indenture Trustee or other creditor rights or remedies that the Securities Intermediary or the Secured Party may have for claims against the Issuer under Applicable Law.

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	Securities Account Control Agreement

Section 5.13 Limited Recourse. Notwithstanding any other provision of this Agreement, the Notes or the Indenture, the obligations of the Issuer hereunder and thereunder are limited-recourse obligations of the Issuer. Such obligations are non-recourse to the Issuer, its assets and its property other than the Collateral, and are payable solely from the Collateral, subject to any prior security interests therein, and following realization of the Collateral, any claims of any party hereto under this Agreement, the Notes or the Indenture (other than the Issuer) shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or affiliate of the Issuer or any person owning, directly or indirectly, any legal or beneficial interest in the Issuer, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amounts payable hereunder or thereunder. No party hereto (other than the Issuer) shall enforce the liability and obligation of the Issuer to perform and observe the obligations contained in this Agreement, the Notes and the other Basic Documents to which the Issuer is a party by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Issuer, subject to the following sentence, or the Exculpated Parties. It is understood that the foregoing provisions of this Section 5.13 shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral, (ii) constitute a waiver, release or discharge of any indebtedness or obligation of the Issuer under the Notes, or secured by the Indenture, until the Collateral has been realized, whereupon any such outstanding indebtedness or obligation shall be extinguished, (iii) limit the right of any Person to name the Issuer as a party defendant in any action or suit or in the exercise of any other remedy under this Agreement and the other Basic Documents, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against the Issuer, (iv) impair the right of any party hereto (other than the Issuer) to obtain the appointment of a receiver or (v) constitute a waiver of any right which any party hereto (other than the Issuer) may have under any applicable insolvency laws to file a claim for the full amount of the indebtedness or obligations secured by the Indenture or to require that the Collateral shall continue to secure all of the indebtedness or obligations owing to the Noteholders in accordance with the Notes and the Basic Documents to which the Issuer is a party.

Section 5.14 Limitations on Liability of Securities Intermediary.

(a) This Agreement shall not subject the Securities Intermediary to any duty, obligation or liability except as is expressly set forth herein. In particular (without implied limitation), the Securities Intermediary need not investigate whether the Secured Party is entitled under the Basic Documents, or otherwise, to give any entitlement order or any other directions, instructions or other orders in any instance.

(b) The Securities Intermediary shall be protected in acting or refraining from acting upon any written notice, certificate, instruction, request or other paper or document, as to the due execution thereof and the validity and effectiveness of the provisions thereof and as to the truth of any information therein contained, which the Securities Intermediary in good faith believes to be genuine.

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	Securities Account Control Agreement

(c) The Securities Intermediary may consult with and obtain advice from counsel, accountants or other experts of its own choice in the event of any dispute or question as to the construction of any provision hereof or otherwise in connection with its duties hereunder, and any action taken or omitted by the Securities Intermediary in reasonable reliance upon such advice shall be full justification and protection to it. The Securities Intermediary shall not be liable for any error of judgment or for any act done or step taken or omitted except in the case of its willful misconduct, bad faith or negligence.

(d) The Securities Intermediary shall have no duties hereunder except those which are expressly set forth herein and in any modification or amendment hereof. For the avoidance of doubt, nothing herein shall impose or imply on the part of the Securities Intermediary any duties of a fiduciary nature.

(e) The Securities Intermediary may engage or be interested in any financial or other transactions with any party hereto and may act on, or as depositary, trustee or agent for, any committee or body of holders of obligations of such Persons as freely as if it were not the Securities Intermediary hereunder.

(f) The Securities Intermediary shall not be obligated to take any action which in its reasonable judgment would cause it to incur any expense or liability not otherwise contemplated hereunder unless it has been furnished with an indemnity with respect thereto which is reasonably satisfactory to the Securities Intermediary.

(g) The Securities Intermediary may rely upon the contents of any notice, consent, instruction or other communication or document from the Indenture Trustee, for the benefit of the Secured Party, the Issuer or the Servicer that the Securities Intermediary believes in good faith to be genuine and from the proper Person, without any further duty of inquiry or independent investigation on its part.

(h) The Securities Intermediary shall not be deemed to have notice or knowledge of any Event of Default or any other default under any other Basic Document unless an Authorized Officer of the Securities Intermediary has actual knowledge or Securities Intermediary shall have received written notice thereof. In the absence of such actual knowledge or receipt of such notice, the Securities Intermediary may conclusively assume that none of such events have occurred and the Securities Intermediary shall not have any obligation or duty to determine whether any Event of Default or any other default under any other Basic Document has occurred or is continuing.

(i) No provision of this Agreement or any other Basic Document shall be construed to require the Securities Intermediary to perform, supervise, monitor or accept any responsibility for the performance of, the obligations of the Issuer hereunder or under any other Basic Document or any Person other than itself under any Basic Document.

(j) The Securities Intermediary shall not be liable for any delays in performance for causes beyond its reasonable control, including acts of declared or undeclared war (including acts of terrorism), public disorder, rebellion, sabotage, fire, flood, epidemic, pandemic, landslide, lightning, fire, hurricane, earthquake, flood, strike, restriction by civil or military authority in their sovereign or contractual capacities, transportation failure, loss or malfunctions of communications or computer (software and hardware) services, power line or other utility failures or interruptions, or inability to obtain labor.

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	Securities Account Control Agreement

(k) In no event shall the Securities Intermediary be liable for any special, indirect, punitive or consequential damages (including lost profits).

Section 5.15 Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, this Agreement has been executed by [________], not in its individual capacity, but solely in its capacity as Owner Trustee of the Issuer. In no event shall [________] have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered by the Issuer, pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement.

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	Securities Account Control Agreement

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

NISSAN AUTO RECEIVABLES 20[ ]-[ ] OWNER TRUST, as Issuer
By:	[________], not in its individual capacity but solely as Owner Trustee
By:
Name:
Title:
NISSAN MOTOR ACCEPTANCE COMPANY LLC, as Servicer
By:
Name:
Title:
[________], not in its individual capacity but solely as Indenture Trustee, as Secured Party
By:
Name:
Title:
[________], as Securities Intermediary
By:
Name:
Title:

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	Securities Account Control Agreement

EX-24.2

Exhibit 24.2

Nissan Auto Receivables Company II LLC

One Nissan Way

Franklin, TN 37067

May 16, 2024

I, Douglas E. Gwin, Jr., am Assistant Treasurer of Nissan Auto Receivables Company II LLC (the “Company”) and do certify that the attached resolutions were duly adopted by unanimous written consent of the board of managers of the Company on May 16, 2024, and such resolutions have not been amended, rescinded or otherwise modified.

/s/ Douglas E. Gwin, Jr.

Name: Douglas E. Gwin, Jr.

Title: Assistant Treasurer

I, Ryan L. Nelson, as Secretary of the Company, certify that Douglas E. Gwin, Jr. is the duly elected and qualified Assistant Treasurer of the Company and that the signature above is his signature.

EXECUTED as of May 16, 2024

/s/ Ryan L. Nelson

Name: Ryan L. Nelson

Title: Secretary

***

NOW, THEREFORE, IT IS HEREBY RESOLVED, that the officers of the Company be, and each of them hereby is, authorized to prepare and file, or cause to be prepared and filed, with the Commission one or more Registration Statements with respect to the Securities under the Securities Act of 1933, as amended, with such changes and additions thereto as such officers, or any of them, shall approve, such officers’ execution thereof to be conclusive evidence of their approval and of the approval of the Board, and any amendments (including post-effective amendments) or supplements thereto, together with all documents required as exhibits to said Registration Statement or Statements, or any amendments or supplements thereto;

***

RESOLVED FURTHER, that the officers of the Company be, and each of them hereby is, authorized to prepare, or cause to be prepared, all necessary or appropriate documents, including agreements, for the purposes described in any Registration Statement and any further amendments (including post-effective amendments) or supplements to any Registration Statement containing terms and conditions consistent with the descriptions contained in said Registration Statement and any further amendments (including post-effective amendments) or supplements thereto, together with all documents required as exhibits to said Registration Statement, or any amendments or supplements thereto;

***

WHEREAS, it is deemed to be in the best interests of the Company and its sole member to allow the officers of the Company to delegate the authority set forth in these resolutions to such other employees or agents of the Company as such officers may from time to time designate.

NOW, THEREFORE, IT IS HEREBY RESOLVED, that the officers of the Company be, and each of them hereby is, authorized, empowered and instructed, from time to time as they, or any of them, shall deem necessary or appropriate, to designate or change the designation of the employee or employees and agent or agents of the Company who are authorized to take any actions authorized to be performed by the officers of the Company pursuant to these resolutions, and in so doing, to act in the capacity of such officers, and to revoke any such designations.

EX-36.1

Exhibit 36.1

OFFICER’S CERTIFICATE

1. I have reviewed the prospectus, dated [•], 20[•], relating to the Nissan Auto Receivables 20[•]-[•] Owner Trust notes (the “securities”) and am familiar with, in all material respects, the following: the characteristics of the securitized assets underlying the offering (the “securitized assets”), the structure of the securitization, and all material underlying transaction agreements as described in the prospectus;

2. Based on my knowledge, the prospectus does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading;

3. Based on my knowledge, the prospectus and other information included in the registration statement of which it is a part fairly present, in all material respects, the characteristics of the securitized assets, the structure of the securitization and the risks of ownership of the securities, including the risks relating to the securitized assets that would affect the cash flows available to service payments or distributions on the securities in accordance with their terms; and

4. Based on my knowledge, taking into account all material aspects of the characteristics of the securitized assets, the structure of the securitization, and the related risks as described in the prospectus, there is a reasonable basis to conclude that the securitization is structured to produce, but is not guaranteed by this certification to produce, expected cash flows at times and in amounts to service scheduled payments of interest and the ultimate repayment of principal on the securities (or other scheduled or required distributions on the securities, however denominated) in accordance with their terms as described in the prospectus.

5. The foregoing certifications are given subject to any and all defenses available to me under the federal securities laws, including any and all defenses available to an executive officer that signed the registration statement of which the prospectus referred to in this certification is part.

By:
Name:	[Chief Executive Officer of the Depositor]
Title:	Chief Executive Officer of Nissan Auto Receivables Company II LLC
Date:	[Date of the final prospectus]

EX-FILING FEES

Exhibit 107.1

FORM SF-3

Calculation of Filing Fee Tables

SF-3

(Form Type)

Nissan Auto Receivables Company II LLC

(Exact Name of Registrant as Specified in its Charter)

Central Index Key Number of Registrant: 0001129068

Table 1: Newly Registered and Carry Forward Securities

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial effective date

Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward

Newly Registered Securities

Fees to Be Paid

Asset-Backed Securities

Asset-Backed Notes

457(s)(1)

100%

Fees Previously Paid

Carry Forward Securities

Carry Forward Securities

Total Offering Amounts(1)

$0.00

$0.00

Total Fees Previously Paid

$0.00

Total Fee Offsets

$0.00

Net Fee Due

$0.00

⁽¹⁾  The registrant is registering an unspecified amount of Asset-Backed Notes as may from time to time be offered at unspecified prices and is deferring payment of all of the registration fees for any such Asset-Backed Notes in accordance with Rule 456(c) and Rule 457(s) of the Securities and Exchange Commission’s Rules and Regulations under the Securities Act.