8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 8, 2017

Nissan Master Owner Trust Receivables

(Exact name of Issuing Entity as specified in its charter)

Central Index Key Number: 0001236424

Nissan Wholesale Receivables Corporation II

(Exact name of Depositor as specified in its charter)

Central Index Key Number: 0001236416

Nissan Motor Acceptance Corporation

(Exact name of Sponsor as specified in its charter)

Central Index Key Number: 0001540639

Delaware	333-210906-01	51-6538952
(State or Other Jurisdiction of Incorporation of Issuing Entity)	(Commission File Number of Issuing Entity)	(IRS Employer Identification No. of Issuing Entity)

ONE NISSAN WAY ROOM 5-124 FRANKLIN, TENNESSEE	37067
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (615) 725-1122

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On May 8, 2017, Nissan Wholesale Receivables Corporation II (“NWRC II”), Nissan Master Owner Trust Receivables (“Issuing Entity”) and Nissan Motor Acceptance Corporation (“NMAC”) entered into an Underwriting Agreement with MUFG Securities Americas Inc., on behalf of itself and as representative of the several underwriters (collectively, the “Underwriters”), for the issuance and sale of Series 2017-B Notes (the “Notes”) by NMOTR, a Delaware statutory trust established by a trust agreement, dated as of May 13, 2003, as amended and restated as of July 24, 2003, and as further amended and restated as of October 15, 2003 (as further amended, restated, modified and supplemented through the date hereof, the “Trust Agreement”), by and between NWRC II and the Owner Trustee. The Notes have an aggregate principal balance of $760,000,000. The Notes have been registered pursuant to the Securities Act of 1933, as amended, under a Registration Statement on Form SF-3 (Commission File No. 333-210906). It is anticipated that the Notes will be issued on or about May 15, 2017 (the “Closing Date”).

Attached as Exhibit 1.1 is the Underwriting Agreement.

ITEM 8.01 OTHER EVENTS

On the Closing Date, Issuing Entity and U.S. Bank National Association (the “Indenture Trustee”) will enter into a Series 2017-B Indenture Supplement, to be dated as of the Closing Date (the “Indenture Supplement”), to the Amended and Restated Indenture, dated as of October 15, 2003 (the “Indenture”), by and between NMOTR and the Indenture Trustee, pursuant to which NMOTR will issue the Notes. On the Closing Date, the Issuing Entity, as issuer, NMAC, as sponsor and servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer, will enter into an Asset Representations Review Agreement, to be dated as of the Closing Date (the “Asset Representations Review Agreement”), relating to the review of certain representations relating to the receivables securing the Notes.

Attached as Exhibit 4.1 is the form of Indenture Supplement and as Exhibit 10.1 is the form of Asset Representations Review Agreement. Other relevant documents relating to the issuance of the Notes have been previously filed with the Securities and Exchange Commission.

In connection with the offering of the Notes, the chief executive officer of the registrant has made the certifications required by Paragraph I.B.1(a) of Form SF-3 attached as Exhibit 36.1. The certification is being filed on this Current Report to satisfy the requirements of Item 601(b)(36) of Regulation S-K.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits

The exhibit number corresponds with Item 601(a) of Regulation S-K.

Exhibit No.	Description
Exhibit 1.1	Underwriting Agreement, dated May 8, 2017, among NWRC II, NMAC, Issuing Entity and MUFG Securities Americas Inc., on behalf of itself and as representative of the several Underwriters.
Exhibit 4.1	Series 2017-B Indenture Supplement, to be dated as of May 15, 2017, by and between Issuing Entity, as issuer, and the Indenture Trustee.
Exhibit 10.1	Asset Representations Review Agreement, to be dated as of May 15, 2017, by and between the Issuing Entity, as issuer, NMAC, as sponsor and servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer.
Exhibit 36.1	Depositor Certification for shelf offerings of asset-backed securities.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NISSAN WHOLESALE RECEIVABLES CORPORATION II
By:	/s/ Steven W. Hetrick
Name:	Steven W. Hetrick
Title:	Treasurer

Date: May 10, 2017

EXHIBIT INDEX

Item 601(a) of Regulation S-K

Exhibit No.	Description
Exhibit 1.1	Underwriting Agreement, dated May 8, 2017, among NWRC II, NMAC, Issuing Entity and MUFG Securities Americas Inc., on behalf of itself and as representative of the several Underwriters.
Exhibit 4.1	Series 2017-B Indenture Supplement, to be dated as of May 15, 2017, by and between Issuing Entity, as issuer, and the Indenture Trustee.
Exhibit 10.1	Asset Representations Review Agreement, to be dated as of May 15, 2017, by and between the Issuing Entity, as issuer, NMAC, as sponsor and servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer.
Exhibit 36.1	Depositor Certification for shelf offerings of asset-backed securities.

EX-1.1

Exhibit 1.1

NISSAN MASTER OWNER TRUST RECEIVABLES,

$760,000,000 ONE-MONTH LIBOR + 0.43% SERIES 2017-B NOTES

May 8, 2017

Underwriting Agreement

MUFG Securities Americas Inc.

as Representative of the

Several Underwriters (the “Representative”)

1221 Avenue of the Americas, 6^th Floor

New York, New York 10020

Dear Ladies and Gentlemen:

1. Introductory. Nissan Master Owner Trust Receivables (the “Trust”), a Delaware statutory trust, hereby confirms its agreement with MUFG Securities Americas Inc. (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 $760,000,000 aggregate principal amount of one-month LIBOR + 0.43% Nissan Master Owner Trust Receivables, Series 2017-B Notes (the “Notes”) of the Trust, which Notes the Trust proposes to sell to the Underwriters under the terms and conditions herein.

The Notes will be issued pursuant to the Amended and Restated Indenture, dated as of October 15, 2003 (as amended, modified and supplemented, the “Indenture”), between the Trust and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”) and the Annex of Definitions attached to the Amended and Restated Transfer and Servicing Agreement, dated as of October 15, 2003 (as amended, modified and supplemented, the “Transfer and Servicing Agreement”), among Nissan Wholesale Receivables Corporation II (the “Depositor”), the Trust and Nissan Motor Acceptance Corporation (“NMAC”). Capitalized terms used herein and not otherwise defined herein shall have the meanings given them in the Indenture.

2. Representations and Warranties of the Trust, the Depositor and NMAC. Each of the Trust, the Depositor and NMAC, jointly and severally, represents and warrants to and agrees with the several Underwriters as of the date hereof and the Series 2017-B Issuance Date (as defined in Section 3(c) hereof) that:

(a) A registration statement (No. 333-210906) and Amendments No. 1 and No. 2 thereto, including a form of prospectus relating to the Notes, 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 Series 2017-B Issuance 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 statement. If the Depositor 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 Series 2017-B Issuance Date and is still effective as of the date hereof under the Act.

The conditions to the use by the Depositor 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 Depositor has paid the registration fee for the Notes in accordance with Rule 456 of the Act.

(b) For purposes of this Agreement, the term “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 (i) if the Depositor 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 (ii) if the Depositor 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 Depositor has advised the Representative that it proposes to file, but has not filed, an additional registration statement, the term “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).

(c) The initial registration statement and all amendments and supplements thereto, as amended at its time of effectiveness, including all information (i) contained in the additional registration statement (if any), (ii) 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 (iii) deemed to be a part of the initial registration statement as of its time of

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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 (as 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 May 2, 2017, as supplemented by the supplement to preliminary prospectus, dated May 8, 2017, relating to the Notes will be filed with the Commission in connection with the offering and sale of the 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 May 2, 2017, relating to the ratings on the Notes (the “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 (“Rule 433”)). A final prospectus, dated May 8, 2017, relating to the Notes will be filed with the Commission in connection with the offering and sale of the 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”).

(d) (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 Series 2017-B Issuance Date, each such Registration Statement will conform, in all respects to the requirements of the Act and the rules and regulations of the Commission (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 Depositor’s or the Servicer’s respective ability to perform its obligations under the Basic Documents (as herein defined), 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 4:30 p.m. (New York time) on May 8, 2017 (the “Date of Sale”), which shall be the date and time of the first contract of sale for the 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

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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). 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 Series 2017-B Issuance 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 Depositor’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 Writing Prospectus or the Final Prospectus based upon the 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. The Indenture has been qualified under the 1939 Act.

(e) The Depositor has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware with corporate 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 Depositor’s ability to perform its obligations under this Agreement, the Administration Agreement, the Trust Agreement, the Transfer and Servicing Agreement, the Indenture, the Asset Representations Review Agreement and the Receivables Purchase Agreement (collectively, the “Basic Documents”). The Depositor 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.

(f) The Trust has been duly formed and is validly existing as a statutory trust and is in good standing under the laws of the state of Delaware, with full power and authority to own its properties and conduct its business as described in the Preliminary Prospectus and 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 qualify to transact business or be in good standing would not have a material adverse effect on the Trust’s ability to perform its obligations under the Basic Documents.

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(g) NMAC has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of California with corporate 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 NMAC’s ability to perform its obligations under the Basic Documents.

(h) 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 Trust, the Depositor or NMAC pursuant to the terms of, any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement, or similar agreement or instrument under which any of the Trust, the Depositor or NMAC 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 Trust’s, the Depositor’s or NMAC’s respective ability to perform its obligations under the Basic Documents or the validity or enforceability thereof.

(i) 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 any of the Trust, the Depositor or NMAC for the consummation of the transactions contemplated by the Basic Documents 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 the Basic Documents.

(j) None of the Trust, the Depositor or NMAC is in violation of its trust agreement, certificate of incorporation or articles of incorporation, as applicable, or by-laws 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 in the Basic Documents or on the Trust’s, the Depositor’s or NMAC’s respective ability to perform its obligations under each Basic Document to which it is a party. 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

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over the Trust, the Depositor or NMAC or their respective properties or any agreement or instrument to which any of the Trust, the Depositor or NMAC is a party or by which any of the Trust, the Depositor or NMAC 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 Trust’s, the Depositor’s or NMAC’s respective ability to perform its obligations under each Basic Document to which it is a party or the validity or enforceability thereof, or (ii) conflict with the Trust’s, the Depositor’s or NMAC’s charter or by-laws, and each of the Trust, the Depositor and NMAC has the requisite power and authority to enter into each Basic Document to which it is a party and to consummate the transactions contemplated hereby and thereby.

(k) Each Basic Document to which the Trust, the Depositor or NMAC, respectively, is a party has been duly authorized, executed and delivered by, and (assuming the due authorization and delivery thereof by the other parties hereto and thereto) constitutes the valid and binding obligation of such party, enforceable against such party in accordance with its 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.

(l) The 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.

(m) There are no legal or governmental proceedings known by the Trust, the Depositor or NMAC to be (i) pending for which the Trust, the Depositor or NMAC has been served official notice, to which the Trust, the Depositor or NMAC is a party or to which any property of the Trust, the Depositor or NMAC is subject, or (ii) threatened or contemplated by any governmental authority or threatened by others, which proceedings in either clause (i) or (ii) above, (A) assert the invalidity of all or part of any Basic Document, (B) seek to prevent the issuance of the Notes, (C) (whether individually or in the aggregate) would materially and adversely affect the Trust’s, the Depositor’s or NMAC’s obligations under any Basic Document to which it is a party, or (D) (whether individually or in the aggregate) seek to affect adversely the federal or state income tax attributes of the Notes.

(n) Any material taxes, fees and other governmental charges that have been assessed and are known to the Depositor to be due in connection with the execution, delivery and issuance of the Basic Documents shall have been paid by the Trust, the Depositor or NMAC at or prior to the Series 2017-B Issuance Date.

(o) Each of the Trust, the Depositor and NMAC possesses all material licenses, certificates, authorizations or permits issued by the appropriate state, federal or

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foreign regulatory agencies or bodies, the absence of which would have a material adverse effect on the ability of the Trust, the Depositor or NMAC, respectively, to perform its duties under each Basic Document to which it is a party, and none of the Trust, the Depositor or NMAC has received notice of proceedings relating to the revocation or modification of any such license, certificate, authorization or permit which, individually or in the aggregate, if the subject of any unfavorable decision, ruling or finding, would materially and adversely affect the ability of the Trust, the Depositor or NMAC to perform its obligations under each Basic Document to which it is a party.

(p) As of the Series 2017-B Issuance Date and subject to the lien of the Indenture Trustee (for the benefit of the Noteholders), the Trust will have good and marketable title, free and clear of all prior liens, charges and encumbrances (other than liens permitted under the Basic Documents), to the Receivables and such other items comprising the Collateral.

(q) As of the Series 2017-B Issuance Date, the Notes and each Basic Document will conform in all material respects to the description thereof contained in the Preliminary Prospectus and the Final Prospectus, as then amended and supplemented.

(r) The nationally recognized accounting firm referenced in Section 7(a) is independent from the Depositor and the Servicer.

(s) Neither the Trust nor the Depositor 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 3(c)(5) of the 1940 Act or Rule 3a-7 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.

(t) The representations and warranties of each of the Depositor, the Trust and NMAC in each Basic Document to which it is a party, as applicable, are true and correct in all material respects.

(u) Other than the Preliminary Prospectus, the Ratings Free Writing Prospectus, 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 Depositor and NMAC, none of the Trust, the Depositor or NMAC (including their respective agents and representatives other than the Underwriters in their capacity as such) has made, used, prepared, authorized or 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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(v) None of the Trust, the Depositor or NMAC 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 proscribed time period) or described as required.

(w) 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 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.

(x) 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 Receivables (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 timely complied with all of its 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 Underwriters prior to furnishing such reports to the Commission on EDGAR.

(y) 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 a “wholly-owned affiliate” (as defined in the Credit Risk Retention Rules, a “Wholly-Owned Affiliate”). On the Closing Date, NMAC or its Wholly-Owned Affiliate will hold a “seller’s interest” (as defined in the Credit Risk Retention Rules), calculated in accordance with Regulation RR, in an amount not less than five percent (5%) of the aggregate unpaid principal balance of all outstanding investor “ABS interests” (as defined in the Credit Risk Retention Rules) in the Trust, determined in accordance with the Credit Risk Retention Rules. The Preliminary Prospectus contains all of the disclosures required to be made therein under 17 C.F.R. §246.5(k)(1).

3. Purchase, Sale and Delivery of Notes.

(a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Trust agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, the aggregate principal amounts of the Notes set forth opposite the names of the Underwriters in Schedule 1 hereto.

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(b) The Notes are to be purchased by the Underwriters at a purchase price equal to 99.75000% of the aggregate principal amount thereof.

(c) Against payment of the purchase price by wire transfer of immediately available funds to the Trust, the Trust will deliver the 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 Depositor and the Servicer, on May 15, 2017, at 10:00 a.m., New York time, or at such other time not later than seven full Business Days thereafter as the Representative, the Depositor and the Trust determine, such time being herein referred to as the “Series 2017-B Issuance Date.” The 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 Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive securities evidencing the 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 Notes for sale to the public as set forth in the Preliminary Prospectus and the Final Prospectus.

5. Covenants of the Depositor and the Trust. Each of the Depositor and the Trust, as applicable, and NMAC (solely with respect to Sections 5(l) and 5(m)) covenants and agrees with the several Underwriters that:

(a) Each of the Depositor and the Trust 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(h), Rule 433 and Rule 424(b), 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 Depositor 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 Depositor 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 Depositor will also advise the Representative promptly of the effectiveness of the 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.

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(c) The Depositor will arrange for the qualification of the 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 Depositor 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 Depositor 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 Depositor 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 Depositor will furnish to the Representative, during the period referred to in Section 5(d), as many copies of the Preliminary Prospectus, the Ratings Free Writing Prospectus and 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 Notes are outstanding, the Depositor 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

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additional information concerning the business and financial condition of the Depositor 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.

(h) The Depositor 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 Notes to the Underwriters; (iii) the fees and disbursements of the Depositor’s and NMAC’s counsel and accountants; (iv) the fees of DTC in connection with the book-entry registration of the Notes; (v) the qualification of the 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 for 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 any of the Owner Trustee, the Indenture Trustee or their respective counsel.

(i) Until the retirement of the Notes, or until such time as the Underwriters shall cease to maintain a secondary market in the Notes, whichever occurs first, the Depositor will deliver to the Representative the annual statements of compliance furnished to the Indenture Trustee pursuant to Section 3.05 of the Transfer 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 prior to the Series 2017-B Issuance Date, the Depositor shall cause or have caused its and NMAC’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 Series 2017-B Issuance Date neither the Depositor nor NMAC shall take any action inconsistent with the Trust’s ownership of such Receivables, other than as permitted by the Transfer 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 Depositor, the Depositor shall furnish, and shall cause NMAC 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 Wholly-Owned Affiliates to comply, with the Credit Risk Retention Rules, as in effect from time to time, in connection with the Nissan Master Owner Trust Receivables, Series 2017-B transaction.

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6. Covenants of the Underwriters.

(a) Each of the Underwriters severally, and not jointly, covenants and agrees with the Depositor 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 Depositor and NMAC, without NMAC’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 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 Notes, as well as a column or other entry showing the status of the subscriptions for the Notes and/or expected pricing parameters of the 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 (notwithstanding the foregoing, each Underwriter agrees not to use any portion of the Road Shows in a manner that would require the Depositor or NMAC to file with the Commission such portion of the Road Shows as a free writing prospectus) (each such written communication, an “Underwriter Free Writing Prospectus”); and (ii) unless otherwise consented to by the Depositor or NMAC, 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 Depositor or NMAC 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 Depositor and the Servicer that on or prior to the Series 2017-B Issuance 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 Notes, it (a) 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 (b) 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 (i) determining the initial credit rating for the Notes, including information about the characteristics of the Receivables and the legal structure of the Notes, or (ii) undertaking credit rating surveillance on the Notes, including information about the characteristics and performance of the Receivables.

7. Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes will be subject to the accuracy of the representations and warranties on the part of each of the Trust, the Depositor and NMAC herein on the date hereof and at the Series 2017-B Issuance Date, to the accuracy of the statements of officers of the Trust, the Depositor and NMAC made pursuant to the provisions hereof, to the performance by the Trust, the Depositor and NMAC of their respective obligations hereunder and to the following additional conditions precedent:

(a) On or before the Series 2017-B Issuance Date, a nationally recognized accounting firm who are independent public accountants shall have furnished to the Representative letters dated respectively as of the date of this Agreement and as of the Series 2017-B Issuance Date substantially in the forms of the drafts to which the Representative previously agreed.

(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 10:00 a.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

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shall have occurred not later than 10:00 a.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 Series 2017-B Issuance 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 Depositor, shall be contemplated by the Commission.

(c) The Underwriters shall have received an officers’ certificate, dated the Series 2017-B Issuance Date, signed by the Chairman of the Board, the President or any Vice President and by a principal financial or accounting officer of the Depositor representing and warranting that, to the best of such officers’ knowledge after reasonable investigation, as of the Series 2017-B Issuance Date:

(i) Each of the representations and warranties of the Depositor in this Agreement is true and correct in all material respects, that the Depositor 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 Series 2017-B Issuance 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 therein, 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 Depositor 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 Depositor or its Affiliates, or any of them, shall be interpreted in proportion to the business of NMAC and its consolidated subsidiaries, as a whole, and not in proportion to the business of the Depositor or its Affiliate(s) individually.

(d) The Underwriters shall have received an officers’ certificate, dated the Series 2017-B Issuance Date, signed by the Chairman of the Board, the President or any Vice President and by a principal financial or accounting officer of NMAC representing and warranting that, to the best of such officers’ knowledge after reasonable investigation, as of the Series 2017-B Issuance Date:

(i) Each of the representations and warranties of NMAC in this Agreement is true and correct in all material respects, that NMAC 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 Series 2017-B

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Issuance 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 therein, 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 or supplemented), in the condition, financial or otherwise, earnings or business affairs, whether or not arising out of the ordinary course of business, of NMAC 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 otherwise indicated by the context, all references to the terms “material” in this Agreement that refer to NMAC or its Affiliates, or any of them, shall be interpreted in proportion to the business of NMAC and its consolidated subsidiaries, as a whole, and not in proportion to the business of NMAC 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 Trust, the Depositor, Nissan North America, Inc. (“NNA”) or NMAC which, in the judgment of the Representative, materially impairs the investment quality of the Notes or makes it impractical or inadvisable to proceed with completion of the sale of and payment for the 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 Notes.

(f) At the Series 2017-B Issuance Date, Alan R. Hunn, Esq., General Counsel of the Depositor and NMAC, or other counsel reasonably satisfactory to the Representative in its reasonable judgment, shall have furnished to the Representative such counsel’s written opinion or opinions, subject to customary qualifications, assumptions, limitations and exceptions, dated the Series 2017-B Issuance Date, reasonably satisfactory in form and substance to the Representative and its counsel.

(g) At the Series 2017-B Issuance Date, Mayer Brown LLP, special counsel to the Depositor and NMAC, shall have furnished to the Representative their written opinion or opinions, subject to customary qualifications, assumptions, limitations and exceptions, dated as of the Series 2017-B Issuance Date, in form and substance reasonably satisfactory to the Representative and its counsel, with respect to general

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corporate matters, tax matters, the validity of the Notes, the Registration Statement, the Final Prospectus, the effectiveness of such Registration Statement and the information contained in each of the Registration Statement and the Final Prospectus.

(h) At the Series 2017-B Issuance Date, Mayer Brown LLP shall have furnished their written opinion or opinions, subject to customary qualifications, assumptions, limitations and exceptions, dated the Series 2017-B Issuance Date, with respect to the characterization of the transfer of the Receivables by NMAC to the Depositor and with respect to other bankruptcy and perfection of security interest matters and such opinion shall be reasonably satisfactory in form and in substance to the Representative and its counsel.

(i) At the Series 2017-B Issuance Date, Sidley Austin LLP, counsel to the Underwriters, shall have furnished their written opinion dated the Series 2017-B Issuance Date, with respect to the validity of the Notes and such other related matters as the Underwriters shall require, and such opinion shall be reasonably satisfactory in form and substance to the Representative and its counsel and the Depositor 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.

(j) At the Series 2017-B Issuance Date, Richards, Layton & Finger, counsel to the Trust and the Owner Trustee, shall have furnished their written opinion to you, the Depositor and the Servicer, dated the Series 2017-B Issuance Date and reasonably satisfactory in form and substance to the Representative and its counsel.

(k) At the Series 2017-B Issuance Date, Chapman and Cutler LLP, counsel to the Indenture Trustee, shall have furnished their written opinion dated as of Series 2017-B Issuance Date and reasonably satisfactory in form and substance to the Representative and its counsel.

(l) At the Series 2017-B Issuance Date, in-house counsel to the Asset Representations Reviewer, shall have furnished such counsel’s written opinion dated as of Series 2017-B Issuance Date and reasonably satisfactory in form and substance to the Representative and its counsel.

(m) The Representative shall have received an officer’s certificate dated the 2017-B Issuance 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 Depositor and NMAC 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 Depositor or NMAC, as applicable, contained in the Transfer and Servicing Agreement and the representations and warranties of NMAC or the Depositor, as applicable, contained in the Receivables Purchase Agreement are true and correct in all material respects and that the Depositor or NMAC, 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 Series 2017-B Issuance Date in all material respects.

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(n) At the Series 2017-B Issuance Date, Waller Lansden Dortch & Davis, LLP, special Tennessee counsel to the Depositor and NMAC, shall have furnished their written opinion dated as of Series 2017-B Issuance Date and reasonably satisfactory in form and substance to the Underwriters and their counsel.

(o) The Representative shall have received evidence of ratings letters that assign the ratings to the Notes as specified in the Ratings Free Writing Prospectus.

(p) On or prior to the Series 2017-B Issuance Date, the Trust, the Depositor and NMAC shall have furnished to the Underwriters such further certificates and documents as the Underwriters shall reasonably have required.

8. Indemnification and Contribution.

(a) The Depositor and NMAC 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, 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 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 Depositor and NMAC (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 Depositor nor NMAC 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 Depositor, NMAC and the respective officers, directors, agents and employees of any of the foregoing against any losses, claims, damages or liabilities to which the Depositor or NMAC 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

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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 Depositor and NMAC (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 Depositor or NMAC by such Underwriter through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by the Depositor or NMAC in connection with investigating or defending any such action or claim as such expenses are incurred. The Depositor and NMAC acknowledge and agree that the only such information furnished to the Depositor or NMAC by any Underwriter through the Representative consists of the following: the statements in the third paragraph (concerning initial offering prices, concessions and reallowances) and in the fourth, fifth, sixth and seventh paragraphs (concerning stabilizing and other activities) under the heading “Underwriting” in 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 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

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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 Depositor or NMAC, its respective directors, officers who sign the Registration Statement and Control Persons in accordance with this subsection (c) shall be designated in writing by the Depositor or NMAC, 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.

(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 Depositor and NMAC on the one hand and the Underwriters on the other from the offering of the 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 Depositor and NMAC on the one hand and the Underwriters

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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 Depositor and NMAC 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 Depositor and NMAC bear to the total 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 Depositor or NMAC 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 Depositor, NMAC 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 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 obligations and not joint.

(e) The obligations of the Depositor and NMAC under this Section shall be in addition to any liability which the Depositor or NMAC may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of each Underwriter and to each person, if any, who controls any Underwriter within the meaning of the Act; 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 officer and director of the Depositor or NMAC, to each officer and director of the Depositor or NMAC who has signed the Registration Statement and to each person, if any, who controls the Depositor or NMAC within the meaning of the Act.

9. Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Trust, the Depositor, NMAC 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 Depositor or NMAC or any of their respective representatives, officers or directors or any Control Person, and will survive delivery of and payment for the Notes. If this Agreement is terminated pursuant to

20

Section 10 of this Agreement or if for any reason the purchase of the Notes by the Underwriters is not consummated, the Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 of this Agreement, and the respective obligations of the Depositor and the Underwriters pursuant to Section 8 of this Agreement shall remain in effect. If the purchase of the Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 10 of this Agreement, the Depositor 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 Notes.

10. Failure to Purchase the Notes. If any Underwriter or Underwriters default on their obligations to purchase Notes hereunder and the aggregate principal amount of Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of such Notes, the Representative may make arrangements satisfactory to the Trust for the purchase of such Notes by other persons, including the nondefaulting Underwriter or Underwriters, but if no such arrangements are made by the Series 2017-B Issuance Date, the nondefaulting Underwriter or Underwriters shall be obligated, in proportion to their commitments hereunder, to purchase the 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 Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes, as applicable, and arrangements satisfactory to the nondefaulting Underwriter or Underwriters and the Trust for the purchase of such 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 Depositor, except as provided in Section 9 of this Agreement.

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, if sent to the Representative or the Underwriters will be mailed, delivered or sent by facsimile transmission or by e-mail and confirmed to MUFG Securities Americas Inc., 1221 Avenue of the Americas, 6^th Floor, New York, New York, 10020, Attention: Tricia Hazelwood (facsimile number: (646) 434-3636) (e-mail: tricia.hazelwood@mufgsecurities.com); and if sent to the Depositor, will be mailed, delivered, sent by facsimile or by e-mail transmission and confirmed to it at Nissan Wholesale Receivables Corporation II, One Nissan Way, Franklin, Tennessee 37067, attention Treasurer (facsimile number: (615) 725-8530) (e-mail: saviya.wills@nissan-usa.com with a copy to doug.gwin@nissan-usa.com), 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 delivered 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.

12. No Bankruptcy Petition. Each Underwriter agrees that, prior to the date which is one year and one day after the payment in full of all securities issued by the Trust, the

21

Depositor or by a trust for which the Depositor 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 Trust or the Depositor 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 Depositor and their respective successors and the officers, directors, agents and employees and Control Persons referred to in Section 9 of this Agreement, and no other person will have any right or obligations hereunder.

14. Representation of the 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 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 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 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 Depositor nor NMAC shall have any responsibility therefor.

(b) No action has been or will be taken by such Underwriter that would permit public offering of the Notes or possession or distribution of any offering material in relation to the Notes in any jurisdiction where action for that purpose is required unless the Depositor or NMAC 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 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 Depositor or NMAC or the Underwriters.

(d) Such Underwriter acknowledges that it is not authorized to give any information or make any representation in relation to the Notes other than (i) oral communications that are consistent with the Preliminary Prospectus, the Ratings Free Writing Prospectus, any Road Show or the Final Prospectus and would not cause the Trust, the Depositor or NMAC to incur liability, (ii) those contained or incorporated by reference in the Preliminary Prospectus, the Ratings Free Writing Prospectus or the Final

22

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 Depositor or NMAC shall, in writing, provide to and authorize such Underwriter so to use and distribute to actual and potential purchasers of the Notes.

(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 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 Trust or the Depositor.

(g) Each Underwriter, severally and not jointly, represents to the Depositor 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) In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter represents and agrees that, with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), it has not made and will not make an offer of Notes to the public in that Relevant Member State other than to any legal entity which is a qualified investor as defined in the Prospectus Directive (as defined below); provided that no such offer of Notes shall require the Trust, the Depositor or any of the Underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

(i) For the purposes of Section 15(h), the expression an “offer of Notes to the public” in relation to any Notes in any Relevant Member State means 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 the Notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State. The expression “Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU) and includes any relevant implementing measure in the Relevant Member State.

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16. 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).

17. Counterparts. 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.

18. Acknowledgment. Each of the Trust, the Depositor and NMAC 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 Trust, the Depositor and NMAC with respect to the offering of the 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 Trust, the Depositor, NMAC or any other Person. Additionally, neither the Representative nor any other Underwriter is advising the Trust, the Depositor, NMAC or any other Person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. Each of the Trust, the Depositor and NMAC 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 Trust, the Depositor or NMAC with respect thereto. Any review by the Underwriters of the Trust, the Depositor, NMAC, 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 Trust, the Depositor or NMAC.

19. Owner Trustee Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust Company (“Wilmington Trust”), not individually or personally but solely as owner trustee of the Trust, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as a personal representation, undertaking and agreement by Wilmington Trust but made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, individually or personally, to perform any covenants, either expressed or implied, contained herein, all personal liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, and (d) under no circumstances shall Wilmington Trust be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement or any other related document.

[remainder of page intentionally left blank]

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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 between the Trust, the Depositor, NMAC and the several Underwriters in accordance with its terms.

Very truly yours,
NISSAN MASTER OWNER TRUST RECEIVABLES
By:	WILMINGTON TRUST COMPANY,
	not in its individual capacity
	but solely as Owner Trustee
By:	/s/ Dorri Costello
Name:	Dorri Costello
Title:	Vice President
NISSAN WHOLESALE RECEIVABLES CORPORATION II
By:	/s/ Steven W. Hetrick
Name:	Steven W. Hetrick
Title:	Treasurer
NISSAN MOTOR ACCEPTANCE CORPORATION
By:	/s/ Steven W. Hetrick
Name:	Steven W. Hetrick
Title:	Treasurer

S-1

The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written:
MUFG SECURITIES AMERICAS INC.
By:	/s/ Ann Tran
Name:	Ann Tran
Title:	Executive Director
Acting on behalf of itself and as Representative of the several Underwriters

S-2

SCHEDULE 1

Underwriter	Principal Amount of Series 2017-B Notes
MUFG Securities Americas Inc.	$	334,400,000
Mizuho Securities USA LLC	$	167,200,000
SG Americas Securities, LLC	$	167,200,000
Lloyds Securities Inc.	$	22,800,000
Scotia Capital (USA) Inc.	$	22,800,000
TD Securities (USA) LLC	$	22,800,000
Wells Fargo Securities, LLC	$	22,800,000
Total	$	760,000,000

Schedule 1-1

CONTENTS

Clause		Page
1.	INTRODUCTORY		1
2.	REPRESENTATIONS AND WARRANTIES OF THE TRUST, THE DEPOSITOR AND NMAC		1
3.	PURCHASE, SALE AND DELIVERY OF NOTES		8
4.	OFFERING BY UNDERWRITERS		9
5.	COVENANTS OF THE DEPOSITOR AND THE TRUST		9
6.	COVENANTS OF THE UNDERWRITERS		12
7.	CONDITIONS OF THE OBLIGATIONS OF THE UNDERWRITERS		13
8.	INDEMNIFICATION AND CONTRIBUTION		17
9.	SURVIVAL OF CERTAIN REPRESENTATIONS AND OBLIGATIONS		20
10.	FAILURE TO PURCHASE THE NOTES		21
11.	NOTICES		21
12.	NO BANKRUPTCY PETITION		21
13.	SUCCESSORS		22
14.	REPRESENTATION OF THE UNDERWRITERS		22
15.	REPRESENTATIONS, WARRANTIES AND COVENANTS OF UNDERWRITERS		22
16.	APPLICABLE LAW		24
17.	COUNTERPARTS		24
18.	ACKNOWLEDGMENT		24
19.	OWNER TRUSTEE LIMITATION OF LIABILITY		24

EX-4.1

Exhibit 4.1

NISSAN MASTER OWNER TRUST RECEIVABLES

Issuer

U.S. BANK NATIONAL ASSOCIATION

Indenture Trustee

SERIES 2017-B

INDENTURE SUPPLEMENT

Dated as of May 15, 2017

NISSAN MASTER OWNER TRUST RECEIVABLES,

SERIES 2017-B

TABLE OF CONTENTS

		Page
ARTICLE I	CREATION OF SERIES 2017-B NOTES		2
Section 1.01.	Designation		2
ARTICLE II	DEFINITIONS		2
Section 2.01.	Definition		2
Section 2.02.	Other Definitional Provisions		16
Section 2.03.	Registration of and Limitations on Transfer and Exchange of Notes		17
Section 2.04.	Definitive Notes		17
ARTICLE III	SERVICING FEE		18
Section 3.01.	Servicing Compensation		18
ARTICLE IV	RIGHTS OF SERIES 2017-B NOTEHOLDERS AND ALLOCATION AND APPLICATION OF COLLECTIONS		19
Section 4.01.	Collections and Allocations		19
Section 4.02.	Determination of Monthly Interest		21
Section 4.03.	[Reserved]		21
Section 4.04.	Application of Available Amounts on Deposit in the Collection Account, the Accumulation Account and Other Sources of Payment		21
Section 4.05.	Investor Charge-Offs		26
Section 4.06.	Reallocated Principal Collections		27
Section 4.07.	Excess Interest Amounts		27
Section 4.08.	Excess Principal Amounts		28
Section 4.09.	Series Nominal Liquidation Amount, Overcollateralization Amount and Invested Amount		28
Section 4.10.	Establishment of Accumulation Account		29
Section 4.11.	Accumulation Period		30
Section 4.12.	Establishment of Reserve Account		31
Section 4.13.	Determination of LIBOR		33
ARTICLE V	DELIVERY OF SERIES 2017-B NOTES; DISTRIBUTIONS; REPORTS TO SERIES 2017-B NOTEHOLDERS		34
Section 5.01.	Delivery and Payment for Series 2017-B Notes		34
Section 5.02.	Distributions		34
Section 5.03.	Reports and Statements to Series 2017-B Noteholders		34
Section 5.04.	Tax Treatment		35
Section 5.05.	Information to be Provided by the Indenture Trustee		35
Section 5.06.	Tax Forms		36
ARTICLE VI	SERIES 2017-B EARLY AMORTIZATION EVENTS		36
Section 6.01.	Series 2017-B Early Amortization Events		36

-i-

TABLE OF CONTENTS

(continued)

		Page
ARTICLE VII	REDEMPTION OF SERIES 2017-B NOTES; SERIES FINAL MATURITY; FINAL DISTRIBUTIONS		38
Section 7.01.	Redemption of Series 2017-B Notes		38
Section 7.02.	Series Final Maturity		39
Section 7.03.	No Defeasance		40
ARTICLE VIII	MISCELLANEOUS PROVISIONS		40
Section 8.01.	Ratification of Agreement		40
Section 8.02.	Form of Delivery of Series 2017-B Notes		40
Section 8.03.	Notices		40
Section 8.04.	Amendments and Waivers		40
Section 8.05.	Counterparts		42
Section 8.06.	Governing Law		42
Section 8.07.	Effect of Headings and Table of Contents		42
Section 8.08.	Waiver of Jury Trial		42
Section 8.09.	Compliance with Regulation AB		43
Section 8.10.	Asset Representations Review		43
Section 8.11.	Dispute Resolution		44
Section 8.12.	Preservation of Information; Communications to Noteholders		47
Section 8.13.	No Obligation to Monitor		48

-ii-

EXHIBIT A	Form of Series 2017-B Note
EXHIBIT B	Form of Monthly Servicer’s Statement
EXHIBIT C	Form of Authorized Officer Certificate
EXHIBIT D	Asset Repurchase Demand Activity Report
APPENDIX A	Regulation AB Representations, Warranties And Covenants

SERIES 2017-B INDENTURE SUPPLEMENT, dated as of May 15, 2017 (as amended, supplemented or otherwise modified from time to time, the “Indenture Supplement”), by and between NISSAN MASTER OWNER TRUST RECEIVABLES, a Delaware statutory trust, as issuer (the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States, as Indenture Trustee (the “Indenture Trustee”).

RECITALS

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

B. The parties to this Indenture Supplement, by executing and delivering this Indenture Supplement, are providing for the creation of the Series 2017-B Notes and specifying the principal terms thereof.

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

GRANTING CLAUSES

In addition to the Grant of the Indenture, the Issuer hereby Grants to the Indenture Trustee, for the exclusive benefit of the Holders of the Series 2017-B Notes, all of the Issuer’s right, title and interest (whether now owned or hereafter acquired) in, to and under:

(i) all Collections on the Receivables allocated to the Holders of the Series 2017-B Notes;

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

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

The foregoing Grants are made in trust to secure (a) the Issuer’s obligations under the Series 2017-B Notes equally and ratably without prejudice, priority, or distinction between any Series 2017-B Note and any other Series 2017-B Note, (b) the payment of all other sums payable under the Series 2017-B Notes, the Indenture and this Indenture Supplement and (c) the compliance with the terms and conditions of the Series 2017-B Notes, the Indenture and this Indenture Supplement, all as provided herein or therein.

1

The Indenture Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform the duties herein required to the end that the interests of Series 2017-B Noteholders may be adequately protected.

ARTICLE I

CREATION OF SERIES 2017-B NOTES

Section 1.01. Designation.

(a) There is hereby created a Series of Notes to be issued by the Issuer on the Series 2017-B Issuance Date pursuant to the Indenture and this Indenture Supplement to be known as the “Nissan Master Owner Trust Receivables, Series 2017-B Notes” or the “Series 2017-B Notes.” The Series 2017-B Notes will be due and payable on the Series 2017-B Final Maturity Date.

(b) The Series 2017-B Notes will be included in Excess Interest Sharing Group One and in Excess Principal Sharing Group One. The Series 2017-B Notes shall not be subordinated to any other Series.

(c) The first Payment Date with respect to the Series 2017-B Notes shall be June 15, 2017. Interest will be calculated on the basis of the actual number of days in the related Interest Period and a year of 360 days.

(d) The Series 2017-B Notes are “Notes” and this Indenture Supplement is an “Indenture Supplement” for all purposes under the Indenture. If any provision of the Series 2017-B Notes or this Indenture Supplement conflicts with or is inconsistent with any provision of the Indenture, the provisions of the Series 2017-B Notes or this Indenture Supplement, as the case may be, control.

(e) Each term defined in Section 2.01 of this Indenture Supplement relates only to Series 2017-B and this Indenture Supplement and to no other Series or Indenture Supplement.

ARTICLE II

DEFINITIONS

Section 2.01. Definition.

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

2

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

“Accumulation Period” means, unless an Early Amortization Period shall have occurred prior thereto, the period commencing on the Accumulation Period Commencement Date and terminating on the earlier of (i) the close of business on the day immediately preceding the date on which an Early Amortization Period commences and (ii) the last day of the Collection Period preceding the Payment Date on which the Series 2017-B Outstanding Principal Amount is expected to be paid in full.

“Accumulation Period Commencement Date” means, the close of business on October 1, 2019 or such later date as is determined in accordance with Section 4.11.

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

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

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

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

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

“Asset Review” shall have the meaning assigned to such term in the Asset Representations Review Agreement.

“Asset Representation Review Agreement” means the Asset Representations Review Agreement among the Issuer, Nissan Motor Acceptance Corporation, as Sponsor and Servicer, and Clayton Fixed Income Services LLC, as Asset Representations Reviewer, dated as of May 15, 2017.

“Asset Representations Reviewer” means Clayton Fixed Income Services LLC, or any successor Asset Representations Reviewer under the Asset Representations Review Agreement.

“Benefit Plan Investor” means an “employee benefit plan” as defined in Section 3(3) of ERISA that is subject to Title I of ERISA, a “plan” as defined in and subject to Section 4975 of the Code, or any entity or account deemed to hold the “plan assets” of any of the foregoing pursuant to Section 3(42) of ERISA and 29 C.F.R. Section 2510.3-101.

3

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

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

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

“Clearstream” means Clearstream Banking.

“Code” means the Internal Revenue Code of 1986.

“Collection Period” means, (i) with respect to the June 2017 Payment Date, the period commencing on (and including) May 1, 2017 and ending on (and including) May 31, 2017 and (ii) with respect to any other Payment Date, the calendar month preceding the month in which that Payment Date occurs.

“Controlled Accumulation Amount” means, for any Payment Date with respect to the Accumulation Period, $126,666,666.67; provided, however, that if the Accumulation Period Length is determined to be less than six months pursuant to Section 4.11, the Controlled Accumulation Amount for each Payment Date with respect to the Accumulation Period shall be equal to the quotient obtained by dividing (i) the Series 2017-B Initial Invested Amount by (ii) the Accumulation Period Length.

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

“Corporate Trust Office” means the office of the Indenture Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of the execution of the Indenture is located at: (i) for note transfer or surrender purposes, U.S. Bank National Association, 111 Fillmore Avenue, St. Paul, Minnesota 55107, Attention: Bondholder Services, and (ii) for all other purposes, 190 South LaSalle Street, 7th Floor, Chicago, Illinois 60603; or at such other address as the Indenture Trustee may designate from time to time by notice to the Noteholders and the Issuer, or the principal corporate trust office of any successor Indenture Trustee (the address of which the successor Indenture Trustee shall notify the Noteholders and the Issuer).

“Covered Amount” means, for any day on which amounts are on deposit in the Accumulation Account, an amount equal to the product of (i) a fraction, the numerator of which is 1 and the denominator of which is 360, (ii) the Note Interest Rate with respect to the Interest Period in which such day occurs and (iii) the sum of (x) the aggregate amount on deposit in the Accumulation Account, if any, on such day, and (y) the Series 2017-B Allocation Percentage of amounts on deposit in the Excess Funding Account on such day, if any, in each case, after giving effect to any deposit thereto on such day.

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

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

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

(A) the amount by which the aggregate balance of Principal Receivables due from the largest Dealer or group of Dealers which are Affiliates, less any amounts in the Cash Management Account relating to such Receivables, exceeds 10% of the Pool Balance, in each case, on the last day of the Collection Period immediately preceding such Payment Date;

(B) the amount by which the aggregate balance of Principal Receivables, less any amounts in the Cash Management Account relating to such Receivables, due from the second largest Dealer or group of Dealers which are Affiliates exceeds 4.00% of the Pool Balance, in each case, on the last day of the Collection Period immediately preceding such Payment Date;

(C) the amount by which the aggregate balance of Principal Receivables, less any amounts in the Cash Management Account relating to such Receivables, due from the third largest Dealer or group of Dealers which are Affiliates exceeds 3.50% of the Pool Balance, in each case, on the last day of the Collection Period immediately preceding such Payment Date;

(D) the amount by which the aggregate balance of Principal Receivables, less any amounts in the Cash Management Account relating to such Receivables, due from the fourth largest Dealer or group of Dealers which are Affiliates exceeds 3.25% of the Pool Balance, in each case, on the last day of the Collection Period immediately preceding such Payment Date;

(E) the amount by which the aggregate balance of Principal Receivables, less any amounts in the Cash Management Account relating to such Receivables, due from the fifth largest Dealer or group of Dealers which are Affiliates exceeds 2.50% of the Pool Balance, in each case, on the last day of the Collection Period immediately preceding such Payment Date; and

(F) the amount by which the aggregate balance of Principal Receivables, less any amounts in the Cash Management Account relating to such Receivables, due from any other Dealer or group of Dealers which are Affiliates exceeds 2.00% of the Pool Balance, in each case, on the last day of the Collection Period immediately preceding such Payment Date.

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

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

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

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

“Determination Date” means, for any Payment Date, the day that is two Business Days before such Payment Date and is the date on which payments to Series 2017-B Noteholders are determined.

“Early Amortization Event” means any event deemed to be an Early Amortization Event pursuant to Section 6.01.

“Early Amortization Period” means a period beginning on the day on which an Early Amortization Event occurs and terminating on the earliest of (i) the last day of the Collection Period preceding the Payment Date on which the Series 2017-B Outstanding Principal Amount is to be paid in full, (ii) if the Early Amortization Period has commenced before the commencement of the Accumulation Period, the day on which the Revolving Period recommences under the circumstances described in the Indenture and in Section 6.01 and (iii) the Trust Termination Date.

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

“Excess Interest Amounts” means, with respect to Series 2017-B, for any Payment Date, the excess (if any) of (i) the Series 2017-B Investor Available Interest Amounts for such Payment Date over (ii) the full amount required to be paid, without duplication, pursuant to clauses (i) through (vi) of Section 4.04(a) on such Payment Date.

“Excess Interest Sharing Group One” means Series 2017-B and each other Series specified in the related Indenture Supplement to be included in Excess Interest Sharing Group One from which, or to which, Excess Interest Amounts (and comparable amounts with respect to each such other Series) may be allocated to cover shortfalls in payments or deposits of the other Series in Excess Interest Sharing Group One.

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“Excess Principal Amounts” means, with respect to Series 2017-B, for any Payment Date, (i) during the Revolving Period, the Series 2017-B Investor Available Principal Amounts for the Collection Period related to such Payment Date, and (ii) during the Accumulation Period or the Early Amortization Period, the excess, if any, of (a) the Series 2017-B Investor Available Principal Amounts for the Collection Period related to such Payment Date over (b) the full amount required to be paid or deposited, without duplication, pursuant to clause (i) of Section 4.04(d) or clause (i) of Section 4.04(e) on such Payment Date.

“Excess Principal Sharing Group One” means Series 2017-B and each other Series specified in the related Indenture Supplement to be included in Excess Principal Sharing Group One from which, or to which, Excess Principal Amounts (and comparable amounts with respect to each such other Series) may be allocated to cover shortfalls in payments or deposits of the other Series in Excess Principal Sharing Group One.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date hereof (or any amended or successor provisions that are substantially similar), any current or future regulations or official interpretations thereunder or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code, any published intergovernmental agreement entered into in connection with the implementation the foregoing and any fiscal or regulatory legislation, rules or official practices adopted pursuant to such published intergovernmental agreement.

“FATCA Withholding Tax” means any withholding or deduction required pursuant to FATCA.

“Hired Rating Agency” means any nationally recognized statistical rating organization that is hired by NMAC, as sponsor, to assign ratings on the Series 2017-B Notes and is then rating the Series 2017-B Notes.

“Incremental Overcollateralization Amount” means, on any Payment Date, the product obtained by multiplying (i) a fraction, the numerator of which is the Series 2017-B Invested Amount on such Payment Date before giving effect to distributions on such date, and the denominator of which is the Pool Balance as of the last day of the preceding Collection Period by (ii) the sum of:

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

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

(C) the amount by which the aggregate balance of Principal Receivables relating to Used Vehicles and Pre-Owned Vehicles less any amounts in the Cash Management Account relating to such Receivables exceeds 20% of the Pool Balance;

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

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

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

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

“Interest Determination Date” means, with respect to any Interest Period, the day that is two London Business Days prior to the first day of such Interest Period (or if such day is not a Business Day, the next Business Day).

“Interest Period” means, with respect to any Payment Date, the period from and including the Payment Date immediately preceding such Payment Date to but excluding such Payment Date (or, in the case of the first Payment Date, from and including the Series 2017-B Issuance Date) to but excluding such Payment Date.

“Interest Shortfall” means, with respect to Series 2017-B for any Payment Date, the excess, if any, of (a) the full amount required to be paid, without duplication, pursuant to clauses (i) through (iv) of Section 4.04(a) on such Payment Date over (b) the Series 2017-B Investor Available Interest Amounts for such Payment Date.

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

“LIBOR” has the meaning specified in Section 4.13.

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

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

“Monthly Interest” shall have the meaning set forth in Section 4.02(a).

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

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“Monthly Servicing Fee” means, for any Payment Date, an amount equal to one-twelfth of the product of (a) the Servicing Fee Rate and (b) the arithmetic average of the Series 2017-B Nominal Liquidation Amount as of each day during the preceding Collection Period.

“Note Interest Rate” means, with respect to any Interest Period, a per annum rate equal to LIBOR as determined on the related Interest Determination Date plus 0.43%; provided, however, if the sum of LIBOR as determined on the related Interest Determination Date plus 0.43% is less than 0.00% for any Interest Period, then the Note Interest Rate for such Interest Period will be deemed to be 0.00%.

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

“Payment Date” means June 15, 2017 and the 15th day of each calendar month thereafter, or if such 15th day is not a Business Day, the next succeeding Business Day.

“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 or account deemed to hold the “plan assets” of any of the foregoing.

“Primary Series 2017-B Overcollateralization Amount” means, as of any Payment Date, the Series 2017-B Overcollateralization Percentage of the Series 2017-B Initial Principal Amount on such date minus the reductions, and plus the reinstatements, in the Primary Series 2017-B Overcollateralization Amount as provided in Section 4.09.

“Principal Shortfall” means, with respect to Series 2017-B, (a) for any Payment Date with respect to the Revolving Period, zero, (b) for any Payment Date with respect to the Accumulation Period, the excess, if any, of the Controlled Deposit Amount with respect to such Payment Date over the amount of Series 2017-B Investor Available Principal Amounts for such Payment Date and (c) for any Payment Date with respect to the Early Amortization Period, the excess, if any, of the Series 2017-B Invested Amount over the amount of Series 2017-B Investor Available Principal Amounts for such Payment Date.

“Prospectus” means the final prospectus dated May 8, 2017, relating to the offering of the Series 2017-B Notes.

“Rating Agency” means, with respect to any series of Notes, any nationally recognized statistical rating organization that is hired by NMAC, as sponsor, to assign ratings on such series of Notes and is then rating such series of Notes.

“Reallocated Principal Collections” means, with respect to any Payment Date, the amount of Series 2017-B Investor Available Principal Amounts reallocated in accordance with Section 4.06, which amount shall not exceed the Series 2017-B Overcollateralization Amount for such Payment Date (after giving effect to any changes therein on such Payment Date).

“Reassignment Amount” means, with respect to any Payment Date, after giving effect to any deposits and distributions otherwise to be made on such Payment Date, the sum of

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(a) the Series 2017-B Outstanding Principal Amount on such Payment Date, plus (b) Monthly Interest for such Payment Date and any Monthly Interest previously due but not distributed to the Series 2017-B Noteholders, plus (c) Additional Interest, if any, for such Payment Date and any Additional Interest previously due but not distributed to the Series 2017-B Noteholders on a prior Payment Date.

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

“Required Participation Amount” means the sum of (i) the sum, for each outstanding Series, of (x) the Required Participation Percentage for such Series multiplied by (y) the respective Invested Amount for such Series and (ii) the sum of the Required Overcollateralization Amounts of all outstanding Series.

“Required Participation Percentage” means, with respect to Series 2017-B, 100%; provided, however, that the Transferor may, in its sole discretion, increase this percentage; provided, however that if the Transferor voluntarily increases the Required Participation Percentage, then it may, in its sole discretion, upon ten days prior notice to the Indenture Trustee, subsequently decrease the Required Participation Percentage to 100% or higher, so long as the Rating Agency Condition shall have been satisfied with respect to the Series 2017-B Notes and any other outstanding and rated series or class of Notes.

“Required Series 2017-B Overcollateralization Amount” means, for any Payment Date, the sum of (a) the product of (i) the Series 2017-B Overcollateralization Percentage on such date and (ii) the Series 2017-B Initial Principal Amount and (b) the Incremental Overcollateralization Amount on such date.

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

“Reserve Account Initial Deposit” means $3,800,000.

“Retained Notes” means any Series 2017-B Notes retained in the initial offering thereof by the Transferor or NMAC or conveyed to an Affiliate.

“Review Notice” means the notice delivered by the Indenture Trustee in accordance with Section 8.10 to the Asset Representations Reviewer and the Servicer.

“Review Report” shall have the meaning assigned to such term in Section 3.5 of the Asset Representations Review Agreement.

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“Review Satisfaction Date” means, with respect to any Asset Review, the first date on which (a) the Status Percentage for any Payment Date exceeds the Status Trigger and (b) a Noteholder Direction with respect to such Asset Review has occurred.

“Revolving Period” means the period beginning on the Series 2017-B Issuance Date and terminating on the earlier of (i) the close of business on the day immediately preceding the date on which an Early Amortization Period commences and (ii) the close of business on the day immediately preceding the date on which the Accumulation Period commences; provided, however, that so long as the Accumulation Period has not commenced, the Revolving Period may recommence if an Early Amortization Event has been terminated as provided in Section 6.01.

“Series 2017-B” means the Series of Notes, the terms of which are specified in this Indenture Supplement.

“Series 2017-B Allocable Defaulted Amounts” means, for any day in a Collection Period, the product of (a) the Series 2017-B Allocation Percentage for such day and (b) the Defaulted Amounts processed on such day.

“Series 2017-B Allocable Interest Collections” means, for any day in a Collection Period, the product of (a) the Series 2017-B Allocation Percentage for such day and (b) Interest Collections as to which such day is the Date of Processing for such Interest Collections.

“Series 2017-B Allocable Principal Collections” means, for any day in a Collection Period, the product of (a) the Series 2017-B Allocation Percentage for such day and (b) Principal Collections as to which such day is the Date of Processing for such Principal Collections.

“Series 2017-B Allocation Percentage” means, for any day in a Collection Period, the percentage equivalent, which shall never exceed 100%, of a fraction, the numerator of which is the Series 2017-B Nominal Liquidation Amount for such day (or with respect to any day in the May 2017 Collection Period, the Series 2017-B Nominal Liquidation Amount as of the Series 2017-B Issuance Date) and the denominator of which is the sum of the Series Nominal Liquidation Amounts for all outstanding Series of Notes (including Series 2017-B) for such day (or with respect to any day in the May 2017 Collection Period, the sum of the Series Nominal Liquidation Amounts for all outstanding Series of Notes (including Series 2017-B) as of the Series 2017-B Issuance Date (after giving effect to the application of proceeds from the issuance of the Series 2017-B Notes)). Notwithstanding the foregoing, during any day in a Collection Period in which there is an Early Amortization Event or during the Accumulation Period, the Series 2017-B Nominal Liquidation Amount and Trust Nominal Liquidation Amount with respect to such Series shall be as of the last day of the preceding Collection Period.

“Series 2017-B Cut-off Date” means April 30, 2017.

“Series 2017-B Expected Final Payment Date” means the Payment Date occurring on April 15, 2020.

“Series 2017-B Final Maturity Date” means April 18, 2022

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“Series 2017-B Fixed Allocation Percentage” means, for any day during a Collection Period or portion thereof occurring after the end of the Revolving Period, the percentage equivalent (not to exceed 100%) of a fraction, the numerator of which is the Series 2017-B Nominal Liquidation Amount as of the close of business on the last day of the Revolving Period and the denominator of which is the product of (i) the Series 2017-B Allocation Percentage for such day in the Collection Period and (ii) the Pool Balance as of the last day of the proceeding Collection Period.

“Series 2017-B Floating Allocation Percentage” means, for any day during a Collection Period, the percentage equivalent (not to exceed 100%) of a fraction, the numerator of which is the Series 2017-B Nominal Liquidation Amount for such day (or with respect to any day in the May 2017 Collection Period, the Series 2017-B Nominal Liquidation Amount as of the Series 2017-B Issuance Date) and the denominator of which is the product of (i) the Series 2017-B Allocation Percentage for such day and (ii) the Pool Balance as of the last day of the proceeding Collection Period. Notwithstanding the foregoing, during any day in a Collection Period in which there is an Early Amortization Event or during the Accumulation Period, the Series 2017-B Nominal Liquidation Amount shall be as of the last day of the preceding Collection Period.

“Series 2017-B Initial Invested Amount” means $760,000,000.

“Series 2017-B Initial Principal Amount” means $760,000,000.

“Series 2017-B Invested Amount” means, as of any day during a Collection Period, an amount equal to the Series 2017-B Initial Invested Amount minus the reductions, and plus the reinstatements and increases, if any, in the Series 2017-B Invested Amount as provided in Section 4.09.

“Series 2017-B Invested Amount Deficit” means, as of any Payment Date, the amount, if any, by which (i) the Series 2017-B Outstanding Principal Amount on such date less the amount (other than investment earnings), if any, on deposit in the Accumulation Account on such date and the Series 2017-B Allocation Percentage for such date of amounts (other than investment earnings), if any, on deposit in the Excess Funding Account on such date, exceeds (ii) the Series 2017-B Invested Amount on such date.

“Series 2017-B Investor Available Interest Amounts” means, with respect to any Collection Period, an amount equal to (a) the sum of, for each day during such Collection Period, the product of the Series 2017-B Floating Allocation Percentage for such day and the Series 2017-B Allocable Interest Collections for such day, plus (b) all net investment earnings on amounts (if any) on deposit in the Accumulation Account and the Reserve Account, plus (c) the sum of, for each day during such Collection Period, the product of the Series 2017-B Allocation Percentage for such day and all net investment earnings on amounts (if any) on deposit in the Collection Account and the Excess Funding Account on such day, plus (d) Reallocated Principal Collections for the Payment Date following such Collection Period, plus (e) the aggregate amount of funds, if any, which pursuant to the last sentence of Section 4.01(d) are required to be included in Series 2017-B Investor Available Interest Amounts with respect to the Payment Date following such Collection Period, plus, (f) the amount, if any, of collections of Interest    

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Receivables as to which the Date of Processing occurs in the Collection Period following such Collection Period (but prior to the Payment Date following such Collection Period) which the Issuer instructs the Servicer to include in Series 2017-B Investor Available Interest Amounts for such Collection Period (but in no event to exceed the product of (i) the Series 2017-B Series Allocation Percentage, (ii) the Series 2017-B Floating Allocation Percentage and (iii) the amount of such collections of Interest Receivables), minus (g) the amount, if any, which the Issuer instructed the Servicer pursuant to preceding clause (f) to include in Series 2017-B Investor Available Interest Amounts with respect to the Collection Period immediately preceding such Collection Period.

“Series 2017-B Investor Available Principal Amounts” means, with respect to any Collection Period, an amount equal to (a) the sum of, for each day during such Collection Period, the product of the Series 2017-B Allocable Principal Collections on such day and (i) during the Revolving Period, the Series 2017-B Floating Allocation Percentage for such day or (ii) after the Revolving Period, the Series 2017-B Fixed Allocation Percentage for such day, plus (b) the amount of Series 2017-B Investor Available Interest Amounts treated as Series 2017-B Investor Available Principal Amounts on the Payment Date following such Collection Period to cover Series 2017-B Investor Defaulted Amounts and to reimburse the Series 2017-B Nominal Liquidation Amount Deficit, plus (c) the amount of Series 2017-B Investor Available Interest Amounts treated as Series 2017-B Investor Available Principal Amounts on each Payment Date on and after the occurrence of an Event of Default and a declaration that all Series 2017-B Notes are immediately due and payable pursuant to Section 5.03(a) of the Indenture, minus (d) Reallocated Principal Collections for such Collection Period.

“Series 2017-B Investor Defaulted Amounts” means, with respect to any Collection Period, an amount equal to the sum of, for each day during such Collection Period, the product of the Series 2017-B Floating Allocation Percentage on such day and the Series 2017-B Allocable Defaulted Amounts on such day.

“Series 2017-B Issuance Date” means May 15, 2017.

“Series 2017-B Nominal Liquidation Amount” means, for any day in a Collection Period, the sum of (i) the Series 2017-B Invested Amount on such day and (ii) the Series 2017-B Overcollateralization Amount as of the Payment Date on or preceding such day (but, in no event, less than zero), in each case, after giving effect to the allocations, distributions, withdrawals and deposits to be made on such day.

“Series 2017-B Nominal Liquidation Amount Deficit” means as of any Payment Date, the sum of (i) the Series 2017-B Invested Amount Deficit and (ii) the Series 2017-B Overcollateralization Amount Deficit.

“Series 2017-B Noteholder” means the Person in whose name a Series 2017-B Note is registered in the Note Register.

“Series 2017-B Noteholders’ Collateral” means the Noteholders’ Collateral for Series 2017-B.

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“Series 2017-B Notes” means any one of the Notes executed by the Issuer and authenticated by or on behalf of the Indenture Trustee, substantially in the form of Exhibit A.

“Series 2017-B Note Owner” means, with respect to a Book-Entry Note, any Person who is the beneficial owner of such Book-Entry Note, as reflected on the books of the Clearing Agency or on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency).

“Series 2017-B Outstanding Principal Amount” means, with respect to any date, an amount equal to (a) the Series 2017-B Initial Principal Amount minus (b) the aggregate amount of any principal payments made to the Series 2017-B Noteholders before such date.

“Series 2017-B Overcollateralization Amount” means the sum of (i) the Primary Series 2017-B Overcollateralization Amount and (ii) the Incremental Overcollateralization Amount.

“Series 2017-B Overcollateralization Amount Deficit” means, as of any Payment Date, the amount, if any, by which (x) the aggregate amount of reductions of the Series 2017-B Overcollateralization Amount due to Investor Charge-Offs Reallocated Principal Collections as provided in Section 4.09(b) through such date exceeds (y) the aggregate amount of reimbursements of such reallocations and reductions as provided in Section 4.09(c) through such date.

“Series 2017-B Overcollateralization Percentage” means 23.46%, provided, however, that (i) the Transferor may, in its sole discretion, increase this percentage, provided, however, that if the Transferor voluntarily increases the Series 2017-B Overcollateralization Percentage, then it may, in its sole discretion, upon ten days prior notice to the Indenture Trustee, subsequently decrease the Series 2017-B Overcollateralization Percentage to 23.46% or higher so long as the Rating Agency Condition shall have been satisfied with respect to the Series 2017-B Notes and any other outstanding and rated series or class of Notes, and (ii) this percentage will increase to 27.39% if the average of the Monthly Payment Rates for the three preceding Collection Periods is less than 35% and this percentage will further increase to 31.58% if the average of the Monthly Payment Rates for the three preceding Collection Periods is less than 30% provided, further, however, that if this overcollateralization percentage is increased pursuant to this clause, and the average of the Monthly Payment Rates for the three preceding Collection Periods subsequently increases to more than 30%, but less than 35%, then the overcollateralization percentage shall decrease to 27.39%, and if this overcollateralization percentage is further increased pursuant to this clause, and the average of the Monthly Payment Rates for the three preceding Collection Periods further increases to more than 35%, then the overcollateralization percentage shall decrease to 23.46%.

“Servicing Fee Rate” means 1.0% per annum or such lesser percentage as may be specified by the Servicer in an Officer’s Certificate delivered to the Indenture Trustee stating that, in the reasonable belief of the Servicer, such change in percentage will not result in a Significant Adverse Effect.

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

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

“Similar Law” means any law that is similar to Title I of ERISA or Section 4975 of the Code.

“Specified Reserve Account Balance” means with respect to any Payment Date, an amount equal to the product of 0.50% and the Series 2017-B Initial Invested Amount.

“Status Percentage” means, with respect to each Payment Date and the related Collection Period, an amount equal to the ratio (expressed as a percentage) of (i) the aggregate principal balance of Status Receivables in the Managed Portfolio as of the last day of that Collection Period to (ii) the aggregate principal balance of all Receivables in the Managed Portfolio as of the last day of that Collection Period.

“Status Receivables” means, as of any date of determination, all Receivables owing under Accounts related to Dealers that the Servicer has classified as “Status” in accordance with the Floorplan Financing Guidelines, as reflected on the Servicer’s records as of such date of determination.

“Status Trigger” means, for any Determination Date and the related Collection Period, 10.20%.

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

“Tax Information” means information and/or properly completed and signed tax certifications sufficient to eliminate the imposition of or to determine the amount of any withholding of tax, including FATCA Withholding Tax.

“Tax Retained Notes” if any, means any Notes while held by the Issuer for federal income tax purposes or an entity which for federal income tax purposes is considered the same Person as the Issuer.

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

“Underwriters” is defined in the Underwriting Agreement.

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“Underwriting Agreement” means that certain underwriting agreement, dated May 8, 2017, among the Issuer, NMAC, the Transferor and the representative of the several Underwriters party thereto.

“Verification Documents” means, with respect to any Series 2017-B Note Owner, a certification from such Note Owner certifying that such Person is in fact, a Series 2017-B 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.

Section 2.02. Other Definitional Provisions.

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

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

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

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

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

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

(a) By acquiring a Series 2017-B Note (or interest therein), each purchaser and transferee (and if the purchaser or transferee is a Plan, its fiduciary) is deemed to (a) represent and warrant that either (i) it is not acquiring the Series 2017-B Note (or interest therein) with the assets of a Plan; or (ii) the acquisition and holding of the Series 2017-B Note (or interest therein) will not, in the case of a Benefit Plan Investor, give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or, in the case of a Plan that is subject to Similar Law, result in a violation of Similar Law and (b) acknowledge and agree that the Series 2017-B Note (or interest therein) is not eligible for acquisition by Benefit Plan Investors or Plans that are subject to Similar Law at any time that such Series 2017-B Note is not rated investment grade by a nationally recognized statistical rating organization or has been characterized as other than indebtedness for applicable local law purposes.

(b) Any Tax Retained Notes (or interest therein) will not be transferred by a holder thereof for federal income tax purposes unless a written opinion of counsel, is delivered to the Indenture Trustee to the effect that, for federal income tax purposes, (i) such transfer will not result in the Issuer becoming an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes or (ii) such Notes after such transfer will be treated as debt and, if there are other Notes of the same Class as such transferred Notes which are not Tax Retained Notes prior to such transfer, for such purposes such Notes will be fungible with such other Notes of the same Class; provided, however that fungibility need not take into account whether Notes are, or are not, Definitive Notes. The Issuer hereby agrees to ensure compliance with the preceding sentences. Any purported transfer of a Note not in accordance with this Section 2.03(b) shall be null and void ab initio and shall not be given effect for any purpose hereunder.

Section 2.04. Definitive Notes.

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

(i) (1) the Transferor or the Administrator advises the Indenture Trustee in writing that the Clearing Agency or Foreign Clearing Agency is no longer willing or able to properly discharge its responsibilities as Clearing Agency or Foreign Clearing Agency with respect to the Book-Entry Notes for Series 2017-B and (2) the Transferor, the Indenture Trustee or the Administrator is unable to locate and reach an agreement on satisfactory terms with a qualified successor; or

(ii) the Transferor, the Indenture Trustee or the Administrator, as applicable, at its option and to the extent permitted by law, elects to terminate the book-entry system through the Clearing Agency or Foreign Clearing Agency with respect to the Series 2017-B Notes; or

(iii) after the occurrence of a Servicer Default or an Event of Default, Beneficial Owners of at least a majority of the Series 2017-B Outstanding Principal

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Amount of the Series 2017-B Notes advise the Indenture Trustee and the applicable Clearing Agency or Foreign Clearing Agency through the applicable Clearing Agency Participants in writing that the continuation of a book-entry system through the appropriate Clearing Agency or Foreign Clearing Agency is no longer in the best interests of the Beneficial Owners of the Series 2017-B Notes;

then, the Indenture Trustee will, through the appropriate Clearing Agency or Foreign Clearing Agency, notify all Beneficial Owners of the Series 2017-B Notes of the occurrence of such event and of the availability of Definitive Notes to Beneficial Owners of the Series 2017-B Notes. Upon surrender to the Indenture Trustee at the Corporate Trust Office of the certificates representing the Series 2017-B Notes, accompanied by registration instructions from the applicable Clearing Agency, the Issuer will execute and the Indenture Trustee will authenticate Definitive Notes for Series 2017-B and will recognize the registered holders of such Definitive Notes as Noteholders under the Indenture. Neither the Issuer nor the Indenture Trustee will be liable for any delay in delivery of such instructions, and the Issuer and the Indenture Trustee may conclusively rely on, and will be protected in relying on, such instructions. Upon the issuance of Definitive Notes for Series 2017-B , all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency or Foreign Clearing Agency will be deemed to be imposed upon and performed by the Indenture Trustee, to the extent applicable with respect to such Definitive Notes, and the Indenture Trustee will recognize the registered holders of the Definitive Notes for Series 2017-B as Noteholders of such Series under the Indenture. Definitive Notes will be transferable and exchangeable at the offices of the Transfer Agent and Registrar which initially is the Corporate Trust Office of the Indenture Trustee. 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.

ARTICLE III

SERVICING FEE

Section 3.01. Servicing Compensation.

The share of the Servicing Fee allocable to the Series 2017-B Noteholders with respect to any Payment Date is equal to the Monthly Servicing Fee. The portion of the Servicing Fee that is not allocable to the Series 2017-B Noteholders will be paid by the holders of the Transferor Interest or the Noteholders of other Series (as provided in the related Indenture Supplements) and in no event will the Issuer, the Indenture Trustee or the Series 2017-B Noteholders be liable for the share of the Servicing Fee to be paid by the holders of the Transferor Interest or the Noteholders of any other Series. The Servicer may, by prior written notice to the Indenture Trustee, elect to waive the Monthly Servicing Fee for any Collection Period. Such waived Monthly Servicing Fee will be reimbursed on the Payment Date related to the subsequent Collection Period pursuant to Section 4.04(a).

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ARTICLE IV

RIGHTS OF SERIES 2017-B NOTEHOLDERS

AND ALLOCATION AND APPLICATION OF COLLECTIONS

Section 4.01. Collections and Allocations.

(a) Allocations. Interest Collections, Principal Collections and the Defaulted Amount allocated to Series 2017-B pursuant to Article VIII of the Indenture and Section 4.01(b) shall be allocated between the Series 2017-B Noteholders and the holders of the Transferor Interest pursuant to Section 4.01(c) and (d) and then distributed as set forth in this Article IV.

(b) Series Allocations. Prior to the close of business on each day during a Collection Period, the Servicer will (i) determine the Series 2017-B Allocation Percentage for such day and (ii) allocate Interest Collections, Principal Collections and the Defaulted Amount to Series 2017-B based on the Series 2017-B Allocation Percentage on such day. All Principal Collections for the related Collection Period with respect to each Receivable (including any payoff) shall be posted to the Servicer’s Dealer records in accordance with the Servicer’s customary servicing practices.

(c) Allocations to Series 2017-B Noteholders. The Servicer shall, prior to the close of business on each day during a Collection Period, allocate to the Series 2017-B Noteholders the following amounts as set forth below:

(i) Allocations of Interest Collections. The Servicer shall allocate to the Series 2017-B Noteholders and deposit in the Collection Account for application as provided herein, an amount equal to the product of (A) the Series 2017-B Floating Allocation Percentage for such day and (B) the Series 2017-B Allocable Interest Collections as to which such day is the Date of Processing for such Collections; provided, that, so long as the conditions set forth in Section 8.04(b) of the Indenture are satisfied, the Servicer shall not be required to deposit such allocated amounts into the Collection Account until the Business Day preceding the Payment Date in the month following such Collection Period.

(ii) Allocations of Principal Collections. The Servicer shall allocate to the Series 2017-B Noteholders the following amounts as set forth below:

(A) Allocations During the Revolving Period. During the Revolving Period, the Servicer shall allocate to the Series 2017-B Noteholders and deposit into the Collection Account for application as provided herein, an amount equal to the product of (I) the Series 2017-B Floating Allocation Percentage for such day and (II) the Series 2017-B Allocable Principal Collections for such day; provided, that, so long as the conditions set forth in Section 8.04(b) of the Indenture are satisfied, the Servicer shall not be required to deposit such allocated amounts into the Collection Account until the Business Day preceding the Payment Date in the month following such Collection Period; provided, further, that, so long as the conditions set forth in Section 8.04(b) of the Indenture are satisfied, the Servicer, in its sole discretion, may distribute any amounts owed to the holders of the Transferor Interest directly to such holders in lieu of depositing such amounts into the Collection Account.

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(B) Allocations During the Accumulation Period and the Early Amortization Period. During the Accumulation Period and the Early Amortization Period, the Servicer shall allocate to the Series 2017-B Noteholders and deposit in the Collection Account for application as provided herein, an amount equal to the product of (I) the Series 2017-B Fixed Allocation Percentage for such day and (II) the Series 2017-B Allocable Principal Collections for such day; provided, that, so long as the conditions set forth in Section 8.04(b) of the Indenture are satisfied, the Servicer shall not be required to deposit such allocated amounts into the Collection Account until the Business Day preceding the Payment Date in the month following such Collection Period; provided, further, that, so long as the conditions set forth in Section 8.04(b) of the Indenture are satisfied, the Servicer, in its sole discretion, may distribute any amounts owed to the holders of the Transferor Interest directly to such holders in lieu of depositing such amounts into the Collection Account.

(iii) Allocations of Defaulted Amounts. The Servicer shall allocate to the Series 2017-B Noteholders the product of (A) the Series 2017-B Floating Allocation Percentage for such day and (B) the Series 2017-B Allocable Defaulted Amounts on such day.

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

(i) the portion of the Series 2017-B Allocable Interest Collections not allocated to the Series 2017-B Noteholders pursuant to Section 4.01(c)(i) above;

(ii) the portion of the Series 2017-B Allocable Principal Collections not allocated to the Series 2017-B Noteholders pursuant to Section 4.01(c)(ii) above; and

(iii) the portion of the Series 2017-B Allocable Defaulted Amounts not allocated to the Series 2017-B Noteholders pursuant to Section 4.01(c)(iii) above;

provided, however, that the Servicer will not distribute to the holders of the Transferor Interest their allocation of Series 2017-B Allocable Interest Collections and Series 2017-B Allocable Principal Collections if and to the extent that the Adjusted Pool Balance does not equal or exceed the Required Participation Amount as of such day. Subject to the immediately succeeding sentence, any amount not distributed to the holders of the Transferor Interest in accordance with the proviso to the preceding sentence shall be deposited by the Servicer (on the date not so distributed) into the Excess Funding Account. Notwithstanding the foregoing, before

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distributing to the holders of the Transferor Interest any portion of their allocation of Series 2017-B Allocable Interest Collections or Series 2017-B Allocable Principal Collections or depositing any portion of their allocation of Series 2017-B Allocable Interest Collections or Series 2017-B Principal Collections into the Excess Funding Account, on any day on which amounts are on deposit in the Accumulation Account, the Servicer shall first deduct therefrom the excess, if any, of the Covered Amount for such day over the sum of all net investment earnings for such day on (i) amounts on deposit in the Accumulation Account and the Reserve Account and (ii) the Series 2017-B Allocation Percentage of amounts (if any) on deposit in the Excess Funding Account and the Collection Account, and treat such amounts as Series 2017-B Investor Available Interest Amounts.

Section 4.02. Determination of Monthly Interest.

(a) The amount of monthly interest (the “Monthly Interest”) distributable from the Collection Account with respect to the Series 2017-B Notes on any Payment Date will be an amount equal to the product of (i) a fraction, the numerator of which is the actual number of days in the related Interest Period and the denominator of which is 360, (ii) the Note Interest Rate with respect to the related Interest Period and (iii) the Series 2017-B Outstanding Principal Amount as of the first day of the related Interest Period, after giving effect to any deposits and distributions to be made on such date (or, with respect to the first Payment Date following the Series 2017-B Issuance Date, the Series 2017-B Initial Principal Amount).

(b) On the Determination Date immediately preceding each Payment Date, the Servicer will determine the excess, if any (such excess, the “Interest Deficiency”), of (x) the Monthly Interest for such Payment Date over (y) the aggregate amount of funds allocated and available to pay the Monthly Interest on such Payment Date. If the Interest Deficiency with respect to any Payment Date is greater than zero, on each subsequent Payment Date until such Interest Deficiency is fully paid, an additional amount (the “Additional Interest”) equal to the product of (i) a fraction, the numerator of which is the actual number of days in the related Interest Period and the denominator of which is 360, (ii) the Note Interest Rate with respect to the related Interest Period and (iii) such Interest Deficiency (or the portion thereof which has not been paid to the Series 2017-B Noteholders) will be payable as provided herein with respect to the related Notes. Notwithstanding anything to the contrary herein, the Additional Interest will be payable or distributed to the Series 2017-B Noteholders only to the extent permitted by applicable law.

Section 4.03. [Reserved].

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

(a) On each Payment Date, the Servicer will apply, or cause the Indenture Trustee to apply by written instruction to the Indenture Trustee, Series 2017-B Investor Available Interest Amounts (excluding Reallocated Principal Collections for such Payment Date) on deposit in the Collection Account with respect to such Payment Date (together with other amounts specified in this Indenture Supplement) to make the following distributions or deposits in the following priority:

(i) [reserved];

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(ii) [reserved];

(iii) an amount equal to the Monthly Servicing Fee for such Payment Date, plus the amount of any Monthly Servicing Fee previously due but not distributed to the Servicer on a prior Payment Date, will be distributed to the Servicer;

(iv) an amount equal to Monthly Interest for such Payment Date, plus the amount of any Monthly Interest previously due but not distributed to the Series 2017-B Noteholders on a prior Payment Date, plus the amount of any Additional Interest for such Payment Date, plus the amount of any Additional Interest previously due but not distributed to the Series 2017-B Noteholders on a prior Payment Date, will be distributed to the Paying Agent for payment to the Series 2017-B Noteholders on such Payment Date;

(v) an amount equal to the sum of (y) the aggregate Series 2017-B Investor Defaulted Amounts for the related Collection Period and (z) the Series 2017-B Nominal Liquidation Amount Deficit, if any, will be applied as Series 2017-B Investor Available Principal Amounts for such Payment Date and, in the case of the amounts described in clause (z), will reinstate the Series 2017-B Nominal Liquidation Amount pursuant to Section 4.09(c);

(vi) an amount, if any, equal to the excess of the Specified Reserve Account Balance over all amounts on deposit in the Reserve Account on such Payment Date (after giving effect to the withdrawal of net investment earnings thereon for deposit into the Collection Account pursuant to Section 4.12(b), will be deposited in the Reserve Account;

(vii) on each Payment Date on and after the occurrence of an Event of Default and a declaration that all Series 2017-B Notes are immediately due and payable pursuant to Section 5.03(a) of the Indenture, remaining Series 2017-B Investor Available Interest Amounts for such Payment Date will be treated as Series 2017-B Investor Available Principal Amounts and will be distributed pursuant to Section 4.04(e) hereof, unless and until such declaration of acceleration has been rescinded and annulled pursuant to Section 5.03(b) of the Indenture;

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

(ix) an amount equal to the Interest Shortfalls for other outstanding Series in Excess Interest Sharing Group One will be treated as Shared Excess Interest Amounts available from Series 2017-B and applied to cover the Interest Shortfalls for other outstanding Series in Excess Interest Sharing Group One in accordance with Section 8.05(a) of the Indenture;

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(x) to the Indenture Trustee, any accrued and unpaid fees, expenses and indemnity payments due pursuant to the Indenture but only to the extent that such fees, expenses or indemnity payments have been outstanding for at least 60 days;

(xi) 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 been outstanding for at least 60 days;

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

(xiii) all remaining Series 2017-B Investor Available Interest Amounts for such Payment Date will be distributed to the holders of the Transferor Interest in accordance with the Trust Agreement, or, to the extent amounts are payable to a Currency Swap Counterparty pursuant to a Currency Swap Agreement as described in Section 5.08 of the Transfer and Servicing Agreement, to such Currency Swap Counterparty; provided, however, that if, on such Payment Date, the Adjusted Pool Balance is less than the Required Participation Amount, then the Indenture Trustee shall deposit into the Excess Funding Account from the amount that would otherwise have been distributed to the holders of the Transferor Interest the amount of such deficiency.

(b) If Series 2017-B Investor Available Interest Amounts for the Collection Period related to any Payment Date (excluding Reallocated Principal Collections for such Payment Date) are insufficient to make all distributions and deposits required under clauses (i) through (vi) of Section 4.04(a), available amounts from the following sources on such Payment Date will be applied in the following order to make up the Interest Shortfall with respect to Series 2017-B: (i) from Shared Excess Interest Amounts for such Payment Date available from other outstanding Series in Excess Interest Sharing Group One as provided in Section 4.07, provided that such amounts will be applied only to cover shortfalls in the distributions and deposits required under clauses (i) through (vi) of Section 4.04(a) and in the order of priorities as set forth in Section 4.04(a), (ii) from amounts on deposit in the Reserve Account on such Payment Date as provided in Section 4.12, provided that such amounts will be applied only to cover shortfalls in the distributions and deposits required under clauses (iii) through (v) of Section 4.04(a) and in the order of priorities as set forth in Section 4.04(a) and (iii) from Reallocated Principal Collections for such Payment Date as provided in Section 4.06, provided, that such amounts will be applied only to cover shortfalls in the distributions required under clause (iv) of Section 4.04(a) and only to the extent of the Series 2017-B Overcollateralization Amount.

(c) On each Payment Date with respect to the Revolving Period, the Servicer will apply, or cause the Indenture Trustee to apply by written instruction to the Indenture Trustee, Series 2017-B Investor Available Principal Amounts for the Collection Period related to such Payment Date, to make the following distributions or deposits in the following priority:

(i) such Series 2017-B Investor Available Principal Amounts on deposit in the Collection Account for the related Collection Period, in an amount equal to the Monthly Interest due but not distributed to the Series 2017-B Noteholders on such Payment Date in accordance with Section 4.04(a)(iv), will be distributed to the Paying Agent for payment to the Series 2017-B Noteholders on such Payment Date;

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(ii) the balance of such Series 2017-B Investor Available Principal Amounts not applied pursuant to clause (i) above, will be treated as Shared Excess Principal Amounts available from Series 2017-B and applied to cover the Principal Shortfalls for other outstanding Series in Excess Principal Sharing Group One in accordance with Section 8.05(b) of the Indenture;

(iii) the balance of such Series 2017-B Investor Available Principal Amounts not applied pursuant to clauses (i) or (ii) above, will be distributed to the Issuer to be used by the Issuer, to the extent necessary, to acquire Receivables (if any) available to be transferred to the Issuer by the Transferor pursuant to the Transfer and Servicing Agreement; and

(iv) the balance of such Series 2017-B Investor Available Principal Amounts not applied pursuant to clauses (i), (ii) or (iii) above will be distributed to the holders of the Transferor Interest in accordance with the Trust Agreement, or, to the extent amounts are payable to a Currency Swap Counterparty pursuant to a Currency Swap Agreement as described in Section 5.08 of the Transfer and Servicing Agreement, to such Currency Swap Counterparty; provided, however, that if, on such Payment Date, the Adjusted Pool Balance is less than the Required Participation Amount, then the Indenture Trustee shall deposit into the Excess Funding Account from the amount that would otherwise have been distributed to the holders of the Transferor Interest the amount of such insufficiency.

(d) On each Payment Date with respect to the Accumulation Period, the Servicer will apply, or cause the Indenture Trustee to apply by written instruction to the Indenture Trustee, the Series 2017-B Investor Available Principal Amounts for the Collection Period related to such Payment Date (together with other amounts specified in this Indenture Supplement) to make the following distributions or deposits in the following priority:

(i) an amount equal to the lesser of (x) the Controlled Deposit Amount for such Payment Date and (y) the Series 2017-B Invested Amount for such Payment Date shall be deposited into the Accumulation Account;

(ii) the balance of such Series 2017-B Investor Available Principal Amounts not applied pursuant to preceding clause (i) will be treated as Shared Excess Principal Amounts available from Series 2017-B and applied to cover Principal Shortfalls for other outstanding Series in Excess Principal Sharing Group One in accordance with Section 8.05(b) of the Indenture;

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(iii) the balance of such Series 2017-B Investor Available Principal Amounts not applied pursuant to clauses (i) or (ii) above, will be distributed to the Issuer to be used by the Issuer, to the extent necessary, to acquire Receivables (if any) available to be transferred to the Issuer by the Transferor pursuant to the Transfer and Servicing Agreement; and

(iv) the balance of such Series 2017-B Investor Available Principal Amounts not applied pursuant to clauses (i), (ii) or (iii) above will be distributed to the holders of the Transferor Interest in accordance with the Trust Agreement, or, to the extent amounts are payable to a Currency Swap Counterparty pursuant to a Currency Swap Agreement as described in Section 5.08 of the Transfer and Servicing Agreement, to such Currency Swap Counterparty; provided, however, that if, on such Payment Date, the Adjusted Pool Balance is less than the Required Participation Amount, then the Indenture Trustee shall deposit into the Excess Funding Account from the amount that would otherwise have been distributed to the holders of the Transferor Interest the amount of such insufficiency.

(e) On each Payment Date with respect to the Early Amortization Period, the Servicer will apply, or cause the Indenture Trustee to apply by written instruction to the Indenture Trustee, the Series 2017-B Investor Available Principal Amounts for the Collection Period related to such Payment Date, plus all amounts on deposit in the Accumulation Account (together with other amounts specified in this Indenture Supplement), to make the following distributions or deposits in the following priority:

(i) an amount equal to the Series 2017-B Invested Amount (determined without giving effect to any reduction thereto arising from amounts on deposit in the Accumulation Account) for such Payment Date will be distributed to the Paying Agent for payment to the Series 2017-B Noteholders on such Payment Date and on each subsequent Payment Date until the Series 2017-B Invested Amount (determined without giving effect to any reduction thereto arising from amounts on deposit in the Accumulation Account) has been paid in full;

(ii) the balance of such Series 2017-B Investor Available Principal Amounts will be treated as Shared Excess Principal Amounts available from Series 2017-B and applied to cover Principal Shortfalls for other outstanding Series in Excess Principal Sharing Group One in accordance with Section 8.05(b) of the Indenture; and

(iii) the balance of the Series 2017-B Investor Available Principal Amounts not applied pursuant to clauses (i) or (ii) above will be distributed to the holders of the Transferor Interest in accordance with the Trust Agreement, or, to the extent amounts are payable to a Currency Swap Counterparty pursuant to a Currency Swap Agreement as described in Section 5.08 of the Transfer and

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Servicing Agreement, to such Currency Swap Counterparty; provided, however, that if, on such Payment Date, the Adjusted Pool Balance is less than the Required Participation Amount, then the Indenture Trustee shall deposit into the Excess Funding Account from the amount that would otherwise have been distributed to the holders of the Transferor Interest the amount of such insufficiency.

(f) On the earlier of (i) the first Payment Date with respect to the Early Amortization Period and (ii) the Payment Date which is also the Series 2017-B Expected Final Payment Date, the Servicer shall, or shall cause the Indenture Trustee to, by written notice to the Indenture Trustee, withdraw from the Accumulation Account all amounts then on deposit in the Accumulation Account and (A) distribute to the Paying Agent for payment to the Series 2017-B Noteholders on such Payment Date the amount necessary to pay the Series 2017-B Invested Amount (determined without giving effect to any reduction thereto arising from amounts on deposit in the Accumulation Account) in full and (B) the balance, if any, of the amounts so withdrawn from the Accumulation Account will (x) first, be treated as Shared Excess Principal Amounts available from Series 2017-B to be applied to cover Principal Shortfalls for other outstanding Series in Excess Principal Sharing Group One in accordance with Section 8.05(b) of the Indenture and (y) second, be distributed to the holders of the Transferor Interest in accordance with the Trust Agreement; provided, however, that if, on such Payment Date, the Adjusted Pool Balance is less than the Required Participation Amount, then the Indenture Trustee will deposit into the Excess Funding Account from the amount that would otherwise have been distributed to the holders of the Transferor Interest the amount of such insufficiency.

(g) If Series 2017-B Investor Available Principal Amounts for any Payment Date (together with amounts, if any, available for application on such Payment Date pursuant to Section 4.04(f)) are insufficient to make in full the deposits or distributions required pursuant to Section 4.04(d)(i) or 4.04(e)(i), as applicable, then Shared Excess Principal Amounts for such Payment Date from other outstanding Series in Excess Principal Sharing Group One will be so deposited or distributed to cover the Principal Shortfall with respect to Series 2017-B as provided in Section 4.08.

(h) If Series 2017-B Investor Available Principal Amounts for any Payment Date (together with amounts, if any, available for application on such Payment pursuant to Section 4.04(f)) and Shared Excess Principal Amounts for such Payment Date from other outstanding Series in Excess Principal Sharing Group One are insufficient to make in full the deposits and distributions required pursuant to Section 4.04(d)(i) or 4.04(e)(i), as applicable, the Indenture Trustee, acting in accordance with written instructions from the Servicer, will withdraw from the Excess Funding Account and distribute to the Paying Agent for deposit into the Accumulation Account or payment to the Series 2017-B Noteholders, as applicable, the lesser of (i) the product of the Series 2017-B Allocation Percentage and the amount on deposit in the Excess Funding Account and (ii) the amount of such insufficiency.

Section 4.05. Investor Charge-Offs.

On the Determination Date immediately preceding each Payment Date, the Servicer will calculate the aggregate Series 2017-B Investor Defaulted Amounts, if any, for the related Collection Period. If, on any Determination Date, the aggregate Series 2017-B Investor Defaulted Amounts for the preceding Collection Period exceed the sum of:

(i) the Series 2017-B Investor Available Interest Amounts for the related Payment Date applied to fund such Series 2017-B Investor Defaulted Amounts pursuant to clause (v) of Section 4.04(a); and

(ii) the Shared Excess Interest Amounts available from other outstanding Series in Excess Interest Sharing Group One applied to fund such Series 2017-B Investor Defaulted Amounts pursuant to clause (v) of Section 4.04(a) in accordance with clause (i) of Section 4.04(b) and amounts on deposit in the Reserve Account applied to fund such Series 2017-B Investor Defaulted Amounts pursuant to clause (v) of Section 4.04(a) in accordance with clause (ii) of Section 4.04(b) (such excess, collectively, an “Investor Charge-Off”);

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then, on the related Payment Date, if the Series 2017-B Overcollateralization Amount is greater than zero, the Series 2017-B Overcollateralization Amount will be reduced by an amount not to exceed the lesser of (1) the Series 2017-B Overcollateralization Amount and (2) the amount of such Investor Charge-Offs, all as provided in Section 4.09.

Section 4.06. Reallocated Principal Collections.

On each Determination Date, the Servicer shall determine the amount, if any, by which the Series 2017-B Investor Available Interest Amounts for the preceding Collection Period (excluding Reallocated Principal Collections for the related Payment Date), together with other amounts specified in Section 4.04(b)(i) and (ii), are insufficient to pay the amounts due pursuant to Section 4.04(a)(iv) on the related Payment Date and cause the amount of such insufficiency to be reallocated, subject to the limitation in the next succeeding sentence, from the Series 2017-B Investor Available Principal Amounts for such Collection Period and, to the extent still necessary to pay such insufficiency, from amounts that would constitute Series 2017-B Investor Available Principal Amounts for the current Collection Period. On each Payment Date, the Servicer will apply, or cause the Indenture Trustee to apply, Reallocated Principal Collections with respect to the preceding Collection Period (and, if necessary, with respect to the current Collection Period) in accordance with clause (iii) of Section 4.04(b), in an amount not to exceed the Series 2017-B Overcollateralization Amount. If, on any Payment Date, Reallocated Principal Collections for such Payment Date are so applied, then, if the Series 2017-B Overcollateralization Amount is greater than zero (after giving effect to any reductions thereof pursuant to Section 4.05), the Series 2017-B Overcollateralization Amount will be reduced by an amount not to exceed the lesser of (1) the Series 2017-B Overcollateralization Amount and (2) the amount of such Reallocated Principal Collections, all as provided in Section 4.09.

Section 4.07. Excess Interest Amounts.

Subject to Section 8.05(a) of the Indenture, Shared Excess Interest Amounts with respect to other Series in Excess Interest Sharing Group One for any Payment Date will be allocated to Series 2017-B in an amount equal to the product of (i) the aggregate amount of Shared Excess Interest Amounts with respect to all other outstanding Series in Excess Interest

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Sharing Group One for such Payment Date and (ii) a fraction, the numerator of which is the Interest Shortfall with respect to Series 2017-B for such Payment Date and the denominator of which is the aggregate amount of Interest Shortfalls with respect to all outstanding Series in Excess Interest Sharing Group One for such Payment Date.

Section 4.08. Excess Principal Amounts.

Subject to Section 8.05(b) of the Indenture, Shared Excess Principal Amounts with respect to other outstanding Series in Excess Principal Sharing Group One for any Payment Date will be allocated to Series 2017-B in an amount equal to the product of (i) the aggregate amount of Shared Excess Principal Amounts with respect to all other Series in Excess Principal Sharing Group One for such Payment Date and (ii) a fraction, the numerator of which is the Principal Shortfall with respect to Series 2017-B for such Payment Date and the denominator of which is the aggregate amount of Principal Shortfalls with respect to all outstanding Series in Excess Principal Sharing Group One for such Payment Date.

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

(a) On each Determination Date for the related Payment Date, the Servicer will, or will cause the Indenture Trustee, to calculate the Primary Series 2017-B Overcollateralization Amount and the Incremental Overcollateralization Amount. On each day during a Collection Period, the Servicer, will, or will cause the Indenture Trustee, to calculate the Series 2017-B Invested Amount.

(b) The Series 2017-B Nominal Liquidation Amount will be reduced on any Payment Date by the following amounts:

(i) the amount, if any, of Reallocated Principal Collections (including any Reallocated Principal Collections from the Collection Period occurring in the same month as the Payment Date) (not to exceed the Series 2017-B Overcollateralization Amount) used on such Payment Date to pay interest on the Series 2017-B Notes pursuant to Section 4.04(b)(iii); and

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

On each Payment Date, the amount of any reduction in the Series 2017-B Nominal Liquidation Amount due to (A) clause (i) or (ii) above will be allocated, first, to reduce the Series 2017-B Overcollateralization Amount by the amount of such reduction until the Series 2017-B Overcollateralization Amount is reduced to zero and (B) clause (ii) above will be allocated, second, to reduce the Series 2017-B Invested Amount by any remaining amount of such reduction until the Series 2017-B Invested Amount is reduced to zero. In addition, the Series 2017-B Invested Amount will be reduced by amounts deposited into the Accumulation Account and payments of principal of the Series 2017-B Notes. Each reduction of the Series 2017-B Overcollateralization Amount will be applied, first, to reduce the Primary Series 2017-B Overcollateralization Amount and, second, to reduce the Incremental Overcollateralization Amount.

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(c) The Series 2017-B Nominal Liquidation Amount will be reinstated on any Payment Date by the sum of (i) the amount of Series 2017-B Investor Available Interest Amounts that are applied on such Payment Date for such purpose pursuant to Section 4.04(a)(v), (ii) the amount of Shared Excess Interest Amounts that are applied on such Payment Date for such purpose pursuant to Sections 4.04(b)(i) and (iii) the amounts on deposit in the Reserve Account that are applied on such Payment Date for such purpose pursuant to Section 4.04(b)(ii). Each such reinstatement will be allocated on such Payment Date, first, if the Series 2017-B Invested Amount has been reduced and not fully reinstated, to the Series 2017-B Invested Amount until it equals the Series 2017-B Outstanding Principal Amount and, second, any remaining reinstatement amount will be allocated to the Incremental Overcollateralization Amount until it has been fully reinstated and then to the Primary Series 2017-B Overcollateralization Amount until it has been fully reinstated.

(d) The Primary Series 2017-B Overcollateralization Amount and the Series 2017-B Invested Amount will be increased on any date on which the Issuer issues additional Series 2017-B Notes in accordance with Section 8.03(b). The amount of any such increase in the Primary Series 2017-B Overcollateralization Amount and the Series 2017-B Invested Amount will be in proportion to the increase in the aggregate Series 2017-B Outstanding Principal Amount resulting from the issuance of such additional Series 2017-B Notes.

Section 4.10. Establishment of Accumulation Account.

(a) The Issuer will establish and the Indenture Trustee will maintain and hold in the name of the Indenture Trustee, solely for the benefit of the Series 2017-B Noteholders, a Qualified Account bearing a designation clearly indicating that the funds and other property credited thereto are held solely for the benefit of the Series 2017-B Noteholders (the “Accumulation Account”). The Indenture Trustee will possess all right, title and interest in all Eligible Investments and all monies, instruments, securities, securities entitlements, documents, certificates of deposit and other property from time to time on deposit in or credited to the Accumulation Account and in all interest, proceeds, earnings, income, revenue, dividends and other distributions thereof (including any accrued discount realized on liquidation of any investment purchased at a discount) solely for the benefit of the Series 2017-B Noteholders. The parties hereto acknowledge that the Indenture Trustee will be the sole entitlement holder of the Accumulation Account, and will have sole dominion and control of the Accumulation Account for the benefit of the Series 2017-B Noteholders. Except as expressly provided in the Indenture, the Transfer and Servicing Agreement and this Indenture Supplement, the Servicer agrees that it has no right of setoff or banker’s lien against, and no right to otherwise deduct from, any funds and other property held in the Accumulation Account for any amount owed to it by the Indenture Trustee, the Issuer, any Noteholder or any Series Enhancers. If, at any time, either (i) the Servicer, in its sole discretion and for any reason, notifies the Indenture Trustee in writing that there shall be established a new Accumulation Account at the institution selected by the Servicer or (ii) the Accumulation Account ceases to be a Qualified Account, the Indenture Trustee (or the Servicer on its behalf), within ten Business Days (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition with respect to the Hired Rating Agencies shall have been satisfied), will establish a new Accumulation Account meeting the conditions specified above, transfer any monies, instruments, securities, security entitlements, documents, certificates of deposit and other property to such new Accumulation Account and

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from the date such new Accumulation Account is established, it will be the “Accumulation Account.” The Indenture Trustee shall assist the Servicer with establishment of a new Accumulation Account described in the preceding sentence. Pursuant to the authority granted to the Servicer in Section 3.01(a) of the Transfer and Servicing Agreement, the Servicer has the power, revocable by the Indenture Trustee, to make withdrawals and payments from the Accumulation Account and to instruct the Indenture Trustee to make withdrawals and payments from the Accumulation Account for the purposes of carrying out the Servicer’s or the Indenture Trustee’s duties under the Transfer and Servicing Agreement, the Indenture and this Indenture Supplement, as applicable.

(b) Funds on deposit in the Accumulation Account will, at the written direction of the Servicer, be invested by the Indenture Trustee or its nominee (including the Securities Intermediary) in Eligible Investments selected by the Servicer. All such Eligible Investments will be held by the Indenture Trustee solely for the benefit of the Series 2017-B Noteholders. The Indenture Trustee will cause each Eligible Investment to be delivered to it or its nominee (including a securities intermediary) and will be credited to the Accumulation Account maintained by the Indenture Trustee with the Securities Intermediary. Funds on deposit in the Accumulation Account will be invested in Eligible Investments that will mature so that all such funds will be available no later than the close of business on the Business Day next preceding each Payment Date. On each Payment Date with respect to the Accumulation Period and on the first Payment Date with respect to the Early Amortization Period, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accumulation Account will be withdrawn from the Accumulation Account and treated as Series 2017-B Investor Available Interest Amounts with respect to the related Collection Period for application in accordance with Section 4.04(a). Net investment earnings on funds on deposit in the Accumulation Account will not be considered principal amounts on deposit therein for purposes of this Indenture Supplement. The Indenture Trustee will bear no responsibility or liability for any losses resulting from investment or reinvestment of any funds (other than in its capacity as primary obligor) in accordance with this Section 4.10(b) nor for the selection of Eligible Investments in accordance with the provisions of the Indenture, this Indenture Supplement or the Transfer and Servicing Agreement.

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

Section 4.11. Accumulation Period. The Accumulation Period is scheduled to begin at the close of business on October 1, 2019; provided, however, that if the Accumulation Period Length (as described below) is determined to be less than six months, the date on which the Accumulation Period actually begins may be delayed to the close of business on the last day of the month preceding the month that is the number of whole months prior to the month in which the Series 2017-B Expected Final Payment Date occurs which is at least equal to the Accumulation Period Length (so that the number of full Collection Periods in the Accumulation Period will at least equal the Accumulation Period Length). On or prior to October 1, 2019 and, thereafter, on or prior to the first Business Day of each Collection Period prior to the Collection

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Period in which the Accumulation Period is scheduled to begin, the Issuer, acting directly or through the Administrator, may at its option, elect to delay the start of the Accumulation Period and thereby reduce the number of full Collection Periods in the Accumulation Period (the “Accumulation Period Length”), provided, that, (i) the Accumulation Period shall start no later than March 1, 2020; (ii) the Rating Agency Condition shall be satisfied, and (iii) prior to delaying the start of the Accumulation Period, an Authorized Officer of the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate to the effect that delaying the start of the Accumulation Period is not expected to delay any payment of principal to the Series 2017-B Noteholders. Once the Accumulation Period has commenced, the Accumulation Period Length cannot be changed.

Section 4.12. Establishment of Reserve Account.

(a) The Issuer will establish and the Indenture Trustee will maintain and hold in the name of the Indenture Trustee, solely for the benefit of the Series 2017-B Noteholders, a Qualified Account bearing a designation clearly indicating that the funds and other property credited thereto are held solely for the benefit of the Series 2017-B Noteholders (the “Reserve Account”). The Indenture Trustee will possess all right, title and interest in all Eligible Investments and all monies, instruments, securities, securities entitlements, documents, certificates of deposit and other property from time to time on deposit in or credited to the Reserve Account and in all interest, proceeds, earnings, income, revenue, dividends and other distributions thereof (including any accrued discount realized on liquidation of any investment purchased at a discount) solely for the benefit of the Series 2017-B Noteholders. The parties hereto acknowledge that the Indenture Trustee will be the sole entitlement holder of the Reserve Account, and will have sole dominion and control of the Reserve Account for the benefit of the Series 2017-B Noteholders. Except as expressly provided in the Indenture and the Transfer and Servicing Agreement, the Servicer agrees that it has no right of setoff or banker’s lien against, and no right to otherwise deduct from, any funds and other property held in the Reserve Account for any amount owed to it by the Indenture Trustee, the Issuer, any Noteholder or any Series Enhancers. If, at any time, either (i) the Servicer, in its sole discretion and for any reason, notifies the Indenture Trustee in writing that there shall be established a new Reserve Account at the institution selected by the Servicer or (ii) the Reserve Account ceases to be a Qualified Account, the Indenture Trustee (or the Servicer on its behalf), within ten Business Days (or such longer period, not to exceed 30 calendar days, as to which the Rating Agency Condition with respect to the Hired Rating Agencies shall have been satisfied), will establish a new Reserve Account meeting the conditions specified above, transfer any monies, instruments, securities, security entitlements, documents, certificates of deposit and other property to such new Reserve Account and from the date such new Reserve Account is established, it will be the “Reserve Account.” The Indenture Trustee shall assist the Servicer with establishment of a new Reserve Account described in the preceding sentence. Pursuant to the authority granted to the Servicer in Section 3.01(a) of the Transfer and Servicing Agreement, the Servicer has the power, revocable by the Indenture Trustee, to make withdrawals and payments from the Reserve Account and to instruct the Indenture Trustee to make withdrawals and payments from the Reserve Account for the purposes of carrying out the Servicer’s or the Indenture Trustee’s duties under the Transfer and Servicing Agreement, the Indenture and this Indenture Supplement, as applicable.

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(b) Funds on deposit in the Reserve Account will, at the written direction of the Servicer, be invested by the Indenture Trustee or its nominee (including the Securities Intermediary) in Eligible Investments selected by the Servicer. All such Eligible Investments will be held by the Indenture Trustee solely for the benefit of the Series 2017-B Noteholders. The Indenture Trustee will cause each Eligible Investment to be delivered to it or its nominee (including a securities intermediary) and will be credited to the Reserve Account maintained by the Indenture Trustee with the Securities Intermediary. Funds on deposit in the Reserve Account will be invested in Eligible Investments that will mature so that all such funds will be available no later than the close of business on the Business Day next preceding each Payment Date. On each Payment Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Reserve Account will be withdrawn from the Reserve Account and treated as Series 2017-B Investor Available Interest Amounts with respect to the related Collection Period for application in accordance with Section 4.04(a). Net investment earnings on funds on deposit in the Reserve Account will not be considered principal amounts on deposit therein for purposes of this Indenture Supplement. The Indenture Trustee will bear no responsibility or liability for any losses resulting from investment or reinvestment of any funds (other than in its capacity as primary obligor) in accordance with this Section 4.12(b) nor for the selection of Eligible Investments in accordance with the provisions of the Indenture, this Indenture Supplement or the Transfer and Servicing Agreement.

(c) The Reserve Account will be funded by the Issuer on the Series 2017-B Issuance Date in the amount of the Reserve Account Initial Deposit.

(d) On each Payment Date, to the extent that Series 2017-B Investor Available Interest Amounts on deposit in the Collection Account with respect to such Payment Date, are insufficient to make all distributions and deposits required under clauses (iii) through (v) of Section 4.04(a), and to the extent that amounts set forth in Section 4.04(b)(i) are insufficient to make up the Interest Shortfall with respect to Series 2017-B, the Servicer or the Indenture Trustee, acting at the written direction of the Servicer, will withdraw amounts then on deposit in the Reserve Account, up to the amounts of any such Interest Shortfall, pursuant to clause (ii) of Section 4.04(b) and apply, or cause the Indenture Trustee to apply, such amounts in accordance with clause (ii) of Section 4.04(b). If the Series 2017-B Notes are not paid in full on the earlier of (x) the Series 2017-B Final Maturity Date and (y) the first Payment Date on or after the occurrence of an Event of Default and a declaration that all of the Series 2017-B Notes are immediately due and payable as set forth in Section 5.03(a) of the Indenture, any funds remaining in the Reserve Account, after application of amounts therein on such date in accordance with Section 4.04(b)(ii), will be applied pursuant to Section 4.04(e) on such date. Upon the payment in full of the Series 2017-B Notes under the Indenture and this Indenture Supplement, any funds remaining in the Reserve Account will be treated as Shared Excess Principal Amounts available from Series 2017-B and applied to cover Principal Shortfalls for other outstanding Series in Excess Principal Sharing Group One in accordance with Section 8.05(b) of the Indenture. Upon the payment in full of the Series 2017-B Notes under the Indenture and this Indenture Supplement and to the extent such amounts are not needed to cover Principal Shortfalls for other outstanding Series in Excess Principal Sharing Group One, as directed in writing by the Servicer, the Indenture Trustee shall distribute to the holders of the Transferor Interest, pursuant to the Trust Agreement, any amounts remaining on deposit in the Reserve Account. Upon any such distribution to the holders of the Transferor Interest as set forth in the preceding sentence, the Issuer, Transferor, Owner Trustee, Indenture Trustee, Series Enhancers and Noteholders will have no further rights in, or claims to, such amounts.

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Section 4.13. Determination of LIBOR.

(a) On each Interest Determination Date, the Calculation Agent will determine LIBOR based on the rate displayed on the Designated LIBOR Page on such date. If the Designated LIBOR Page by its terms provides only for a single rate, then LIBOR for the applicable Interest Period will be the rate for deposits in United States dollars having a maturity of one month (commencing on the first day of such Interest Period) that appears on the Designated LIBOR Page as of 11:00 a.m. London time on the applicable Interest Determination Date. If at least two offered rates appear, LIBOR for the applicable Interest Period will be the arithmetic mean of the offered rates for deposits in United States dollars having a maturity of one month (commencing on the first day of such Interest Period) that appears on the Designated LIBOR Page as of 11:00 a.m. London time, on the applicable Interest Determination Date.

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

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

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

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ARTICLE V

DELIVERY OF SERIES 2017-B NOTES;

DISTRIBUTIONS; REPORTS TO SERIES 2017-B NOTEHOLDERS

Section 5.01. Delivery and Payment for Series 2017-B Notes.

The Indenture Trustee will execute the Series 2017-B Notes in accordance with Section 2.03 of the Indenture. The Indenture Trustee will deliver the Series 2017-B Notes to or upon the order of the Issuer when so authenticated.

Section 5.02. Distributions.

(a) On each Payment Date, the Paying Agent will distribute to each Series 2017-B Noteholder of record on the related Record Date (other than as provided in Section 11.02 of the Indenture) such Series 2017-B Noteholder’s pro rata share (based on amounts due) of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay interest on the Series 2017-B Notes pursuant to this Indenture Supplement.

(b) On each Payment Date, the Paying Agent will distribute to each Series 2017-B Noteholder of record on the related Record Date (other than as provided in Section 11.02 of the Indenture) such Series 2017-B Noteholder’s pro rata share (based on amounts due) of the amounts held by the Paying Agent that are allocated and available on such Payment Date to pay principal on the Series 2017-B Notes pursuant to this Indenture Supplement.

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

(d) Except as provided in Section 11.02 of the Indenture with respect to a final distribution, distributions to Series 2017-B Noteholders hereunder will be made (i) by wire transfer of immediately available funds to an account designated by the Series 2017-B Noteholders and (ii) without presentation or surrender of any Series 2017-B Notes or the making of any notation thereon.

Section 5.03. Reports and Statements to Series 2017-B Noteholders.

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

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(b) On each Payment Date, the Paying Agent, on behalf of the Indenture Trustee, will deliver to each Series 2017-B Noteholder a copy of each statement or certificate delivered pursuant to paragraph (a).

(c) On or before January 31 of each calendar year, beginning with calendar year 2018, the Paying Agent, on behalf of the Indenture Trustee, will furnish or cause to be furnished to each Person who at any time during the preceding calendar year was a Series 2017-B Noteholder, a statement prepared by the Servicer containing the information that is required to be contained in the statement to Series 2017-B Noteholders, as set forth in paragraph (b) above, aggregated for such calendar year together with other information as is required to be provided by an issuer of indebtedness under the Code. Such obligation of the Servicer will be deemed to have been satisfied to the extent that substantially comparable information is provided by the Paying Agent pursuant to any requirements of the Code as from time to time in effect. Any statement delivered pursuant to this paragraph (c) may be delivered by the Indenture Trustee by electronic transmission so long as the Indenture Trustee shall have provided each Series 2017-B Noteholder with free and open access (if required) to such statement.

(d) Solely with respect to the Series 2017-B Notes, Section 3.06 of the Transfer and Servicing Agreement shall be revised to read “[Reserved]”.

Section 5.04. Tax Treatment.

Each of the parties to this Indenture Supplement hereby severally covenants and agrees, in each case as to itself individually, to treat the Series 2017-B Notes (other than Tax Retained Notes, if any) as indebtedness for applicable United States federal, state, and local income and franchise tax law and for purposes of any other tax imposed on, or measured by, income.

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

The Indenture Trustee shall provide the Issuer and the Servicer (each, a “Nissan Party,” and collectively, the “Nissan Parties”) with (i) notification pursuant to Sections 2.03(b), 2.04(b) and 3.03(b) of the Transfer and Servicing Agreement and Sections 2.02(b) and 2.03(b) of the Receivables Purchase Agreement, as soon as practicable and in any event within ten Business Days, (ii) not later than the tenth day of each calendar month (or, if such day is not a Business Day, the immediately following Business Day), beginning June 12, 2017, a report substantially in the form of Exhibit D with respect to any demands described in clause (i) during the immediately preceding calendar month (or, in the case of the initial notice, since the Closing Date) and (iii) promptly upon the request by a Nissan Party, any information in its possession reasonably requested by a Nissan Party to facilitate compliance by the Nissan Parties with Rule 15Ga-1 under the Exchange Act and Items 1104(e) and 1121(c) of Regulation AB. In no event shall the Indenture Trustee be deemed to be a “securitizer” as defined in Section 15G(a) of the Exchange Act, nor shall it have any responsibility for making any filing required to be made by a securitizer under the Exchange Act or Regulation AB.

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Section 5.06. Tax Forms.

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

ARTICLE VI

SERIES 2017-B EARLY AMORTIZATION EVENTS

Section 6.01. Series 2017-B Early Amortization Events.

If any one of the Early Amortization Events specified in the definition thereof in the Annex of Definitions or any one of the following events occurs with respect to the Series 2017-B Notes:

(i) failure by the Issuer, the Transferor, the Servicer or NMAC (if NMAC is no longer the Servicer), as applicable (a) to make any payment or deposit required by the terms of the Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Indenture or this Indenture Supplement, including but not limited to any Transferor Deposit Amounts, on or before the date occurring ten Business Days after the date such payment or deposit is required to be made, (b) to deliver a Payment Date Statement on the date required under the Transfer and Servicing Agreement, or within the applicable grace period which will not exceed five Business Days, (c) to comply with its covenant not to create any Lien on any Receivable, or (d) to observe or perform in any material respect any other covenants or agreements set forth in the Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Indenture or this Indenture Supplement which failure (in the case of this clause (d)) continues unremedied for a period of 60 days after the date on which notice of such failure requiring the same to be remedied, has been given to the Issuer, the Transferor, the Servicer or NMAC (if NMAC is no longer the Servicer), as applicable, by the Indenture Trustee, or to the Issuer, the Transferor, the Servicer or NMAC (if NMAC is no longer the Servicer), as applicable, and the Indenture Trustee by any Holder of a Series 2017-B Note;

(ii) any representation or warranty made by (x) NMAC, as seller, in the Receivables Purchase Agreement or (y) the Transferor in the Transfer and Servicing Agreement, or any information required to be delivered by NMAC or the Transferor to identify the Accounts, proves to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, has been given to the Issuer, NMAC or the Transferor, as applicable, by the Indenture Trustee, or to the Issuer, NMAC or the Transferor, as applicable, and the Indenture Trustee by any Holder of a Series 2017-B Note and as a result the interests of the Series 2017-B Noteholders are materially and adversely affected; provided, however, that an

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Early Amortization Event pursuant to this clause (ii) will not be deemed to have occurred hereunder if the Transferor has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period in accordance with the provisions of the Transfer and Servicing Agreement;

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

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

(v) on any Payment Date, the Series 2017-B Overcollateralization Amount is reduced to an amount less than the product of (i) the applicable Series 2017-B Overcollateralization Percentage and (ii) the Series 2017-B Initial Principal Amount; provided, that, for the purpose of determining whether an Early Amortization Event has occurred pursuant to this clause (v), any reduction of the Primary Series 2017-B Overcollateralization Amount resulting from Reallocated Principal Collections to pay interest on the Series 2017-B Notes in the event LIBOR is equal to or greater than the Reference Rate upon which interest on the Receivables is calculated on the applicable Interest Determination Date will be considered an Early Amortization Event only if LIBOR remains equal to or greater than such Reference Rate for the next 30 consecutive days following such Interest Determination Date; provided, further that, if the reduction occurs on any Payment Date on which the Series 2017-B Overcollateralization Percentage is increased because the average of the Monthly Payment Rates for the three preceding Collection Periods is less than 35% or the Series 2017-B Overcollateralization Percentage is further increased because the average of the Monthly Payment Rates for the three preceding Collection Periods is less than 30%, then that reduction shall be an Early Amortization Event if the Series 2017-B Overcollateralization Amount remains less than the Required Series 2017-B Overcollateralization Amount for five or more days after the Payment Date on which the Series 2017-B Overcollateralization Percentage increased;

(vi) any Servicer Default that adversely affects in any material respect the interests of any noteholder, or NMAC no longer acts as Servicer under the Transfer and Servicing Agreement;

(vii) on any Determination Date, the average of the Monthly Payment Rates for the three consecutive Collection Periods preceding such Determination Date is less than 25% for a period of at least 5 days after the date on which written notice of such event has been given to the Issuer, NMAC and the Transferor;

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(viii) for three consecutive Determination Dates, the amounts on deposit in the Excess Funding Account on each such Determination Date exceed 30% of the sum of the Invested Amounts of all outstanding Series issued by the Issuer;

(ix) the Series 2017-B Outstanding Principal Amount is not repaid in full on the Series 2017-B Expected Final Payment Date;

(x) the Issuer or the Transferor becomes subject to the requirement that it register as an investment company within the meaning of the Investment Company Act of 1940; or

(xi) the occurrence of an Event of Default with respect to Series 2017-B Notes and the declaration that the Series 2017-B Notes are due and payable pursuant to the Indenture.

then, in the case of any event described in clauses (i), (ii) or (vi) above, an Early Amortization Event with respect to Series 2017-B will be deemed to have occurred only if, after the applicable grace period described in those clauses, if any, either the Indenture Trustee or Series 2017-B Noteholders holding Series 2017-B Notes evidencing more than 50% of the Series 2017-B Outstanding Principal Amount by written notice to the Transferor, NMAC, the Servicer and the Indenture Trustee (if given by Series 2017-B Noteholders), declare that an Early Amortization Event has occurred as of the date of that notice. In the case of any Early Amortization Event described in the definition thereof in the Annex of Definitions or any event described in clause (iii), (iv), (v) or clauses (vii) through (xi) above, an Early Amortization Event with respect to Series 2017-B will be deemed to have occurred without any notice or other action on the part of the Indenture Trustee or the Series 2017-B Noteholders immediately upon the occurrence of that event.

If an Early Amortization Event (other than an Early Amortization Event specified in clause (iii) or (x) above) has occurred and the Accumulation Period has not commenced, and if the Series 2017-B Noteholders holding Series 2017-B Notes evidencing more than 50% of the Series 2017-B Outstanding Principal Amount consent to the recommencement of the Revolving Period and the Rating Agency Condition with respect to the Hired Rating Agencies is satisfied, the related Early Amortization Event shall terminate and the Revolving Period shall recommence. Notwithstanding anything to the contrary herein, if an Early Amortization Event specified in clause (iii) or (x) above has occurred, the Revolving Period shall not recommence under any circumstances.

ARTICLE VII

REDEMPTION OF SERIES 2017-B NOTES;

SERIES FINAL MATURITY; FINAL DISTRIBUTIONS

Section 7.01. Redemption of Series 2017-B Notes.

(a) On any day occurring on or after the date on which the Series 2017-B Outstanding Principal Amount is reduced to 10% or less of the Series 2017-B Initial Principal Amount, the Issuer will have the option to redeem the Series 2017-B Notes, in whole but not in

38

part, at a redemption price equal to (i) if such day is a Payment Date, the Reassignment Amount for such Payment Date or (ii) if such day is not a Payment Date, the Reassignment Amount for the Payment Date following such day.

(b) The Issuer will give the Servicer and the Indenture Trustee reasonable prior written notice of the date on which the Issuer intends to exercise its option to redeem the Series 2017-B Notes. Not later than 5:00 P.M., New York City time, on the Business Day prior to the date on which the Issuer is to redeem the Series 2017-B Notes, the Issuer will deposit into the Collection Account in immediately available funds an amount equal to the excess of the Reassignment Amount over amounts then on deposit in the Collection Account and available to be applied to the payment of the Reassignment Amount. Such redemption option is subject to payment in full of the Reassignment Amount. Following such deposit into the Collection Account in accordance with the foregoing, the Series 2017-B Invested Amount will be reduced to zero and the Series 2017-B Noteholders will have no further interest in the Receivables. The Reassignment Amount will be distributed in the manner set forth in Section 7.02.

Section 7.02. Series Final Maturity.

(a) The amount to be paid by the Transferor with respect to Series 2017-B in connection with reassignment of the Noteholders’ Collateral pursuant to Section 2.03 of the Transfer and Servicing Agreement will be the Reassignment Amount for the first Payment Date following the Collection Period in which the reassignment obligation arises under the Transfer and Servicing Agreement. With respect to the Reassignment Amount deposited into the Collection Account pursuant to Section 2.03 of the Transfer and Servicing Agreement, the Reassignment Amount deposited into the Collection Account pursuant to Section 7.01 hereof and the proceeds from any Foreclosure Remedy pursuant to Section 5.05 of the Indenture, the Indenture Trustee will, in accordance with the written direction of the Servicer, not later than 12:00 noon, New York City time, on the related Payment Date, make distributions of the following amounts (in the priority set forth below and, in each case after giving effect to any deposits and distributions otherwise to be made on such date) in immediately available funds: (A) the Series 2017-B Outstanding Principal Amount on such Payment Date will be distributed to the Paying Agent for payment to the Series 2017-B Noteholders and (B) an amount equal to the sum of (1) Monthly Interest for such Payment Date, (2) any Monthly Interest previously due but not distributed to the Series 2017-B Noteholders on any prior Payment Date and (3) Additional Interest, if any, for such Payment Date and any Additional Interest previously due but not distributed to the Series 2017-B Noteholders on any prior Payment Date will be distributed to the Paying Agent for payment to the Series 2017-B Noteholders.

(b) Notwithstanding anything to the contrary in this Indenture Supplement, the Indenture or the Transfer and Servicing Agreement, all amounts distributed to the Paying Agent pursuant to Section 7.02(a) for payment to the Series 2017-B Noteholders will be deemed distributed in full to the Series 2017-B Noteholders on the date on which such funds are distributed to the Paying Agent pursuant to this Section and will be deemed to be a final distribution pursuant to Section 11.02 of the Indenture.

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Section 7.03. No Defeasance.

The Issuer shall not have the option to be discharged from its obligations with respect of the Series 2017-B Notes as described in Section 11.04 of the Indenture.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

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

Section 8.02. Form of Delivery of Series 2017-B Notes.

(a) The Series 2017-B Notes shall be Global Notes and shall be delivered as provided in Section 2.03 of the Indenture; provided that any Retained Notes shall be issued as Definitive Notes and the holder of such Retained Notes shall be a Note Owner and a Noteholder for all purposes of the Indenture.

Section 8.03. Notices.

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

Section 8.04. Amendments and Waivers.

(a) This Indenture Supplement may be amended by the Transferor, Servicer and the Issuer with the consent of the Indenture Trustee, but without the consent of any of the Series 2017-B Noteholders, to cure any ambiguity, correct or supplement any provision herein that may be inconsistent with any other provision herein, or for any other purpose; provided that (i)(A) the Servicer shall have delivered an Officer’s Certificate to the Indenture Trustee and the Owner Trustee stating that such amendment will not materially and adversely affect any Series 2017-B Noteholder or (B) the Rating Agency Condition with respect to the Hired Rating Agencies shall have been satisfied with respect to such Amendment and (ii) the Issuer shall have received a Required Federal Income Tax Opinion and have delivered a copy to the Indenture Trustee.

If any proposed amendment or supplement described in this Section 8.04(a) would materially and adversely affect any of the rights or obligations of any Certificateholder, as determined by the Servicer and set forth in an Officer’s Certificate delivered by the Servicer to

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the Owner Trustee, the Owner Trustee shall obtain the consent of each Certificateholder prior to the adoption of such amendment or supplement; provided, that no Certificateholder’s consent to any such amendment or supplement shall be unreasonably withheld or delayed, and provided, further, that each Certificateholder’s consent will be deemed to have been given if such Certificateholder does not object in writing within 10 days of receipt of a written request for such consent. Upon receipt of the consent, or deemed consent, of each Certificateholder, the Owner Trustee shall notify the Indenture Trustee of such consent or deemed consent.

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

(i) the holders of notes evidencing a majority of the outstanding Series 2017-B Notes; or

(ii) in the case of any amendment that does not adversely affect the Indenture Trustee or any Series 2017-B Noteholders, the Holders of the Certificates evidencing a majority of the outstanding Certificate balance;

for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture Supplement or of modifying in any manner the rights of those Series 2017-B Noteholders or Certificateholders; provided, however, that no amendment shall:

(x) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Series 2017-B Notes or distributions that are required to be made for the benefit of those Series 2017-B Noteholders or Certificateholders or change the Note Interest Rate or the Specified Reserve Account Balance (except as described above under clause (ii) of subsection (a) above) without the consent of each “adversely affected” Series 2017-B Noteholder or Certificateholder; or

(y) reduce the aforesaid percentage of the outstanding Series or Class of Notes or Certificate Balance of the Certificates which is required to consent to any amendment, without the consent of the holders of all the then outstanding Series 2017-B Notes or Certificates.

An amendment referred to above will be deemed not to adversely affect a Series 2017-B Noteholder if the Rating Agency Condition with respect to the Hired Rating Agencies with respect to such amendment shall have been satisfied. In connection with any amendment referred to in clause (x) above, the Servicer shall deliver an Officer’s Certificate to the Indenture Trustee and the Owner Trustee stating that those Noteholders and Certificateholders whose consents were not obtained were not adversely affected by such amendment.

It shall not be necessary for the consent of the Certificateholders or the Noteholders pursuant to this Section 8.04 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.

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(c) Promptly after the execution of any amendment or consent to this Indenture Supplement, the Servicer shall furnish a copy of such amendment or consent to each Hired Rating Agency.

(d) Prior to the execution of any amendment to this Indenture Supplement, the Owner Trustee and the Indenture Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Owner Trustee and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s or the Indenture Trustee’s, as applicable, own rights, duties or immunities under this Indenture Supplement or otherwise. No amendment to this Indenture Supplement which materially adversely affects the Owner Trustee shall be effective without the prior written consent of the Owner Trustee.

(e) If, at any time and from time to time when the Series 2017-B Notes are outstanding, the Issuer determines that an amendment to this Indenture Supplement is desirable for the Issuer to issue additional Series 2017-B Notes, then the Issuer and the Indenture Trustee may enter into such amendment without obtaining the consent of the Series 2017-B Noteholders; provided, that (a) the Rating Agency Condition with respect to the Hired Agencies has been satisfied, (b) the Issuer has delivered to the Indenture Trustee and the Owner Trustee a Required Federal Income Tax Opinion and (c) the Series 2017-B Invested Amount of the Series 2017-B Notes and all amounts relating to the Series 2017-B Overcollateralization Amount shall be adjusted proportionately.

(f) If, at any time when the Series 2017-B Notes are outstanding, and from time to time the Issuer determines that an amendment to the Indenture is desirable to conform to the Prospectus, then the Issuer and the Indenture Trustee may enter into such amendment without obtaining the consent of the Series 2017-B Noteholders; provided, that (i) the Issuer has delivered notice of such amendment to the Rating Agencies on the date such amendment becomes effective and (ii) the Rating Agency Condition has been satisfied.

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

Section 8.06. Governing Law. THIS INDENTURE SUPPLEMENT AND EACH SERIES 2017-B NOTE ARE TO BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICTS OF LAWS PRINCIPLES.

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

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

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

Section 8.10. Asset Representations Review. If the Status Percentage on any Payment Date exceeds the Status Trigger, then Series 2017-B Noteholders (if the Series 2017-B Notes are represented by Definitive Notes) or Series 2017-B Note Owners (if the Series 2017-B Notes are represented by Book-Entry Notes) holding at least 5% of the principal balance of the Series 2017-B Notes as of the filing of the Form 10-D disclosing that the Status Percentage exceeds the Status Trigger (the “Instituting Noteholders”) may elect to initiate a vote to determine whether the Asset Representations Reviewer should conduct an Asset Review by giving written notice to the Indenture Trustee of their desire to institute such a vote within 90 days after the filing of the Form 10-D disclosing that the Status Percentage exceeds the Status Trigger. If any Instituting Noteholder is not a Series 2017-B Noteholder as reflected on the Note Register, the Indenture Trustee may require such Instituting Noteholder to provide Verification Documents to confirm that the Instituting Noteholder is, in fact, a Series 2017-B Note Owner. If the Instituting Noteholders initiate a vote as described above, the Indenture Trustee shall submit the matter to a vote of all Series 2017-B Noteholders, which shall be through the Clearing Agency if the Series 2017-B Notes are represented by Book-Entry Notes. The Record Date for purposes of determining the identity of Series 2017-B Noteholders or Series 2017-B Note Owners, as applicable, entitled to vote shall be the date of filing of the Form 10-D disclosing that the Status Percentage exceeds the Status Trigger. The vote will remain open until the 150^th day after the filing of the Form 10-D disclosing that the Status Percentage exceeds the Status Trigger. The “Noteholder Direction” shall be deemed to have occurred if Series 2017-B Noteholders representing at least a majority of the voting Series 2017-B Noteholders vote in favor of directing an Asset Review by the Asset Representations Reviewer. Following the completion of the voting process, the next Form 10-D filed by the Transferor will disclose whether or not a Noteholder Direction has occurred. Each of NMAC, the Transferor and the Issuing Entity hereby acknowledges and agrees that it shall reasonably cooperate with the Indenture Trustee to facilitate any vote by the Instituting Noteholders pursuant to terms of this Section 8.10.

Within 5 Business Days of the Review Satisfaction Date, the Indenture Trustee will send a Review Notice to NMAC, the Transferor, the Servicer and the Asset Representations Reviewer.

For the avoidance of doubt, neither the Indenture Trustee nor the Owner Trustee shall be required to (i) determine whether, or give notice to Series 2017-B Noteholders that, a Status Trigger has occurred or (ii) determine which assets are subject to an Asset Review by the Asset Representations Reviewer. For the avoidance of doubt, receipt by the Indenture Trustee of a Review Report shall not constitute actual knowledge or discovery of any breach of a representation or warranty.

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Notwithstanding the preceding clauses of this Section 8.10, a Series 2017-B Noteholder (if the Series 2017-B Notes are represented by Definitive Notes) or Series 2017-B Note Owner (if the Series 2017-B Notes are represented by Book-Entry Notes) need not direct an Asset Review be performed prior to (i) notifying (or directing the Indenture Trustee to notify) NMAC of a breach of the Transferor’s representations and warranties in Section 2.04(a) of the Transfer and Servicing Agreement that would require the Transferor or NMAC to accept reassignment, or purchase, of any Account or the related Receivables, or (ii) referring the matter, at its discretion, to either mediation or arbitration pursuant to Section 8.11 of this Indenture Supplement.

Section 8.11. Dispute Resolution.

(a) If the Transferor, Issuing Entity, an Investor or the Indenture Trustee (acting at the direction of an Investor, in which case the Indenture Trustee shall be entitled to all of the protections of Section 6.03(d) of the Indenture) (the “Requesting Party”) requests that the Transferor or NMAC accept a reassignment, or repurchase, of any Receivables, NMAC will inform the Requesting Party in writing upon a determination by NMAC that a Receivable will be reassigned or repurchased, as applicable, and the Payment Date Statement with respect to the related Collection Period will include disclosure of such reassignment or repurchase. If the request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within 180 days of the receipt of notice of the request by the Servicer, the Requesting Party will have the right to refer the matter, at its discretion, to either mediation or arbitration pursuant to this Section 8.11. A failure of NMAC to inform the Requesting Party that a Receivable subject to a request will be reassigned or repurchased within 180 days of the receipt of the request shall be deemed to be a determination by NMAC that no reassignment or repurchase of that Receivable is required. If the Requesting Party is the Indenture Trustee, the Indenture Trustee will follow the direction of the related Investor or Certificateholder, as applicable, during the mediation or arbitration. Under no circumstances will the Indenture Trustee be liable for any costs, expenses and/or liabilities that could be allocated to the Requesting Party.

(b) The Requesting Party will provide notice in accordance with the provisions of Section 12.04 of the Indenture of its intention to refer the matter to mediation or arbitration, as applicable, to the Servicer, with a copy to the Issuing Entity, the Owner Trustee and the Indenture Trustee. The Servicer agrees that it will participate in the resolution method selected by the Requesting Party. The Servicer shall provide notice to the Transferor, Issuing Entity, the Owner Trustee, and the Indenture Trustee that the Servicer has received a request to mediate or arbitrate a repurchase request. Upon receipt of such notice, the Transferor, the Issuing Entity, the Owner Trustee (acting at the direction of the Certificateholders) and the Indenture Trustee (acting at the direction of Series 2017-B Noteholders or Series 2017-B Note Owners) shall advise the Requesting Party and the Servicer of an intent to join in the mediation or arbitration, which shall result in their being joined as a Requesting Party in the proceeding. A Requesting Party may not initiate a mediation or arbitration pursuant to this Section 8.11 with respect to an Account that is, or has been, the subject of an ongoing or previous mediation or arbitration (whether by that Requesting Party or another Requesting Party) but will have the right to join an existing mediation or arbitration with respect to that Account if the mediation or arbitration has not yet concluded, subject to a determination by the parties to the existing mediation or arbitration that such joinder would not prejudice the rights of the participants to such existing mediation or arbitration or unduly delay such proceeding.

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(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 pursuant to such association’s mediation procedures in effect at such time.

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

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

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

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

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

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

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(iv) By selecting arbitration, the Requesting Party is waiving the right to sue in court, including the right to a trial by jury.

(v) No person may bring a putative or certified class action to arbitration.

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

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

(i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the Requested Parties;

(ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law;

(iii) The details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase request, mediations or arbitration proceedings conducted under this Section 8.11, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except disclosures required by Applicable Law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 8.11) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the Servicer, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party, and except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in connection with any resolution procedure under this Section 8.11, and the Asset Representations Reviewer, if an Asset Review has been conducted), if the disclosing Party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such

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information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosed.

Section 8.12. Preservation of Information; Communications to Noteholders.

(a) A Series 2017-B Noteholder (if the Series 2017-B Notes are represented by Definitive Notes) or a Series 2017-B Note Owner (if the Series 2017-B Notes are represented by Book-Entry Notes) may send a request to the Transferor at any time notifying the Transferor that such Series 2017-B Noteholder or Series 2017-B Note Owner, as applicable, would like to communicate with other Series 2017-B Noteholders or Series 2017-B Note Owners, as applicable, with respect to an exercise of their rights under the terms of the Transaction Documents. If the requesting party is not a Series 2017-B Noteholder as reflected on the Note Register, the Transferor may require that the requesting party provide Verification Documents. Each request must include (i) the name of the requesting Series 2017-B Noteholder or Series 2017-B Note Owner, and (ii) a description of the method by which other Series 2017-B Noteholders or Series 2017-B Note Owners, as applicable, may contact the requesting Series 2017-B Noteholder or Series 2017-B Note Owner. A Series 2017-B Noteholder or Series 2017-B Note Owner, as applicable, that delivers a request under this Section 8.12 will be deemed to have certified to the Issuer and the Servicer that its request to communicate with other Series 2017-B Noteholders or Series 2017-B Note Owners, as applicable, relates solely to a possible exercise of rights under this Indenture or the other Transaction Documents, and will not be used for other purposes. In each monthly distribution report on Form 10-D under the Exchange Act with respect to the Issuer, the Transferor shall include disclosure regarding any request that complies with the requirements of this Section 8.12 received during the related Collection Period from a Series 2017-B Noteholder or Series 2017-B Note Owner to communicate with other Series 2017-B Noteholders or Series 2017-B Note Owners, as applicable, related to the Series 2017-B Noteholders or Series 2017-B Note Owners exercising their rights under the terms of the Transaction Documents. The disclosure in such Form 10-D regarding the request to communicate shall include (w) the name of the investor making the request, (x) the date the request was received, (y) a statement to the effect that the Issuer has received a request from such Series 2017-B Noteholder or Series 2017-B Note Owner, as applicable, stating that such Series 2017-B Noteholder or Series 2017-B Note Owner, as applicable, is interested in communicating with other Series 2017-B Noteholders or Series 2017-B Note Owners, as applicable, with regard to the possible exercise of rights under the Transaction Documents, and (z) a description of the method other Series 2017-B Noteholders or Series 2017-B Note Owners, as applicable, may use to contact the requesting Series 2017-B Noteholder or Series 2017-B Note Owner.

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Section 8.13. No Obligation to Monitor.

(a) The Indenture Trustee shall not be obligated to monitor, supervise or enforce the performance of the Transferor or NMAC under the Transaction Documents, except as otherwise expressly specified herein.

[Signature Page to Follow]

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

NISSAN MASTER OWNER TRUST RECEIVABLES, as Issuer
By:	Wilmington Trust Company, not in its individual capacity, but solely as Owner Trustee
	By:
		Name:
		Title:

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

By:
	Name:
	Title:

Agreed and accepted as of             , 2017

NISSAN MOTOR ACCEPTANCE CORPORATION, as Servicer

By:
	Name:
	Title:

SOLELY WITH RESPECT TO SECTION 5.03(d):

WILMINGTON TRUST COMPANY,
not in its individual capacity, but solely as Owner Trustee

By:
	Name:
	Title:

S-1

EXHIBIT A

FORM OF

SERIES 2017-B NOTE

[UNLESS THIS SERIES 2017-B NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE INDENTURE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY SERIES 2017-B NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]^*

THE OUTSTANDING PRINCIPAL AMOUNT OF THIS SERIES 2017-B NOTE MAY BE REDUCED FROM TIME TO TIME BY DISTRIBUTIONS ON THIS SERIES 2017-B NOTE ALLOCABLE TO PRINCIPAL. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THIS SERIES 2017-B NOTE, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE MAY BE DIFFERENT FROM THE INITIAL PRINCIPAL AMOUNT SHOWN BELOW. ANYONE ACQUIRING THIS SERIES 2017-B NOTE MAY ASCERTAIN THE CURRENT OUTSTANDING PRINCIPAL AMOUNT OF THIS SERIES 2017-B NOTE BY INQUIRY OF THE INDENTURE TRUSTEE. ON THE DATE OF THE INITIAL ISSUANCE OF THIS SERIES 2017-B NOTE, THE INDENTURE TRUSTEE IS U.S. BANK NATIONAL ASSOCIATION.

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

THE HOLDER OF THIS SERIES 2017-B NOTE, BY ACCEPTANCE OF THIS SERIES 2017-B NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREES TO TREAT THE SERIES 2017-B NOTES AS INDEBTEDNESS FOR APPLICABLE UNITED STATES FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY, INCOME.

BY ACQUIRING THIS SERIES 2017-B NOTE (OR ANY INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE (AND IF THE PURCHASER OR TRANSFEREE IS A PLAN (AS DEFINED BELOW), ITS FIDUCIARY) IS DEEMED TO (A) REPRESENT AND WARRANT THAT EITHER (I) SUCH PURCHASER OR TRANSFEREE IS NOT ACQUIRING THIS SERIES 2017-B NOTE (OR INTEREST HEREIN) WITH THE ASSETS

^*  Global Notes only.

Exhibit A-1

OF A PLAN 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, A “BENEFIT PLAN INVESTOR”), OR A PLAN THAT IS SUBJECT TO A LAW THAT IS SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) THE ACQUISITION AND HOLDING OF THIS SERIES 2017-B NOTE (OR INTEREST HEREIN) WILL NOT, IN THE CASE OF A BENEFIT PLAN INVESTOR, GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR, IN THE CASE OF A PLAN THAT IS SUBJECT TO SIMILAR LAW, A VIOLATION OF ANY SIMILAR LAW AND (B) ACKNOWLEDGE AND AGREE THAT THIS SERIES 2017-B NOTE (OR ANY INTEREST HEREIN) MAY NOT BE ACQUIRED BY BENEFIT PLAN INVESTORS OR PLANS THAT ARE SUBJECT TO SIMILAR LAW AT ANY TIME THAT SUCH SERIES 2017-B NOTE IS NOT RATED INVESTMENT GRADE BY A NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION OR THIS SERIES 2017-B 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 TITLE I OF ERISA, A “PLAN” AS DEFINED IN SECTION 4975 OF THE CODE, OR ANY ENTITY OR ACCOUNT DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING.

Exhibit A-2

Registered $[●]

No. R-[●]

NISSAN MASTER OWNER TRUST RECEIVABLES,

SERIES 2017-B NOTE

Nissan Master Owner Trust Receivables (herein referred to as the “Issuer”), a Delaware statutory trust formed by a Trust Agreement dated as of May 13, 2003, as amended and restated by an Amended and Restated Trust Agreement, dated as of October 15, 2003, for value received, hereby promises to pay to [●], or registered assigns, subject to the following provisions, the principal sum of $[●], or such lesser amount, as determined in accordance with the Indenture (referred to herein) and the Indenture Supplement (referred to herein), on the Series 2017-B Final Maturity Date, except as otherwise provided below or in the Indenture Supplement. The Issuer will pay interest on the unpaid principal amount of this Series 2017-B Note at the Note Rate on each Payment Date until the principal amount of this Series 2017-B Note is paid in full. Interest on this Series 2017-B Note will accrue for each Payment Date from and including the most recent Payment Date on which interest has been paid to but excluding such Payment Date or, for the initial Payment Date, from and including the Series 2017-B Issuance Date to but excluding such Payment Date. Interest will be computed as provided in the Indenture Supplement. Principal of this Series 2017-B Note will be paid in the manner specified on the reverse hereof.

The principal of and interest on this Series 2017-B Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

Reference is made to the further provisions of this Series 2017-B Note set forth on the reverse hereof, which will have the same effect as though fully set forth on the face of this Series 2017-B Note.

Unless the certificate of authentication hereon has been executed by or on behalf of the Indenture Trustee, by manual signature, this Series 2017-B Note will not be entitled to any benefit under the Indenture or the Indenture Supplement referred to on the reverse hereof, or be valid for any purpose.

Exhibit A-3

IN WITNESS WHEREOF, the Issuer has caused this Series 2017-B Note to be duly executed.

NISSAN MASTER OWNER TRUST RECEIVABLES, as Issuer

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

By

Name:

Title:

Dated:             , 2017

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

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

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

By

Name:

Title:

Exhibit A-4

NISSAN MASTER OWNER TRUST RECEIVABLES,

SERIES 2017-B NOTE

Summary of Terms and Conditions

This Series 2017-B Note is one of a duly authorized issue of Notes of the Issuer, designated as the Nissan Master Owner Trust Receivables, Series 2017-B Note (the “Series 2017-B Notes”), issued under the Amended and Restated Indenture, dated as of October 15, 2003 (the “Indenture”), between the Issuer and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”), as supplemented by the Series 2017-B Indenture Supplement, dated as of May 15, 2017, (the “Indenture Supplement”), between the Issuer and the Indenture Trustee and representing the right to receive certain payments from the Issuer. The term Indenture, unless the context otherwise requires, refers to the Indenture as supplemented by the Indenture Supplement. The Series 2017-B Notes are subject to all of the terms of the Indenture and the Indenture Supplement. All terms used in this Series 2017-B Note that are defined in the Annex of Definitions relating to the Indenture and the other Transaction Documents or the Indenture Supplement have the meanings assigned to them in or pursuant thereto, as applicable. In the event of any conflict or inconsistency between the Annex of Definitions or the Indenture Supplement, as applicable, and this Series 2017-B Note, the Annex of Definitions or the Indenture Supplement, as applicable, controls.

The Series 2017-B Noteholder, by its acceptance of this Series 2017-B Note, agrees that it will look solely to the property of the Issuer allocated to the payment of this Series 2017-B Note for payment hereunder and that the Indenture Trustee is not liable to the Series 2017-B Noteholders for any amount payable under this Series 2017-B Note or the Indenture or, except as expressly provided in the Indenture, subject to any liability under the Indenture.

This Series 2017-B Note does not purport to summarize the Indenture and reference is made to the Indenture and the Indenture Supplement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Indenture Trustee.

The Series 2017-B Initial Principal Amount is $[●]. The Series 2017-B Outstanding Principal Amount on any date of determination will be an amount equal to (a) the Series 2017-B Initial Principal Amount, minus (b) the aggregate amount of principal payments made to the Series 2017-B Noteholders on or before such date. Payments of principal of the Series 2017-B Notes will be made in accordance with the provisions of the Indenture and the Indenture Supplement.

Subject to the terms and conditions of the Indenture and the Trust Agreement, the Transferor may, from time to time, direct the Owner Trustee, on behalf of the Issuer, to issue one or more new Series of Notes. The Series 2017-B Notes are included in Excess Interest Sharing Group One and Excess Principal Sharing Group One.

On each Payment Date, the Paying Agent will distribute to each Series 2017-B Noteholder of record on the related Record Date (except for the final distribution in respect of this Series 2017-B Note) such Series 2017-B Noteholder’s pro rata share of the amounts held by

Exhibit A-5

the Paying Agent that are allocated and available on such Payment Date to pay interest and principal on the Series 2017-B Notes pursuant to the Indenture Supplement. Except as provided in the Indenture with respect to a final distribution, distributions to the Series 2017-B Noteholders shall be made (i) on the due date thereof, to an account designated by the holder of this Series 2017-B Note, in United States dollars and in immediately available funds and (ii) without presentation or surrender of any Series 2017-B Note or the making of any notation thereon. Final payment of this Series 2017-B Note will be made only upon presentation and surrender of this Series 2017-B Note at the office or agency specified in the notice of final distribution delivered by the Indenture Trustee to the Series 2017-B Noteholders in accordance with the Indenture.

On any day occurring on or after the date on which the Series 2017-B Outstanding Principal Amount is reduced to 10% or less of the Series 2017-B Initial Principal Amount, the Issuer will have the option to redeem the Series 2017-B Notes, at a purchase price equal to (i) if such day is a Payment Date, the Reassignment Amount for such Payment Date or (ii) if such day is not a Payment Date, the Reassignment Amount for the Payment Date following such day.

This Series 2017-B Note does not represent an obligation of, or an interest in, the Transferor, Nissan Motor Acceptance Corporation, Nissan Motor Co., Ltd. or any Affiliate of any of them and is not insured or guaranteed by any governmental agency or instrumentality.

Each Series 2017-B Noteholder, by accepting a Note, hereby covenants and agrees that it will not at any time institute against the Issuer or the Transferor, or join in instituting against the Issuer or the Transferor, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law.

The Issuer, the Transferor, the Indenture Trustee and any agent of the Issuer, Transferor or the Indenture Trustee will treat the person in whose name this Series 2017-B Note is registered as the owner hereof for all purposes, and none of the Issuer, the Transferor, the Indenture Trustee or any agent of the Issuer, Transferor or the Indenture Trustee will be affected by notice to the contrary.

THIS SERIES 2017-B NOTE IS TO BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICTS OF LAWS PRINCIPLES.

ASSIGNMENT

Social Security or other identifying number of assignee                                         

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (name and address of assignee) the within Series 2017–B 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.

Exhibit A-6

Dated:                      ^*

Signature Guaranteed:

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

Exhibit A-7

EXHIBIT B

FORM OF MONTHLY SERVICER’S STATEMENT

[On file with the Servicer]

Exhibit B-1

EXHIBIT C

FORM OF AUTHORIZED OFFICER CERTIFICATE

[Name of Servicer]

NISSAN MASTER OWNER TRUST RECEIVABLES,

SERIES 2017-B

Pursuant to Section 3.04 of the Amended and Restated Transfer and Servicing Agreement, dated as of October 15, 2003 (as in effect on the date hereof, the “Transfer and Servicing Agreement”), among Nissan Wholesale Receivables Corporation II, as transferor (the “Transferor”), Nissan Master Owner Trust Receivables, as issuer (the “Issuer”) and Nissan Motor Acceptance Corporation, as servicer (the “Servicer”) and Section 5.03(a) of the Indenture Supplement, dated as of May 15, 2017 (as in effect on the date hereof, the “Indenture Supplement”) to the Amended and Restated Indenture, dated as of October 15, 2003 (as in effect on the date hereof, the “Base Indenture”; and together with the Indenture Supplement, the “Indenture”), each between the Issuer and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”), the Servicer is required to prepare a Payment Date Statement. The undersigned, a duly Authorized Officer of the Servicer, does hereby certify in this Certificate (this “Certificate”):

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

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

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

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

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

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

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

Exhibit C-1

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

[ ],

as Servicer

By:
	Name:
	Title:

Exhibit C-2

EXHIBIT D

ASSET REPURCHASE DEMAND ACTIVITY REPORT

Reporting Period:                     

☐ Check here if nothing to report.

Transaction	Loan No.	Activity During Period
		Date of Reputed Demand	Party Making Reputed Demand	Date of Withdrawal of Reputed Demand
NMOTR 2017-B

Exhibit D-1

APPENDIX A

REGULATION AB REPRESENTATIONS, WARRANTIES AND COVENANTS

PART I

DEFINED TERMS

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

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

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 and subject to such clarification and interpretation as have been provided by the Commission, including without limitation in the adopting releases Asset-Backed Securities, Securities Act Release No. 33-8518, Securities Exchange Act Release No. 34-50905, 70 Fed. Reg. 1,506, 1,531 (January 7, 2005) and Asset-Backed Securities Disclosure and Registration, Securities Act Release No. 33-9638, Securities Exchange Act Release No. 34-72982, 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.

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

PART II

COMPLIANCE WITH REGULATION AB

Section 2.01. Intent of the Parties; Reasonableness.

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

Neither the Issuer nor the Transferor shall exercise its right to request delivery of information, reports or other performance under these provisions for purposes other than compliance with Regulation AB. Each of the Issuer, the Indenture Trustee, the Transferor and the Servicer acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and the Servicer hereby agrees to reasonably comply with all reasonable requests made by the Issuer (including any of its assignees or designees), the Indenture Trustee or the Transferor, as the case may be, in good faith for delivery of such information or reports,

Appendix A-1

including, without limitation, any Servicer compliance statements and reports, and assessments of compliance and attestation, as may be required under the then-current interpretations of Regulation AB.

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

Appendix A-2

EX-10.1

Exhibit 10.1

ASSET REPRESENTATIONS REVIEW AGREEMENT

among

NISSAN MASTER OWNER TRUST RECEIVABLES,

as Issuer

NISSAN MOTOR ACCEPTANCE CORPORATION,

as Sponsor and Servicer

and

CLAYTON FIXED INCOME SERVICES LLC,

as Asset Representations Reviewer

Dated as of May 15, 2017

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 Assets		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		5
Section 3.7.	Limitations on Review Obligations		5
ARTICLE IV       ASSET REPRESENTATIONS REVIEWER			6
Section 4.1.	Representations and Warranties		6
Section 4.2.	Covenants		7
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		9
Section 4.7.	Delegation of Obligations		9
Section 4.8.	Confidential Information		9
Section 4.9.	Personally Identifiable Information		11
ARTICLE V         RESIGNATION AND REMOVAL; SUCCESSOR ASSET REPRESENTATIONS REVIEWER			13
Section 5.1.	Eligibility Requirements for Asset Representations Reviewer		13
Section 5.2.	Resignation and Removal of Asset Representations Reviewer		13
Section 5.3.	Successor Asset Representations Reviewer		14
Section 5.4.	Merger, Consolidation or Succession		14

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TABLE OF CONTENTS

(continued)

		Page
ARTICLE VI       OTHER AGREEMENTS			14
Section 6.1.	Independence of Asset Representations Reviewer		14
Section 6.2.	No Petition		15
Section 6.3.	Limitation of Liability of Owner Trustee		15
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		17
Section 7.4.	Severability		17
Section 7.5.	Separate Counterparts		17
Section 7.6.	Headings		17
Section 7.7.	Governing Law		17
Section 7.8.	Waivers		18
Schedule A	Representations and Warranties, Review Materials and Tests		A-1

ii

ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of May 15, 2017 (this “Agreement”), among NISSAN MASTER OWNER TRUST RECEIVABLES, a Delaware statutory trust, as Issuer (the “Issuer”), NISSAN MOTOR ACCEPTANCE CORPORATION, a California Corporation (“NMAC”), as Sponsor and Servicer, and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company, as Asset Representations Reviewer (the “Asset Representations Reviewer”).

BACKGROUND

WHEREAS, in the regular course of business, NMAC provides financing to motor vehicle dealers in the NMAC network of dealers for their new, pre-owned and used automobile and light-duty truck inventory.

WHEREAS, in connection with a securitization transaction sponsored by NMAC, NMAC sells receivables arising in designated dealer accounts to Nissan Wholesale Receivables Corporation II (the “Depositor”) who, in turn, sells those receivables to the Issuer.

WHEREAS, the Issuer has granted a security interest in the receivables to U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”), for the benefit of holders of the Issuer’s notes, as security for the notes issued by the Issuer under the Amended and Restated Indenture dated as of October 15, 2003, between the Issuer and the Indenture Trustee.

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 (i) the Series 2017-B Indenture Supplement, dated as of May 15, 2017 (the “Series 2017-B Indenture Supplement”), by and among the Issuer and U.S. Bank National Association, as Indenture Trustee, or (ii) if not defined in the Series 2017-B Indenture Supplement, the Amended and Restated Annex of Definitions, dated as of October 15, 2003 (the “Annex of Definitions”).

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 Asset 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 Asset, 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 MUFG Securities Americas Inc., Mizuho Securities USA LLC, SG Americas Securities, LLC, Lloyds Securities Inc., Scotia Capital (USA) Inc., TD Securities (USA) LLC and Wells Fargo Securities, LLC, each in its capacity as underwriter or representative of the underwriters pursuant to the underwriting agreement, dated as of May 8, 2017, between MUFG Securities Americas Inc., the Issuer, NMAC and the Depositor.

ARTICLE II

ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER

Section 2.1. Engagement; Acceptance. The Issuer engages Clayton Fixed Income Services LLC to act as the Asset Representations Reviewer for the Issuer. Clayton Fixed Income Services LLC 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

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with the representations and warranties under the Transaction Documents, except as described in this Agreement, or (b) determining whether noncompliance with the representations or warranties constitutes a breach of the Transaction Documents.

ARTICLE III

ASSET REPRESENTATIONS REVIEW PROCESS

Section 3.1. Review Notices. On receipt of a Review Notice from the Indenture Trustee according to Section 8.10 of the Series 2017-B Indenture Supplement, 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 Assets. Within ten (10) 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 Assets.

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 Assets within ten (10) Business 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 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 servicer’s records relating to such Receivables are located or (iv) in another manner agreed by the Servicer and the Asset Representations Reviewer. So long as all information in the Review Materials necessary for the Asset Representations Reviewer to complete the Asset Review remains intact and unchanged, the Servicer may redact or remove from the Review Materials (i) any PII and/or (ii) any confidential corporate information not relevant to the Tests.

(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 20 days before completing the Review, and the Servicer will have 15 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 15 days, the parties agree that the Subject Asset 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 Asset 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 Asset, 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”).

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(b) Review Period. The Asset Representations Reviewer will complete the Asset Review of all of the Subject Assets within sixty (60) 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 Asset Review period will be extended for an additional thirty (30) days.

(c) Completion of Review for Certain Subject Assets. Following the delivery of the list of the Subject Assets and before the delivery of the Review Report by the Asset Representations Reviewer, the Servicer may notify the Asset Representations Reviewer if a Subject Asset has been paid in full by the Dealer or reassigned to, or purchased by, the Depositor or NMAC according to the Transaction Documents. On receipt of notice, the Asset Representations Reviewer will immediately terminate all Tests of such Receivable and the Review of such Receivable will be considered complete (a “Test Complete”). In this case, the Review Report will indicate a Test Complete for the Receivable and the related reason.

(d) Previously Reviewed Receivable. If any Subject Asset was included in a prior Asset Review (the “Prior Review”), the Asset Representations Reviewer will perform Tests on such Subject Asset only if the Asset Representations Reviewer has reason to believe that the Prior Review was conducted in a manner that would not have ascertained compliance with one or more of the representations and warranties set forth on Schedule A hereto; otherwise, the Asset Representations Reviewer will include in the Review Report for the Asset Review the results of the Tests with respect to such Subject Asset from the Prior Review.

(e) Termination of Review. If an Asset Review is in process and the Series 2017-B Notes will be paid in full on the next Payment Date, the Servicer will notify the Asset Representations Reviewer and the Indenture Trustee no less than ten (10) days before that Payment 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 Asset whether there was a Test Pass or a Test Fail for each Test, or whether the Subject Asset was a Test Complete and the related reason. The Review Report will include the findings and conclusions of the Asset Representations Reviewer with respect to the Asset Review and will 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 Series 2017-B Notes and (ii) one year after the delivery of the Review Report. The Asset Representations Reviewer will have no obligation to respond to questions or

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requests for clarification from Series 2017-B 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 8.11(a) of the Series 2017-B Indenture Supplement, 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 8.11(c) of the Series 2017-B Indenture Supplement. If not paid by a party to the dispute resolution, the expenses will be reimbursed by the Issuer according to Section 4.3(a).

Section 3.7. Limitations on Review Obligations.

(a) Review Process Limitations. The Asset Representations Reviewer will have no obligation:

(i) to determine whether a Status Trigger has occurred or whether the required percentage of Series 2017-B Noteholders has voted to direct an Asset Review under the Series 2017-B Indenture Supplement, 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 Assets 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 Transaction Documents or otherwise to enforce any remedies against any Person for breaches of representations or warranties about the Subject Assets; 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 Asset or to provide any information other than a Review Report indicating for each Subject Asset whether there was a Test Pass or a Test Fail for each Test, or whether the Subject Asset was a Test Complete and the related reason. However, the Asset Representations Reviewer may provide additional information about any Subject Asset that it determines in good faith to be material to the Review.

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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 limited liability company in good standing under the laws of Delaware. The Asset Representations Reviewer is qualified as a foreign limited liability company 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.

(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.

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(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.

(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 Asset 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 $7,500 (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 up to $250 for each Subject Asset for which the Asset Review was started (the “Review Fee”). However, no Review Fee will be charged for any Subject Asset which was included in a prior Asset Review (unless such Subject Asset is subjected to Tests in such additional Asset Review as described in Section 3.4(d)) 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 4.04(a) of the Series 2017-B Indenture Supplement.

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(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 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 Payment Date pursuant to Section 4.04(a) of the Series 2017-B Indenture Supplement.

(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 4.04(a) of the Series 2017-B Indenture Supplement; provided, that prior to such payment pursuant to the Series 2017-B Indenture Supplement, 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 4.04(a) of the Series 2017-B Indenture Supplement, 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 an 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

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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 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 Transaction 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 Assets 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.

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(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 Assets 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 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.

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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), 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.

(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

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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.

(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.

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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 Accounts or 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 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 Series 2017-B Noteholders evidencing a majority of the aggregate Outstanding Amount of the Series 2017-B 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. The Depositor will report any resignation or removal of the Asset Representations Reviewer, or any appointment of a successor Asset Representations Reviewer, in the Issuer’s Form 10-D report related to the Collection Period in which such resignation, removal or appointment took place.

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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.

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.

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Section 6.2. No Petition. Each party hereto, by entering into this Agreement, hereby covenants and agrees that it will not (and, to the fullest extent permitted by applicable law, the Indenture Trustee shall not have the power to) at any time institute against, or join any other Person in instituting against the Depositor or the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding or other Proceeding under any federal or state bankruptcy or similar law.

Section 6.3. Limitation of Liability of Owner Trustee. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust Company (the “Bank”), not individually or personally but solely as trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by the Bank but is made and intended for the purpose for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on the Bank, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, and (d) under no circumstances shall the Bank be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any related document. Each of the parties hereto acknowledges that the Bank has not made any independent investigation into the facts or matters stated in the representations and warranties and covenants given by the Issuer in this 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 Series 2017-B Notes and the satisfaction and discharge of the Series 2017-B Indenture Supplement and (b) the date the Issuer is terminated under the Trust Agreement.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1. Amendments.

(a) This Agreement may be amended by the parties hereto without the consent of any of the Series 2017-B Noteholders, to cure any ambiguity, correct or supplement any provision herein that may be inconsistent with any other provision herein, or for any other purpose; provided that (A) the Servicer shall have delivered an Officer’s Certificate to the Indenture Trustee and the Owner Trustee stating that such amendment will not materially and adversely affect any Series 2017-B Noteholder or (B) the Rating Agency Condition with respect to the Hired Rating Agencies shall have been satisfied with respect to such amendment.

If any proposed amendment or supplement described in this Section 7.1 would materially and adversely affect any of the rights or obligations of any Certificateholder, the Owner Trustee

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shall obtain the consent of each Certificateholder prior to the adoption of such amendment or supplement; provided, that no Certificateholder’s consent to any such amendment or supplement shall be unreasonably withheld or delayed, and provided, further, that each Certificateholder’s consent will be deemed to have been given if such Certificateholder does not object in writing within 10 days of receipt of a written request for such consent.

(b) This Agreement may also be amended from time to time by the parties hereto with the consent of:

(i) the holders of Series 2017-B Notes evidencing a majority of the outstanding Series 2017-B Notes; or

(ii) in the case of any amendment that does not adversely affect Series 2017-B Noteholders, the Certificateholders evidencing a majority of the outstanding Certificate balance;

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 those Series 2017-B Noteholders or Certificateholders.

An amendment referred to above will be deemed not to adversely affect a Series 2017-B Noteholder if the Rating Agency Condition with respect to the Hired Rating Agencies with respect to such amendment shall have been satisfied.

It shall not be necessary for the consent of the Certificateholders or the Noteholders pursuant to this Section 7.1 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.

(c) Promptly after the execution of any such amendment or consent, the Servicer shall furnish written notification of the substance of such amendment or consent to each Hired 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 and communications hereunder 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 telecopier or electronically by email (if an email address is provided), and addressed in each case as follows: (a) in the case of the Sponsor or the Servicer, to Nissan Motor Acceptance Corporation, One Nissan Way, Franklin, Tennessee, 37067, Attention: Treasurer, (b) in the case of the Issuer or the Owner Trustee, to Nissan Master Owner Trust Receivables, c/o Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, Attention: Nissan Master Owner Trust Receivables, (c) in the case of the Indenture Trustee, to 190 South LaSalle Street, 7^th Floor,

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Chicago, Illinois 60603, Attention: NMOTR 2017-B, (d) in the case of Moody’s, to Moody’s Investors Service, Inc., ABS Monitoring Department, 7 World Trade Center, 250 Greenwich Street, New York, New York 10007, (e) in the case of Fitch, to Fitch Ratings, 33 Whitehall Street, New York, New York, 10004, Attention: Asset-Backed Securities Group, and (f) in the case of the Asset Representations Reviewer, to Clayton Fixed Income Services LLC, 1700 Lincoln Street, Suite 2600, Denver, CO 80203, Attention: SVP Surveillance, with a copy to Clayton Fixed Income Services LLC, 100 Beard Sawmill Road, Suite 200, Shelton, CT 06484, Attention: General Counsel, or, at such other address as shall be designated by any of the foregoing in a written notice to the other parties hereto.

(a) 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 Series 2017-B Notes; provided, however, any demand, notice or communication to be delivered hereunder or under any other Transaction Document 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 Series 2017-B 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 Series 2017-B 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. If any one or more of the covenants, agreement, 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.

Section 7.5. Separate Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

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 CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

17

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.

[Remainder of Page Left Blank]

18

EXECUTED BY:

NISSAN MASTER OWNER TRUST RECEIVABLES, as Issuer
By:	WILMINGTON TRUST COMPANY, not in
	its individual capacity,
	but solely as Owner Trustee
By:
	Name:
	Title:
NISSAN MOTOR ACCEPTANCE CORPORATION, as Servicer
By:
	Name:
	Title:
CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer
By:
	Name:
	Title:

[Signature Page to Asset Representations Review Agreement]

Schedule A

Representations and Warranties, Review Materials and Tests

“Eligible Account” means a floorplan financing account established by NMAC pursuant to a Floorplan Financing Agreement that, as of the date on which eligibility is determined:

Representation and Warranty

(1) is in existence and maintained and serviced by NMAC;

Review Materials

Wholesale Financing and Security Agreement (“WFSA”)

NMAC Floorplan Financing Account System (Shaw or any successor system used by NMAC)

Tests

i) Review the WFSA and confirm it was signed by the Dealer

ii) Observe the Dealer name for the related Account within the NMAC Floorplan Financing Account System and confirm it matches the Dealer name on the WFSA

iii) Review the related Account for the related Dealer and confirm the Account was active as of the Cut-off Date, or related Addition Date, if applicable

iv) If steps (i) through (iii) are confirmed, then Test Pass

A-1

“Eligible Account” means a floorplan financing account established by NMAC pursuant to a Floorplan Financing Agreement that, as of the date on which eligibility is determined:

Representation and Warranty

(2) is in favor of a Dealer franchised by NNA or other Manufacturer to sell New Vehicles;

Review Materials

Dealer Sales and Service Agreement

WFSA

Tests

i) Review the Dealer Sales and Service Agreement and confirm it contains language authorizing the Dealer to sell New Vehicles manufactured by Nissan or another Manufacturer

ii) Review the WFSA and confirm it creates a financing account for the relevant Dealer

iii) If steps (i) and (ii) are confirmed, then Test Pass

A-2

“Eligible Account” means a floorplan financing account established by NMAC pursuant to a Floorplan Financing Agreement that, as of the date on which eligibility is determined:

Representation and Warranty

(3) has been underwritten and audited by NMAC in accordance with its Floorplan Financing Guidelines and meets all the requirements of such guidelines;

Review Materials

WFSA

WFSA Template in effect as of the relevant date

Tests

i) Review the WFSA and confirm the executed contract conforms to the WFSA Template

ii) If the executed contract does not conform to the WFSA Template, confirm NMAC has a process in place for negotiation and approval of WFSAs that do not conform to the WFSA Template

iii) If step (i) or (ii) is confirmed, then Test Pass

A-3

“Eligible Account” means a floorplan financing account established by NMAC pursuant to a Floorplan Financing Agreement that, as of the date on which eligibility is determined:

Representation and Warranty

(4) is covered by insurance in the manner required by the Floorplan Financing Guidelines;

Review Materials

Dealer Insurance Monthly Report

Certificate of Insurance

Floorplan Financing Guidelines (form Agreement to Furnish Insurance or any successor floorplan insurance guidelines)

Tests

i) Review the Dealer Insurance Monthly Report and/or the Certificate of Insurance and confirm the related Account is insured in accordance with the Floorplan Financing Guidelines

ii) If step (i) is confirmed, then Test Pass

A-4

“Eligible Account” means a floorplan financing account established by NMAC pursuant to a Floorplan Financing Agreement that, as of the date on which eligibility is determined:

Representation and Warranty

(5) is in favor of a Dealer whose principal showroom is located in the United States of America and in the geographical regions specified in the applicable Sales and Service Agreement;

Review Materials

Dealer Sales and Service Agreement and any Addendum thereto

Tests

i) Review the Dealer Sales and Service Agreement and any Addendum thereto and confirm the related Dealer’s address is located in the United States of America

ii) If the Dealer Sales and Service Agreement including any Addendum thereto requires the principal showroom to be located within a specified geographical region, confirm the Dealer’s address is located within the related specified geographical region

iii) If steps (i) and (ii) are confirmed, then Test Pass

A-5

“Eligible Account” means a floorplan financing account established by NMAC pursuant to a Floorplan Financing Agreement that, as of the date on which eligibility is determined:

Representation and Warranty

(6) is in favor of a Dealer in which NNA or any of its affiliates does not have an equity investment equal to or exceeding 5% as determined by the Servicer on a quarterly basis;

Review Materials

Dealer Sales and Service Agreement and any Addendum thereto

Tests

i) Review the Dealer Sales and Service Agreement and any Addendum thereto and confirm there is no representation or notation to the effect that NNA or any of its affiliates have an equity investment equal to or exceeding 5% as of the Cut-off Date or related Addition Date

ii) If step (i) is confirmed, then Test Pass

A-6

“Eligible Account” means a floorplan financing account established by NMAC pursuant to a Floorplan Financing Agreement that, as of the date on which eligibility is determined:

Representation and Warranty

(7) is in favor of a Dealer that is not classified by the Servicer as in “Status” (or other comparable classification) for any reason as of the date on which eligibility is initially determined or at the end of the prior month under the Floorplan Financing Agreement or under any other lender floorplan program; and

Review Materials

Workout Monthly Activity Report

Tests

i) Review Workout Monthly Activity Report and confirm the related Account for the related Dealer was not reported as in “Status” or any additional prohibited classification as of the Cut-off Date or related Addition Date

ii) If step (i) is confirmed, then Test Pass

A-7

“Eligible Account” means a floorplan financing account established by NMAC pursuant to a Floorplan Financing Agreement that, as of the date on which eligibility is determined:

Representation and Warranty

(8) is an account as to which no material amounts have been charged off as uncollectible at any time within the previous two years.

Review Materials

Monthly Charge-off Report

Tests

i) Review the Nissan ABS accounting Monthly Charge-off detail report and confirm there have been no material amounts charged off as uncollectible at any time within the previous two years of the Cut-off Date or related Addition Date

ii) If step (i) is confirmed, then Test Pass

A-8

“Eligible Receivable” means a Receivable that:

Representation and Warranty

(1) was originated by NMAC or acquired by NMAC from one of its affiliates in the ordinary course of business (and if acquired by NMAC from a third party, the Rating Agency Condition has been satisfied);

Review Materials

WFSA

Dealer Account Assignment Agreement or similar document in the case of NMAC acquisition of account from third party

Rating Agency correspondence file in the case of NMAC acquisition of account from third party

Tests

i) If the dealer account was originated by NMAC, review the WFSA and confirm that the Dealer related to the Receivable is a borrower thereunder

ii) If related receivable was acquired by NMAC from a third party, review the Dealer Account Assignment Agreement and confirm executed by NMAC and third party

iii) If the Receivable was acquired by NMAC from a third party, review Rating Agency correspondence file to confirm Rating Agencies were notified of proposed addition of third party accounts and a) did not object within 10 business days or b) provided affirmative notification to NMAC that the addition of accounts would not cause a withdrawal or downgrade of ratings of securities issued by Nissan Motor Owner Trust Receivables

iv) If step (i) is confirmed, then Test Pass, or if steps (ii) and (iii) are confirmed, then Test Pass

A-9

“Eligible Receivable” means a Receivable that:

Representation and Warranty

(2) is secured by a perfected first priority interest in the related floorplan financed Vehicle;

Review Materials

Dealer File

UCC Financing Statement

WFSA

Intercreditor or Subordination Agreement (if any noted in Dealer File)

Tests

i) Review the Dealer File and confirm an active UCC financing statement for which NMAC, or an approved variation of the name, is reported as the secured party in first position

ii) Review the WFSA and confirm that it creates a security interest in the Receivable

iii) Review any Intercreditor or Subordination Agreement and confirm that any security interest with respect to such Receivable of a third party creditor that is a party to such agreement is contractually subordinated to the security interest of NMAC in such Receivable

iv) If step (i) is confirmed, then Test Pass. Or, if steps (ii) and (iii) are confirmed, then Test Pass

A-10

“Eligible Receivable” means a Receivable that:

Representation and Warranty

(3) is the subject of a valid transfer and assignment from the Depositor to the Issuer of all the Depositor’s rights and interest in the Receivable, including:

(a) all Related Security;

(b) all related proceeds;

Review Materials

Receivables Purchase Agreement

Transfer and Servicing Agreement

Schedule of Receivables

Addition Notice

Assignment

Tests

i) Review the Receivables Purchase Agreement and confirm it contains terms for a valid sale and assignment from NMAC to the Depositor

ii) Review the Transfer and Servicing Agreement and confirm it contains terms for a valid sale and assignment from the Depositor to the Issuer

iii) Confirm that the related account is included on the Schedule of Receivables; or if it is not included on the Schedule of Receivables, that there is a valid Addition Notice within the Receivable File

iv) Confirm the Receivable File contains a valid assignment confirming transfer of the account from the Depositor to the Issuer

v) If steps (i) through (iv) are confirmed, then Test Pass

A-11

“Eligible Receivable” means a Receivable that:

Representation and Warranty

(4) is created in compliance with all requirements of applicable law and pursuant to the Floorplan Financing Agreement;

Review Materials

WFSA

WFSA template in effect on the relevant date

Tests

i) Review the WFSA and confirm the executed contract conforms to the WFSA Template

ii) If the executed contract does not conform to the WFSA Template, confirm NMAC Legal department has a process in place for negotiation and approval of WFSAs that do not conform to the WFSA Template

iii) If step (i) or (ii) is confirmed, then Test Pass

A-12

“Eligible Receivable” means a Receivable that:

Representation and Warranty

(5) as to which NNA, NMAC and the Depositor, as applicable, have obtained all material consents and governmental authorization required to be obtained by them in connection with:

(a) the creation of the Receivable, the transfer of the Receivables to the Issuer and the pledge of the Receivable to the Indenture Trustee; and

(b) if applicable, NNA’s performance of the related Sales and Service Agreement, NNA’s performance of the related Repurchase Agreement and/or NMAC’s performance of the related Floorplan Financing Agreement;

Review Materials

WFSA

Indenture

Dealer Sales and Service Agreement

NNA licensure list

NMAC licensure list

Receivables Purchase Agreement

Transfer and Servicing Agreement

Repurchase Agreement, if any

UCC Financing statements perfecting transfer of Receivables from NMAC to Depositor and Depositor to Issuer

Tests

i) Confirm that the Indenture, Receivables Purchase Agreement, Transfer and Servicing Agreement and any applicable UCC Financing statement indicate that NNA, NMAC and the Depositor, after transfer, have created and perfected security interest in connection with the creation and transfer of the Receivable

ii) Review the WFSA and confirm that the Dealer has granted a security interest in favor of NMAC

A-13

iii) Review the dealer address in the WFSA and NMAC licensure list to confirm NMAC is licensed to lend in the dealer’s jurisdiction if so required as indicated on NMAC licensure list

iv) Review the NNA licensure list and the Dealer Sales and Service Agreement and Repurchase Agreement (if any) and confirm that NNA is licensed to distribute vehicles in the state(s) in which the Dealer is located, as such state(s) is noted in the Dealer Sales and Service Agreement, if NNA licensure list indicates that a license is required in such state(s)

v) If steps (i) through (iv) are confirmed, then Test Pass

A-14

“Eligible Receivable” means a Receivable that:

Representation

(6) as to which the Issuer will at all times have good and marketable title to the Receivable, free and clear of all liens arising before the Transfer or arising at any time, other than liens permitted under the Transfer and Servicing Agreement;

Review Materials

UCC Financing Statements

Transfer and Servicing Agreement

Indenture

Tests

i) Review the UCC financing statement covering the Receivables sold under the Receivables Purchase Agreement and confirm the Depositor is reported as the secured party in first position

ii) Review the UCC financing statement covering the Receivables sold under the Sale and Servicing Agreement and confirm the Issuer is reported as the secured party in first position

iii) Review the UCC financing statement covering the Receivables pledged under the Indenture and confirm the Indenture Trustee is reported as the secured party in first position

iv) If steps (i) through (iii) are confirmed, then Test Pass

A-15

“Eligible Receivable” means a Receivable that:

Representation and Warranty

(7) if it related to a New Vehicle, is covered by a Repurchase Agreement or other similar agreement from the related Vehicle Manufacturers;

Review Materials

Dealer Summary and Dealer Detail for applicable Receivable

Class Code List

Repurchase Agreement, or non-Nissan equivalent

Tests

i) Review the Dealer Summary and Dealer Detail for applicable Receivable and the Class Code List to confirm whether the Receivable is related to a New Vehicle; if Receivable is not related to a New Vehicle, then Test Pass; if Receivable is related to a New Vehicle, move on to step (ii)

ii) If the Receivable is related to a New Vehicle, confirm there is a Repurchase Agreement or other similar agreement between the related Vehicle Manufacturer and the related Dealer

iii) If step (i) or (ii) is confirmed, then Test Pass

A-16

“Eligible Receivable” means a Receivable that:

Representation and Warranty

(8) will at all times be the legal and assignable payment obligation of the related Dealer, enforceable against the Dealer in accordance with its terms, except as enforceability may be limited by applicable bankruptcy or other similar laws;

Review Materials

WFSA

WFSA Template in effect as of the relevant date

Tests

i) Review the WFSA and confirm the executed contract conforms to the WFSA Template

ii) If the executed contract does not conform to the WFSA Template, confirm NMAC Legal department has a process in place for negotiation and approval of WFSAs that do not conform to the WFSA Template

iii) If step (i) or (ii) is confirmed, then Test Pass.

A-17

“Eligible Receivable” means a Receivable that:

Representation and Warranty

(9) is not subject to any right of rescission, setoff or any other defense of the related Dealer, including defenses arising out of violations of usury laws;

Review Materials

Dealer File

Dealer Detail

Shaw System Screenshots

Tests

i) Confirm there is no notation in the Dealer File, Dealer Detail, or Shaw System Screenshots of a right of rescission or setoff for the related Dealer

ii) Confirm there is no notation in the Dealer File, Dealer Detail, or Shaw System Screenshots of active litigation or attorney involvement for the related Dealer as of the Cut-off Date or related Addition Date

iii) If steps (i) and (ii) are confirmed, then Test Pass

A-18

“Eligible Receivable” means a Receivable that:

Representation and Warranty

(10) as to which NNA, NMAC and the Depositor, as applicable, have satisfied in all material respects all of their obligations relating to each Receivable required to be satisfied by them;

Review Materials

Dealer File

Dealer Detail

Shaw System Screenshots

Tests

i) Review the Dealer File, Dealer Detail, and Shaw System Screenshots and confirm there is no notation of an unperformed material obligation by NNA, NMAC or the Depositor with respect to such Receivable

ii) If step (i) is confirmed, then Test Pass

A-19

“Eligible Receivable” means a Receivable that:

Representation and Warranty

(11) as to which none of NNA, NMAC or the Depositor, as applicable, has taken or failed to take any action which would impair the rights of the Issuer or the Noteholders in the Receivable;

Review Materials

Dealer File

Dealer Detail

Shaw System Screenshots

Tests

i) Confirm the Receivable is listed within the Shaw System Screenshots

ii) Review the Dealer File, Dealer Detail, and Shaw System Screenshots and confirm there is no evidence of any adverse action that would impair the rights of the Issuer or the Noteholders in the Receivable

iii) If steps (i) and (ii) are confirmed, then Test Pass

A-20

“Eligible Receivable” means a Receivable that:

Representation and Warranty

(12) when added to the aggregate principal balance of Receivables arising in the same state, will not result in the aggregate principal balance of Receivables arising in such state exceeding 30% of the aggregate principal balance of Receivables as of the date of transfer (after giving effect thereto);

Review Materials

Dealer Summary and Dealer Detail

Tests

i) Review the state of Dealer’s residence as listed in Dealer Summary and Dealer Detail and any other applicable documents and the related date of transfer and confirm that the aggregate principal balance of Receivables arising from the related state for the related date of transfer does not exceed 30% of the aggregate principal balance of Receivables for the related date of transfer

ii) If step (i) is confirmed, then Test Pass

A-21

“Eligible Receivable” means a Receivable that:

Representation and Warranty

(13) if generated from a Dealer rated “C” or “D” according to the Floorplan Financing Guidelines, when added to the aggregate principal balance of Receivables generated among Dealers rated “C” and “D” according to the Floorplan Financing Guidelines, will not result in the aggregate principal of Receivables generated among such Dealers exceeding 40% of the aggregate principal balance of Receivables as of the date of transfer (after giving effect thereto); and

Review Materials

Dealer Summary and Dealer Detail

Tests

i) Review the Dealer Summary and Dealer Detail for the related Receivable and confirm the Dealer rating is not “C” or “D”

ii) If the Dealer rating for the related Receivable is “C” or “D,” confirm the aggregate principal balance of Receivables generated among all Dealers rated “C” and “D” does not exceed 40% of the aggregate principal balance of Receivables as of the date of transfer

iii) If step (i) or (ii) is confirmed, then Test Pass

A-22

“Eligible Receivable” means a Receivable that:

Representation and Warranty

(14) constitutes either an “account” or “chattel paper,” each as defined in Article 9 of the Uniform Commercial Code as in effect in the applicable jurisdiction.

Review Materials

WFSA

WFSA Template in effect as of the relevant date

Tests

i) Review the WFSA and confirm the executed contract conforms to the WFSA Template

ii) If the executed contract does not conform to the WFSA Template, confirm NMAC Legal department has a process in place for negotiation and approval of WFSAs that do not conform to the WFSA Template.

iii) If step (i) or (ii) is confirmed, then Test Pass

A-23

EX-36.1

Exhibit 36.1

OFFICER’S CERTIFICATE

1. I have reviewed the prospectus, dated May 8, 2017, relating to the Nissan Master Owner Trust Receivables Series 2017-B 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.

[Signature Page Follows]

NMOTR 2017-B

Depositor CEO Certificate

By:	/s/ Mark Kaczynski
Name:	Mark Kaczynski
Title:	Chief Executive Officer of Nissan
	Wholesale Receivables Corporation II
Date:	May 8, 2017

NMOTR 2017-B

Depositor CEO Certificate