NISSAN MASTER OWNER TRUST RECEIVABLES,
$1,000,000,000 ONE-MONTH LIBOR + 0.56% SERIES 2019-A NOTES
March 5, 2019
Merrill Lynch, Pierce, Fenner & Smith Incorporated
as Representative of the
Several Underwriters (the Representative)
One Bryant Park, Floor 11
New York, New York 10036
Dear Ladies and Gentlemen:
1. Introductory. Nissan Master Owner Trust Receivables (the Trust), a Delaware statutory trust, hereby confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (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 $1,000,000,000 aggregate principal amount of one-month LIBOR + 0.56% Nissan Master Owner Trust Receivables, Series 2019-A 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 Base Indenture), between the Trust and U.S. Bank National Association, as indenture trustee (the Indenture Trustee), the Series 2019-A Indenture Supplement, dated as of March 13, 2019 (the Indenture Supplement and, together with the Base Indenture, the Indenture), between the Trust and 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 2019-A 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 2019-A Issuance Date and is still effective as of the date hereof under the Securities Act of 1933,