SERIES 2019-B INDENTURE SUPPLEMENT, dated as of November 25, 2019 (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).
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 2019-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:
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 2019-B Notes, all of the Issuers 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 2019-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 Issuers obligations under the Series 2019-B Notes equally and ratably without prejudice, priority, or distinction between any Series 2019-B Note and any other Series 2019-B Note, (b) the payment of all other sums payable under the Series 2019-B Notes, the Indenture and this Indenture Supplement and (c) the compliance with the terms and conditions of the Series 2019-B Notes, the Indenture and this Indenture Supplement, all as provided herein or therein.