Common use of Owner Trustee Limitation of Liability Clause in Contracts

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. 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/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Assistant Vice President NISSAN WHOLESALE RECEIVABLES CORPORATION II By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Treasurer NISSAN MOTOR ACCEPTANCE CORPORATION By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written: XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Director Acting on behalf of itself and as Representative of the several Underwriters S-2 Nissan 2013-A Underwriting Agreement SCHEDULE 1 Underwriter Principal Amount of 2013-A Notes Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 440,000,000 X.X. Xxxxxx Securities LLC $ 220,000,000 RBC Capital Markets, LLC $ 220,000,000 Barclays Capital Inc. $ 30,000,000 Mitsubishi UFJ Securities (USA), Inc. $ 30,000,000 Mizuho Securities USA Inc. $ 30,000,000 Scotia Capital (USA) Inc. $ 30,000,000 Total $ 1,000,000,000 CONTENTS Clause Page

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. 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/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Assistant Vice President NISSAN WHOLESALE RECEIVABLES CORPORATION II By: /s/ Xxxxxxx Xxxxxxx Xxxx X. Xxxxxx Name: Xxxxxxx Xxxxxxx Xxxx X. Xxxxxx Title: Treasurer NISSAN MOTOR ACCEPTANCE CORPORATION By: /s/ Xxxx Xxxxxxxxx X. Xxxxxx Name: Xxxx Xxxxxxxxx X. Xxxxxx Title: President Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written: XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED BARCLAYS CAPITAL INC. By: /s/ Xxxx X. Xxxxxxxx Xxxxx Xxxxxxxxxxx Name: Xxxx X. Xxxxxxxx Xxxxx Xxxxxxxxxxx Title: Managing Director Acting on behalf of itself and as Representative of the several Underwriters S-2 Nissan 2013-A Underwriting Agreement SCHEDULE 1 Underwriter Principal Amount of 20132012-A Notes Barclays Capital Inc. $ 440,000,000 Citigroup Global Markets Inc. $ 220,000,000 RBC Capital Markets, LLC $ 220,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 440,000,000 X.X. Xxxxxx 20,000,000 Credit Agricole Securities LLC $ 220,000,000 RBC Capital Markets, LLC $ 220,000,000 Barclays Capital (USA) Inc. $ 30,000,000 20,000,000 HSBC Securities (USA) Inc. $ 20,000,000 Mitsubishi UFJ Securities (USA), Inc. $ 30,000,000 Mizuho Securities USA Inc. $ 30,000,000 20,000,000 Scotia Capital (USA) Inc. $ 30,000,000 20,000,000 SG Americas Securities, LLC $ 20,000,000 Total $ 1,000,000,000 CONTENTS Clause PagePage 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 8 5. COVENANTS OF THE DEPOSITOR AND THE TRUST 8 7. CONDITIONS OF THE OBLIGATIONS OF THE UNDERWRITERS 12 8. INDEMNIFICATION AND CONTRIBUTION 16 9. SURVIVAL OF CERTAIN REPRESENTATIONS AND OBLIGATIONS 19 10. FAILURE TO PURCHASE THE NOTES 20 11. NOTICES 20 12. NO BANKRUPTCY PETITION 20 13. SUCCESSORS 21 14. REPRESENTATION OF THE UNDERWRITERS 21 15. REPRESENTATIONS AND WARRANTIES OF UNDERWRITERS 21 16. APPLICABLE LAW 23 17. COUNTERPARTS 23 18. ACKNOWLEDGMENT 23 19. OWNER TRUSTEE LIMITATION OF LIABILITY 23

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 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 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 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. 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/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Assistant Vice President NISSAN WHOLESALE RECEIVABLES CORPORATION II By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Treasurer NISSAN MOTOR ACCEPTANCE CORPORATION By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written: XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED [ ] By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Director Acting on behalf of itself and as Representative of the several Underwriters S-2 Nissan 2013-A Underwriting Agreement SCHEDULE 1 Underwriter Principal Amount of 2013-A Class A[-1] Notes Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated [Principal Amount of Class A-2 Notes] [ ] $ 440,000,000 X.X. Xxxxxx Securities LLC [ ] $ 220,000,000 RBC Capital Markets, LLC [ ] [ ] $ 220,000,000 Barclays Capital Inc. [ ] $ 30,000,000 Mitsubishi UFJ Securities (USA), Inc. [ ] [ ] $ 30,000,000 Mizuho Securities USA Inc. [ ] $ 30,000,000 Scotia Capital (USA) Inc. [ ] [ ] $ 30,000,000 [ ] $ [ ] [ ] $ [ ] $ [ ] [ ] $ [ ] $ [ ] [ ] $ [ ] $ [ ] [ ] $ [ ] $ [ ] Total $ 1,000,000,000 [ ] $ [ ] CONTENTS Clause PagePage 1. INTRODUCTORY 1 2. REPRESENTATIONS AND WARRANTIES OF THE TRUST, THE DEPOSITOR AND NMAC 1 3. PURCHASE, SALE AND DELIVERY OF [OFFERED] NOTES 8 4. OFFERING BY UNDERWRITERS 9 5. COVENANTS OF THE DEPOSITOR AND THE TRUST 9 6. COVENANT OF THE UNDERWRITERS 11 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 [OFFERED] NOTES 20 11. NOTICES 21 12. NO BANKRUPTCY PETITION 21 13. SUCCESSORS 21 14. REPRESENTATION OF THE UNDERWRITERS 21 15. REPRESENTATIONS AND WARRANTIES OF UNDERWRITERS 22 16. APPLICABLE LAW 23 17. COUNTERPARTS 23 18. ACKNOWLEDGMENT 23

Owner Trustee Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Agreement Indenture is executed and delivered by Wilmington Trust Company (“Wilmington Trust”)WSFS, on behalf of the Issuer not individually or personally personally, but solely as owner trustee Owner Trustee of the TrustIssuer under the Trust Agreement, in the exercise of the powers and authority conferred upon and vested in itWSFS as owner trustee under the Trust Agreement, (b) each of the representations, undertakings warranties, undertakings, obligations and agreements herein made on the part of the Trust Issuer is made and intended not as a personal representation, undertaking and undertaking, obligation, warranty or agreement by Wilmington Trust WSFS, but is made and intended for the purpose of binding only the TrustIssuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, WSFS individually or personally, to perform any covenantscovenant or obligation of the Issuer, either expressed or implied, implied contained herein, all personal such liability, if any, being expressly waived by the parties hereto and by any person Person claiming by, through or under the parties hereto, (d) WSFS has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer in this Indenture, and (de) under no circumstances shall Wilmington Trust WSFS be personally liable for the payment of any indebtedness or expenses of the Trust Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement Issuer or any other related document. 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 by WSFS as Owner Trustee By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Assistant Vice President NISSAN WHOLESALE RECEIVABLES CORPORATION II By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Treasurer NISSAN MOTOR ACCEPTANCE CORPORATION By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: President on behalf of the Issuer under this Indenture or the other Transaction Documents. The foregoing Underwriting parties hereto hereby acknowledge and agree that certain duties, rights and obligations of the Issuer hereunder will be exercised performed on behalf of the Issuer by the Administrator pursuant to the Administration Agreement, except to the extent the Owner Trustee is expressly obligated to perform such obligation under the Trust Agreement is or expressly required under applicable law, and hereby confirmed acknowledge and accepted accept the terms of the Trust Agreement as of the date first above written: XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Director Acting on behalf of itself hereof and as Representative (ii) under no circumstances shall the Owner Trustee have any duty or obligation to supervise or monitor the performance of the several Underwriters S-2 Nissan 2013-A Underwriting Agreement SCHEDULE 1 Underwriter Principal Amount Issuer, or to supervise or monitor the performance or to exercise or perform the rights, duties or obligations, of 2013-A Notes Xxxxxxx Lynchthe Custodian, Piercethe Indenture Trustee, Xxxxxx & Xxxxx Incorporated $ 440,000,000 X.X. Xxxxxx the Calculation Agent, the Paying Agent, the Securities LLC $ 220,000,000 RBC Capital MarketsIntermediary, LLC $ 220,000,000 Barclays Capital Inc. $ 30,000,000 Mitsubishi UFJ Securities the Servicer, the Administrator, the Administrative Agent or any other Person (USA), Inc. $ 30,000,000 Mizuho Securities USA Inc. $ 30,000,000 Scotia Capital (USAexcept the Issuer as expressly set forth in the Transaction Documents) Inc. $ 30,000,000 Total $ 1,000,000,000 CONTENTS Clause Pagehereunder.

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. 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/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Assistant Vice President NISSAN WHOLESALE RECEIVABLES CORPORATION II By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Treasurer NISSAN MOTOR ACCEPTANCE CORPORATION By: /s/ Xxxx Xxxxxxxxx Xxxxxxx Xxxxxxx Name: Xxxx Xxxxxxxxx Xxxxxxx Xxxxxxx Title: President Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written: XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED BARCLAYS CAPITAL INC. By: /s/ Xxxx X. Xxxxxxxx Xx Name: Xxxx X. Xxxxxxxx Xx Title: Managing Director Acting on behalf of itself and as Representative of the several Underwriters S-2 Nissan 2013-A Underwriting Agreement SCHEDULE 1 Underwriter Principal Amount of 2013-A Class A-1 Notes Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 440,000,000 X.X. Xxxxxx Securities LLC $ 220,000,000 RBC Capital Markets, LLC $ 220,000,000 Principal Amount of Class A-2 Notes Barclays Capital Inc. $ 30,000,000 242,000,000 $ 154,000,000 Citigroup Global Markets Inc. $ 121,000,000 $ 77,000,000 Mitsubishi UFJ Securities (USA), ) Inc. $ 30,000,000 Mizuho 121,000,000 $ 77,000,000 Credit Agricole Securities USA (USA) Inc. $ 30,000,000 11,000,000 $ 7,000,000 Lloyds Securities Inc. $ 11,000,000 $ 7,000,000 RBS Securities Inc. $ 11,000,000 $ 7,000,000 Scotia Capital (USA) Inc. $ 30,000,000 11,000,000 $ 7,000,000 SMBC Nikko Securities America, Inc. $ 11,000,000 $ 7,000,000 Xxxxx Fargo Securities, LLC. $ 11,000,000 $ 7,000,000 Total $ 1,000,000,000 550,000,000 $ 350,000,000 CONTENTS Clause PagePage 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 8 5. COVENANTS OF THE DEPOSITOR AND THE TRUST 9 6. COVENANT OF THE UNDERWRITERS 11 7. CONDITIONS OF THE OBLIGATIONS OF THE UNDERWRITERS 13 8. INDEMNIFICATION AND CONTRIBUTION 16 9. SURVIVAL OF CERTAIN REPRESENTATIONS AND OBLIGATIONS 20 10. FAILURE TO PURCHASE THE NOTES 20 11. NOTICES 21 12. NO BANKRUPTCY PETITION 21 13. SUCCESSORS 21 14. REPRESENTATION OF THE UNDERWRITERS 21 15. REPRESENTATIONS, WARRANTIES AND COVENANTS OF UNDERWRITERS 21 16. APPLICABLE LAW 23 17. COUNTERPARTS 23 18. ACKNOWLEDGMENT 23 19. OWNER TRUSTEE LIMITATION OF LIABILITY 23

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. 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/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Assistant Vice President NISSAN WHOLESALE RECEIVABLES CORPORATION II By: /s/ Xxxxxxx Xxxxxx X. Xxxxxxx Name: Xxxxxxx Xxxxxx X. Xxxxxxx Title: Treasurer NISSAN MOTOR ACCEPTANCE CORPORATION By: /s/ Xxxx Xxxxxxxxx Xxxxxx X. Xxxxxxx Name: Xxxx Xxxxxxxxx Xxxxxx X. Xxxxxxx Title: President Treasurer The foregoing Underwriting Agreement is hereby xxxxxx confirmed and accepted as of the date first above written: XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED MUFG SECURITIES AMERICAS INC. By: /s/ Xxx Xxxx X. Xxxxxxxx Name: Xxx Xxxx X. Xxxxxxxx Title: Executive Director Acting on behalf of itself and as Representative of the several Underwriters S-2 Nissan 2013-A Underwriting Agreement SCHEDULE 1 Underwriter Principal Amount of 2013Series 2017-A Notes Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated MUFG Securities Americas Inc. $ 440,000,000 X.X. Xxxxxx 226,600,000 Mizuho Securities USA LLC $ 220,000,000 RBC Capital Markets113,300,000 SG Americas Securities, LLC $ 220,000,000 Barclays Capital 113,300,000 Lloyds Securities Inc. $ 30,000,000 Mitsubishi UFJ Securities (USA), Inc. $ 30,000,000 Mizuho Securities USA Inc. $ 30,000,000 15,450,000 Scotia Capital (USA) Inc. $ 30,000,000 15,450,000 TD Securities (USA) LLC $ 15,450,000 Xxxxx Fargo Securities, LLC $ 15,450,000 Total $ 1,000,000,000 515,000,000 CONTENTS Clause PagePage 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 22 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

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. 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/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Assistant Vice President NISSAN WHOLESALE RECEIVABLES CORPORATION II By: /s/ Xxxxxxx Xxxxxxx Xxxx X. Xxxxxx Name: Xxxxxxx Xxxxxxx Xxxx X. Xxxxxx Title: Treasurer NISSAN MOTOR ACCEPTANCE CORPORATION By: /s/ Xxxx Xxxxxxxxx X. Xxxxxx Name: Xxxx Xxxxxxxxx X. Xxxxxx Title: President Treasurer The foregoing Underwriting Agreement is hereby xxxxxx confirmed and accepted as of the date first above written: XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED BARCLAYS CAPITAL INC. By: /s/ Xxxx X. Xxxxxxxx Xxxxx Xxxxxxxxxxx Name: Xxxx X. Xxxxxxxx Xxxxx Xxxxxxxxxxx Title: Managing Director Acting on behalf of itself and as Representative of the several Underwriters S-2 Nissan 2013-A Underwriting Agreement SCHEDULE 1 Underwriter Principal Amount of 20132012-A B Notes Barclays Capital Inc. $ 110,000,000 Citigroup Global Markets Inc. $ 55,000,000 RBC Capital Markets, LLC $ 55,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 440,000,000 X.X. Xxxxxx 5,000,000 Credit Agricole Securities LLC $ 220,000,000 RBC Capital Markets, LLC $ 220,000,000 Barclays Capital (USA) Inc. $ 30,000,000 5,000,000 HSBC Securities (USA) Inc. $ 5,000,000 Mitsubishi UFJ Securities (USA), Inc. $ 30,000,000 Mizuho Securities USA Inc. $ 30,000,000 5,000,000 Scotia Capital (USA) Inc. $ 30,000,000 5,000,000 SG Americas Securities, LLC $ 5,000,000 Total $ 1,000,000,000 250,000,000 CONTENTS Clause Page

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 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 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 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. 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/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Assistant Vice President NISSAN WHOLESALE RECEIVABLES CORPORATION II By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Treasurer NISSAN MOTOR ACCEPTANCE CORPORATION By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written: XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED [ ] By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Director Acting on behalf of itself and as Representative of the several Underwriters S-2 Nissan 2013-A Underwriting Agreement SCHEDULE 1 Underwriter Principal Amount of 201320[ ]-A [ ] Notes Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated [ ] $ 440,000,000 X.X. Xxxxxx Securities LLC [ ] [ ] $ 220,000,000 RBC Capital Markets, LLC [ ] [ ] $ 220,000,000 Barclays Capital Inc. [ ] [ ] $ 30,000,000 Mitsubishi UFJ Securities (USA), Inc. [ ] [ ] $ 30,000,000 Mizuho Securities USA Inc. [ ] [ ] $ 30,000,000 Scotia Capital (USA) Inc. [ ] [ ] $ 30,000,000 [ ] [ ] $ [ ] Total $ 1,000,000,000 [ ] CONTENTS Clause PagePage 1. INTRODUCTORY 1 2. REPRESENTATIONS AND WARRANTIES OF THE TRUST, THE DEPOSITOR AND NMAC 1 3. PURCHASE, SALE AND DELIVERY OF [UNDERWRITTEN] NOTES 7 4. OFFERING BY UNDERWRITERS 7 5. COVENANTS OF THE DEPOSITOR AND THE TRUST 7 6. COVENANT OF THE UNDERWRITERS 9 7. CONDITIONS OF THE OBLIGATIONS OF THE UNDERWRITERS 11 8. INDEMNIFICATION AND CONTRIBUTION 14 9. SURVIVAL OF CERTAIN REPRESENTATIONS AND OBLIGATIONS 17 10. FAILURE TO PURCHASE THE [UNDERWRITTEN] NOTES 17 11. NOTICES 18 12. NO BANKRUPTCY PETITION 18 13. SUCCESSORS 18 14. REPRESENTATION OF THE UNDERWRITERS 18 15. REPRESENTATIONS AND WARRANTIES OF UNDERWRITERS 18 16. APPLICABLE LAW 20 17. COUNTERPARTS 20 18. ACKNOWLEDGMENT 20

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. 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/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Assistant Vice President NISSAN WHOLESALE RECEIVABLES CORPORATION II By: /s/ Xxxxxxx Xxxxxx X. Xxxxxxx Name: Xxxxxxx Xxxxxx X. Xxxxxxx Title: Treasurer NISSAN MOTOR ACCEPTANCE CORPORATION By: /s/ Xxxx Xxxxxxxxx Xxxxxx X. Xxxxxxx Name: Xxxx Xxxxxxxxx Xxxxxx X. Xxxxxxx Title: President Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written: XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED MUFG SECURITIES AMERICAS INC. By: /s/ Xxx Xxxx X. Xxxxxxxx Name: Xxx Xxxx X. Xxxxxxxx Title: Executive Director Acting on behalf of itself and as Representative of the several Underwriters S-2 Nissan 2013-A Underwriting Agreement SCHEDULE 1 Underwriter Principal Amount of 2013Series 2017-A B Notes Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated MUFG Securities Americas Inc. $ 440,000,000 X.X. Xxxxxx 334,400,000 Mizuho Securities USA LLC $ 220,000,000 RBC Capital Markets167,200,000 SG Americas Securities, LLC $ 220,000,000 Barclays Capital 167,200,000 Lloyds Securities Inc. $ 30,000,000 Mitsubishi UFJ Securities (USA), Inc. $ 30,000,000 Mizuho Securities USA Inc. $ 30,000,000 22,800,000 Scotia Capital (USA) Inc. $ 30,000,000 22,800,000 TD Securities (USA) LLC $ 22,800,000 Xxxxx Fargo Securities, LLC $ 22,800,000 Total $ 1,000,000,000 760,000,000 CONTENTS Clause PagePage 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

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. 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/ Xxxxxx X. Xxxxx Xxxxxxxx Name: Xxxxxx X. Xxxxx Xxxxxxxx Title: Assistant Vice President NISSAN WHOLESALE RECEIVABLES CORPORATION II By: /s/ Xxxxxxx Xxxxxxx Xxxxx X. XxXxxxxxx Name: Xxxxxxx Xxxxxxx Xxxxx X. XxXxxxxxx Title: Assistant Treasurer NISSAN MOTOR ACCEPTANCE CORPORATION By: /s/ Xxxx Xxxxxxxxx Xxxxx X. XxXxxxxxx Name: Xxxx Xxxxxxxxx Xxxxx X. XxXxxxxxx Title: President Assistant Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written: XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED BARCLAYS CAPITAL INC. By: /s/ Xxxx X. Xxxxxxxx Xxxxx Name: Xxxx X. Xxxxxxxx Xxxxx Title: Director Acting on behalf of itself and as Representative of the several Underwriters S-2 Nissan 2013-A Underwriting Agreement SCHEDULE 1 Underwriter Principal Amount of 2013-A Class A-1 Notes Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 440,000,000 X.X. Xxxxxx Securities LLC $ 220,000,000 RBC Capital Markets, LLC $ 220,000,000 Principal Amount of Class A-2 Notes Barclays Capital Inc. $ 30,000,000 Mitsubishi UFJ 374,000,000 $ 330,000,000 MUFG Securities Americas Inc. $ 187,000,000 $ 165,000,000 SG Americas Securities, LLC $ 187,000,000 $ 165,000,000 HSBC Securities (USA), ) Inc. $ 30,000,000 Mizuho 20,400,000 $ 18,000,000 Lloyds Securities USA Inc. $ 30,000,000 20,400,000 $ 18,000,000 Scotia Capital (USA) Inc. $ 30,000,000 20,400,000 $ 18,000,000 SMBC Nikko Securities America, Inc. $ 20,400,000 $ 18,000,000 TD Securities (USA) LLC $ 20,400,000 $ 18,000,000 Total $ 1,000,000,000 850,000,000 $ 750,000,000 CONTENTS Clause PagePage 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 11 7. CONDITIONS OF THE OBLIGATIONS OF THE UNDERWRITERS 13 8. INDEMNIFICATION AND CONTRIBUTION 16 9. SURVIVAL OF CERTAIN REPRESENTATIONS AND OBLIGATIONS 20 10. FAILURE TO PURCHASE THE NOTES 20 11. NOTICES 21 12. NO BANKRUPTCY PETITION 21 13. SUCCESSORS 21 14. REPRESENTATION OF THE UNDERWRITERS 21 15. REPRESENTATIONS, WARRANTIES AND COVENANTS OF UNDERWRITERS 21 16. APPLICABLE LAW 23 17. COUNTERPARTS 23 18. ACKNOWLEDGMENT 23

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 Savings Fund Society, FSB (“Wilmington TrustWSFS”), not individually or personally but solely as owner trustee of the TrustIssuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, warranties, undertakings and agreements herein made on the part of the Trust Issuer is made and intended not as a personal representationrepresentations, undertaking warranties, undertakings and agreement agreements by Wilmington Trust WSFS but is made and intended for the purpose of binding only the TrustIssuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, WSFS individually or personally, to perform any covenants, covenant either expressed or implied, implied contained herein, all personal such liability, if any, being expressly waived by the parties hereto and by any person Person claiming by, through or under the parties hereto, and (d) WSFS has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Indenture, (e) under no circumstances shall Wilmington Trust WSFS be personally liable for the payment of any indebtedness indebtedness, purchase price, indemnities or expenses of the Trust Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust Issuer under this Agreement or any other related documentdocuments and (f) WSFS shall have the rights, indemnities, privileges, and immunities hereunder as are set forth in the trust agreement of the Issuer. If Accepted and agreed to on the foregoing is in accordance with your understandingdate first above written: BARCLAYS BANK PLC, 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 as Committed Purchaser By: WILMINGTON /s/ Xxxxxxxxx Xxxxxxxxx Name: Xxxxxxxxx Xxxxxxxxx Title: Director SHEFFIELD RECEIVABLES COMPANY LLC, as Conduit Purchaser By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Director [SIGNATURES CONTINUE] [Signature page to the PMT ISSUER TRUST COMPANY– FHLMC SAF Variable Funding Note Purchase Agreement] BARCLAYS BANK PLC, as Administrative Agent and Conduit Administrative Agent By: /s/ Xxxxxxxxx Xxxxxxxxx Name: Xxxxxxxxx Xxxxxxxxx Title: Director [SIGNATURES CONTINUE] [Signature page to the PMT ISSUER TRUST – FHLMC SAF Variable Funding Note Purchase Agreement] ACKNOWLEDGED AND AGREED TO BY: CITIBANK, N.A., as Indenture Trustee By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Senior Trust Officer [Signature page to the PMT ISSUER TRUST – FHLMC SAF Variable Funding Note Purchase Agreement] PENNYMAC CORP., as Servicer and as Administrator By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Senior Managing Director and Treasurer [SIGNATURES CONTINUE] [Signature page to the PMT ISSUER TRUST – FHLMC SAF Variable Funding Note Purchase Agreement] PMT ISSUER TRUST – FHLMC SAF, as Issuer By: Wilmington Savings Fund Society, FSB, not in its individual capacity but solely as Owner Trustee By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Assistant Vice President NISSAN WHOLESALE RECEIVABLES CORPORATION II By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Treasurer NISSAN MOTOR ACCEPTANCE CORPORATION By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written: XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxx X. Xxxxxxxx Xxxxxxx Name: Xxxx X. Xxxxxxxx Xxxxxxx Title: Vice President [Signature page to the PMT ISSUER TRUST – FHLMC SAF Variable Funding Note Purchase Agreement] PMT SAF FUNDING, LLC, as Depositor By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Senior Managing Director Acting on behalf of itself and as Representative of Treasurer [Signature page to the several Underwriters S-2 Nissan 2013-A Underwriting Agreement SCHEDULE 1 Underwriter Principal Amount of 2013-A Notes Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 440,000,000 X.X. Xxxxxx Securities LLC $ 220,000,000 RBC Capital Markets, LLC $ 220,000,000 Barclays Capital Inc. $ 30,000,000 Mitsubishi UFJ Securities (USA), Inc. $ 30,000,000 Mizuho Securities USA Inc. $ 30,000,000 Scotia Capital (USA) Inc. $ 30,000,000 Total $ 1,000,000,000 CONTENTS Clause PagePMT ISSUER TRUST – FHLMC SAF Variable Funding Note Purchase Agreement]