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Exhibit 10.1

NISSAN MASTER OWNER TRUST RECEIVABLES

SECOND AGREEMENT OF MODIFICATION TO TRANSACTION DOCUMENTS

This SECOND AGREEMENT OF MODIFICATION TO TRANSACTION DOCUMENTS, dated as of May 23, 2012 (this “ Agreement” ), is by and among the signatories hereto.

RECITALS:

WHEREAS , the parties hereto have entered into the Transaction Documents;

WHEREAS , the parties hereto wish to agree to modify the Transfer and Servicing Agreement pursuant to Section 8.01(b) thereof, the Receivables Purchase Agreement pursuant to Section 7.01(b) thereof, the Indenture pursuant to Section 10.02 thereof and the Trust Agreement pursuant to Section 10.01(c) thereof as of the Effective Date in accordance with the terms and conditions set forth below; and

NOW, THEREFORE , in consideration of the mutual agreements herein contained and other good and valuable consideration, receipt of which is acknowledged, the parties hereto agree as follows:

ARTICLE I

RECITALS AND DEFINITIONS

Section 1.1 Recitals . The foregoing Recitals are hereby incorporated in and made a part of this Agreement.

Section 1.2 Definitions . Capitalized terms used and not defined herein have the respective meanings assigned such terms in the Annex of Definitions attached to the Amended and Restated Transfer and Servicing Agreement, dated as of October 15, 2003 (as amended, modified, supplemented, amended or restated or otherwise modified from time to time, the “ Transfer and Servicing Agreement ”), by and among Nissan Wholesale Receivables Corporation II (“ NWRC II ”), as transferor (the “ Transferor ”), Nissan Master Owner Trust Receivables, as issuer (the “ Issuer ”), and Nissan Motor Acceptance Corporation (“ NMAC ”), as servicer (the “ Servicer ”).

ARTICLE II

MODIFICATIONS

Section 2.1 Agreements With Respect to the Transfer and Servicing Agreement . As of the Effective Date:

(a) Section 2.03(c) of the Transfer and Servicing Agreement shall be modified in its entirety to read as follows:

“Reassignment upon Breach. If any breach of any of the representations and warranties set forth in Section 2.03(a), Section 2.06(f) and Section 2.08(d) has a material adverse


effect on the Noteholders’ Collateral in Receivables transferred to the Issuer by the Transferor, then any of the Owner Trustee, the Indenture Trustee or the Holders of Notes evidencing at least a majority of the Outstanding Principal Amount of all Notes of all outstanding Series, by notice then given in writing to the Transferor (and to the Owner Trustee, the Indenture Trustee, the Servicer and any Series Enhancer if given by the Noteholders), may direct the Transferor to accept reassignment of all the Receivables (or, at the Transferor’s option, redesignation of the Accounts related to such Receivables and reassignment of all Receivables under such Accounts) transferred by it to the Issuer within 30 days of such notice, and the Transferor is obligated to accept such reassignment on the Determination Date immediately succeeding the expiration of such 30-day period on the terms and conditions set forth below; provided, however, that no such reassignment is required to be made if, by the end of such 30-day period, the representations and warranties set forth in Section 2.03(a) are satisfied in all material respects, and any material adverse effect on the Noteholders’ Collateral in Receivables caused by the breach has been cured.

In connection with any reassignment pursuant to this Section, the Transferor will deposit into the Collection Account in immediately available funds on the Business Day preceding the Payment Date on which such reassignment obligation arises, in payment for such reassignment, an amount equal to the sum of the Reassignment Amounts with respect to each outstanding Series in the related Indenture Supplement. Notwithstanding anything to the contrary in this Agreement, such deposited amount will be distributed to the Noteholders on such Payment Date in accordance with the Indenture and each Indenture Supplement in payment of their Notes. The Owner Trustee will execute such documents and instruments of transfer or assignment and take such other actions as are reasonably requested by the Transferor to effect the conveyance of such Receivables (or, at the Transferor’s option, the redesignation of the Accounts related to such Receivables and conveyance of all Receivables under such Accounts) pursuant to this Section. If the Owner Trustee, the Indenture Trustee or the Noteholders give notice directing the Transferor to accept reassignment of all the Receivables (or, at the Transferor’s option, redesignation of the Accounts related to such Receivables and reassignment of all Receivables under such Accounts) transferred by the Transferor as provided above, the obligation of the Transferor to accept such reassignment and make the required deposit into the Collection Account pursuant to this Section constitutes the sole remedy with respect to an event of the type specified in the first sentence of this Section 2.03(c) available to the Noteholders (or the Owner Trustee, any Series Enhancer or the Indenture Trustee on behalf of the Noteholders).”

(b) Section 2.04(c) of the Transfer and Servicing Agreement shall be modified in its entirety to read as follows:

“Reassignment upon Breach. If any representation or warranty under Section 2.04(a) is not true and correct as of the date specified therein and such breach has a material adverse effect on a Receivable, then, within 30 days of the earlier to occur of the discovery of any such breach by the Transferor, or receipt by the Transferor of written notice of any such breach given by the Owner Trustee, the Indenture Trustee, the Servicer or any Series Enhancers, the Transferor will accept reassignment of such Receivable (or,

 

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at the Transferor’s option, redesignation of the Account related to such Receivable and reassignment of all Receivables under such Account) on the Determination Date immediately succeeding the expiration of such 30-day period on the terms and conditions set forth in the next succeeding paragraph; provided, however, that no such reassignment will be required to be made if, by the end of such 30-day period, the representations and warranties set forth in Section 2.04(a) are then true and correct in all material respects and any material adverse effect caused by the breach has been cured.

In connection with any reassignment of a Receivable pursuant to this Section, the Transferor will direct the Servicer to deduct, subject to the next sentence, the principal amount of such Receivable from the Pool Balance on or before the end of the Collection Period in which such reassignment obligation arises. If such deduction would cause the Adjusted Pool Balance to fall below the Required Participation Amount, then (i) pursuant to Section 2.06, the Transferor shall designate additional Eligible Accounts as Additional Accounts, such that the Adjusted Pool Balance exceeds the Required Participation Amount, or (ii) the Transferor shall deposit into the Excess Funding Account in immediately available funds the Transferor Deposit Amount; provided, however, that if the Transferor fails to transfer such Receivable (or, at the Transferor’s option, redesignate the Account related to such Receivable and transfer all Receivables under such Account) and Related Security arising in connection with such Additional Accounts, or if the related Transferor Deposit Amount is not deposited as required by this sentence, then the principal amount of such Receivable will not be deducted from the Pool Balance for purposes of determining whether the Adjusted Pool Balance has fallen below the Required Participation Amount and collections in respect of such Receivable will continue to be included in Interest Collections and Principal Collections. Upon reassignment of any such Receivable (or, at the Transferor’s option, redesignation of the Account related to such Receivable and reassignment of all Receivables under such Account), but only after the transfer by the Transferor of Receivables or redesignation of Accounts and transfer of all Receivables under such Accounts, as applicable, and Related Security with respect to Additional Accounts or payment by the Transferor of the Transferor Deposit Amount, if any, the Issuer will automatically and without further action be deemed to transfer, assign, set over and otherwise convey to the Transferor, without recourse, representation or warranty, all the right, title and interest of the Issuer in and to such Receivable, all Related Security and all moneys due or to become due with respect thereto and all proceeds thereof. The Owner Trustee will execute such documents and instruments of transfer or assignment and take such other actions as are reasonably requested by the Transferor to effect the conveyance of such Receivable (or, at the Transferor’s option, the redesignation of the Account related to such Receivable and the conveyance of all Receivables under such Account) pursuant to this Section. The obligation of the Transferor to accept reassignment of any such Receivable and to pay any related Transferor Deposit Amount constitutes the sole remedy with respect to the event of the type specified in the first sentence of this Section 2.04(c) available to the Noteholders (or the Owner Trustee, any Series Enhancer or the Indenture Trustee on behalf of the Noteholders).”

(c) Section 2.08(a) of the Transfer and Servicing Agreement shall be modified in its entirety to read as follows:

 

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“On any date, the Transferor has the right to redesignate any Eligible Accounts as Redesignated Accounts and thereby either (x) repurchase from the Issuer the outstanding related Receivables (or, at the Transferor’s option, redesignate the Accounts related to such Receivables and repurchase all Receivables under such Accounts) and all Related Security in connecti


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