Common use of Application of Amounts in Trust Accounts Clause in Contracts

Application of Amounts in Trust Accounts. (a) On each Distribution Date when the Administrator or one of its Affiliates is not the sole Certificateholder, the Paying Agent shall distribute to the Certificateholders amounts on deposit in the Certificate Distribution Account that are distributable to the Certificateholders in accordance with the instructions of the Servicer pursuant to Section 5.06 of the Sale and Servicing Agreement or Section 5.04 of the Indenture, as applicable. Upon the release from the Lien of the Indenture of amounts on deposit in the Collection Account or any other portion of the Owner Trust Estate, the Paying Agent will cause such property to be properly deposited into the Designated Account pursuant to Section 5.01(a) or distributed to the Certificateholders in accordance with the provisions of this Agreement, as the case may be. (b) On each Distribution Date, the Paying Agent (or, if the Indenture Trustee is the Paying Agent with respect to the Certificates, the Indenture Trustee) shall send to each Certificateholder the statement provided to the Paying Agent (or the Indenture Trustee, as applicable) by the Servicer pursuant to Section 5.08 of the Sale and Servicing Agreement with respect to such Distribution Date. (c) In the event that any withholding tax is imposed on the Issuer’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable by the Issuer (but such authorization shall not prevent the Paying Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Paying Agent for any out-of-pocket expenses incurred.

Application of Amounts in Trust Accounts. (a) On For so long as any Notes are outstanding, on each Distribution Date when the Administrator or one of its Affiliates is not the sole CertificateholderPayment Date, the Paying Agent shall distribute Owner Trustee will take reasonable steps to determine that the Certificateholders Servicer has properly delivered the Servicer's Certificate identifying how amounts on deposit in the Certificate Distribution Trust Accounts are to be allocated and distributed and will instruct the Indenture Trustee, or cause the Indenture Trustee to be instructed, to distribute to the Certificateholder the amounts distributable thereto pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 of the Indenture. From and after the date on which the Notes of all Classes have been paid in full, on each Payment Date the Owner Trustee shall distribute to the Certificateholder amounts on deposit in the Collection Account that are distributable to the Certificateholders Certificateholder in accordance with the instructions of the Servicer pursuant to Section 5.06 Sections 5.06(c) and (d) of the Sale and Servicing Agreement or Section 5.04 of the Indenture, as applicableAgreement. Upon the release from the Lien of the Indenture of amounts on deposit in any of the Collection Account Trust Accounts or any other portion of the Owner Trust Estate, the Paying Agent Owner Trustee will cause such property to be properly deposited into Trust Accounts under the Designated Account pursuant to Section 5.01(a) control of the Owner Trustee or distributed to the Certificateholders Certificateholder in accordance with the provisions of this Agreement, as the case may be. (b) On each Distribution Payment Date, the Paying Agent (or, if the Indenture Owner Trustee is the Paying Agent with respect to the Certificates, the Indenture Trustee) shall send to each the Certificateholder the statement provided to the Paying Agent (or the Indenture Trustee, as applicable) Owner Trustee by the Servicer pursuant to Section 5.08 of the Sale and Servicing Agreement with respect to such Distribution Payment Date. (c) In the event that any withholding tax is imposed on the Issuer’s payment Trust's distributions (or allocations of income) to a the Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Owner Trustee and Paying Agent is are hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders Certificateholder sufficient funds for the payment of any tax that is legally payable owed by the Issuer Trust (but such authorization shall not prevent the Paying Agent Owner Trustee from contesting any such tax or the withholding requirement with respect to any such tax in appropriate proceedings, and withholding payment of such tax, proceedings if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a the Certificateholder shall be treated as cash distributed to such the Certificateholder at the time it is withheld by the Issuer Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Paying Agent may Owner Trustee may, in its sole discretion discretion, withhold such amounts in accordance with this paragraph (c). In the event that a the Certificateholder wishes to apply for a refund of any such withholding tax, the Paying Agent Owner Trustee shall reasonably cooperate with such the Certificateholder in making such claim so long as such the Certificateholder agrees to reimburse the Paying Agent Owner Trustee for any out-of-pocket expenses incurredincurred in connection therewith.

Application of Amounts in Trust Accounts. (a) On each Distribution Date when the Administrator or one of its Affiliates is not the sole Certificateholder, the Paying Agent shall distribute to the Certificateholders amounts on deposit in the Certificate Distribution Trust Collection Account that are distributable to the Certificateholders in accordance with the instructions of the Servicer pursuant to Section 5.06 of the Sale and Servicing Agreement or Section 5.04 of the Indenture, as applicableAgreement. Upon the release from the Lien of the Indenture of amounts on deposit in the Collection Account or any other portion of the Owner Trust Estate, the Paying Agent will cause such property to be properly deposited into the Designated Account pursuant to Section 5.01(a) or distributed to the Certificateholders in accordance with the provisions of this Agreement, as the case may be. (b) On each Distribution Date, the Paying Agent Owner Trustee (or, if the Indenture Trustee is the Paying Agent with respect to the Certificates, the Indenture Trustee) shall send to each Certificateholder the statement provided to the Paying Agent Owner Trustee (or the Indenture Trustee, as applicable) by the Servicer pursuant to Section 5.08 of the Sale and Servicing Agreement with respect to such Distribution Date. (c) In the event that any withholding tax is imposed on the IssuerTrust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable by the Issuer Trust (but such authorization shall not prevent the Paying Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Paying Agent for any out-of-pocket expenses incurred.

Application of Amounts in Trust Accounts. (a) On For so long as any Notes are outstanding, on each Distribution Date when the Administrator or one of its Affiliates is not the sole CertificateholderDate, the Paying Agent Indenture Trustee will distribute to Certificateholders, on a pro rata basis, the amounts distributable thereto pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 of the Indenture. From and after the date on which the Notes of all Classes and all payments to the Swap Counterparty have been paid in full, on each Distribution Date, the Owner Trustee shall distribute to the Certificateholders amounts on deposit in the Certificate Distribution Trust Collection Account that are distributable to the Certificateholders in accordance with the instructions of the Servicer pursuant to Section 5.06 of the Sale and Servicing Agreement or Section 5.04 of the Indenture, as applicableAgreement. Upon the release from the Lien of the Indenture of amounts on deposit in the Collection Account or any other portion of the Owner Trust Estate, the Paying Agent Owner Trustee will cause such property to be properly deposited into the Designated Trust Collection Account under the control of the Owner Trustee pursuant to Section 5.01(a) or distributed to the Certificateholders in accordance with the provisions of this Agreement, as the case may be. (b) On each Distribution Date, the Paying Agent (or, if the Indenture Owner Trustee is the Paying Agent with respect to the Certificates, the Indenture Trustee) shall send to each Certificateholder the statement provided to the Paying Agent (or the Indenture Trustee, as applicable) Owner Trustee by the Servicer pursuant to Section 5.08 5.09 of the Sale and Servicing Agreement with respect to such Distribution Date. (c) In the event that any withholding tax is imposed on the IssuerTrust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Paying Agent Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable owed by the Issuer Trust (but such authorization shall not prevent the Paying Agent Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Paying Agent Owner Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Paying Agent Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Paying Agent Owner Trustee for any out-of-pocket expenses incurred. (d) The Trust may, from time to time, at its option, and as directed by the Certificateholders pursuant to Section 6.03 of this Agreement and as provided in Section 5.11 of the Sale and Servicing Agreement, enter into a Currency Swap Agreement with a Currency Swap Counterparty to swap amounts payable to Certificateholders from U.S. dollars to Japanese yen; provided, that (1) at the time the Trust enters into the Currency Swap Agreement, the Rating Agencies have confirmed the then-existing ratings of the Notes, and (2) any payments to the Currency Swap Counterparty (including termination payments) are payable only from amounts that are otherwise payable to the Certificateholders. If the Certificateholders notify the Administrator with respect to the Trust’s election to enter into such a Currency Swap Agreement, the Administrator will prepare all necessary and appropriate documentation and take all of the necessary and appropriate actions to cause the Issuer to enter into such a Currency Swap Agreement on behalf of the Trust. Any payments received by the Issuer from the Currency Swap Counterparty under such a Currency Swap Agreement shall not be deposited in the Collection Account and shall be paid by the Indenture Trustee directly to or to the order of the Certificateholders on the related Distribution Date.

Application of Amounts in Trust Accounts. (a) On For so long as any Notes are outstanding, on each Distribution Date when the Administrator or one of its Affiliates is not the sole CertificateholderPayment Date, the Paying Agent shall distribute Owner Trustee will take reasonable steps to determine that the Certificateholders Servicer has properly delivered the Servicer's Certificate identifying how amounts on deposit in the Certificate Distribution Trust Accounts are to be allocated and distributed and will instruct the Indenture Trustee, or cause the Indenture Trustee to be instructed, to distribute to Certificateholders, on a pro rata basis, the amounts distributable thereto pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 of the Indenture. From and after the date on which the Notes of all Classes have been paid in full, on each Payment Date the Owner Trustee shall distribute to Certificateholders, on a pro rata basis, amounts on deposit in the Collection Account that are distributable to the Certificateholders in accordance with the instructions of the Servicer pursuant to Section 5.06 Sections 5.06(c), (d) and (e) of the Sale and Servicing Agreement or Section 5.04 of the Indenture, as applicableAgreement. Upon the release from the Lien of the Indenture of amounts on deposit in any of the Collection Account Trust Accounts or any other portion of the Owner Trust Estate, the Paying Agent Owner Trustee will cause such property to be properly deposited into Trust Accounts under the Designated Account pursuant to Section 5.01(a) control of the Owner Trustee or distributed to the Certificateholders on a pro rata basis in accordance with the provisions of this Agreement, as the case may be. (b) On each Distribution Payment Date, the Paying Agent (or, if the Indenture Owner Trustee is the Paying Agent with respect to the Certificates, the Indenture Trustee) shall send to each Certificateholder the statement provided to the Paying Agent (or the Indenture Trustee, as applicable) Owner Trustee by the Servicer pursuant to Section 5.08 of the Sale and Servicing Agreement with respect to such Distribution Payment Date. (c) In the event that any withholding tax is imposed on the Issuer’s Trust's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Paying Agent Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable owed by the Issuer Trust (but such authorization shall not prevent the Paying Agent Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a an Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Paying Agent Owner Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Paying Agent Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Paying Agent Owner Trustee for any out-of-pocket expenses incurred.

Application of Amounts in Trust Accounts. (a) On For so long as any Notes are outstanding, on each Distribution Date when the Administrator or one of its Affiliates is not the sole CertificateholderDate, the Paying Agent shall distribute Owner Trustee will take reasonable steps to determine that the Certificateholders Servicer has properly delivered the Servicer's Certificate identifying how amounts on deposit in the Certificate Trust Accounts are to be allocated and distributed and will instruct the Indenture Trustee, or cause the Indenture Trustee to be instructed, to distribute to Certificateholders, on a pro rata basis, the amounts distributable thereto pursuant to Sections 5.06 and 5.07 of the Sale and Servicing Agreement and Section 3.01 of the Indenture. From and after the date on which the Notes of all Classes have been paid in full, on each Distribution Date the Owner Trustee shall distribute to Certificateholders, on a pro rata basis, amounts on deposit in the Collection Account that are distributable to in respect of interest or principal on the Certificateholders Certificates in accordance with the instructions of the Servicer pursuant to Section Sections 5.06 and 5.07 of the Sale and Servicing Agreement or Section 5.04 of the Indenture, as applicableAgreement. Upon the release from the Lien of the Indenture of amounts on deposit in any of the Collection Account Trust Accounts or any other portion of the Owner Trust Estate, the Paying Agent Owner Trustee will cause such property to be properly deposited into Trust Accounts under the Designated Account pursuant to Section 5.01(a) control of the Owner Trustee or distributed to the Certificateholders Certificate Owners on a pro rata basis in accordance with the provisions of this Agreement, as the case may be; provided, however, that the Owner Trustee will distribute amounts released from the Reserve Fund or Yield Maintenance Account as amounts in excess of the Required Reserve Fund Balance or the Yield Maintenance Required Amount, as the case may be, solely to the Depositor, and thereafter neither the Trust, the Owner Trustee, the Indenture Trustee, the Servicer, the Administrator or any Securityholder will have any right, title, interest or claim in or to such property. (b) On each Distribution Date, the Paying Agent (or, if the Indenture Owner Trustee is the Paying Agent with respect to the Certificates, the Indenture Trustee) shall send to each Certificateholder the statement provided to the Paying Agent (or the Indenture Trustee, as applicable) Owner Trustee by the Servicer pursuant to Section 5.08 5.09(a) of the Sale and Servicing Agreement with respect to such Distribution Date. (c) In the event that any withholding tax is imposed on the Issuer’s Trust's payment (or allocations of income) to a Certificateholderan owner, such tax shall reduce the amount otherwise distributable to the Certificateholder Owner in accordance with this Section. The Paying Agent Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders Owners sufficient funds for the payment of any tax that is legally payable owed by the Issuer Trust (but such authorization shall not prevent the Paying Agent Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder an Owner shall be treated as cash distributed to such Certificateholder Owner at the time it is withheld by the Issuer Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Nonnon-U.S. PersonOwner), the Paying Agent Owner Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that a Certificateholder an Owner wishes to apply for a refund of any such withholding tax, the Paying Agent Owner Trustee shall reasonably cooperate with such Certificateholder owner in making such claim so long as such Certificateholder Owner agrees to reimburse the Paying Agent Owner Trustee for any out-of-pocket expenses incurred.

Application of Amounts in Trust Accounts. (a) On each Distribution Date when the Administrator or one of its Affiliates is not the sole Certificateholder, the Paying Agent shall distribute to the Certificateholders amounts on deposit in the Certificate Distribution Account that are distributable to the Certificateholders in accordance with the instructions of the Servicer pursuant to Section 5.06 of the Sale and Servicing Agreement or Section 5.04 of the Indenture, as applicable. Upon the release from the Lien of the Indenture of amounts on deposit in the Collection Account or any other portion of the Owner Trust Estate, the Paying Agent will cause such property to be properly deposited into the Designated Account pursuant to Section 5.01(a) or distributed to the Certificateholders in accordance with the provisions of this Agreement, as the case may be. (b) On each Distribution Date, the Paying Agent (or, if the Indenture Trustee is the Paying Agent with respect to the Certificates, the Indenture Trustee) shall send to each Certificateholder the statement provided to the Paying Agent (or the Indenture Trustee, as applicable) by the Servicer pursuant to Section 5.08 of the Sale and Servicing Agreement with respect to such Distribution Date. (c) In the event that any withholding tax is imposed on the Issuer’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable by the Issuer (but such authorization shall not prevent the Paying Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Paying Agent for any out-of-pocket expenses incurred.. 16 (NAROT 2019-B Amended & Restated Trust Agreement)

Application of Amounts in Trust Accounts. (a) On each Distribution Date when the Administrator or one of its Affiliates is not the sole Certificateholder, the Paying Agent shall distribute to the Certificateholders amounts on deposit in the Certificate Distribution Account that are distributable to the Certificateholders in accordance with the instructions of the Servicer pursuant to Section 5.06 of the Sale and Servicing Agreement or Section 5.04 of the Indenture, as applicable. Upon the release from the Lien of the Indenture of amounts on deposit in the Collection Account or any other portion of the Owner Trust Estate, the Paying Agent will cause such property to be properly deposited into the Designated Account pursuant to Section 5.01(a) or distributed to the Certificateholders in accordance with the provisions of this Agreement, as the case may be. (b) On each Distribution Date, the Paying Agent (or, if the Indenture Trustee is the Paying Agent with respect to the Certificates, the Indenture Trustee) shall send to each Certificateholder the statement provided to the Paying Agent (or the Indenture Trustee, as applicable) by the Servicer pursuant to Section 5.08 of the Sale and Servicing Agreement with respect to such Distribution Date. (c) In the event that any withholding tax is imposed on the Issuer’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable by the Issuer (but such authorization shall not prevent the Paying Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Paying Agent for any out-of-pocket expenses incurred.. 15 (Nissan 2017-A Amended & Restated Trust Agreement)

Application of Amounts in Trust Accounts. (a) On each Distribution Date when the Administrator or one of its Affiliates is not the sole Certificateholder, the Paying Agent shall distribute to the Certificateholders amounts on deposit in the Certificate Distribution Account that are distributable to the Certificateholders in accordance with the instructions of the Servicer pursuant to Section 5.06 of the Sale and Servicing Agreement or Section 5.04 of the Indenture, as applicable. Upon the release from the Lien of the Indenture of amounts on deposit in the Collection Account or any other portion of the Owner Trust Estate, the Paying Agent will cause such property to be properly deposited into the Designated Account pursuant to Section 5.01(a) or distributed to the Certificateholders in accordance with the provisions of this Agreement, as the case may be. (b) On each Distribution Date, the Paying Agent (or, if the Indenture Trustee is the Paying Agent with respect to the Certificates, the Indenture Trustee) shall send to each Certificateholder the statement provided to the Paying Agent (or the Indenture Trustee, as applicable) by the Servicer pursuant to Section 5.08 of the Sale and Servicing Agreement with respect to such Distribution Date.. 14 (Nissan 2016-A Amended & Restated Trust Agreement) (c) In the event that any withholding tax is imposed on the Issuer’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable by the Issuer (but such authorization shall not prevent the Paying Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Paying Agent for any out-of-pocket expenses incurred.

Application of Amounts in Trust Accounts. (a) On each Distribution Date when the Administrator or one of its Affiliates is not the sole Certificateholder, the Paying Agent shall distribute to the Certificateholders amounts on deposit in the Certificate Distribution Account that are distributable to the Certificateholders in accordance with the instructions of the Servicer pursuant to Section 5.06 of the Sale and Servicing Agreement or Section 5.04 of the Indenture, as applicable. Upon the release from the Lien of the Indenture of amounts on deposit in the Collection Account or any other portion of the Owner Trust Estate, the Paying Agent will cause such property to be properly deposited into the Designated Account pursuant to Section 5.01(a) or distributed to the Certificateholders in accordance with the provisions of this Agreement, as the case may be. (b) On each Distribution Date, the Paying Agent (or, if the Indenture Trustee is the Paying Agent with respect to the Certificates, the Indenture Trustee) shall send to each Certificateholder the statement provided to the Paying Agent (or the Indenture Trustee, as applicable) by the Servicer pursuant to Section 5.08 of the Sale and Servicing Agreement with respect to such Distribution Date. (c) In the event that any withholding tax is imposed on the Issuer’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise 14 (Nissan 2016-C Amended & Restated Trust Agreement) distributable to the Certificateholder in accordance with this Section. The Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable by the Issuer (but such authorization shall not prevent the Paying Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Paying Agent for any out-of-pocket expenses incurred.

Application of Amounts in Trust Accounts. (a) On each Distribution Date when the Administrator or one of its Affiliates is not the sole Certificateholder, the Paying Agent shall distribute to the Certificateholders amounts on deposit in the Certificate Distribution Account that are distributable to the Certificateholders in accordance with the instructions of the Servicer pursuant to Section 5.06 of the Sale and Servicing Agreement or Section 5.04 of the Indenture, as applicable. Upon the release from the Lien of the Indenture of amounts on deposit in the Collection Account or any other portion of the Owner Trust Estate, the Paying Agent will cause such property to be properly deposited into the Designated Account pursuant to Section 5.01(a) or distributed to the Certificateholders in accordance with the provisions of this Agreement, as the case may be. (b) On each Distribution Date, the Paying Agent (or, if the Indenture Trustee is the Paying Agent with respect to the Certificates, the Indenture Trustee) shall send to each Certificateholder the statement provided to the Paying Agent (or the Indenture Trustee, as applicable) by the Servicer pursuant to Section 5.08 of the Sale and Servicing Agreement with respect to such Distribution Date. (c) In the event that any withholding tax is imposed on the Issuer’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable by the Issuer (but such authorization shall not prevent the Paying Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Paying Agent for any out-of-pocket expenses incurred.. 16 (NAROT 2019-C Amended & Restated Trust Agreement)

Application of Amounts in Trust Accounts. (a) On each Distribution Date when the Administrator or one of its Affiliates is not the sole Certificateholder, the Paying Agent shall distribute to the Certificateholders amounts on deposit in the Certificate Distribution Account that are distributable to the Certificateholders in accordance with the instructions of the Servicer pursuant to Section 5.06 of the Sale and Servicing Agreement or Section 5.04 of the Indenture, as applicable. Upon the release from the Lien of the Indenture of amounts on deposit in the Collection Account or any other portion of the Owner Trust Estate, the Paying Agent will cause such property to be properly deposited into the Designated Account pursuant to Section 5.01(a) or distributed to the Certificateholders in accordance with the provisions of this Agreement, as the case may be. (b) On each Distribution Date, the Paying Agent (or, if the Indenture Trustee is the Paying Agent with respect to the Certificates, the Indenture Trustee) shall send to each Certificateholder the statement provided to the Paying Agent (or the Indenture Trustee, as applicable) by the Servicer pursuant to Section 5.08 of the Sale and Servicing Agreement with respect to such Distribution Date. (c) In the event that any withholding tax is imposed on the Issuer’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable by the Issuer (but such authorization shall not prevent the Paying Agent from contesting any such tax in 15 (Nissan 2017-B Amended & Restated Trust Agreement) appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Paying Agent for any out-of-pocket expenses incurred.

Application of Amounts in Trust Accounts. (a) On For so long as any Notes are outstanding, on each Distribution Date when Payment Date, the Administrator or one Indenture Trustee will distribute to the Certificateholders, on a pro rata basis, based on the Percentage Interests thereof, the amounts distributable thereto pursuant to Section 8.03 of its Affiliates is not the sole CertificateholderIndenture. From and after the date on which the Notes of all Classes have been paid in full, the Paying Agent shall distribute to the Certificateholders (i) amounts on deposit in released to the Certificate Distribution Account Trust pursuant to Sections 4.02 and 8.05(b) of the Indenture and (ii) amounts that are distributable to the Certificateholders in accordance with the instructions of the Servicer pursuant to Section 5.06 of the Sale Sections 8.03 and Servicing Agreement or Section 5.04 8.07 of the Indenture, as applicable. Upon the release from the Lien of the Indenture of amounts on deposit in the Collection Account or any other portion of the Owner Trust Estate, the Paying Agent will cause such property to be properly deposited into the Designated Account pursuant to Section 5.01(a) or distributed to the Certificateholders in accordance with the provisions of this Agreement, as the case may be. (b) On each Distribution Payment Date, the Paying Agent (or, if the Indenture Owner Trustee is the Paying Agent with respect to the Certificates, the Indenture Trustee) shall send to each Certificateholder the Certificateholders the statement provided to the Paying Agent (or the Indenture Trustee, as applicable) Owner Trustee by the Servicer pursuant to Section 5.08 8.07 of the Sale and Servicing Agreement Indenture with respect to such Distribution Payment Date. (c) In the event that any withholding tax is imposed on the IssuerTrust’s payment distributions (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder Certificateholders in accordance with this Section. The Owner Trustee and Paying Agent (and the Indenture Trustee, to the extent the Indenture Trustee is then making distributions to Certificateholders) are hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable owed by the Issuer Trust (but such authorization shall not prevent the Paying Agent Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Paying Agent may Owner Trustee may, in its sole discretion discretion, withhold such amounts in accordance with this paragraph (c). In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Paying Agent Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Paying Agent Owner Trustee for any out-of-pocket expenses incurredincurred in connection therewith.

Application of Amounts in Trust Accounts. (a) On For so long as any Notes are outstanding, on each Distribution Date when the Administrator or one of its Affiliates is not the sole CertificateholderPayment Date, the Paying Agent shall distribute Owner Trustee will take reasonable steps to determine that the Certificateholders Servicer has properly delivered the Servicer's Certificate identifying how amounts on deposit in the Certificate Distribution Trust Accounts are to be allocated and distributed and will instruct the Indenture Trustee, or cause the Indenture Trustee to be instructed, to distribute to the Certificateholder the amounts distributable thereto pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 of the Indenture. From and after the date on which the Notes of all Classes have been paid in full, on each Payment Date the Owner Trustee shall distribute to the Certificateholder amounts on deposit in the Collection Account that are distributable to the Certificateholders Certificateholder in accordance with the instructions of the Servicer pursuant to Section 5.06 Sections 5.06(c) and (d) of the Sale and Servicing Agreement or Section 5.04 of the Indenture, as applicableAgreement. Upon the release from the Lien of the Indenture of amounts on deposit in any of the Collection Account Trust Accounts or any other portion of the Owner Trust Estate, the Paying Agent Owner Trustee will cause such property to be properly deposited into Trust Accounts under the Designated Account pursuant to Section 5.01(a) control of the Owner Trustee or distributed to the Certificateholders Certificateholder in accordance with the provisions of this Agreement, as the case may be; provided, however, that the Owner Trustee will distribute amounts released from the Reserve Fund or Yield Maintenance Account as amounts in excess of the Required Reserve Fund Balance or the Yield Maintenance Required Amount, as the case may be, solely to the Depositor, and thereafter neither the Trust, the Owner Trustee, the Indenture Trustee, the Servicer, the Administrator or any Securityholder will have any right, title, interest or claim in or to such property. (b) On each Distribution Payment Date, the Paying Agent (or, if the Indenture Owner Trustee is the Paying Agent with respect to the Certificates, the Indenture Trustee) shall send to each the Certificateholder the statement provided to the Paying Agent (or the Indenture Trustee, as applicable) Owner Trustee by the Servicer pursuant to Section 5.08 of the Sale and Servicing Agreement with respect to such Distribution Payment Date. (c) In the event that any withholding tax is imposed on the Issuer’s payment Trust's distributions (or allocations of income) to a Certificateholderthe [Certificateholder][Owner], such tax shall reduce the amount otherwise distributable to the Certificateholder [Certificateholder][Owner] in accordance with this Section. The Owner Trustee and Paying Agent is are hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders [Certificateholder][Owner] sufficient funds for the payment of any tax that is legally payable owed by the Issuer Trust (but such authorization shall not prevent the Paying Agent Owner Trustee from contesting any such tax or the withholding requirement with respect to any such tax in appropriate proceedings, and withholding payment of such tax, proceedings if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder the [Certificateholder][Owner] shall be treated as cash distributed to such Certificateholder the [Certificateholder][Owner] at the time it is withheld by the Issuer Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Paying Agent may Owner Trustee may, in its sole discretion discretion, withhold such amounts in accordance with this paragraph (c). In the event that a Certificateholder the [Certificateholder][Owner] wishes to apply for a refund of any such withholding tax, the Paying Agent Owner Trustee shall reasonably cooperate with such Certificateholder the [Certificateholder][Owner] in making such claim so long as such Certificateholder the [Certificateholder][Owner] agrees to reimburse the Paying Agent Owner Trustee for any out-of-pocket expenses incurredincurred in connection therewith.

Application of Amounts in Trust Accounts. (a) On each Distribution Date when the Administrator or one of its Affiliates is not the sole Certificateholder, the Paying Agent shall distribute to the Certificateholders amounts on deposit in the Certificate Distribution Account that are distributable to the Certificateholders in accordance with the instructions of the Servicer pursuant to Section 5.06 of the Sale and Servicing Agreement or Section 5.04 of the Indenture, as applicable. Upon the release from the Lien of the Indenture of amounts on deposit in the Collection Account or any other portion of the Owner Trust Estate, the Paying Agent will cause such property to be properly deposited into the Designated Account pursuant to Section 5.01(a) or distributed to the Certificateholders in accordance with the provisions of this Agreement, as the case may be. (b) On each Distribution Date, the Paying Agent (or, if the Indenture Trustee is the Paying Agent with respect to the Certificates, the Indenture Trustee) shall send to each Certificateholder the statement provided to the Paying Agent (or the Indenture Trustee, as applicable) by the Servicer pursuant to Section 5.08 of the Sale and Servicing Agreement with respect to such Distribution Date.. 14 (Nissan 2016-B Amended & Restated Trust Agreement) (c) In the event that any withholding tax is imposed on the Issuer’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable by the Issuer (but such authorization shall not prevent the Paying Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Paying Agent for any out-of-pocket expenses incurred.

Application of Amounts in Trust Accounts. (a) On each Distribution Date when the Administrator or one of its Affiliates is not the sole Certificateholder, the Paying Agent shall distribute to the Certificateholders amounts on deposit in the Certificate Distribution Trust Collection Account that are distributable to the Certificateholders in accordance with the instructions of the Servicer pursuant to Section 5.06 of the Sale and Servicing Agreement or Section 5.04 of the Indenture, as applicableAgreement. Upon the release from the Lien of the Indenture of amounts on deposit in the Collection Account or any other portion of the Owner Trust Estate, the Paying 13 (Nissan 2015-C Amended & Restated Trust Agreement) Agent will cause such property to be properly deposited into the Designated Account pursuant to Section 5.01(a) or distributed to the Certificateholders in accordance with the provisions of this Agreement, as the case may be. (b) On each Distribution Date, the Paying Agent Owner Trustee (or, if the Indenture Trustee is the Paying Agent with respect to the Certificates, the Indenture Trustee) shall send to each Certificateholder the statement provided to the Paying Agent Owner Trustee (or the Indenture Trustee, as applicable) by the Servicer pursuant to Section 5.08 of the Sale and Servicing Agreement with respect to such Distribution Date. (c) In the event that any withholding tax is imposed on the IssuerTrust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable by the Issuer Trust (but such authorization shall not prevent the Paying Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Paying Agent shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Paying Agent for any out-of-pocket expenses incurred.

Application of Amounts in Trust Accounts. (a) On For so long as any Notes are outstanding, on each Distribution Date when the Administrator or one of its Affiliates is not the sole CertificateholderDate, the Paying Agent Indenture Trustee will distribute to Certificateholders, on a pro rata basis, the amounts distributable thereto pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 of the Indenture. From and after the date on which the Notes of all Classes [and all payments to the [Swap Counterparty][Cap Provider]] have been paid in full, on each Distribution Date, the Owner Trustee shall distribute to the Certificateholders amounts on deposit in the Certificate Distribution Trust Collection Account that are distributable to the Certificateholders in accordance with the instructions of the Servicer pursuant to Section 5.06 of the Sale and Servicing Agreement or Section 5.04 of the Indenture, as applicableAgreement. Upon the release from the Lien of the Indenture of amounts on deposit in the Collection Account or any other portion of the Owner Trust Estate, the Paying Agent Owner Trustee will cause such property to be properly deposited into the Designated Trust Collection Account under the control of the Owner Trustee pursuant to Section 5.01(a) or distributed to the Certificateholders in accordance with the provisions of this Agreement, as the case may be. (b) On each Distribution Date, the Paying Agent (or, if the Indenture Owner Trustee is the Paying Agent with respect to the Certificates, the Indenture Trustee) shall send to each Certificateholder the statement provided to the Paying Agent (or the Indenture Trustee, as applicable) Owner Trustee by the Servicer pursuant to Section 5.08 [5.09] of the Sale and Servicing Agreement with respect to such Distribution Date. (c) In the event that any withholding tax is imposed on the IssuerTrust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Paying Agent Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable owed by the Issuer Trust (but such authorization shall not prevent the Paying Agent Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Paying Agent Owner Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Paying Agent Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Paying Agent Owner Trustee for any out-of-pocket expenses incurred. (d) The Trust may, from time to time, at its option, and as directed by the Certificateholders pursuant to Section 6.03 of this Agreement and as provided in Section [5.11] of the Sale and Servicing Agreement, enter into a Currency Swap Agreement with a Currency Swap Counterparty to swap amounts payable to Certificateholders from U.S. dollars to Japanese yen; provided, that (1) at the time the Trust enters into the Currency Swap Agreement, the Rating Agencies have confirmed the then-existing ratings of the Notes, and (2) any payments to the Currency Swap Counterparty (including termination payments) are payable only from amounts that are otherwise payable to the Certificateholders. If the Certificateholders notify the Administrator with respect to the Trust’s election to enter into such a Currency Swap Agreement, the Administrator will prepare all necessary and appropriate documentation and take all of the necessary and appropriate actions to cause the Issuer to enter into such a Currency Swap Agreement on behalf of the Trust. Any payments received by the Issuer from the Currency Swap Counterparty under such a Currency Swap Agreement shall not be deposited in the Collection Account and shall be paid by the Indenture Trustee directly to or to the order of the Certificateholders on the related Distribution Date.

Application of Amounts in Trust Accounts. (a) On For so long as any Notes are outstanding, on each Distribution Date when the Administrator or one of its Affiliates is not the sole CertificateholderDate, the Paying Agent Indenture Trustee will distribute to Certificateholders, on a pro rata basis, the amounts distributable thereto pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 of the Indenture. From and after the date on which the Notes of all Classes have been paid in full, on each (Nissan 2003-A Amended & Restated Trust Agreement) Distribution Date, the Owner Trustee shall distribute to the Certificateholders amounts on deposit in the Certificate Distribution Trust Collection Account that are distributable to the Certificateholders in accordance with the instructions of the Servicer pursuant to Section 5.06 of the Sale and Servicing Agreement or Section 5.04 of the Indenture, as applicableAgreement. Upon the release from the Lien of the Indenture of amounts on deposit in the Collection Account or any other portion of the Owner Trust Estate, the Paying Agent Owner Trustee will cause such property to be properly deposited into the Designated Trust Collection Account under the control of the Owner Trustee pursuant to Section 5.01(a) or distributed to the Certificateholders in accordance with the provisions of this Agreement, as the case may be. (b) On each Distribution Date, the Paying Agent (or, if the Indenture Owner Trustee is the Paying Agent with respect to the Certificates, the Indenture Trustee) shall send to each Certificateholder the statement provided to the Paying Agent (or the Indenture Trustee, as applicable) Owner Trustee by the Servicer pursuant to Section 5.08 5.09 of the Sale and Servicing Agreement with respect to such Distribution Date. (c) In the event that any withholding tax is imposed on the Issuer’s Trust's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Paying Agent Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable owed by the Issuer Trust (but such authorization shall not prevent the Paying Agent Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Paying Agent Owner Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Paying Agent Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Paying Agent Owner Trustee for any out-of-pocket expenses incurred. (d) The Trust may, from time to time, at its option, and as directed by the Certificateholders pursuant to Section 6.03 of this Agreement and as provided in Section 5.11 of the Sale and Servicing Agreement, enter into a currency Swap Agreement with a Swap Counterparty to swap amounts payable to Certificateholders from U.S. dollars to Japanese yen; provided, that (1) at the time the Trust enters into the Swap Agreement, the rating agencies have confirmed the then-existing ratings of the Notes, and (2) any payments to the Swap Counterparty (including termination payments) are payable only from amounts that are otherwise payable to the Certificateholders. If the Certificateholders notify the Administrator with respect to the Trust's election to enter into such a Swap Agreement, the Administrator will prepare all necessary and appropriate documentation and take all of the necessary and appropriate actions to cause the Issuer to enter into such a Swap Agreement on behalf of the Trust. Any payments received by the Issuer from the Swap Counterparty under such a Swap Agreement shall not be deposited in the Collection Account and shall be paid by the Indenture Trustee directly to or to the order of the Certificateholders on the related Distribution Date. (Nissan 2003-A Amended & Restated Trust Agreement)

Application of Amounts in Trust Accounts. (a) On For so long as any Notes are outstanding, on each Distribution Date when the Administrator or one of its Affiliates is not the sole CertificateholderDate, the Paying Agent Indenture Trustee will distribute to Certificateholders, on a pro rata basis, the amounts distributable thereto pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 of the Indenture. (Nissan 2005-A Amended & Restated Trust Agreement) From and after the date on which the Notes of all Classes have been paid in full, on each Distribution Date, the Owner Trustee shall distribute to the Certificateholders amounts on deposit in the Certificate Distribution Trust Collection Account that are distributable to the Certificateholders in accordance with the instructions of the Servicer pursuant to Section 5.06 of the Sale and Servicing Agreement or Section 5.04 of the Indenture, as applicableAgreement. Upon the release from the Lien of the Indenture of amounts on deposit in the Collection Account or any other portion of the Owner Trust Estate, the Paying Agent Owner Trustee will cause such property to be properly deposited into the Designated Trust Collection Account under the control of the Owner Trustee pursuant to Section 5.01(a) or distributed to the Certificateholders in accordance with the provisions of this Agreement, as the case may be. (b) On each Distribution Date, the Paying Agent (or, if the Indenture Owner Trustee is the Paying Agent with respect to the Certificates, the Indenture Trustee) shall send to each Certificateholder the statement provided to the Paying Agent (or the Indenture Trustee, as applicable) Owner Trustee by the Servicer pursuant to Section 5.08 5.09 of the Sale and Servicing Agreement with respect to such Distribution Date. (c) In the event that any withholding tax is imposed on the Issuer’s Trust's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Paying Agent Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable owed by the Issuer Trust (but such authorization shall not prevent the Paying Agent Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Paying Agent Owner Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Paying Agent Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Paying Agent Owner Trustee for any out-of-pocket expenses incurred. (d) The Trust may, from time to time, at its option, and as directed by the Certificateholders pursuant to Section 6.03 of this Agreement and as provided in Section 5.11 of the Sale and Servicing Agreement, enter into a currency Swap Agreement with a Swap Counterparty to swap amounts payable to Certificateholders from U.S. dollars to Japanese yen; provided, that (1) at the time the Trust enters into the Swap Agreement, the Rating Agencies have confirmed the then-existing ratings of the Notes, and (2) any payments to the Swap Counterparty (including termination payments) are payable only from amounts that are otherwise payable to the Certificateholders. If the Certificateholders notify the Administrator with respect to the Trust's election to enter into such a Swap Agreement, the Administrator will prepare all necessary and appropriate documentation and take all of the necessary and appropriate actions to cause the Issuer to enter into such a Swap Agreement on behalf of the Trust. Any payments received by the Issuer from the Swap Counterparty under such a Swap Agreement shall not be deposited in the Collection Account and shall be paid by the Indenture Trustee directly to or to the order of the Certificateholders on the related Distribution Date. (Nissan 2005-A Amended & Restated Trust Agreement)

Application of Amounts in Trust Accounts. (a) On For so long as any Notes are outstanding, on each Distribution Date when the Administrator or one of its Affiliates is not the sole CertificateholderPayment Date, the Paying Agent shall distribute Owner Trustee will take reasonable steps to determine that the Certificateholders Servicer has properly delivered the Servicer's Certificate identifying how amounts on deposit in the Certificate Distribution Trust Accounts are to be allocated and distributed and will instruct the Indenture Trustee, or cause the Indenture Trustee to be instructed, to distribute to the Certificateholder the amounts distributable thereto pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 of the Indenture. From and after the date on which the Notes of all Classes have been paid in full, on each Payment Date the Owner Trustee shall distribute to the Certificateholder amounts on deposit in the Collection Account that are distributable to the Certificateholders Certificateholder in accordance with the instructions of the Servicer pursuant to Section 5.06 Sections 5.06(c) and (d) of the Sale and Servicing Agreement or Section 5.04 of the Indenture, as applicableAgreement. Upon the release from the Lien of the Indenture of amounts on deposit in any of the Collection Account Trust Accounts or any other portion of the Owner Trust Estate, the Paying Agent Owner Trustee will cause such property to be properly deposited into Trust Accounts under the Designated Account pursuant to Section 5.01(a) control of the Owner Trustee or distributed to the Certificateholders Certificateholder in accordance with the provisions of this Agreement, as the case may be[; provided, however, that the Owner Trustee will distribute amounts released from the Reserve Fund or Yield Maintenance Account as amounts in excess of the Required Reserve Fund Balance or the Yield Maintenance Required Amount, as the case may be, solely to the Depositor, and thereafter neither the Trust, the Owner Trustee, the Indenture Trustee, the Servicer, the Administrator or any Securityholder will have any right, title, interest or claim in or to such property]. (b) On each Distribution Payment Date, the Paying Agent (or, if the Indenture Owner Trustee is the Paying Agent with respect to the Certificates, the Indenture Trustee) shall send to each the Certificateholder the statement provided to the Paying Agent (or the Indenture Trustee, as applicable) Owner Trustee by the Servicer pursuant to Section 5.08 of the Sale and Servicing Agreement with respect to such Distribution Payment Date. (c) In the event that any withholding tax is imposed on the Issuer’s payment Trust's distributions (or allocations of income) to a Certificateholderthe [Certificateholder][Owner], such tax shall reduce the amount otherwise distributable to the Certificateholder [Certificateholder][Owner] in accordance with this Section. The Owner Trustee and Paying Agent is are hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders [Certificateholder][Owner] sufficient funds for the payment of any tax that is legally payable owed by the Issuer Trust (but such authorization shall not prevent the Paying Agent Owner Trustee from contesting any such tax or the withholding requirement with respect to any such tax in appropriate proceedings, and withholding payment of such tax, proceedings if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder the [Certificateholder][Owner] shall be treated as cash distributed to such Certificateholder the [Certificateholder][Owner] at the time it is withheld by the Issuer Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Paying Agent may Owner Trustee may, in its sole discretion discretion, withhold such amounts in accordance with this paragraph (c). In the event that a Certificateholder the [Certificateholder][Owner] wishes to apply for a refund of any such withholding tax, the Paying Agent Owner Trustee shall reasonably cooperate with such Certificateholder the [Certificateholder][Owner] in making such claim so long as such Certificateholder the [Certificateholder][Owner] agrees to reimburse the Paying Agent Owner Trustee for any out-of-pocket expenses incurredincurred in connection therewith.

Application of Amounts in Trust Accounts. (a) On For so long as any Notes are outstanding, on each Distribution Date when the Administrator or one of its Affiliates is not the sole CertificateholderPayment Date, the Paying Agent shall distribute Owner Trustee will take reasonable steps to determine that the Certificateholders Servicer has properly delivered the Servicer’s Certificate identifying how amounts on deposit in the Certificate Distribution Trust Accounts are to be allocated and distributed and will instruct the Indenture Trustee, or cause the Indenture Trustee to be instructed, to distribute to the Certificateholder the amounts distributable thereto pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 of the Indenture. From and after the date on which the Notes of all Classes have been paid in full, on each Payment Date the Owner Trustee shall distribute to the Certificateholder amounts on deposit in the Collection Account that are distributable to the Certificateholders Certificateholder in accordance with the instructions of the Servicer pursuant to Section 5.06 Sections 5.06(c) and (d) of the Sale and Servicing Agreement or Section 5.04 of the Indenture, as applicableAgreement. Upon the release from the Lien of the Indenture of amounts on deposit in any of the Collection Account Trust Accounts or any other portion of the Owner Trust Estate, the Paying Agent Owner Trustee will cause such property to be properly deposited into Trust Accounts under the Designated Account pursuant to Section 5.01(a) control of the Owner Trustee or distributed to the Certificateholders Certificateholder in accordance with the provisions of this Agreement, as the case may be. (b) On each Distribution Payment Date, the Paying Agent (or, if the Indenture Owner Trustee is the Paying Agent with respect to the Certificates, the Indenture Trustee) shall send to each the Certificateholder the statement provided to the Paying Agent (or the Indenture Trustee, as applicable) Owner Trustee by the Servicer pursuant to Section 5.08 of the Sale and Servicing Agreement with respect to such Distribution Payment Date. (c) In the event that any withholding tax is imposed on the IssuerTrust’s payment distributions (or allocations of income) to a the Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Owner Trustee and Paying Agent is are hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders Certificateholder sufficient funds for the payment of any tax that is legally payable owed by the Issuer Trust (but such authorization shall not prevent the Paying Agent Owner Trustee from contesting any such tax or the withholding requirement with respect to any such tax in appropriate proceedings, and withholding payment of such tax, proceedings if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a the Certificateholder shall be treated as cash distributed to such the Certificateholder at the time it is withheld by the Issuer Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Paying Agent may Owner Trustee may, in its sole discretion discretion, withhold such amounts in accordance with this paragraph (c). In the event that a the Certificateholder wishes to apply for a refund of any such withholding tax, the Paying Agent Owner Trustee shall reasonably cooperate with such the Certificateholder in making such claim so long as such the Certificateholder agrees to reimburse the Paying Agent Owner Trustee for any out-of-pocket expenses incurredincurred in connection therewith.

Application of Amounts in Trust Accounts. (a) On For so long as any Notes are outstanding, on each Distribution Date when the Administrator or one of its Affiliates is not the sole CertificateholderDate, the Paying Agent Indenture Trustee will distribute to Certificateholders, on a pro rata basis, the amounts distributable thereto pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 of the Indenture. From and after the date on which the Notes of all Classes have been paid in full, on each (Nissan 2004-B Amended & Restated Trust Agreement) Distribution Date, the Owner Trustee shall distribute to the Certificateholders amounts on deposit in the Certificate Distribution Trust Collection Account that are distributable to the Certificateholders in accordance with the instructions of the Servicer pursuant to Section 5.06 of the Sale and Servicing Agreement or Section 5.04 of the Indenture, as applicableAgreement. Upon the release from the Lien of the Indenture of amounts on deposit in the Collection Account or any other portion of the Owner Trust Estate, the Paying Agent Owner Trustee will cause such property to be properly deposited into the Designated Trust Collection Account under the control of the Owner Trustee pursuant to Section 5.01(a) or distributed to the Certificateholders in accordance with the provisions of this Agreement, as the case may be. (b) On each Distribution Date, the Paying Agent (or, if the Indenture Owner Trustee is the Paying Agent with respect to the Certificates, the Indenture Trustee) shall send to each Certificateholder the statement provided to the Paying Agent (or the Indenture Trustee, as applicable) Owner Trustee by the Servicer pursuant to Section 5.08 5.09 of the Sale and Servicing Agreement with respect to such Distribution Date. (c) In the event that any withholding tax is imposed on the Issuer’s Trust's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Paying Agent Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable owed by the Issuer Trust (but such authorization shall not prevent the Paying Agent Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Paying Agent Owner Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Paying Agent Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Paying Agent Owner Trustee for any out-of-pocket expenses incurred. (d) The Trust may, from time to time, at its option, and as directed by the Certificateholders pursuant to Section 6.03 of this Agreement and as provided in Section 5.11 of the Sale and Servicing Agreement, enter into a currency Swap Agreement with a Swap Counterparty to swap amounts payable to Certificateholders from U.S. dollars to Japanese yen; provided, that (1) at the time the Trust enters into the Swap Agreement, the rating agencies have confirmed the then-existing ratings of the Notes, and (2) any payments to the Swap Counterparty (including termination payments) are payable only from amounts that are otherwise payable to the Certificateholders. If the Certificateholders notify the Administrator with respect to the Trust's election to enter into such a Swap Agreement, the Administrator will prepare all necessary and appropriate documentation and take all of the necessary and appropriate actions to cause the Issuer to enter into such a Swap Agreement on behalf of the Trust. Any payments received by the Issuer from the Swap Counterparty under such a Swap Agreement shall not be deposited in the Collection Account and shall be paid by the Indenture Trustee directly to or to the order of the Certificateholders on the related Distribution Date. (Nissan 2004-B Amended & Restated Trust Agreement)

Application of Amounts in Trust Accounts. (a) On For so long as any Notes are outstanding, on each Distribution Date when the Administrator or one of its Affiliates is not the sole CertificateholderDate, the Paying Agent Indenture Trustee will distribute to Certificateholders, on a pro rata basis, the amounts distributable thereto pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 of the Indenture. From and after the date on which the Notes of all Classes and all payments to the Swap Counterparty have been paid in full, on each Distribution Date, the Owner Trustee shall distribute to the Certificateholders amounts on deposit in the Certificate Distribution Trust Collection Account that are distributable to the Certificateholders in accordance with the instructions of the Servicer pursuant to Section 5.06 of the Sale and Servicing Agreement or Section 5.04 of the Indenture, as applicableAgreement. Upon the release from the Lien of the Indenture of amounts on deposit in the Collection Account or any other portion of the Owner Trust Estate, the Paying Agent Owner Trustee will cause such property to be properly deposited into the Designated Trust Collection Account under the control of the Owner Trustee pursuant to Section 5.01(a) or distributed to the Certificateholders in accordance with the provisions of this Agreement, as the case may be. (b) On each Distribution Date, the Paying Agent (or, if the Indenture Owner Trustee is the Paying Agent with respect to the Certificates, the Indenture Trustee) shall send to each Certificateholder the statement provided to the Paying Agent (or the Indenture Trustee, as applicable) Owner Trustee by the Servicer pursuant to Section 5.08 5.09 of the Sale and Servicing Agreement with respect to such Distribution Date. (c) In the event that any withholding tax is imposed on the IssuerTrust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Paying Agent Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable owed by the Issuer Trust (but such authorization shall not prevent the Paying Agent Owner Trustee from contesting any such tax in 16 (Nissan 2008-A Amended & Restated Trust Agreement) appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Paying Agent Owner Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Paying Agent Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Paying Agent Owner Trustee for any out-of-pocket expenses incurred. (d) The Trust may, from time to time, at its option, and as directed by the Certificateholders pursuant to Section 6.03 of this Agreement and as provided in Section 5.11 of the Sale and Servicing Agreement, enter into a Currency Swap Agreement with a Currency Swap Counterparty to swap amounts payable to Certificateholders from U.S. dollars to Japanese yen; provided, that (1) at the time the Trust enters into the Currency Swap Agreement, the Rating Agencies have confirmed the then-existing ratings of the Notes, and (2) any payments to the Currency Swap Counterparty (including termination payments) are payable only from amounts that are otherwise payable to the Certificateholders. If the Certificateholders notify the Administrator with respect to the Trust’s election to enter into such a Currency Swap Agreement, the Administrator will prepare all necessary and appropriate documentation and take all of the necessary and appropriate actions to cause the Issuer to enter into such a Currency Swap Agreement on behalf of the Trust. Any payments received by the Issuer from the Currency Swap Counterparty under such a Currency Swap Agreement shall not be deposited in the Collection Account and shall be paid by the Indenture Trustee directly to or to the order of the Certificateholders on the related Distribution Date.

Application of Amounts in Trust Accounts. (a) On For so long as any Notes are outstanding, on each Distribution Date when the Administrator or one of its Affiliates is not the sole CertificateholderDate, the Paying Agent Indenture Trustee will distribute to Certificateholders, on a pro rata basis, the amounts distributable thereto pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 of the Indenture. From and after the date on which the Notes of all Classes have been paid in full, on each (Nissan 2003-B Amended & Restated Trust Agreement) Distribution Date, the Owner Trustee shall distribute to the Certificateholders amounts on deposit in the Certificate Distribution Trust Collection Account that are distributable to the Certificateholders in accordance with the instructions of the Servicer pursuant to Section 5.06 of the Sale and Servicing Agreement or Section 5.04 of the Indenture, as applicableAgreement. Upon the release from the Lien of the Indenture of amounts on deposit in the Collection Account or any other portion of the Owner Trust Estate, the Paying Agent Owner Trustee will cause such property to be properly deposited into the Designated Trust Collection Account under the control of the Owner Trustee pursuant to Section 5.01(a) or distributed to the Certificateholders in accordance with the provisions of this Agreement, as the case may be. (b) On each Distribution Date, the Paying Agent (or, if the Indenture Owner Trustee is the Paying Agent with respect to the Certificates, the Indenture Trustee) shall send to each Certificateholder the statement provided to the Paying Agent (or the Indenture Trustee, as applicable) Owner Trustee by the Servicer pursuant to Section 5.08 5.09 of the Sale and Servicing Agreement with respect to such Distribution Date. (c) In the event that any withholding tax is imposed on the Issuer’s Trust's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Paying Agent Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable owed by the Issuer Trust (but such authorization shall not prevent the Paying Agent Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person), the Paying Agent Owner Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Paying Agent Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Paying Agent Owner Trustee for any out-of-pocket expenses incurred. (d) The Trust may, from time to time, at its option, and as directed by the Certificateholders pursuant to Section 6.03 of this Agreement and as provided in Section 5.11 of the Sale and Servicing Agreement, enter into a currency Swap Agreement with a Swap Counterparty to swap amounts payable to Certificateholders from U.S. dollars to Japanese yen; provided, that (1) at the time the Trust enters into the Swap Agreement, the rating agencies have confirmed the then-existing ratings of the Notes, and (2) any payments to the Swap Counterparty (including termination payments) are payable only from amounts that are otherwise payable to the Certificateholders. If the Certificateholders notify the Administrator with respect to the Trust's election to enter into such a Swap Agreement, the Administrator will prepare all necessary and appropriate documentation and take all of the necessary and appropriate actions to cause the Issuer to enter into such a Swap Agreement on behalf of the Trust. Any payments received by the Issuer from the Swap Counterparty under such a Swap Agreement shall not be deposited in the Collection Account and shall be paid by the Indenture Trustee directly to or to the order of the Certificateholders on the related Distribution Date. (Nissan 2003-B Amended & Restated Trust Agreement)