Nissan Auto Receivables 2011-a Owner Trust Sample Contracts

Underwriting Agreement
Underwriting Agreement • April 15th, 2011 • Nissan Auto Receivables 2011-a Owner Trust • Asset-backed securities • New York

Deutsche Bank Securities Inc. 60 Wall Street — 3rd Floor New York, NY 10005 As Representative of the Several Underwriters (the “Representative”),

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SALE AND SERVICING AGREEMENT among NISSAN AUTO RECEIVABLES 2011-A OWNER TRUST, as Issuer, NISSAN AUTO RECEIVABLES CORPORATION II, as Seller, and NISSAN MOTOR ACCEPTANCE CORPORATION, as Servicer Dated as of April 25, 2011
Sale and Servicing Agreement • April 26th, 2011 • Nissan Auto Receivables 2011-a Owner Trust • Asset-backed securities • New York

SALE AND SERVICING AGREEMENT, dated as of April 25, 2011, among NISSAN AUTO RECEIVABLES 2011-A OWNER TRUST, a Delaware statutory trust (the “Issuer”), NISSAN AUTO RECEIVABLES CORPORATION II, a Delaware corporation (the “Seller”), and NISSAN MOTOR ACCEPTANCE CORPORATION, a California corporation in its individual capacity (in such capacity, “NMAC”) and as Servicer (in such capacity, the “Servicer”). Capitalized terms used herein without definition shall have the respective meanings assigned to such terms in Article I.

ADMINISTRATION AGREEMENT among NISSAN AUTO RECEIVABLES 2011-A OWNER TRUST as Issuer NISSAN MOTOR ACCEPTANCE CORPORATION, as Administrator DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee and WILMINGTON TRUST COMPANY, as Owner Trustee Dated...
Administration Agreement • April 26th, 2011 • Nissan Auto Receivables 2011-a Owner Trust • Asset-backed securities • New York

This ADMINISTRATION AGREEMENT, dated as of April 25, 2011 (this “Agreement”), among NISSAN AUTO RECEIVABLES 2011-A OWNER TRUST, a Delaware statutory trust (the “Issuer”), NISSAN MOTOR ACCEPTANCE CORPORATION, a California corporation, as administrator (the “Administrator”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity but solely as Indenture Trustee (as defined below), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity but solely as Owner Trustee (as defined below).

NISSAN AUTO RECEIVABLES 2011-A OWNER TRUST (a Delaware Statutory Trust) AMENDED AND RESTATED TRUST AGREEMENT between NISSAN AUTO RECEIVABLES CORPORATION II, as Depositor, and WILMINGTON TRUST COMPANY, as Owner Trustee Dated as of April 25, 2011
Trust Agreement • April 26th, 2011 • Nissan Auto Receivables 2011-a Owner Trust • Asset-backed securities • Delaware

any Transferred Certificate, any interest in any Transferred Certificate or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to any Transferred Certificate, any interest in any Transferred Certificate or any other similar security with any person in any manner, (d) made any general solicitation by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of any Transferred Certificate under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of any Transferred Certificate a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of any Transferred Certificate pursuant to the Securities Act or any state securities laws.

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