exv4w5



 





EXHIBIT 4.5




ADMINISTRATION AGREEMENT




among




NISSAN AUTO RECEIVABLES                    OWNER TRUST,

as Issuer




NISSAN MOTOR ACCEPTANCE CORPORATION,

as Administrator




WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Indenture Trustee




and




WILMINGTON TRUST COMPANY,

as Owner Trustee




Dated as of                    , 200          









 









 











TABLE
OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	1.

	 	DUTIES OF THE ADMINISTRATOR
	 	 	2	 
	 
	 	 	 	 	 	 
	2.

	 	RECORDS
	 	 	7	 
	 
	 	 	 	 	 	 
	3.

	 	COMPENSATION
	 	 	8	 
	 
	 	 	 	 	 	 
	4.

	 	ADDITIONAL INFORMATION TO BE FURNISHED TO THE ISSUER
	 	 	8	 
	 
	 	 	 	 	 	 
	5.

	 	INDEPENDENCE OF THE ADMINISTRATOR
	 	 	8	 
	 
	 	 	 	 	 	 
	6.

	 	NO JOINT VENTURE
	 	 	8	 
	 
	 	 	 	 	 	 
	7.

	 	OTHER ACTIVITIES OF ADMINISTRATOR
	 	 	8	 
	 
	 	 	 	 	 	 
	8.

	 	TERM OF AGREEMENT; RESIGNATION AND REMOVAL OF ADMINISTRATOR
	 	 	8	 
	 
	 	 	 	 	 	 
	9.

	 	ACTION UPON TERMINATION, RESIGNATION OR REMOVAL
	 	 	10	 
	 
	 	 	 	 	 	 
	10.

	 	NOTICES
	 	 	10	 
	 
	 	 	 	 	 	 
	11.

	 	AMENDMENTS
	 	 	11	 
	 
	 	 	 	 	 	 
	12.

	 	SUCCESSOR AND ASSIGNS
	 	 	11	 
	 
	 	 	 	 	 	 
	13.

	 	GOVERNING LAW
	 	 	12	 
	 
	 	 	 	 	 	 
	14.

	 	NO PETITION
	 	 	12	 
	 
	 	 	 	 	 	 
	15.

	 	HEADINGS
	 	 	12	 
	 
	 	 	 	 	 	 
	16.

	 	COUNTERPARTS
	 	 	12	 
	 
	 	 	 	 	 	 
	17.

	 	SEVERABILITY OF PROVISIONS
	 	 	12	 
	 
	 	 	 	 	 	 
	18.

	 	NOT APPLICABLE TO NMAC IN OTHER CAPACITIES
	 	 	12	 
	 
	 	 	 	 	 	 
	19.

	 	LIMITATION OF LIABILITY OF OWNER TRUSTEE AND INDENTURE TRUSTEE
	 	 	12	 
	 
	 	 	 	 	 	 





 (Nissan                    Administration Agreement)


 









 









     This
ADMINISTRATION AGREEMENT, dated as of
                    , 200           (this “Agreement”), among NISSAN
AUTO RECEIVABLES                     OWNER TRUST, a Delaware statutory trust (the “Issuer”), NISSAN MOTOR
ACCEPTANCE CORPORATION, a California corporation, as administrator (the “Administrator”), and WELLS
FARGO BANK, NATIONAL ASSOCIATION, a national banking association, 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).



W I T N E S S E T H:




     WHEREAS, beneficial ownership interests in the Issuer represented by the Nissan Auto
Receivables                     Owner Trust Asset Backed Certificates (the “Certificates”) have been issued in
connection with the formation of the Issuer pursuant to the Amended and Restated Trust Agreement,
dated as of                     , 200           (the “Trust Agreement”), between Nissan Auto Receivables Corporation II
(“NARC II”), a Delaware corporation, as depositor, and Wilmington Trust Company, as owner trustee
(the “Owner Trustee”) to the owners thereof (the “Owners”);



     WHEREAS, the Issuer is issuing the Nissan Auto Receivables                      Owner Trust                    % Asset
Backed Notes Class A-1, the Nissan Auto Receivables                     Owner Trust                     % Asset Backed Notes
Class A-2, the Nissan Auto Receivables                      Owner Trust                    % Asset Backed Notes Class A-3, and
the Nissan Auto Receivables                     Owner Trust                     % Asset Backed Notes Class A-4 (collectively,
the “Notes”) pursuant to the Indenture, dated as of                     , 200          (as amended and supplemented
from time to time, the “Indenture”), between the Issuer and Wells Fargo Bank, National Association,
as indenture trustee (the “Indenture Trustee”); capitalized terms used herein and not defined
herein shall have the meanings ascribed thereto in the Indenture, the Trust Agreement or the Sale
and Servicing Agreement, dated as of                    , 200          , among the Issuer, Nissan Motor Acceptance
Corporation (“NMAC”), as servicer, and NARC II, as seller (the “Sale and Servicing Agreement”), as
the case may be;



     WHEREAS, the Issuer has entered into certain agreements in connection with the issuance of the
Certificates and the Notes, including the Purchase Agreement, dated as of                     , 200           (the
“Purchase Agreement”), between NMAC, as seller, and NARC II, as purchaser, the Trust Agreement, the
Indenture, this Agreement, the Securities Account Control Agreement, the Yield Supplement
Agreement, the Note Depository Agreement and the Sale and Servicing Agreement, and the ISDA Master
Agreement, dated as of
                    , 200___ between                      (the “Swap Counterparty”) and the Trust,
the Schedule and the Credit Support Annex thereto, dated as of                     , 200_, and the
Confirmations thereto, each dated as of                     , 200                     , and entered into pursuant to such ISDA
Master Agreement (the “Interest Rate Swap Agreement”) (collectively, the “Basic Documents”);



     WHEREAS, pursuant to the Basic Documents, the Issuer is required to perform certain duties in
connection with the Certificates, the Notes and the Collateral;


 (Nissan                    Administration Agreement)



1









 






     WHEREAS, the Issuer desires to appoint NMAC as administrator to perform certain of the duties
of the Issuer under the Basic Documents and to provide such additional services consistent with the
terms of this Agreement and the Basic Documents as the Issuer may from time to time request; and



     WHEREAS, the Administrator has the capacity to provide the services required hereby and is
willing to perform such services for the Issuer on the terms set forth herein;



     NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and
valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties
agree as follows:



     1. DUTIES OF THE ADMINISTRATOR.




(a) Duties with respect to the Note Depository Agreement and the Indenture.




     (i) The Administrator agrees to perform all its duties as Administrator under
the Basic Documents and the duties of the Issuer under the Note Depository Agreement
and the Indenture. In addition, the Administrator shall consult with the Owner
Trustee regarding the duties of the Issuer under the Indenture and the Note
Depository Agreement. The Administrator shall monitor the performance of the Issuer
and shall advise the Owner Trustee when action by the Issuer or the Owner Trustee is
necessary to comply with the Issuer’s duties under the Indenture and the Note
Depository Agreement. The Administrator shall prepare for execution by the Issuer
or shall cause the preparation by other appropriate persons of all such documents,
reports, filings, instruments, certificates and opinions as it shall be the duty of
the Issuer to prepare, file or deliver pursuant to the Indenture and the Note
Depository Agreement. In furtherance of the foregoing, the Administrator shall take
all appropriate action that is the duty of the Issuer to take pursuant to the
Indenture including, without limitation, such of the foregoing as are required with
respect to the following matters under the Indenture (references are to sections of
the Indenture):




     (A) preparing or obtaining the documents and instruments required for
the proper authentication of Notes and delivering the same to the Indenture
Trustee (Section 2.02);




     (B) appointing the Note Registrar and giving the Indenture Trustee
notice of any appointment of a new Note Registrar and the location, or
change in location, of the Note Register (Section 2.04);




     (C) preparing the notification to Noteholders [and the Swap
Counterparty] of the final principal payment on their Notes (Section
2.07(b));



(Nissan                    Administration Agreement)




2









 






     (D) preparing, obtaining and/or filing of all instruments, opinions and
certificates and other documents required for the release of Collateral
(Section 2.09);




     (E) maintaining an office in the Borough of Manhattan, City of New
York, for the registration of transfer or exchange of Notes (Section 3.02);




     (F) causing newly appointed Paying Agents, if any, to deliver to the
Indenture Trustee the instrument specified in the Indenture regarding funds
held in trust (Section 3.03);




     (G) directing the Indenture Trustee to deposit moneys with Paying
Agents, if any, other than the Indenture Trustee (Section 3.03);




     (H) obtaining and preserving or causing the Owner Trustee to obtain and
preserve the Issuer’s qualification to do business in each jurisdiction in
which such qualification is or shall be necessary to protect the validity
and enforceability of the Indenture, the Notes, the Collateral and each
other instrument and agreement included in the Trust Estate (Section 3.04);




     (I) preparing all supplements, amendments, financing statements,
continuation statements, instruments of further assurance and other
instruments, in accordance with Section 3.05 of the Indenture, necessary to
protect the Trust Estate (Sections 3.05 and 3.07(c));




     (J) furnishing the required Opinions of Counsel on the Closing Date and
at such other times, in accordance with Sections 3.06 and 8.06 of the
Indenture, and delivering the annual Officer’s Certificates and certain
other statements as to compliance with the Indenture, in accordance with
Section 3.09 of the Indenture (Sections 3.06, 3.09 and 8.06);




     (K) identifying to the Indenture Trustee in an Officer’s Certificate
any Person with whom the Issuer has contracted to perform its duties under
the Indenture (Section 3.07);




     (L) notifying the Indenture Trustee and the Rating Agencies of any
Servicer Default pursuant to the Sale and Servicing Agreement and, if such
Servicer Default arises from the failure of the Servicer to perform any of
its duties under the Sale and Servicing Agreement, taking all reasonable
steps available to remedy such failure (Section 3.07(d));




     (M) preparing and obtaining documents and instruments required in
connection with the consolidation, merger or transfer of assets of the
Issuer (Section 3.10);



(Nissan                    Administration Agreement)




3









 






     (N) delivering notice to the Indenture Trustee of each Event of Default
and each other default by the Servicer or the Seller under the Sale and
Servicing Agreement (Section 3.19);




     (O) monitoring the Issuer’s obligations as to the satisfaction and
discharge of the Indenture and the preparation of an Officer’s Certificate
and obtaining the Opinion of Counsel and the Independent Certificate (as
defined in the Indenture) related thereto (Section 4.01);




     (P) preparing and mailing the notification of the Indenture Trustee,
the Noteholders [and the Swap Counterparty] with respect to special payment
dates, if any (Section 5.04(d));




     (Q) [Intentionally Blank]




     (R) preparing any Issuer Request and Officer’s Certificates and
obtaining any Opinions of Counsel and Independent Certificates necessary for
the release of the Trust Estate (Section 8.04);




     (S) preparing Issuer Orders and obtaining Opinions of Counsel with
respect to the execution of any supplemental indentures, and mailing notices
to the Noteholders [and the Swap Counterparty] with respect thereto
(Sections 9.01, 9.02 and 9.03);




     (T) executing and delivering new Notes conforming to the provisions of
any supplemental indenture, as appropriate (Section 9.06);




     (U) preparing all Officer’s Certificates, Opinions of Counsel and
Independent Certificates with respect to any requests by the Issuer to the
Indenture Trustee to take any action under the Indenture (Section 11.01(a));




     (V) preparing and delivering Officer’s Certificates and obtaining
Independent Certificates, if necessary, for the release of property or
securities from the lien of the Indenture (Section 11.01(c));




     (W) notifying the Rating Agencies, upon any failure of the Indenture
Trustee to give such notification, of the information required pursuant to
Section 11.04 of the Indenture (Section 11.04);




     (X) preparing and delivering to the Noteholders[, the Swap
Counterparty] and the Indenture Trustee any agreements with respect to
alternate payment and notice provisions (Section 11.06); and




     (Y) recording the Indenture, if applicable (Section 11.14).



(Nissan                    Administration Agreement)




4









 







     (ii) The Administrator shall also:




     (A) pay the Indenture Trustee from time to time the reasonable
compensation provided for in the Indenture with respect to services rendered
by the Indenture Trustee under the Indenture (which compensation shall not
be limited by any provision of law in regard to the compensation of a
trustee of an express trust);




     (B) reimburse the Indenture Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Indenture
Trustee in accordance with any provision of the Indenture (including the
reasonable compensation, expenses and disbursements of its agents and
counsel) to the extent the Indenture Trustee is entitled to such
reimbursement by the Issuer under the Indenture;




     (C) indemnify the Indenture Trustee for, and hold it harmless against,
any losses, liability or expense incurred without negligence or bad faith on
the part of the Indenture Trustee, arising out of or in connection with the
acceptance or administration of the trusts and duties contemplated by the
Indenture, including the reasonable costs and expenses of defending
themselves against any claim or liability in connection therewith to the
extent the Indenture Trustee is entitled to such indemnification from the
Issuer under the Indenture; and




     (D) pay the reasonable expense of any examination or investigation by
the Owner Trustee undertaken pursuant to Section 7.01(e) of the Trust
Agreement, and if such expense is paid by the Owner Trustee, then such
expense shall be reimbursed by the Administrator upon demand.




(b) Additional Duties.




     (i) In addition to the duties of the Administrator set forth above, the
Administrator shall perform such calculations, and shall prepare for execution by
the Issuer or the Owner Trustee or shall cause the preparation by other appropriate
persons of all such documents, reports, filings, instruments, certificates and
opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file
or deliver pursuant to the Basic Documents, and at the request of the Owner Trustee
shall take all appropriate action that it is the duty of the Issuer or the Owner
Trustee to take pursuant to the Basic Documents. Subject to Section 5 of this
Agreement, and in accordance with the reasonable written directions of the Owner
Trustee, the Administrator shall administer, perform or supervise the performance of
such other activities in connection with the Collateral (including the Basic
Documents) as are not covered by any of the foregoing provisions and as are
expressly requested by the Owner Trustee and are reasonably within the capability of
the Administrator.



(Nissan                    Administration Agreement)




5









 






     (ii) Notwithstanding anything in this Agreement or the Basic Documents to the
contrary, the Administrator shall be responsible for promptly notifying the Owner
Trustee in the event that any withholding tax is imposed on the Issuer’s payments
(or allocations of income) to a Certificateholder as contemplated in Section 5.02(c)
of the Trust Agreement. Any such notice shall specify the amount of any withholding
tax required to be withheld by the Owner Trustee pursuant to such provision.




     (iii) Notwithstanding anything in this Agreement or the Basic Documents to the
contrary, the Administrator shall be responsible for performance of the duties of
the Administrator set forth in Section 5.04(a), (b), (c), (d), (e) and (f) of the
Trust Agreement with respect to, among other things, accounting and reports to the
Certificateholders; provided, however, that the Owner Trustee shall remain
exclusively responsible for the mailing of the Schedule K-1s necessary to enable
each Certificateholder to prepare its federal and state income tax returns.




     (iv) If the Certificateholder is not the Administrator or any of its
Affiliates, the Administrator shall satisfy its obligations with respect to clauses
(ii) and (iii) above and under the Trust Agreement by retaining, at the expense of
the Administrator, a firm of independent public accountants (the “Accountants”)
which shall perform the obligations of the Administrator thereunder.




     In connection with paragraph (ii) above, the Administrator will cause the
Accountants to provide, prior to December 1 of each year, a letter in form and
substance satisfactory to the Owner Trustee as to whether any tax withholding is
then required and, if required, the procedures to be followed with respect thereto
to comply with the requirements of the Code; provided, however, that the
Certificateholder is not the Administrator or any of its Affiliates. The Accountants
shall be required to update the letter in each instance that any additional tax
withholding is subsequently required or any previously required tax withholding
shall no longer be required.




     (v) The Administrator shall perform the duties of the Administrator specified
in Section 10.02 of the Trust Agreement required to be performed in connection with
the resignation or removal of the Owner Trustee, and any other duties expressly
required to be performed by the Administrator under the Trust Agreement.




     (vi) The Administrator shall advise the Owner Trustee in all regards with
respect to its duties pursuant to any Currency Swap Agreement (as defined in the
Sale and Servicing Agreement) into which the Trust enters pursuant to Section
5.02(d) of the Trust Agreement, including the recommendation of and retention, at
its expense, of any such agents or advisors that are deemed by the Owner Trustee to
be reasonably necessary to undertake its duties pursuant to any such Currency Swap
Agreement. Pursuant to Section 5.02(d) of the Trust Agreement, if the
Certificateholders notify the Administrator with respect to the Trust’s



(Nissan                    Administration Agreement)




6









 






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.




     (vii) The Administrator shall perform all duties and obligations applicable to
or required of the Issuer set forth in Appendix A to the Sale and Servicing
Agreement in accordance with the terms and conditions thereof.




     (viii) In carrying out the foregoing duties or any of its other obligations
under this Agreement, the Administrator may enter into transactions with or
otherwise deal with any of its Affiliates; provided, however, that
the terms of any such transactions or dealings shall be in accordance with any
directions received from the Issuer and shall be, in the Administrator’s opinion, no
less favorable to the Issuer than would be available from unaffiliated parties.




(c) Non-Ministerial Matters.




     (i) With respect to matters that in the reasonable judgment of the
Administrator are non-ministerial, the Administrator shall not take any action
unless within a reasonable time before the taking of such action (x) the
Administrator shall have notified the Owner Trustee of the proposed action and the
Owner Trustee shall have consented thereto or provided an alternative direction, and
(y) all approvals required under the Basic Documents shall have been obtained. For
the purpose of the preceding sentence, “non-ministerial matters” shall include,
without limitation:




     (A)
the amendment of the Indenture or execution of any supplement to the Indenture;




          (B) the initiation of any claim or lawsuit by the Issuer and the
compromise of any action, claim or lawsuit brought by or against the Issuer
(other than in connection with the collection of the Receivables);




     (C) the amendment, change or modification of any of the Basic
Documents;




          (D) the appointment of successor Note Registrars or successor Paying
Agents pursuant to the Indenture or the appointment of successor
Administrators, or the consent to the assignment by the Note Registrar,
Paying Agent or Indenture Trustee of its obligations, in each case under the
Indenture; and




     (E) the removal of the Indenture Trustee.




     (F) the provision of copies of any amendment or supplement to the
Interest Rate Swap Agreement to the Rating Agencies; and



(Nissan                    Administration Agreement)




7









 






     (G) the notification to the Swap Counterparty of any proposed amendment
or supplement to any of the Basic Documents.




     (ii) Notwithstanding anything to the contrary in this Agreement, the
Administrator shall not be obligated to, and shall not (x) make any payments to the
Noteholders [or the Swap Counterparty] under the Basic Documents, (y) sell the Trust
Estate pursuant to Section 5.04 of the Indenture or (z) take any other action that
the Issuer directs the Administrator not to take on its behalf.




(d) Currency Swap Agreement. As set forth in Section 5.11 of the Sale and
Servicing Agreement, the Issuer may enter into a Currency Swap Agreement with a
Currency Swap Counterparty to swap amounts payable to Certificateholders from U.S.
dollars to Japanese yen, according to the terms set forth in Section 5.11 of the
Sale and Servicing Agreement and Section 5.02(d) of the Trust Agreement.



     2. RECORDS. The Administrator shall maintain appropriate books of account and records
relating to services performed hereunder, which books of account and records shall be accessible
for inspection by the Issuer, the Owner Trustee and the Indenture Trustee at any time during normal
business hours upon reasonable advance written notice.



     3. COMPENSATION. As compensation for the performance of the Administrator’s
obligations under this Agreement and as reimbursement for its expenses related thereto, the
Administrator shall be entitled to a fee of $200.00 per month, which shall be solely an obligation
of the Servicer.



     4. ADDITIONAL INFORMATION TO BE FURNISHED TO THE ISSUER. The Administrator shall
furnish to the Issuer from time to time such additional information regarding the Collateral as the
Issuer shall reasonably request.



     5. INDEPENDENCE OF THE ADMINISTRATOR. For all purposes of this Agreement, the
Administrator shall be an independent contractor and shall not be subject to the supervision of the
Issuer, the Owner Trustee or the Indenture Trustee with respect to the manner in which it
accomplishes the performance of its obligations hereunder. Unless expressly authorized by the
Issuer hereunder or otherwise, the Administrator shall have no authority to act for or represent
the Issuer, the Owner Trustee or the Indenture Trustee, and shall not otherwise be or be deemed an
agent of the Issuer, the Owner Trustee or the Indenture Trustee.



     6. NO JOINT VENTURE. Nothing contained in this Agreement shall (i) constitute the
Administrator and any of the Issuer, the Owner Trustee or the Indenture Trustee as members of any
partnership, joint venture, association, syndicate, unincorporated business or other separate
entity, (ii) be construed to impose any liability as such on any of them or (iii) be deemed to
confer on any of them any express, implied or apparent authority to incur any obligation or
liability on behalf of the others.



     7. OTHER ACTIVITIES OF ADMINISTRATOR. Nothing herein shall prevent the Administrator
or its Affiliates from engaging in other businesses or, in its or their sole discretion, from
acting as an administrator for any other person or entity, or in a
similar capacity therefor,



(Nissan                    Administration Agreement)




8









 




 even though such person or entity may engage in business activities similar
to those of the Issuer, the Owner Trustee or the Indenture Trustee.




     8. TERM OF AGREEMENT; RESIGNATION AND REMOVAL OF ADMINISTRATOR.




          (a) This Agreement shall continue in force until the termination of the Issuer, upon
which event this Agreement shall automatically terminate.




     (b) Subject to Sections 8(e) and 8(f), the Administrator may resign by providing the
Issuer with at least 30 days’ prior written notice.




          (c) Subject to Sections 8(e) and 8(f), the Issuer may remove the Administrator without
cause by providing the Administrator at least 30 days’ prior written notice.




          (d) Subject to Sections 8(e) and 8(f), at the sole option of the Issuer, the
Administrator may be removed immediately upon written notice of termination from the Issuer
to the Administrator if any of the following events shall occur:




          (i) the Administrator shall fail to perform in any material respect any of its
duties under this Agreement and, after notice of such default, shall not cure such
default within 10 days (or, if such default cannot be cured in such time, shall not
give within such 10 days such assurance of timely and complete cure as shall be
reasonably satisfactory to the Issuer);




          (ii) the entry of a decree or order by a court or agency or supervisory
authority having jurisdiction in the premises for the appointment of a trustee in
bankruptcy, conservator, receiver or liquidator for the Administrator in any
bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities
or similar proceedings, or for the winding up or liquidation of their respective
affairs, and the continuance of any such decree or order unstayed and in effect for
a period of 90 consecutive days; or




          (iii) the consent by the Administrator to the appointment of a trustee in
bankruptcy, conservator or receiver or liquidator in any bankruptcy, insolvency,
readjustment of debt, marshalling of assets and liabilities or similar proceedings
of or relating to the Administrator of or relating to substantially all of their
property, or the Administrator shall admit in writing its inability to pay its debts
generally as they become due, file a petition to take advantage of any applicable
insolvency or reorganization statute, make an assignment for the benefit of its
creditors, or voluntarily suspend payment of its obligations.



          The Administrator agrees that if any of the events specified in clauses (ii) or (iii)
of this Section shall occur, it shall give written notice thereof to the Issuer, the Owner
Trustee and the Indenture Trustee within seven days after the occurrence of such event.




(Nissan                    Administration Agreement)




9









 









          (e) No resignation or removal of the Administrator pursuant to this Section shall be
effective until (i) a successor Administrator shall have been appointed by the Issuer and
(ii) such successor Administrator shall have agreed in writing to be bound by the terms of
this Agreement on substantially the same terms as the Administrator is bound hereunder.




          (f) The appointment of any successor Administrator shall be effective only after each
Rating Agency (other than Moody’s) has provided to the Owner Trustee and the Indenture
Trustee notice that the proposed appointment will not result in the reduction or withdrawal
of any rating, if any, then assigned by such Rating Agency to any Class of Notes or the
Certificates. Promptly after the appointment of any successor Administrator, the Owner
Trustee will provide notice of such appointment to Moody’s (so long as Moody’s is then
rating any outstanding Notes).




          (g) Subject to Section 8(e) and 8(f), the Administrator acknowledges that upon the
appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement, the
Administrator shall immediately resign and such Successor Servicer shall automatically
succeed to the rights, duties and obligations of the Administrator under this Agreement.



     9. ACTION UPON TERMINATION, RESIGNATION OR REMOVAL. Promptly upon the effective date
of termination of this Agreement pursuant to Section 8(a) or the resignation or removal of the
Administrator pursuant to Section 8(b) or 8(c) or 8(d), the Administrator shall be entitled to be
paid all fees and reimbursable expenses accruing to it to the date of such termination, resignation
or removal. The Administrator shall forthwith upon such termination pursuant to Section 8(a)
deliver to or to the order of the Issuer all property and documents of or relating to the
Collateral then in the custody of the Administrator. In the event of the resignation or removal of
the Administrator pursuant to Section 8(b) or 8(c) or 8(d), the Administrator shall cooperate with
the Issuer and take all reasonable steps requested to assist the Issuer in making an orderly
transfer of the duties of the Administrator.



     10. NOTICES. Any notice, report or other communication given hereunder shall be in
writing and addressed as follows:




	 	  (a)	 	if to the Issuer or the Owner Trustee, to:




Nissan Auto Receivables                     Owner Trust

In care of: Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890

Attention: Nissan Auto Receivables                      Owner Trust




(Nissan                    Administration Agreement)




10









 




with a copy to:



Nissan Auto Receivables                      Owner Trust

In care of: Nissan Motor Acceptance Corporation

BellSouth Tower

333 Commerce Street

10th Floor, B-10-C

Nashville, TN 37201-1800

Attention: Treasurer





	 	(b)	 	if to the Administrator, to:




Nissan Motor Acceptance Corporation

BellSouth Tower

333 Commerce Street

10th Floor, B-10-C

Nashville, TN 37201-1800

Attention: Treasurer





	 	(c)	 	if to the Indenture Trustee, to:




Wells Fargo Bank, National Association

Wells Fargo Center

Sixth and Marquette Avenue,

MAC N9311-161

Minneapolis, MN 55479

Attn: Asset Backed Securities Department



or to such other address as any party shall have provided to the other parties in writing. Any
notice required to be in writing hereunder shall be deemed given if such notice is mailed by
certified mail, postage prepaid, or hand delivered to the address of such party as provided above.




     11. AMENDMENTS. This Agreement may be amended from time to time by a written
amendment duly executed and delivered by the Issuer, the Administrator, and the Indenture Trustee,
with the consent of the Owner Trustee but without the consent of any Noteholders, the
Certificateholders [or the Swap Counterparty] for the purpose of adding any provisions to or
modifying or changing in any manner or eliminating any of the provisions of this Agreement,
provided that such amendment does not and will not, in the Opinion of Counsel satisfactory
to the Indenture Trustee, materially and adversely affect the interest of any Noteholder or
Certificateholder, any Certificateholder or the Swap Counterparty;
provided further, that
such amendment shall not materially and adversely affect the rights and obligations of the Swap
Counterparty or the Issuer under the Interest Rate Swap Agreement unless the Swap Counterparty
shall have consented in writing to such amendment (and such consent shall be deemed to have been
given if the Swap Counterparty does not object in writing within ten (10) Business Days after
receipt of a written request for such consent). This Agreement may also be amended from time to
time by the Issuer, the Administrator, and the Indenture Trustee with the



(Nissan                    Administration Agreement)




11









 




consent of the Owner Trustee and (i) the holders of Notes evidencing a majority of the
Outstanding Amount of the Notes, voting as a single class; or (ii) in the case of any amendment
that does not adversely affect the Indenture Trustee, the Noteholders [or the Swap Counterparty]
(as evidenced by an Officer’s Certificate of the Servicer and an outside Opinion of Counsel
indicating that such amendment will not adversely affect the Indenture Trustee, the Noteholders [or
the Swap Counterparty]), the holders of the Certificates evidencing a majority of the outstanding
Certificate Balance of the Certificates (but excluding for purposes of calculation and action all
Certificates held by the Seller, the Servicer or any of their Affiliates unless at such time all
Certificates are then owned by the Seller, the Servicer and their Affiliates), for the purpose of
adding any provisions to or changing in any manner or eliminating any of the provisions of this
Agreement or of modifying in any manner the rights of those Noteholders, Certificateholders [or the
Swap Counterpartywhich are not covered by the immediately preceding sentence; provided that
such amendment shall not materially and adversely affect the rights and obligations of the Swap
Counterparty or the Issuer under the Interest Rate Swap Agreement unless the Swap Counterparty
shall have consented in writing to such amendment (and such consent shall be deemed to have been
given if the Swap Counterparty does not object in writing within ten (10) Business Days after
receipt of a written request for such consent).




     12. SUCCESSOR AND ASSIGNS. This Agreement may not be assigned by the Administrator
unless such assignment is consented to in writing by the Issuer, the Owner Trustee and the
Indenture Trustee, and the conditions precedent to appointment of a successor Administrator set
forth in Section 8 are satisfied. An assignment with such consent and satisfaction, if accepted by
the assignee, shall bind the assignee hereunder in the same manner as the Administrator is bound
hereunder. Notwithstanding the foregoing, this Agreement may be assigned by the Administrator
without the consent of the Issuer, the Owner Trustee and the Indenture Trustee to a corporation or
other organization that is a successor (by merger, consolidation or purchase of assets) to the
Administrator, provided that such successor organization executes and delivers to the Issuer, the
Owner Trustee and the Indenture Trustee an agreement in which such corporation or other
organization agrees to be bound hereunder by the terms of said assignment in the same manner as the
Administrator is bound hereunder. Subject to the foregoing, this Agreement shall bind any
successors or assigns of the parties hereto.



     13. GOVERNING LAW. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without reference to its conflict of law provisions (other
than Section 5-1401 of the General Obligations Law of the State of New York), and the obligations,
rights and remedies of the parties hereunder shall be determined in accordance with such laws.



     14. NO PETITION. The Administrator, by entering into this Administration Agreement,
hereby covenants and agrees that it will not at any time institute against the Issuer, or join in
any institution against the Issuer of any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, or other proceedings under any United States federal or state bankruptcy
or similar law, in connection with any obligations relating to the Notes, the Certificates or any
of the Basic Documents.



(Nissan                    Administration Agreement)




12









 





     15. HEADINGS. The section headings hereof have been inserted for convenience of
reference only and shall not be construed to affect the meaning, construction or effect of this
Agreement.



     16. COUNTERPARTS. This Agreement may be executed in counterparts, each of which when
so executed shall together constitute but one and the same agreement.



     17. SEVERABILITY OF PROVISIONS. If any one or more of the agreements, provisions or
terms of this Agreement shall be for any reason whatsoever held invalid or unenforceable in any
jurisdiction, then such agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect
the validity or enforceability of the other provisions of this Agreement or the other rights of the
parties hereto.



     18. NOT APPLICABLE TO NMAC IN OTHER CAPACITIES. Nothing in this Agreement shall
affect any obligation, right or benefit NMAC may have in any other capacity or under any Basic
Document.



     19. LIMITATION OF LIABILITY OF OWNER TRUSTEE AND INDENTURE TRUSTEE. Notwithstanding
anything contained herein to the contrary, this instrument has been countersigned by Wilmington
Trust Company, not in its individual capacity but solely in its capacity as Owner Trustee of the
Issuer, and Wells Fargo Bank, National Association, not in its individual capacity but solely in
its capacity as Indenture Trustee under the Indenture and in no event shall Wilmington Trust
Company in its individual capacity, Wells Fargo Bank, National Association, in its individual
capacity, or any Certificateholder have any liability for the representations, warranties,
covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates,
notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to
the assets of the Issuer.



     20. LIMITATION OF RIGHTS. All of the rights of the Swap Counterparty in, to and under
this Agreement, if any, shall terminate upon the termination of the Interest Rate Swap Agreement in
accordance with the terms thereof and the payment in full of all amounts owing to the Swap
Counterparty under such Interest Rate Swap Agreement.



(Nissan                    Administration Agreement)




13









 





     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered
as of the day and year first above written.



	 	 	 	 	 
	 	 	NISSAN AUTO
RECEIVABLES_____ OWNER TRUST
	 
	 	 	 	 
	 

	 	By:
	 	WILMINGTON TRUST COMPANY,

not in its individual capacity but solely as

Owner Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL

ASSOCIATION, not in its individual capacity but

solely as Indenture Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	 	 	NISSAN MOTOR ACCEPTANCE
 CORPORATION, as Administrator
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	 	 	WILMINGTON TRUST COMPANY, not in its individual

capacity but solely as Owner Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:





(Nissan                    Administration Agreement)





14