EX-4.2


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 Exhibit 4.2 
 Execution Version 
 NISSAN AUTO RECEIVABLES 2013-A OWNER TRUST

 (a Delaware Statutory Trust) 
 AMENDED AND RESTATED TRUST AGREEMENT 
 between 

NISSAN AUTO RECEIVABLES CORPORATION II, 
 as Depositor, 
 and 

WILMINGTON TRUST, NATIONAL ASSOCIATION, 
 as Owner Trustee 
 Dated as of January 16, 2013 






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 TABLE OF CONTENTS 

 

					
	 	  	Page	 
	 ARTICLE I DEFINITIONS
	  	 	1	  
		
	 SECTION 1.01. Definitions
	  	 	1	  
		
	 SECTION 1.02. Usage of Terms
	  	 	1	  
		
	 ARTICLE II CREATION OF TRUST
	  	 	1	  
		
	 SECTION 2.01. Creation of Trust
	  	 	1	  
		
	 SECTION 2.02. Office
	  	 	1	  
		
	 SECTION 2.03. Purposes and Powers
	  	 	2	  
		
	 SECTION 2.04. Power of Attorney
	  	 	2	  
		
	 SECTION 2.05. Declaration of Trust
	  	 	3	  
		
	 SECTION 2.06. Liability of the Certificateholders
	  	 	3	  
		
	 SECTION 2.07. Title to Trust Property
	  	 	3	  
		
	 SECTION 2.08. Situs of Trust
	  	 	3	  
		
	 SECTION 2.09. Representations and Warranties of the Depositor
	  	 	3	  
		
	 SECTION 2.10. Federal Income Tax Allocations
	  	 	4	  
		
	 ARTICLE III CERTIFICATES AND TRANSFER OF INTERESTS
	  	 	5	  
		
	 SECTION 3.01. The Certificates
	  	 	5	  
		
	 SECTION 3.02. Authentication of Certificates
	  	 	5	  
		
	 SECTION 3.03. Registration of Transfer and Exchange of Certificates
	  	 	6	  
		
	 SECTION 3.04. Mutilated, Destroyed, Lost or Stolen Certificates
	  	 	7	  
		
	 SECTION 3.05. Persons Deemed Certificateholders
	  	 	7	  
		
	 SECTION 3.06. Access to List of Certificateholders’ Names and Addresses
	  	 	8	  
		
	 SECTION 3.07. Maintenance of Office or Agency
	  	 	8	  
		
	 SECTION 3.08. Appointment of Paying Agent
	  	 	8	  
		
	 SECTION 3.09. Ownership by the Depositor of Certificates
	  	 	9	  
		
	 ARTICLE IV ACTIONS BY OWNER TRUSTEE OR CERTIFICATEHOLDERS
	  	 	9	  
		
	 SECTION 4.01. Prior Notice to Certificateholders with Respect to Certain Matters
	  	 	9	  
		
	 SECTION 4.02. Action by Certificateholders with Respect to Certain Matters
	  	 	9	  
		
	 SECTION 4.03. Action with Respect to Bankruptcy
	  	 	10	  
		
	 SECTION 4.04. Restrictions on Certificateholders’ Power
	  	 	10	  


  
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 TABLE OF CONTENTS 

(continued) 
  


					
	  	  	Page	 
	 SECTION 4.05. Majority of the Certificates Control
	  	 	10	  
		
	 ARTICLE V APPLICATION OF TRUST FUNDS; CERTAIN DUTIES
	  	 	10	  
		
	 SECTION 5.01. Establishment of Accounts
	  	 	10	  
		
	 SECTION 5.02. Application of Amounts in Accounts
	  	 	11	  
		
	 SECTION 5.03. Method of Payment
	  	 	12	  
		
	 SECTION 5.04. Accounting and Reports the Certificateholders, the Internal Revenue Service and Others
	  	 	12	  
		
	 SECTION 5.05. Signature on Returns; Tax Matter Partner
	  	 	12	  
		
	 SECTION 5.06. Duties of Depositor on Behalf of Trust
	  	 	13	  
		
	 ARTICLE VI AUTHORITY AND DUTIES OF OWNER TRUSTEE
	  	 	13	  
		
	 SECTION 6.01. General Authority
	  	 	13	  
		
	 SECTION 6.02. General Duties
	  	 	13	  
		
	 SECTION 6.03. Duties of the Owner Trustee
	  	 	13	  
		
	 SECTION 6.04. No Duties Except as Specified in this Agreement or in Instructions
	  	 	15	  
		
	 SECTION 6.05. No Action Except Under Specified Documents or Instructions
	  	 	15	  
		
	 SECTION 6.06. Restrictions
	  	 	15	  
		
	 ARTICLE VII CONCERNING THE OWNER TRUSTEE
	  	 	16	  
		
	 SECTION 7.01. Rights of the Owner Trustee
	  	 	16	  
		
	 SECTION 7.02. Furnishing of Documents
	  	 	17	  
		
	 SECTION 7.03. Representations and Warranties
	  	 	17	  
		
	 SECTION 7.04. Reliance; Advice of Counsel
	  	 	17	  
		
	 SECTION 7.05. Not Acting in Individual Capacity
	  	 	18	  
		
	 SECTION 7.06. Owner Trustee Not Liable for Certificates or Receivables
	  	 	18	  
		
	 SECTION 7.07. Owner Trustee May Own Certificates and Notes
	  	 	19	  
		
	 ARTICLE VIII COMPENSATION OF OWNER TRUSTEE
	  	 	19	  
		
	 SECTION 8.01. Owner Trustee’s Fees and Expenses
	  	 	19	  
		
	 SECTION 8.02. Indemnification
	  	 	19	  
		
	 SECTION 8.03. Payments to the Owner Trustee
	  	 	20	  
		
	 ARTICLE IX TERMINATION OF TRUST AGREEMENT
	  	 	20	  
		
	 SECTION 9.01. Termination of Trust Agreement
	  	 	20	  


  
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 TABLE OF CONTENTS 

(continued) 
  


					
	  	  	Page	 
	 ARTICLE X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES
	  	 	22	  
		
	 SECTION 10.01. Eligibility Requirements for Owner Trustee
	  	 	22	  
		
	 SECTION 10.02. Resignation or Removal of Owner Trustee
	  	 	22	  
		
	 SECTION 10.03. Successor Owner Trustee
	  	 	23	  
		
	 SECTION 10.04. Merger or Consolidation of Owner Trustee
	  	 	23	  
		
	 SECTION 10.05. Appointment of Co-Trustee or Separate Trustee
	  	 	23	  
		
	 ARTICLE XI MISCELLANEOUS
	  	 	25	  
		
	 SECTION 11.01. Supplements and Amendments
	  	 	25	  
		
	 SECTION 11.02. No Legal Title to Owner Trust Estate in Certificateholders
	  	 	26	  
		
	 SECTION 11.03. Limitations on Rights of Others
	  	 	26	  
		
	 SECTION 11.04. Notices
	  	 	26	  
		
	 SECTION 11.05. Severability
	  	 	27	  
		
	 SECTION 11.06. Counterparts
	  	 	27	  
		
	 SECTION 11.07. Successors and Assigns
	  	 	27	  
		
	 SECTION 11.08. No Petition
	  	 	27	  
		
	 SECTION 11.09. No Recourse
	  	 	27	  
		
	 SECTION 11.10. Headings
	  	 	28	  
		
	 SECTION 11.11. GOVERNING LAW
	  	 	28	  
		
	 Exhibit A     Form of Certificate
	  			
	 Exhibit B     Form of Transferee Representation Letter
	  			
	 Exhibit C     Form of Transferor Representation Letter
	  			


  
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 AMENDED AND RESTATED TRUST AGREEMENT, dated as of January 16, 2013 (as amended,
supplemented or otherwise modified and in effect from time to time, this “Agreement”), between NISSAN AUTO RECEIVABLES CORPORATION II, a Delaware corporation, as depositor (the “Depositor), and WILMINGTON TRUST, NATIONAL
ASSOCIATION, a national banking association with trust powers, not in its individual capacity but solely as owner trustee (in such capacity, the “Owner Trustee”), amending and restating in its entirety the Trust Agreement, dated as
of December 7, 2012 (the “Original Trust Agreement”), between the same parties, and herein referred to as the “Trust Agreement” or this “Agreement.” 

IN CONSIDERATION of the mutual agreements herein contained, and of other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties agree as follows: 
 ARTICLE I  

Definitions 
 SECTION 1.01. Definitions. Except as otherwise specified herein or if the context may otherwise require, capitalized terms used but not otherwise defined herein have the respective meanings
assigned to such terms in the Sale and Servicing Agreement, dated as of the date hereof (as from time to time amended, supplemented or otherwise modified and in effect, the “Sale and Servicing Agreement”), by and among Nissan Auto
Receivables Corporation II, as seller, Nissan Motor Acceptance Corporation, as servicer, and the Nissan Auto Receivables 2013-A Owner Trust, as issuer. 
 SECTION 1.02. Usage of Terms. With respect to all terms in this Agreement, the singular includes the plural and the plural the singular; words importing any gender include the other genders;
references to “writing” include printing, typing, lithography and other means of reproducing words in a visible form; references to agreements and other contractual instruments include all subsequent amendments, amendments and
restatements and supplements thereto or changes therein entered into in accordance with their respective terms and not prohibited by this Agreement; references to Persons include their permitted successors and assigns; references to laws include
their amendments and supplements, the rules and regulations thereunder and any successors thereto; and the term “including” means “including without limitation.” 

ARTICLE II  
 Creation of Trust 
 SECTION 2.01. Creation of Trust. A Delaware
statutory trust known as “Nissan Auto Receivables 2013-A Owner Trust” was formed in accordance with the provisions of the Statutory Trust Act pursuant to the Original Trust Agreement, under which name the Trust may engage in activities as
permitted by the Basic Documents, make and execute contracts and other instruments and sue and be sued, to the extent provided herein. 
 SECTION 2.02. Office. The principal place of business of the Trust for purposes of Delaware law shall be in care of the Owner Trustee at the Corporate Trust Office or at such other


  

					
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address in Delaware as the Owner Trustee may designate by written notice to the Certificateholders and the Servicer. The Trust may establish additional offices located at such place or places
inside or outside of the State of Delaware as the Owner Trustee may designate by written notice to the Certificateholders and the Servicer. 
 SECTION 2.03. Purposes and Powers. 
 (a) The purpose of the Trust is, and
the Trust shall have the power and authority and is authorized, to engage in the following activities: 
 (i) to
issue Notes pursuant to the Indenture and Certificates pursuant to this Agreement; 
 (ii) to acquire the Owner
Trust Estate (including the Receivables and related property) from the Depositor in exchange for the Notes and Certificates pursuant to the Sale and Servicing Agreement; 

(iii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to, and on the terms and
conditions set forth in, the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust
pursuant to, the Indenture as set forth therein and in the Sale and Servicing Agreement; 
 (iv) to enter into
and perform its obligations under the Basic Documents to which it is to be a party; 
 (v) to engage in those
activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and 

(vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection
with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders and the Noteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any.

 The Trust shall not engage in any activity other than in connection with the foregoing and as required or authorized by the
terms of the Basic Documents. 
 SECTION 2.04. Power of Attorney. Pursuant to the Administration Agreement, the Owner
Trustee has authorized the Administrator to perform certain of its administrative duties hereunder; including duties with respect to the management of the Owner Trust Estate and, in connection therewith, hereby grants the Administrator its revocable
power of attorney. Each Certificateholder by such Holder’s acceptance of any Certificate or beneficial interest therein, as the case may be, shall be deemed to have granted power of attorney to the Administrator for purposes of actions taken or
to be taken with respect to the Certificates. 

  

					
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 SECTION 2.05. Declaration of Trust. The Owner Trustee hereby declares that it will
hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto
that the Trust constitute a statutory trust under the Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust. It is the intention of the parties hereto that, solely for purposes of federal income tax,
state and local income and franchise tax, any state single business tax and any other income taxes, the Trust shall be treated as a division or branch of the Person holding the beneficial ownership interests in the Trust for any period during which
the beneficial ownership interests in the Trust are held by one Person, and that it shall be treated as a partnership for any period during which the beneficial ownership interests in the Trust are held by more than one Person, with the assets of
the partnership being the Receivables and other assets held by the Trust, and the Notes being debt of the partnership. The parties agree that for any such period, unless otherwise required by appropriate tax authorities, the Trust will file or cause
to be filed annual or other necessary returns, reports and other forms consistent with such characterization of the Trust for tax purposes. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein
and, to the extent not inconsistent herewith, in the Statutory Trust Act with respect to accomplishing the purposes of the Trust. At the direction of the Depositor, the Owner Trustee caused to be filed the Certificate of Trust pursuant to the
Statutory Trust Act, and the Owner Trustee shall file or cause to be filed such amendments thereto as shall be necessary or appropriate to satisfy the purposes of this Agreement and as shall be consistent with the provisions hereof. 

SECTION 2.06. Liability of the Certificateholders. No Certificateholder shall have any personal liability for any liability or
obligation of the Trust, solely by reason of it being a Certificateholder. 
 SECTION 2.07. Title to Trust Property.
Legal title to all of the Owner Trust Estate shall be vested at all times in the Trust as a separate legal entity. 
 SECTION
2.08. Situs of Trust. The Trust will be located in Delaware and administered in the states of Delaware or New York. All bank accounts maintained by the Owner Trustee on behalf of the Trust shall be located in the State of Delaware or the
State of New York. The Trust shall not have any employees in any state other than Delaware; provided, however, that nothing herein shall restrict or prohibit the Owner Trustee from having employees within or without the State of
Delaware. Payments will be received by the Trust only in Delaware or New York, and payments will be made by the Trust only from Delaware or New York. The principal office of the Trust will be at the Corporate Trust Office in Delaware. 

SECTION 2.09. Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee
that as of the Closing Date: 
 (a) Organization and Good Standing. The Depositor has been duly organized and is validly
existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted,
and had at all relevant times, and has, corporate power, authority and legal right to acquire and own the Receivables. 

  

					
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 (b) Due Qualification. The Depositor is duly qualified to do business as a foreign
corporation in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, and where the failure to so
qualify would have a material adverse effect on the ability of the Depositor to perform its obligations under this Agreement. 

(c) Power and Authority. The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out
its terms. The Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited as part of the Owner Trust Estate and has duly authorized such sale and assignment to the Trust by all necessary corporate
action; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary corporate action. 
 (d) Binding Obligations. This Agreement is a legal, valid and binding obligation of the Depositor enforceable in accordance with its terms, subject to the effect of bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general equitable principles. 

(e) No Violation. The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do
not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the certificate of incorporation or by-laws of the Depositor, or any indenture, agreement or
other instrument to which the Depositor is a party or by which it shall be bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than
the Basic Documents); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over the Depositor or its properties; which breach, default, conflict, Lien or violation in any case would have a material adverse effect on the ability of the Depositor to perform its obligations
under this Agreement. 
 (f) No Proceedings. There are no proceedings or investigations pending, or, to the best of the
Depositor’s knowledge, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this
Agreement; (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement; (iii) seeking any determination or ruling that would materially and adversely affect the performance by the Depositor of its
obligations under, or the validity or enforceability of, this Agreement; or (iv) relating to the Depositor and that would adversely affect the federal or any state income tax attributes of the Trust, the Certificates or the Notes. 

(g) Independent Director. Notwithstanding anything to the contrary in the Depositor’s Formation Documents, the Depositor shall
ensure that at least one director of the Depositor shall be an Independent Director. 
 SECTION 2.10. Federal Income Tax
Allocations. Net income of the Trust for any month as determined for federal income tax purposes (and each item of income, gain, loss and 

  

					
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deduction entering into the computation thereof) during which the beneficial ownership interests in the Trust are held by more than one Person shall be allocated in an amount equal to any amount
distributed to the Certificateholders pursuant to the Sale and Servicing Agreement (to the extent not previously allocated pursuant to this clause). 
 If the net income of the Trust for any month is insufficient for the allocations described in the preceding paragraph, subsequent net income shall first be allocated to make up such shortfall before being
allocated as provided in the preceding sentence. Net losses of the Trust, if any, for any month as determined for federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) shall be
allocated among the Certificateholders as of the first Distribution Date following the end of such month in proportion to their ownership of principal amount of Certificates as of the close of business on such Distribution Date. The Depositor is
authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Certificateholders, or as otherwise required by the Code.

 ARTICLE III  
 Certificates and Transfer of Interests 
 SECTION 3.01. The
Certificates. The Certificates shall be issued in minimum denominations of $250,000 and in integral multiples of $10,000 in excess thereof. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of a Trust
Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of a Trust Officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures
shall have been affixed, authorized to sign on behalf of the Trust, shall be validly issued and entitled to the benefits of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the
authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. 
 The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination in the form of Exhibit A hereto. 

A transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a
Certificateholder hereunder, upon such transferee’s acceptance of a Certificate duly registered in such transferee’s name pursuant to Section 3.03. 
 SECTION 3.02. Authentication of Certificates. Concurrently with the initial transfer of the Receivables to the Trust pursuant to the Sale and Servicing Agreement, the Owner Trustee shall cause to
be executed, authenticated and delivered on behalf of the Trust to the Depositor, Certificates in an aggregate principal amount equal to the Original Certificate Balance and evidencing the entire ownership of the Trust. No Certificate shall entitle
its holder to any benefit under this Agreement or be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the
Owner Trustee’s authenticating agent, by manual or facsimile signature of a Trust Officer, and such authentication shall constitute conclusive evidence, and the only 

  

					
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evidence, that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Wilmington Trust, National
Association shall be the initial authenticating agent of the Owner Trustee hereunder, and all references herein to authentication by the Owner Trustee shall be deemed to include the authenticating agent. 

SECTION 3.03. Registration of Transfer and Exchange of Certificates. 

(a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.07, a
Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided.
Wilmington Trust, National Association shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written
notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which shall agree to act in accordance with the provisions of this Agreement
applicable to it and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement. 

(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to
Section 3.07, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in
authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a
like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the
Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates. 
 (c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the
Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its
customary practice. 
 No transfer of a Certificate shall be made unless the Owner Trustee shall have received: 

(1) a representation from the transferee of such Certificate substantially in the form of Exhibit B to the effect that: 

(i) such transferee is not a Non-U.S. Person; and 
 (ii) such transferee is not a Benefit Plan; 

  

					
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 (2) a representation from the transferor of such Certificate substantially in the form of
Exhibit C; and 
 (3) an Opinion of Counsel that the transfer of such Certificate is being made pursuant to an effective
registration under the Securities Act or is exempt from the registration requirements of the Securities Act. 
 Notwithstanding
anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of a Benefit Plan or utilizing the assets of a Benefit Plan shall be void and of no effect. 

To the extent permitted under applicable law (including, but not limited to, the Employee Retirement Income Security Act of 1974, as
amended, “ERISA”), the Owner Trustee shall be under no liability to any Person for any registration or transfer of any Certificate that is in fact not permitted by this Section 3.03(c) or for making any payments due on such
Certificate to the Certificateholder thereof or taking any other action with respect to such Holder under the provisions of this Trust Agreement or the Sale and Servicing Agreement so long as the transfer was registered by the Certificate Registrar
or the Owner Trustee in accordance with the foregoing requirements. 
 (d) No service charge shall be made for any registration
of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of
Certificates. 
 SECTION 3.04. Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate
shall be surrendered to the Certificate Registrar, or if the Certificate Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of any Certificate and (b) there shall be delivered to the Certificate Registrar and
the Owner Trustee such security or indemnity as may be required by them to save each of them harmless, then in the absence of notice that such Certificate shall have been acquired by a protected purchaser, the Owner Trustee on behalf of the Trust
shall execute and the Owner Trustee, or the Owner Trustee’s authenticating agent, shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and
denomination. In connection with the issuance of any new Certificate under this Section, the Owner Trustee or the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in
connection therewith. Any duplicate Certificate issued pursuant to this Section shall constitute conclusive evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any
time. 
 SECTION 3.05. Persons Deemed Certificateholders. Prior to due presentation of a Certificate for registration of
transfer, the Owner Trustee or the Certificate Registrar may treat the Person in whose name any Certificate shall be registered in the Certificate Register as the owner of such Certificate for the purpose of receiving distributions pursuant to
Section 5.02 and for all other purposes whatsoever, and neither the Owner Trustee nor the Certificate Registrar shall be bound by any notice to the contrary. 

  

					
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 SECTION 3.06. Access to List of Certificateholders’ Names and Addresses. The
Certificate Registrar shall furnish or cause to be furnished to the Owner Trustee, the Servicer or the Depositor, as the case may be, within 15 days after its receipt of a request therefor from the Owner Trustee, the Servicer or the Depositor in
writing, a list, in such form as the Owner Trustee, the Servicer or the Depositor may reasonably require, of the names and addresses of the Certificateholders as of the most recent Record Date. If three or more Certificateholders or one or more
Holders of Certificates evidencing, in the aggregate, not less than 25% of the Certificate Balance apply in writing to the Owner Trustee, and such application states that the applicants desire to communicate with other Certificateholders with
respect to their rights under this Agreement or under the Certificates and such application is accompanied by a copy of the communication that such applicants propose to transmit, then the Owner Trustee shall, within five Business Days after the
receipt of such application, afford such applicants access during normal business hours to the current list of Certificateholders. Each Holder, by receiving and holding a Certificate, shall be deemed to have agreed not to hold any of the Depositor,
the Servicer, the Certificate Registrar or the Owner Trustee accountable by reason of the disclosure of its name and address, regardless of the source from which such information was derived. 

SECTION 3.07. Maintenance of Office or Agency. The Owner Trustee shall maintain an office or offices or agency or agencies where
Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Owner Trustee in respect of the Certificates and the Basic Documents may be served. The Owner Trustee initially designates the
Corporate Trust Office as its principal corporate trust office for such purposes. The Owner Trustee shall give prompt written notice to the Depositor and to the Certificateholders of any change in the location of the Certificate Register or any such
office or agency. 
 SECTION 3.08. Appointment of Paying Agent. Except during any period when the Indenture Trustee is
authorized and directed to do so under the Indenture (i.e. prior to the termination of the Indenture), the Paying Agent shall make distributions to Certificateholders from the Collection Account pursuant to Section 5.02 and shall report
the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Collection Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such
power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be Wilmington
Trust, National Association, and any co-paying agent chosen by the Owner Trustee, and acceptable to the Owner Trustee. The Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ written notice to the Indenture Trustee and, if
the Paying Agent is not the Owner Trustee, to the Owner Trustee. In the event that Wilmington Trust, National Association shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank
or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional
Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the
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return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of
Sections 7.01, 7.03, 7.04, 8.01 and 8.02 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other
Paying Agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise. 
 SECTION 3.09. Ownership by the Depositor of Certificates. Notwithstanding Section 3.03, the Depositor shall on the Closing Date receive in accordance with Section 3.02, and
shall thereafter retain beneficial and record ownership of, Certificates representing 100% of the Certificate Balance. Notwithstanding any other provision of this Agreement to the contrary, the Depositor may not transfer any Trust Certificate prior
to payment in full of the Notes unless the Rating Agency Condition has been satisfied with respect to such transfer. 

ARTICLE IV  
 Actions By Owner Trustee or Certificateholders 
 SECTION 4.01. Prior
Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action (or such shorter period as shall be agreed to
in writing by all Certificateholders), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and none of the Certificateholders shall have notified the Owner Trustee in writing prior to the 30th day (or such
agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent or provided alternative direction: 
 (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any action, claim or lawsuit brought
by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); 
 (b)
the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Act); 
 (c) the amendment of the Indenture, whether or not by a Supplemental Indenture, in circumstances where the consent of any Noteholder is required; 

(d) the amendment of any Basic Document in circumstances where such amendment materially adversely affects the interest of the
Certificateholders; or 
 (e) the appointment (i) pursuant to the Indenture of a successor Note Registrar or Paying Agent,
(ii) pursuant to this Agreement of a successor Certificate Registrar or (iii) any consent by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar to the assignment of its respective obligations under the Indenture
or this Agreement, as applicable. 
 SECTION 4.02. Action by Certificateholders with Respect to Certain Matters. The
Owner Trustee shall not have the power, except upon the direction of the Certificateholders, to (a) remove the Administrator pursuant to Section 8 of the Administration Agreement, (b) appoint


  

					
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a successor Administrator pursuant to Section 8 of the Administration Agreement, (c) remove the Servicer pursuant to Section 8.01 of the Sale and Servicing Agreement or
(d) except as expressly provided in the Basic Documents, sell the Receivables after the termination of the Indenture. The Owner Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed by the
authorized representative of 100% of the Certificateholders. 
 SECTION 4.03. Action with Respect to Bankruptcy. The
Owner Trustee shall not have the power to commence a voluntary proceeding in bankruptcy relating to the Trust without the unanimous prior approval of all Certificateholders (including the Board of Directors (including the Independent Directors, as
such term is defined in the Depositor’s Certificate of Incorporation) of the Depositor) and the delivery to the Owner Trustee of a written certification by each Certificateholder that such Certificateholder reasonably believes that the Trust is
insolvent. 
 SECTION 4.04. Restrictions on Certificateholders’ Power. The Certificateholders shall not direct the
Owner Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligations of the Trust or of the Owner Trustee under any of the Basic Documents or would be contrary to Section 2.03 nor shall
the Owner Trustee be obligated to follow any such direction, if given. 
 SECTION 4.05. Majority of the Certificates
Control. Except as otherwise expressly provided herein, any action that may be taken by the Certificateholders under this Agreement may be taken by the Holders of the Certificates evidencing not less than a majority of the Certificate Balance.
Except as expressly provided herein, any written notice of the Certificateholders delivered pursuant to this Agreement shall be effective if signed by Holders of the Certificates evidencing not less than a majority of the Certificate Balance at the
time of the delivery of such notice. 
 ARTICLE V  

Application of Trust Funds; Certain Duties 
 SECTION 5.01. Establishment of Accounts. 
 (a) On or prior to the
Distribution Date on which the Notes of all Classes have been paid in full (or substantially all of the Trust Estate is otherwise released from the lien of the Indenture), the Owner Trustee, for the benefit of the Certificateholders, shall establish
and maintain, or shall cause to be established and maintained, in the name of the Trust (or in such other name as shall be specified in the Sale and Servicing Agreement), the trust collection account (the “Trust Collection
Account”). The Trust Collection Account shall be established and maintained as an Eligible Account, and, subject to provisions of the Sale and Servicing Agreement, bearing a designation clearly indicating that, subject to
Section 5.01(b), the funds deposited therein are held by the Trust for the benefit of the Certificateholders, in each case in accordance with Section 5.01 of the Sale and Servicing Agreement. 

Subject to Section 5.01(b), the Owner Trustee shall possess all right, title and interest in all funds on deposit from time
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thereof. Except as otherwise expressly provided herein, the Trust Collection Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Certificateholders.
If, at any time, the Trust Collection Account ceases to be an Eligible Account or if the majority of Certificateholders, in their sole discretion, notify the Owner Trustee in writing that the Trust Collection Account should be moved, then the Owner
Trustee (or the Administrator on behalf of the Owner Trustee, if the Trust Collection Account is not then held by the Owner Trustee or an Affiliate thereof) shall within 10 Business Days establish a new equivalent Eligible Account at a depository
institution or trust company selected by a majority of the Certificateholders and shall transfer any cash and/or any investments to such new account. 
 (b) Concurrently with the execution and delivery of the Indenture, the Servicer will establish and maintain, or shall cause to be established and maintained, at the direction of the Depositor, the
Collection Account in the name of and under the control of the Indenture Trustee in accordance with Section 5.01 of the Sale and Servicing Agreement. The Indenture Trustee will be obligated to transfer to the Owner Trustee, for the benefit of
the Certificateholders, all funds or investments held in the Collection Account on the Distribution Date on which the Notes have been paid in full or the Indenture is otherwise terminated (excluding any amounts to be retained for distribution in
respect of Notes that are not promptly delivered for payment on such Distribution Date), and to take all necessary or appropriate actions to transfer all right, title and interest of the Indenture Trustee in such funds or investments and all
proceeds thereof to the Owner Trustee for the benefit of the Certificateholders, which amounts the Owner Trustee shall deposit into the Trust Collection Account. 
 SECTION 5.02. Application of Amounts in Accounts. 
 (a) For so long as any
Notes are outstanding, on each Distribution Date, the 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 Distribution Date, the Owner Trustee shall distribute to the Certificateholders amounts on deposit in the 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. 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 Owner Trustee will cause such property to be properly deposited into the 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 Owner Trustee shall send to each Certificateholder the statement provided to the Owner Trustee 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 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 Owner Trustee is hereby authorized and directed to retain from amounts
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(but such authorization shall not prevent the 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 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 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 Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to
reimburse the Owner Trustee for any out-of-pocket expenses incurred. 
 SECTION 5.03. Method of Payment. Subject to
Section 9.01(c), distributions required to be made to Certificateholders on any Distribution Date shall be made to each Certificateholder of record on the related Record Date either by check mailed to such Certificateholder at the
address of such holder appearing in the Certificate Register or by wire transfer, in immediately available funds, to the account of any Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder
shall have provided to the Certificate Registrar appropriate written instructions at least five Business Days prior to such Distribution Date. 
 SECTION 5.04. Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The Administrator on behalf of the Trust shall (a) maintain (or cause to be maintained)
the books of the Trust on a fiscal year basis or a calendar basis on the accrual method of accounting, (b) deliver to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, such information as may be
required (excluding Schedule K-1) to enable each Certificateholder to prepare its federal and state income tax returns, (c) file any tax and information returns, and fulfill any other reporting requirements, relating to the Trust, as may be
required by the Code and applicable Treasury Regulations (including Treasury Regulation Section 1.6049-7), (d) for any period during which the beneficial ownership interests in the Trust are held by more than one Person, make such
elections as may from time to time be required or appropriate under any applicable state or federal statute or rule or regulation thereunder so as to maintain the Trust’s characterization as a partnership for federal income tax purposes,
(e) cause such tax returns to be signed in the manner required by law, and (f) collect or cause to be collected any withholding tax as described in and in accordance with Section 5.02(c) with respect to income or distributions
to Certificateholders. The Administrator on behalf of the Trust shall elect under Section 1278 of the Code to include in income currently any market discount that accrues with respect to the Receivables. The Administrator on behalf of the Trust
shall not make the election provided under Section 754 of the Code. Notwithstanding anything to the contrary stated herein, the Owner Trustee shall be exclusively responsible for the mailing of the Schedule K-1’s necessary to enable each
Certificateholder to prepare its federal and state income returns. 
 SECTION 5.05. Signature on Returns; Tax Matter
Partner. 
 (a) The Administrator on behalf of the Trust shall sign on behalf of the Trust the tax returns of the Trust,
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which case such documents shall be signed by the Administrator, pursuant to the power-of-attorney granted thereto pursuant to Section 2.04. 

(b) For any period during which the beneficial ownership interests of the Trust are held by more than one Person, the Certificateholder
holding Certificates evidencing the largest portion of the Original Certificate Balance shall be designated the “tax matters partner” of the Trust pursuant to Section 6231(a)(7)(A) of the Code and applicable Treasury Regulations, but
hereby delegates its powers and duties as such to the Administrator pursuant to the power-of-attorney granted thereto pursuant to Section 2.04. 
 SECTION 5.06. Duties of Depositor on Behalf of Trust. On behalf of the Trust, the Depositor shall prepare and, after execution by the Trust and the Indenture Trustee, file with the Securities and
Exchange Commission and any applicable state agencies documents required to be filed on a periodic basis with the Securities and Exchange Commission and any applicable state agencies (including any summaries thereof required by rules and regulations
prescribed thereby), and transmit such summaries to the Noteholders pursuant to Section 7.03 of the Indenture. 
 ARTICLE
VI  
 Authority and Duties of Owner Trustee 

SECTION 6.01. General Authority. The Owner Trustee is authorized and directed to execute and deliver the Basic Documents to which
the Trust is to be a party and each certificate or other document attached as an exhibit to or contemplated by the Basic Documents to which the Trust is to be a party and any amendment thereto, and, on behalf of the Trust, to direct the Indenture
Trustee to authenticate and deliver Class A-1 Notes in the aggregate principal amount of $323,000,000, Class A-2 Notes in the aggregate principal amount of $435,000,000, Class A-3 Notes in the aggregate principal amount of
$410,000,000 and Class A-4 Notes in the aggregate principal amount of $195,790,000. In addition to the foregoing, the Owner Trustee is authorized, but shall not be obligated, to take all actions required of the Trust, pursuant to the Basic
Documents. 
 SECTION 6.02. General Duties. It shall be the duty of the Owner Trustee to discharge (or cause to be
discharged) all of its responsibilities pursuant to the terms of this Agreement and the Basic Documents to which the Trust is a party and to administer the Trust in accordance with the provisions hereof and of the Basic Documents and in the interest
of the Certificateholders. Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the Basic Documents to the extent the Administrator has agreed in the Administration
Agreement to perform any act or to discharge any duty of the Owner Trustee hereunder or under any Basic Document, and the Owner Trustee shall not be held liable for the default or failure of the Administrator to carry out such obligations or fulfill
such duties under the Administration Agreement. 
 SECTION 6.03. Duties of the Owner Trustee. 

  

					
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 (a) Subject to Article IV and in accordance with the terms of the Basic Documents, the
Certificateholders may by written instruction direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Article IV. The Owner Trustee accepts the
trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents,
orders or other instruments furnished to the Owner Trustee that shall be specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of
this Agreement. 
 (b) No provision of this Agreement shall be construed to relieve the Owner Trustee from liability for its own
negligent action, its own negligent failure to act, its own bad faith or its own willful misfeasance; provided, however, that: 
 (i) the duties and obligations of the Owner Trustee shall be determined solely by the express provisions of this Agreement, the Owner Trustee shall not be liable except for the performance of such duties
and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Owner Trustee, the permissive right of the Owner Trustee to do things enumerated in this Agreement
shall not be construed as a duty and, in the absence of bad faith on the part of the Owner Trustee, the Owner Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the Owner Trustee and conforming on their face to the requirements of this Agreement; 
 (ii) the Owner Trustee shall not be personally liable for an error of judgment made in good faith by a Trust Officer, unless it shall be proved that the Owner Trustee was negligent in performing its
duties in accordance with the terms of this Agreement; and 
 (iii) the Owner Trustee shall not be personally
liable with respect to any action taken, suffered or omitted to be taken in good faith in accordance with the direction of the Holders of the Certificates representing at least a majority of the Certificate Balance (or such larger or smaller
percentage of the Certificate Balance as may be required by any other provision of this Agreement or the other Basic Documents), the Servicer, the Administrator or the Indenture Trustee. 

(c) The Owner Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of
any of its duties under this Agreement, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably
assured to it. 
 (d) All information obtained by the Owner Trustee regarding the Obligors and the Receivables contained in the
Trust, whether upon the exercise of its rights under this Agreement or otherwise, shall be maintained by the Owner Trustee in confidence and shall not be disclosed 

  

					
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to any other Person, unless such disclosure is required by any applicable law or regulation or pursuant to subpoena or is required to be made to regulators, auditors or other governmental
authorities. 
 (e) Pursuant to Section 3.02 of the Sale and Servicing Agreement, in the event that the Owner Trustee
discovers that a representation or warranty made by the Seller pursuant to Section 3.01 or 6.01 of the Sale and Servicing Agreement with respect to a Receivable was incorrect as of the time specified with respect to such representation and
warranty and such incorrectness materially and adversely affects the interests of any Securityholder in such Receivable, the Owner Trustee shall give prompt written notice to the Servicer, the Depositor and the Indenture Trustee of such
incorrectness. Pursuant to Section 4.06 of the Sale and Servicing Agreement, if the Owner Trustee discovers that any covenant of the Servicer set forth in Sections 4.02, 4.04 or 4.05 of the Sale and Servicing Agreement has been breached by the
Servicer, the Owner Trustee shall give prompt written notice to the Servicer, the Depositor and the Indenture Trustee of such breach. 
 SECTION 6.04. No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register,
record, sell, dispose of, or otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any Basic Document to which the Owner Trustee is a party or otherwise contemplated hereby,
except as expressly provided by the terms of this Agreement, any Basic Document to which the Trust is a party or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No implied duties or
obligations shall be read into this Agreement or any Basic Document against the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or otherwise to perfect
or maintain the perfection of any security interest or lien granted to it hereunder or to prepare or file any Securities and Exchange Commission filing for the Trust or to record this Agreement or any Basic Document. Notwithstanding anything to the
contrary herein or in any Basic Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Sarbanes-Oxley
Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Owner Trust Estate that
result from actions by, or claims against, the Owner Trustee that are not related to the ownership or the administration of the Owner Trust Estate. 
 SECTION 6.05. No Action Except Under Specified Documents or Instructions. The Owner Trustee shall not manage, control, use, sell, dispose of or otherwise deal with any part of the Owner Trust
Estate except (i) in accordance with the powers granted to and the authority conferred upon the Owner Trustee pursuant to this Agreement, (ii) in accordance with the Basic Documents and (iii) in accordance with any document or
instruction delivered to the Owner Trustee pursuant to Section 6.03. 
 SECTION 6.06. Restrictions. The Owner
Trustee shall not take any action (a) that is inconsistent with the purposes of the Trust set forth in Section 2.03 or (b) that, to the actual knowledge of a Trust Officer of the Owner Trustee, (x) would result in the
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taxable as a corporation for federal income tax purposes or (y) affect the treatment of the Notes as indebtedness for federal or state income purpose. The Certificateholders shall not have
the authority to and, by acceptance of an ownership interest in any Certificate shall thereby be deemed to have covenanted not to, direct the Owner Trustee to take any action that would violate the provisions of this Section. 

ARTICLE VII  
 Concerning the Owner Trustee 
 SECTION 7.01. Rights of the Owner
Trustee. Except as otherwise provided in Article VI: 
 (a) in accordance with Section 7.04, the Owner
Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion,
report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; 

(b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the
instructions of the Administrator, as provided in the Administration Agreement, the Servicer or the Indenture Trustee, or the Certificateholders, as provided herein; 
 (c) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or the Sale and Servicing Agreement, or to institute, conduct or defend any
litigation under this Agreement, or in relation to this Agreement or the Sale and Servicing Agreement, at the request, order or direction of any of the Securityholders, pursuant to the provisions of this Agreement or the Sale and Servicing
Agreement, unless such Securityholders shall have offered to the Owner Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby; 

(d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents,
including the principal of and interest on the Notes; 
 (e) the Owner Trustee shall not be bound to recalculate, reverify, or
make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by
Holders of Certificates representing not less than 25% of the Certificate Balance; provided, however, that if the payment within a reasonable time to the Owner Trustee of the costs, expenses or liabilities likely to be incurred by it
in the making of such investigation is, in the opinion of the Owner Trustee, not reasonably assured to the Owner Trustee by the security afforded to it by the terms of this Agreement, the Owner Trustee may require reasonable indemnity against such
cost, expense or liability as a condition to so proceeding; the Administrator shall pay or reimburse the Owner Trustee for the reasonable expense of every such examination; and nothing in this clause shall derogate from the obligation


  

					
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of the Administrator to observe any applicable law prohibiting disclosure of information regarding the Obligors; and 
 (f) the Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Servicer, the Depositor, or the Indenture Trustee under any of the Basic Documents or otherwise, and the
Owner Trustee shall have no obligation or liability to perform the obligations of the Trust or any other Person (including the Owner Trustee) under the Basic Documents that are required to be performed by the Administrator under the Administration
Agreement, the Indenture Trustee under the Indenture or the Servicer under the Sale and Servicing Agreement. 
 SECTION 7.02.
Furnishing of Documents. The Owner Trustee shall furnish to the Certificateholders promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and
any other instruments furnished to the Owner Trustee under the Basic Documents. 
 SECTION 7.03. Representations and
Warranties. The Owner Trustee hereby represents and warrants to the Depositor and for the benefit of the Certificateholders, that: 
 (a) It is a national banking association with trust powers duly organized and validly existing in good standing under the laws of the United States of America. It has full power, right and authority to
execute, deliver and perform its obligations under this Agreement and each other Basic Document. 
 (b) It has taken all
corporate action necessary to authorize the execution and delivery of this Agreement and each other Basic Document, and this Agreement and each other Basic Document has been executed and delivered by one of its officers duly authorized to execute
and deliver this Agreement and each other Basic Document on its behalf. 
 (c) This Agreement constitutes the legal, valid and
binding obligation of the Owner Trustee, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of
creditors’ rights generally and by general principles of equity. 
 (d) It is authorized to exercise trust powers in the
State of Delaware as and to the extent contemplated herein or has appointed a Delaware trustee that is so authorized and it has a principal place of business in the State of Delaware or has appointed a Delaware trustee that has such a principal
place of business. 
 (e) Neither the execution nor the delivery by it of this Agreement nor the consummation by the Owner
Trustee of the transactions contemplated hereby or thereby nor compliance by it with any of the terms or provisions hereof or thereof will contravene any federal or Delaware law, governmental rule or regulation governing the banking or trust powers
of the Owner Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may
be bound. 
 SECTION 7.04. Reliance; Advice of Counsel. 

  

					
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 (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature,
instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond, or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a
certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or
matter the method of the determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on a certificate, signed by the president or any vice president or by the treasurer or other authorized
officers or agents of the relevant party, as to such fact or matter and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. 

(b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under the Basic
Documents, the Owner Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, and the Owner Trustee shall not be liable for the conduct or misconduct of such agents or attorneys if
such agents or attorneys shall have been selected by the Owner Trustee with reasonable care, and (ii) may consult with counsel, accountants and other skilled persons to be selected with reasonable care and employed by it. The Owner Trustee
shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the opinion or advice of any such counsel, accountants or other such persons and not, to the actual knowledge of the Owner Trustee, contrary to this
Agreement or any Basic Document. 
 SECTION 7.05. Not Acting in Individual Capacity. In accepting the trusts hereby
created, Wilmington Trust, National Association acts solely as Owner Trustee hereunder and not in its individual capacity. Except with respect to a claim based on the Owner Trustee’s willful misconduct, bad faith or negligence, no recourse
shall be had for any claim based on any provision of this Agreement, the Notes or Certificates, or based on rights obtained through the assignment of any of the foregoing, against the institution serving as the Owner Trustee in its individual
capacity. The Owner Trustee shall not have any personal obligation, liability or duty whatsoever to any Securityholder or any other Person with respect to any such claim and any such claim shall be asserted solely against the Trust or any indemnitor
who shall furnish indemnity as provided in this Indenture. 
 SECTION 7.06. Owner Trustee Not Liable for Certificates or
Receivables. The Owner Trustee makes no representations as to the validity or sufficiency of this Agreement or of the Certificates or of the Notes (other than the execution by the Owner Trustee on behalf of the Trust of, and the certificate of
authentication on, the Certificates). The Owner Trustee shall have no obligation to perform any of the duties of the Servicer or Administrator. 
 The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of the Certificates, the Notes or any Receivable, any ownership
interest in any Financed Vehicle, or the maintenance of any such ownership interest, or for or with respect to the efficacy of the Trust or its ability to generate the payments to be distributed to Securityholders under this Agreement or the
Indenture, as applicable, including without limitation the validity of the assignment of the Receivables to the Trust or of any intervening assignment; the existence, condition, location and ownership of any


  

					
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Receivable or Financed Vehicle; the existence and enforceability of any physical damage or credit life or credit disability insurance; the existence and contents of any retail installment sales
contract or any computer or other record thereof; the completeness of any retail installment sales contract; the performance or enforcement of any retail installment sales contract; the compliance by the Trust with any covenant or the breach by the
Trust of any warranty or representation made under this Agreement or in any related document and the accuracy of any such warranty or representation prior to the Owner Trustee’s receipt of notice or other discovery of any noncompliance
therewith or any breach thereof; the acts or omissions of the Trust or the Servicer; or any action by the Owner Trustee taken at the instruction of the Certificateholders, provided, however, that the foregoing shall not relieve the
Owner Trustee of its obligation to perform its duties under this Agreement. 
 The Owner Trustee shall not be accountable for
the use or application by the Issuer of any of the Certificates or of the proceeds of such Certificates, of any of the Notes or of the proceeds of such Notes, or for the use or application of any funds paid to the Servicer in respect of the
Certificates. 
 SECTION 7.07. Owner Trustee May Own Certificates and Notes. The Owner Trustee in its individual or any
other capacity (but not in its fiduciary capacity) may become the owner or pledgee of Certificates or Notes and may deal with the Depositor, the Administrator, the Indenture Trustee and the Servicer in banking or other transactions with the same
rights as it would have if it were not Owner Trustee. 
 ARTICLE VIII  

Compensation of Owner Trustee 
 SECTION 8.01. Owner Trustee’s Fees and Expenses. The Administrator shall pay to the Owner Trustee from time to time compensation (which shall not be limited by any provision of law with
respect to the compensation of a trustee of an express trust) for its services as have been separately agreed upon before the date hereof. The Administrator shall reimburse the Owner Trustee for all reasonable out-of-pocket expenses incurred or made
by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Owner Trustee’s agents, counsel, accountants and
experts directly related to its services hereunder (“Expenses”). 
 SECTION 8.02. Indemnification. The
Administrator shall indemnify the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (each, an “Indemnified Party” and collectively, the
“Indemnified Parties”) against any and all loss, liability, claim, tort, penalty or Expense (including reasonable attorneys’ fees) of any kind or nature whatsoever incurred by or asserted against such Indemnified Party in
connection with or arising out of the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder. The Owner Trustee, the Certificate Registrar or the Paying Agent,
as applicable, shall notify the Administrator promptly of any claim for which any Indemnified Party may seek indemnity. Failure by the Owner Trustee, the Certificate Registrar or the Paying Agent, as applicable, to so notify the Administrator shall
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hereunder, except to the extent such failure shall adversely affect the Administrator’s defenses in respect thereof. In case any such action is brought against any Indemnified Party under
this Section 8.02 and the Owner Trustee, the Certificate Registrar or the Paying Agent, as applicable, notifies the Administrator of the commencement thereof, the Administrator will assume the defense thereof, with counsel reasonably
satisfactory to such Indemnified Party (who may, unless there is, as evidenced by an opinion of counsel to such Indemnified Party stating that there is a conflict of interest, be counsel to the Administrator), and the Administrator will not be
liable to such Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. The Administrator need not
reimburse any expense or indemnify against any loss, liability or expense incurred by any Indemnified Party through such Indemnified Party’s own willful misconduct, negligence or bad faith, or with respect to the Owner Trustee only, in the case
of the inaccuracy of any representation or warranty of the Owner Trustee made in Section 7.03. The Indemnified Parties’ rights under this Article VIII shall survive the termination of this Agreement or the resignation or removal of
the Owner Trustee. The Administrator will not be entitled to make any claim upon the Owner Trust Estate for the payment of any liabilities or indemnified expenses in relation to the Administrator’s payment or indemnification of expenses
incurred by any Indemnified Party in the performance of its duties hereunder. To the extent not paid by the Administrator and outstanding for at least 60 days, such fees and indemnities shall be paid pursuant to Section 5.06 of the Sale
and Servicing Agreement, provided, that prior to such payment pursuant to the Sale and Servicing Agreement, the Owner Trustee, the Certificate Registrar or the Paying Agent, as applicable, shall notify the Administrator in writing that such fees and
indemnities have been outstanding for at least 60 days. If such fees and indemnities are paid pursuant to Section 5.06 of the Sale and Servicing Agreement, the Administrator shall reimburse the Issuer in full for such payments. 

SECTION 8.03. Payments to the Owner Trustee. Any amounts paid to any Indemnified Party pursuant to this Article VIII from assets
in the Owner Trust Estate shall be deemed not to be a part of the Owner Trust Estate immediately after such payment. 

ARTICLE IX  
 Termination of Trust Agreement 
 SECTION 9.01. Termination of Trust
Agreement. 
 (a) This Agreement (other than Article VIII) shall terminate and the Trust shall dissolve and be wound up in
accordance with Section 3808 of the Statutory Trust Act, upon the earlier of (i) the maturity or other liquidation of the last Receivable (or other asset) in the Owner Trust Estate and the final distribution of all moneys or other property
or proceeds of the Owner Trust Estate in accordance with the terms of this Agreement, the Indenture and the Sale and Servicing Agreement (including, but not limited to, any property and proceeds to be deposited in the Collection Account pursuant to
the terms of the Sale and Servicing Agreement or to be released by the Indenture Trustee from the Lien of the Indenture pursuant to the terms of the Indenture), and (ii) the election by the Servicer to purchase the corpus of the Trust pursuant
to Section 9.01 of the Sale and Servicing Agreement and the payment or distribution to all Securityholders of all amounts required to be paid to them under the Indenture and this 

  

					
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Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle such
Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate, nor (z) otherwise affect the
rights, obligations and liabilities of the parties hereto. 
 (b) Except as provided in Section 9.01(a), neither the
Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. 
 (c) Notice of any termination of the
Trust, specifying the Distribution Date upon which the Certificateholders shall surrender their Certificates to the Paying Agent for payment of the final distributions and cancellation, shall, if any Certificates are then held by anyone other than
the Depositor or any of its Affiliates, be given by the Owner Trustee to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 of the Sale and
Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Certificates shall be made upon presentation and surrender of the Certificates at the office of the Paying Agent therein designated,
(ii) the amount of any such final payment and (iii) that payment to be made on such Distribution Date will be made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner
Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to Certificateholders. Upon presentation and surrender of the
Certificates (or, in the case of any Certificates held by the Depositor or any of its Affiliates, presentation of proof of cancellation of such Certificates), the Paying Agent shall cause to be distributed to Certificateholders amounts distributable
on such Distribution Date pursuant to Section 5.02. 
 In the event that one or more of the Certificateholders shall
not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or
may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement.
Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor. 

(d) Upon the winding up of the Trust and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by
filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act. 

  

					
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 ARTICLE X  

Successor Owner Trustees and Additional Owner Trustees 
 SECTION 10.01. Eligibility Requirements for Owner Trustee. The Owner Trustee or its direct or indirect parent shall at all times be an entity having a combined capital and surplus of at least
$50,000,000, be subject to supervision or examination by federal or state authorities and be authorized to exercise trust powers in the State of Delaware. If such entity shall publish reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the purpose of this Section 10.01, the combined capital and surplus of such entity shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. In case at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of this Section, the Owner Trustee shall resign immediately in the manner and with the effect specified in
Section 10.02. 
 SECTION 10.02. Resignation or Removal of Owner Trustee. The Owner Trustee may at any time
resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Servicer and the Indenture Trustee. If for any reason, Wilmington Trust, National Association or any of its Affiliates should assume the
duties of the Indenture Trustee, then from that time forward Wilmington Trust, National Association, in its capacity as Owner Trustee, shall resign as Owner Trustee hereunder if any Event of Default under the Indenture occurs and is necessary to
eliminate any conflict of interest under the TIA with the Indenture Trustee or any other trustee under the Indenture. Upon receiving such notice of resignation, the Servicer shall promptly appoint a successor Owner Trustee by written instrument, in
duplicate, one copy of which shall be delivered to each of the resigning Owner Trustee and the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not have accepted such appointment within 30 days after the
giving of such notice of resignation, the resigning Owner Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. 
 If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign promptly, or if at any time the Owner Trustee shall be
legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Administrator may remove the Owner Trustee by written instrument to such effect delivered to the Owner Trustee, the Depositor and the Indenture Trustee. If the Administrator shall
remove the Owner Trustee under the authority of the immediately preceding sentence, the Servicer shall promptly appoint a successor Owner Trustee by written instrument in duplicate, one copy of which instrument shall be delivered to each of the
outgoing Owner Trustee so removed and the successor Owner Trustee, and the Administrator shall pay all fees, expenses and other compensation owed to the outgoing Owner Trustee. 

Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this
Section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. 

  

					
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 SECTION 10.03. Successor Owner Trustee. Any successor Owner Trustee appointed
pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the
predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its predecessor under this Agreement,
with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and
the Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights,
powers, duties, and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee. To the
extent not paid by the successor Owner Trustee, the Administrator shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the successor Owner Trustee.

 No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such
successor Owner Trustee shall meet the criteria for eligibility set forth in Section 10.01. 
 Upon acceptance of
appointment by a successor Owner Trustee pursuant to this Section, the Administrator shall mail or otherwise provide notice of the successor of the Owner Trustee to all Certificateholders, the Indenture Trustee, all Noteholders, and the Rating
Agencies. If the Administrator fails to mail or otherwise provide such notice within 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed or otherwise provided at
the expense of the Administrator. 
 SECTION 10.04. Merger or Consolidation of Owner Trustee. Any corporation into which
the Owner Trustee may be merged or converted or with which it may be consolidated or any corporation resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of the Owner Trustee, shall be the successor of the Owner Trustee hereunder, provided such corporation shall be eligible pursuant to Section 10.01, without the execution or filing of any
instrument or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, further, that the Owner Trustee shall mail notice of such merger or consolidation to the Administrator
(and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement). 
 SECTION 10.05. Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any
jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle may at the time be located, the Administrator and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or
more Persons approved by the Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such


  

					
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Person, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the
Administrator and the Owner Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 25 days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to
make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a trustee pursuant to Section 10.01 and no notice of the appointment of any co-trustee or separate
trustee shall be required pursuant to Section 10.03. 
 Each separate trustee and co-trustee shall, to the extent
permitted by law, be appointed and act subject to the following provision and conditions: 
 (i) all rights,
powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or
co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be
incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties, and obligations (including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed singly
by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; 
 (ii) no trustee
under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and 
 (iii) the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. 

Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees
and co-trustees, as if given to each of them. Each separate trustee and co-trustee, upon its acceptance of the powers and duties conferred thereto under this Agreement, shall be vested with the estates or property specified in its instrument of
appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the
liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Administrator. 
 Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under
or in respect, of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. 

  

					
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 ARTICLE XI 
 Miscellaneous 
 SECTION 11.01. Supplements and Amendments. This
Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the
Administration Agreement), without the consent of any of the Noteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that (i) such action shall not, as evidenced by an
Officer’s Certificate from the Servicer delivered to the Indenture Trustee, materially and adversely affect any Noteholder or (ii) the Rating Agency Condition has been satisfied with respect to such supplement or amendment. Any amendment
that materially and adversely affects the interests of the Certificateholders will require the prior consent of the Holders of not less than a majority of the Certificate Balance. 

This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor
to the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement), with the consent of the Holders of the Notes evidencing not less than a majority of the
Outstanding Amount of the Notes or if all of the Notes have been paid in full, the Holders of the Certificates evidencing not less than a majority of the Certificate Balance 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 the Noteholders or the Certificateholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the
amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders or (b) reduce the aforesaid percentage of
the Outstanding Amount of the Notes and the Certificate Balance required to consent to any such amendment, without the consent of the Holders of all the affected Notes and Certificates. 

Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of
such amendment or consent to each Certificateholder, the Indenture Trustee and the Administrator. The Administrator will thereafter deliver a copy of such notice to each Rating Agency pursuant to Section 1(d) of the Administration Agreement.

 If any proposed amendment or supplement would materially and adversely affect any of the rights or obligations of any
Certificateholder, the Owner Trustee shall obtain the consent of each Certificateholder prior to the adoption of such amendment or supplement; provided, that no Certificateholder’s consent to any such amendment or supplement shall be
unreasonably withheld or delayed, and provided, further, that each Certificateholder’s consent will be deemed to have been given if such Certificateholder does not object in writing within 10 days of receipt of a written request for such
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Certificateholder, the Owner Trustee shall notify the Indenture Trustee of such consent or deemed consent. 
 It shall not be necessary for the consent of Certificateholders, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but
it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. 
 Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. 

Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and
rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own
rights, duties or immunities under this Agreement or otherwise. 
 SECTION 11.02. No Legal Title to Owner Trust Estate in
Certificateholders. The Certificateholders shall not have legal title to any part of the Owner Trust Estate. The Certificateholders shall be entitled to receive distributions with respect to their undivided ownership interest therein only in
accordance with Articles V and IX. No transfer, by operation of law or otherwise, of any right, title or interest of the Certificateholders to and in their ownership interest in the Owner Trust Estate shall operate to terminate this Agreement or the
trusts hereunder or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Owner Trust Estate. 
 SECTION 11.03. Limitations on Rights of Others. Except for Section 2.06, the provisions of this Agreement are solely for the benefit of the Owner Trustee, the Depositor, the
Certificateholders, the Administrator and, to the extent expressly provided herein the Indenture Trustee and the Noteholders, and nothing in this Agreement (other than Section 2.06), whether express or implied, shall be construed to give
to any other Person any legal or equitable right, remedy or claim in the Owner Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein. 

SECTION 11.04. Notices. 
 (a) Unless otherwise expressly specified or permitted by the terms hereof, all notices shall be in writing and shall be deemed given upon receipt by the intended recipient or three Business Days after
mailing if mailed by certified mail, postage prepaid (except that notice to the Owner Trustee shall be deemed given only upon actual receipt by the Owner Trustee), if to the Owner Trustee, addressed to the Corporate Trust Office; if to the
Depositor, addressed to Nissan Auto Receivables Corporation II, One Nissan Way, Franklin, Tennessee 37067, Attention: Treasurer; if to the Trust, addressed to Nissan Auto Receivables 2013-A Owner Trust, c/o Wilmington Trust, National Association,
Rodney Square North, 1100 North Market Street, 

  

					
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Wilmington, Delaware 19890, Attention: Nissan Auto Receivables 2013-A Owner Trust, with a copy to Nissan Motor Acceptance Corporation, One Nissan Way, Franklin, Tennessee 37067, Attention:
Treasurer; or, as to each party, at such other address as shall be designated by such party in a written notice to each other party. All notices, requests, reports, consents or other communications deliverable to any Rating Agency hereunder or under
any other Basic Document shall be deemed to be delivered if a copy of such notice, request, report, consent or other communication has been posted on any website maintained by or on behalf of NMAC pursuant to a commitment to any Rating Agency
relating to the Notes in accordance with 17 C.F.R. 240 17g-5(a)(3). 
 (b) Any notice required or permitted to be given a
Certificateholder shall be given by first-class mail, postage prepaid, at the address of such Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been
duly given, whether or not the Certificateholder receives such notice. 
 SECTION 11.05. Severability. If any one or more
of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid or unenforceable in any jurisdiction, then such covenants, 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 of the Certificates or the rights of the Holders thereof. 

SECTION 11.06. Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be
deemed to be an original, and all of which shall constitute but one and the same instrument. 
 SECTION 11.07. Successors and
Assigns. All covenants and agreements contained herein shall be binding upon, and inure to the benefit of, the Depositor, the Owner Trustee and its successors and each Certificateholder and its successors and permitted assigns, all as herein
provided. Any request, notice, direction, consent, waiver or other instrument or action by a Certificateholder shall bind the successors and assigns of such Certificateholder. 
 SECTION 11.08. No Petition. The Owner Trustee (not in its individual capacity but solely as Owner Trustee), by entering into this Agreement, hereby covenants and agrees, and each Certificateholder,
by accepting a Certificate, and the Indenture Trustee and any Noteholder by accepting the benefits of this Agreement, are thereby deemed to covenant and agree that they will not at any time institute against the Depositor or the Trust, or join in
any institution against the Depositor or the Trust of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any federal or state bankruptcy or similar law. This Section 11.08
shall survive the termination of this Agreement or the termination of the Owner Trustee under this Agreement. 
 SECTION 11.09.
No Recourse. Each Certificateholder by accepting an interest in a Certificate acknowledges that such Certificates represent beneficial interests in the Trust only and do not represent interests in or obligations of the Depositor, NMAC (in any
capacity), the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse 

  

					
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may be had against such parties or their assets, except as may be expressly set forth or contemplated in the Certificates or the Basic Documents. 

SECTION 11.10. Headings. The headings of the various Articles and Sections herein are for convenience of reference only and shall
not define or limit any of the terms or provisions hereof. 
 SECTION 11.11. GOVERNING LAW. THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

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 IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be duly executed
by their respective officers hereunto duly authorized, as of the day and year first above written. 
  

			
	 NISSAN AUTO RECEIVABLES
 CORPORATION II, as Depositor

		
	By:	 	/s/ Shishir Bhushan
		 	Name: Shishir Bhushan
		 	Title:   Treasurer


  

			
	 WILMINGTON TRUST, NATIONAL
 ASSOCIATION, not in its individual capacity but
 solely as Owner Trustee

		
	By:	 	/s/ Dorri Costello
		 	Name: Dorri Costello
		 	Title:   Assistant Vice President



  

					
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 EXHIBIT A 
 (FORM OF CERTIFICATE) 
 THIS CERTIFICATE IS NON-TRANSFERABLE OTHER THAN AS SET
FORTH HEREIN AND IN THE TRUST AGREEMENT (DEFINED BELOW). 
 THIS CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE DEPOSITOR, THE OWNER TRUSTEE, THE SERVICER, THE ADMINISTRATOR, NMAC, NARC II, NISSAN NORTH AMERICA, INC. OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

 EACH PURCHASER AND TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO REPRESENT, WARRANT AND COVENANT THAT IT IS NOT, AND IS
NOT ACQUIRING OR HOLDING THE CERTIFICATE FOR, ON BEHALF OF OR WITH THE ASSETS OF AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), WHICH IS SUBJECT
TO THE PROVISIONS OF TITLE I OF ERISA, A “PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON
OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY OR ANY OTHER EMPLOYEE BENEFIT PLAN OR AN ENTITY, THE ASSETS OF WHICH CONSTITUTE ASSETS OF SUCH A PLAN, THAT IS SUBJECT TO A LAW THAT IS SIMILAR TO THE FIDUCIARY
RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE. 

  

					
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	 NUMBER

R-                    
	  	$                    

 NISSAN AUTO RECEIVABLES 2013-A OWNER TRUST 

ASSET BACKED CERTIFICATE 

Evidencing a fractional undivided ownership interest in the Trust, as defined below, the property of which includes a pool of retail installment sale
contracts secured by new, near-new and used automobiles and light-duty trucks and sold to the Trust by Nissan Auto Receivables Corporation II (“NARC II”). 
 (This Certificate does not represent an interest in or obligation of NARC II, Nissan Motor Acceptance Corporation (“NMAC”), Nissan North America, Inc. or any of their respective affiliates,
except to the extent described below.) 
 THIS CERTIFIES THAT
                                         
               is the registered owner of
                                DOLLARS
($                                 ), nonassessable, fully-paid, fractional
undivided ownership interest in Nissan Auto Receivables 2013-A Owner Trust (the “Trust”) formed by NARC II. 
 The
Trust was created by the Original Trust Agreement, as amended and restated by the Amended and Restated Trust Agreement dated as of January 16, 2013, as amended and supplemented from time to time, (the “Trust Agreement”), between NARC
II, as depositor (the “Depositor”), and Wilmington Trust, National Association, as owner trustee (the “Owner Trustee”), a summary of certain of the pertinent provisions of which is set forth below. Capitalized terms used herein
and not otherwise defined have the meanings assigned to such terms in the Trust Agreement, the Indenture, dated as of January 16, 2013 (the “Indenture”) between the Trust and Citibank, N.A., as indenture trustee (the “Indenture
Trustee”), or in the Sale and Servicing Agreement, dated as of January 16, 2013 (the “Sale and Servicing Agreement”), among the Trust, the Depositor and NMAC, as servicer (the “Servicer”), as applicable. 

This Certificate is one of the duly authorized Certificates designated as “Asset Backed Certificates” (the
“Certificates”) issued pursuant to the Trust Agreement. Certain debt instruments evidencing obligations of the Trust have been issued under the Indenture, consisting of four classes of Notes designated as “0.20000% Asset Backed Notes,
Class A-1,” “0.37% Asset Backed Notes, Class A-2,” “0.50% Asset Backed Notes, Class A-3,” and “0.75% Asset Backed Notes, Class A-4” (collectively, the “Notes”). This Certificate is
issued under and is subject to the terms, provisions and conditions of the Trust Agreement to which Trust Agreement the holder of this Certificate by virtue of the acceptance hereof assents and by which such holder is bound. The property of the
Trust includes a pool of retail installment sale contracts secured by new, near-new and used automobiles and light-duty trucks (the “Receivables”), all monies received after the Cut-off Date, security interests in the vehicles financed
thereby, certain bank accounts and the proceeds thereof, proceeds from claims on certain insurance policies and certain other rights under the Trust Agreement and the Sale and Servicing Agreement and all proceeds of the foregoing. 

  

					
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 Under the Trust Agreement, there will be distributed on the 15th day of each month or, if
such 15th day is not a Business Day, the next Business Day, (each, a “Distribution Date”), commencing on February 15, 2013 to the person in whose name this Certificate is registered at the close of business on the related Record Date,
such Certificateholder’s pro rata portion of the amounts to be distributed to Holders of the Certificates on such Distribution Date in respect of amounts distributable to the Certificateholders of the Certificates pursuant to Section 5.06
of the Sale and Servicing Agreement. 
 The holder of this Certificate acknowledges and agrees that its rights to receive
distributions in respect of this Certificate are subordinated to the rights of the Noteholders as described in the Sale and Servicing Agreement and the Indenture. 
 It is the intent of the Depositor, NMAC and the Certificateholders that, for purposes of federal income tax, state and local income tax, any state single business tax and any other income taxes, the Trust
will be treated as a division or branch of the Person holding the beneficial ownership interests in the Trust for any period during which the beneficial ownership interests in the Trust are held by one person, and will be treated as a partnership,
and the Certificateholders will be treated as partners in that partnership, for any period during which the beneficial ownership interests in the Trust are held by more than one person. For any such period during which the beneficial ownership
interests in the Trust are held by more than one person, each Certificateholder, by acceptance of a Certificate or any beneficial interest on a Certificate, agrees to treat, and to take no action inconsistent with the treatment of, the Certificates
as partnership interests in the Trust for such tax purposes. 
 Each Certificateholder, by its acceptance of a Certificate or
any beneficial interest in a Certificate, covenants and agrees that such Certificateholder will not at any time institute against the Depositor or the Trust, or join in any institution against the Depositor or the Trust 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 Certificates, the Notes, the Trust
Agreement or any of the Basic Documents. 
 Distributions on this Certificate will be made as provided in the Trust Agreement by
the Paying Agent by wire transfer or check mailed to each Certificateholder of record without the presentation or surrender of this Certificate or the making of any notation hereon. Except as otherwise provided in the Trust Agreement and
notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Owner Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency of the
Paying Agent maintained for the purpose by the Owner Trustee. 
 Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 
 Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Owner Trustee or an authenticating agent, by manual or facsimile signature, this


  

					
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Certificate shall not entitle the holder hereof to any benefit under the Trust Agreement or the Sale and Servicing Agreement or be valid for any purpose. 

THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 

  

					
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 IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in its individual
capacity, has caused this Certificate to be duly executed. 
  

							
		 		 	 NISSAN AUTO RECEIVABLES 2013-A OWNER
 TRUST

			
		 		 	 By: WILMINGTON TRUST, NATIONAL
 ASSOCIATION, not in its individual capacity but
 solely as Owner Trustee

				
	Dated:                            
	 		 	By:	 	 
		 		 		 	Authorized Signatory


  

					
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 OWNER TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

This is one of the Certificates referred to in the within-mentioned Trust Agreement. 

 

			
	 WILMINGTON TRUST, NATIONAL
 ASSOCIATION, not in its individual capacity
 but solely as Owner Trustee

		
	By:	 	 
		 	Authorized Signatory



  

					
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 (REVERSE OF CERTIFICATE) 

The Certificates do not represent an obligation of, or an interest in, the Owner Trustee, NMAC, NARC II, Nissan North America, Inc. or
any of their Affiliates and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated herein or in the Trust Agreement or the Basic Documents. In addition, this Certificate is not guaranteed by
any governmental agency or instrumentality and is limited in right of payment to certain collections with respect to the Receivables (and certain other amounts), all as more specifically set forth in the Trust Agreement and in the Sale and Servicing
Agreement. A copy of each of the Sale and Servicing Agreement and the Trust Agreement may be examined during normal business hours at the principal office of the Depositor, and at such other places, if any, designated by the Depositor, by any
Certificateholder upon written request. 
 The Trust Agreement may be amended by the parties thereto, without the consent of any
other Person in the manner set forth in Section 11.01 of the Trust Agreement. 
 As provided in the Trust Agreement, and
subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies of the Certificate Registrar
maintained by the Owner Trustee, accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing,
and thereupon one or more new Certificates of authorized denominations evidencing the same aggregate interest in the Trust will be issued to the designated transferee or transferees. The initial Certificate Registrar appointed under the Trust
Agreement is Wilmington Trust, National Association, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890. 

The Certificates are issuable only as registered Certificates without coupons in denominations of $250,000 and in integral multiples of
$10,000 in excess thereof. As provided in the Trust Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same aggregate denomination, as
requested by the holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or
governmental charge payable in connection therewith. 
 The Owner Trustee, the Certificate Registrar and any agent of the Owner
Trustee or the Certificate Registrar may treat the person in whose name this Certificate is registered as the owner hereof for all purposes and none of the Owner Trustee, the Certificate Registrar or any such agent shall be affected by any notice to
the contrary. 
 The obligations and responsibilities created by the Trust Agreement and the Trust created thereby shall
terminate upon the earliest of (i) the maturity or other liquidation of the last Receivable (or other asset) in the Owner Trust Estate and the final distribution of all moneys or other property or proceeds of the Owner Trust Estate in
accordance with the terms of the Trust Agreement, the Indenture and the Sale and Servicing Agreement (including, but not limited to, any property and proceeds to be deposited in the Collection Account pursuant to the terms of the


  

					
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Sale and Servicing Agreement or to be released by the Indenture Trustee from the Lien of the Indenture pursuant to the terms of the Indenture, and (ii) the election by NMAC, as servicer of
the Receivables under the Sale and Servicing Agreement, or any successor servicer, to purchase the corpus of the Trust pursuant to Section 9.01 of the Sale and Servicing Agreement and the payment or distribution to all Securityholders of all
amounts required to be paid to them under the Indenture and the Trust Agreement; provided, however, such right of purchase by the servicer is exercisable only after the last day of the Collection Period as of which the Pool Balance is less than or
equal to 5% of the Original Pool Balance. 

  

					
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 ASSIGNMENT 
 FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto 
 PLEASE INSERT SOCIAL
SECURITY 
 OR OTHER IDENTIFYING NUMBER 

OF ASSIGNEE 
  

 
 (Please print or type name and address, including
postal zip code, of assignee) 
  
  

the within Certificate, and all rights thereunder, hereby irrevocably constituting and appointing 

                         
                                         
                                         
                                         
Attorney to transfer said Certificate on the books of the Certificate Registrar, with full power of substitution in the premises. 

Dated:                        
     
  

	
	 */

	Signature Guaranteed:
	
	 */



  

	*/	NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Certificate in every particular, without alteration,
enlargement or any change whatever. Such signature must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. 


  

					
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 EXHIBIT B 
 FORM OF TRANSFEREE REPRESENTATION LETTER 
 Nissan Auto Receivables 2013-A Owner Trust

 WILMINGTON TRUST, NATIONAL ASSOCIATION, 
 not in its individual capacity but solely as Owner Trustee 
 Rodney Square North 

1100 North Market Street 
 Wilmington, Delaware
19890 
 Attention: Nissan Auto Receivables 2013-A Owner Trust 
 WILMINGTON TRUST, NATIONAL ASSOCIATION, 
 as Certificate Registrar 

Rodney Square North 
 1100 North Market Street

 Wilmington, Delaware 19890 

Attention: Nissan Auto Receivables 2013-A Owner Trust 
  

	Attention:	Corporate Trust Services — Nissan Auto Receivables 2013-A Owner Trust 

 Re: Transfer of Nissan Auto Receivables 2013-A Owner Trust Certificates, (the “Certificates”) 
 Ladies and Gentlemen: 
 This letter is delivered pursuant to Section 3.03 of
the Amended and Restated Trust Agreement, dated as of January 16, 2013 (the “Trust Agreement”), between Nissan Auto Receivables Corporation II, as Depositor, and Wilmington Trust, National Association, as Owner Trustee (the
“Owner Trustee”), in connection with the transfer by
                                         (the
“Seller”) to the undersigned (the “Purchaser”) of
$                                         balance
of the Certificates. Capitalized terms used and not otherwise defined herein have the meanings assigned to such terms in the Trust Agreement. 
 In connection with such transfer, the undersigned hereby represents and warrants to you and the addressees hereof as follows: 
  ̈ I am not a Non-U.S. Person as defined in the Trust Agreement; 
  ̈ I am not the Depositor and I received beneficial and record ownership of Certificates representing less than 100% of the Certificate Balance, and the
transfer restrictions set forth in Section 3.09 of the Trust Agreement do not apply to this transfer of Certificates; and 

  

					
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  ̈ The Purchaser is not, and is not
acquiring or holding the Certificates for, on behalf of or with the assets of (i) an “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), which
is subject to the provisions of Title I of ERISA, (ii) a “plan” described in and subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), (iii) an entity whose underlying assets
include “plan assets” by reason of an employee benefit plan’s or plan’s investment in the entity, or (iv) any other employee benefit plan or an entity, the assets of which constitute assets of such plan, that is subject to a
law that is similar to the fiduciary responsibility or prohibited transaction provisions of ERISA or Section 4975 of the Code. 
 [Signature appears on next page] 

  

					
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 IN WITNESS WHEREOF, the Purchaser hereby executes this Transferee Representation Letter on
the              day of                     . 

 

					
	Very truly yours,	 	
		
	 	 	,
	The Purchaser	 	
			
	By:	 	 	 	 
		 	Name:	 	
		 	Title:	 	



  

					
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 EXHIBIT C 
 FORM OF TRANSFEROR REPRESENTATION LETTER 
 Nissan Auto Receivables 2013-A Owner Trust

 WILMINGTON TRUST, NATIONAL ASSOCIATION, 
 not in its individual capacity but solely as Owner Trustee 
 Rodney Square North 

1100 North Market Street 
 Wilmington, Delaware
19890 
 Attention: Nissan Auto Receivables 2013-A Owner Trust 
 WILMINGTON TRUST, NATIONAL ASSOCIATION, 
 as Certificate Registrar 

Rodney Square North 
 1100 North Market Street

 Wilmington, Delaware 19890 

Attention: Nissan Auto Receivables 2013-A Owner Trust 
  

	Attention:	Corporate Trust Services — Nissan Auto Receivables 2013-A Owner Trust 


 

	 	Re:	Transfer of Nissan Auto Receivables 2013-A Owner Trust Certificates, (the “Certificates”) 


Ladies and Gentlemen: 
 This
letter is delivered pursuant to Section 3.03 of the Amended and Restated Trust Agreement, dated as of January 16, 2013 (the “Trust Agreement”), between Nissan Auto Receivables Corporation II, as Depositor, and Wilmington Trust,
National Association, as Owner Trustee (the “Owner Trustee”), in connection with the transfer by the undersigned (the “Seller”) to
                                         (the
“Purchaser”) of $
                                         balance
of the Certificates. Capitalized terms used and not otherwise defined herein have the meanings ascribed thereto in the Trust Agreement. The Seller hereby certifies, represents and warrants to you, as Certificate Registrar, that: 

1. The Seller is the lawful owner of the Transferred Certificates with the full right to transfer such Certificates free from any and all
claims and encumbrances whatsoever. 
 2. Neither the Seller nor anyone acting on its behalf has (a) offered, transferred,
pledged, sold or otherwise disposed of any Transferred Certificate, any interest in any Transferred Certificate or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other
disposition of 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 

  

					
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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. 

 

			
	 Very truly yours,

	
	 
	 The Seller

		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  




  

					
		 	C-2	 	(Nissan 2013-A Amended & Restated Trust Agreement)