EX-10.4



 Exhibit 10.4 

ASSET REPRESENTATIONS REVIEW AGREEMENT 

among 
 NISSAN AUTO RECEIVABLES 2017-A OWNER TRUST, 
 as Issuer 

NISSAN MOTOR ACCEPTANCE CORPORATION, 

as Sponsor and Servicer 
 and 

CLAYTON FIXED INCOME SERVICES LLC, 

as Asset Representations Reviewer 

Dated as of March 28, 2017 







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	 ARTICLE I
	 	 USAGE AND DEFINITIONS
	  	 	1	 
			
	 Section 1.1.
	 	 Usage and Definitions
	  	 	1	 
			
	 Section 1.2.
	 	 Additional Definitions
	  	 	2	 
			
	 ARTICLE II
	 	 ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER
	  	 	2	 
			
	 Section 2.1.
	 	 Engagement; Acceptance
	  	 	2	 
			
	 Section 2.2.
	 	 Confirmation of Scope
	  	 	3	 
			
	 ARTICLE III
	 	 ASSET REPRESENTATIONS REVIEW PROCESS
	  	 	3	 
			
	 Section 3.1.
	 	 Review Notices
	  	 	3	 
			
	 Section 3.2.
	 	 Identification of Subject Receivables
	  	 	3	 
			
	 Section 3.3.
	 	 Review Materials
	  	 	3	 
			
	 Section 3.4.
	 	 Performance of Reviews
	  	 	3	 
			
	 Section 3.5.
	 	 Review Reports
	  	 	4	 
			
	 Section 3.6.
	 	 Dispute Resolution
	  	 	5	 
			
	 Section 3.7.
	 	 Limitations on Review Obligations
	  	 	5	 
			
	 ARTICLE IV
	 	 ASSET REPRESENTATIONS REVIEWER
	  	 	6	 
			
	 Section 4.1.
	 	 Representations and Warranties
	  	 	6	 
			
	 Section 4.2.
	 	 Covenants
	  	 	7	 
			
	 Section 4.3.
	 	 Fees, Expenses and Indemnities
	  	 	7	 
			
	 Section 4.4.
	 	 Limitation on Liability
	  	 	8	 
			
	 Section 4.5.
	 	 Indemnification by Asset Representations Reviewer
	  	 	8	 
			
	 Section 4.6.
	 	 Inspections of Asset Representations Reviewer
	  	 	9	 
			
	 Section 4.7.
	 	 Delegation of Obligations
	  	 	9	 
			
	 Section 4.8.
	 	 Confidential Information
	  	 	9	 
			
	 Section 4.9.
	 	 Personally Identifiable Information
	  	 	11	 
			
	 ARTICLE V
	 	 RESIGNATION AND REMOVAL; SUCCESSOR ASSET REPRESENTATIONS REVIEWER
	  	 	13	 
			
	 Section 5.1.
	 	 Eligibility Requirements for Asset Representations Reviewer
	  	 	13	 
			
	 Section 5.2.
	 	 Resignation and Removal of Asset Representations Reviewer
	  	 	13	 
			
	 Section 5.3.
	 	 Successor Asset Representations Reviewer
	  	 	14	 
			
	 Section 5.4.
	 	 Merger, Consolidation or Succession
	  	 	14	 


  
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 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
	 ARTICLE VI
	 	 OTHER AGREEMENTS
	  	 	14	 
			
	 Section 6.1.
	 	 Independence of Asset Representations Reviewer
	  	 	14	 
			
	 Section 6.2.
	 	 No Petition
	  	 	15	 
			
	 Section 6.3.
	 	 Limitation of Liability of Owner Trustee
	  	 	15	 
			
	 Section 6.4.
	 	 Termination of Agreement
	  	 	15	 
			
	 ARTICLE VII
	 	 MISCELLANEOUS PROVISIONS
	  	 	15	 
			
	 Section 7.1.
	 	 Amendments
	  	 	15	 
			
	 Section 7.2.
	 	 Notices
	  	 	16	 
			
	 Section 7.3.
	 	 Limitations on Rights of Others
	  	 	17	 
			
	 Section 7.4.
	 	 Severability
	  	 	17	 
			
	 Section 7.5.
	 	 Separate Counterparts
	  	 	17	 
			
	 Section 7.6.
	 	 Headings
	  	 	17	 
			
	 Section 7.7.
	 	 Governing Law
	  	 	17	 
			
	 Section 7.8.
	 	 Waivers
	  	 	18	 
			
	 Schedule A
	 	 Representations and Warranties, Review Materials and Tests
	  			


  
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 ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of March 28, 2017 (this
“Agreement”), among NISSAN AUTO RECEIVABLES 2017-A OWNER TRUST, a Delaware statutory trust, as Issuer, NISSAN MOTOR ACCEPTANCE CORPORATION, a California Corporation (“NMAC”),
as Sponsor and Servicer, and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company, as Asset Representations Reviewer (the “Asset Representations Reviewer”). 

BACKGROUND 
 WHEREAS, in the
regular course of its business, NMAC purchases certain motor vehicle retail installment sale contracts secured by new, near-new, and used automobiles and light-duty trucks from motor vehicle dealers. 

WHEREAS, in connection with a securitization transaction sponsored by NMAC, NMAC sold a pool of Receivables consisting of retail installment
sale contracts to the Depositor, who sold them to the Issuer. 
 WHEREAS, the Issuer has granted a security interest in the pool of
Receivables to the Indenture Trustee, for the benefit of the Holders of Notes, as security for the Notes issued by the Issuer under the Indenture. 

WHEREAS, the Issuer desires to engage the Asset Representations Reviewer to perform reviews of certain Receivables for compliance with the
representations and warranties made by NMAC and the Depositor about the Receivables in the pool. 
 NOW, THEREFORE, in consideration of the
foregoing, other good and valuable consideration, and the mutual terms and conditions contained herein, the parties hereto agree as follows. 

ARTICLE I 
 USAGE AND DEFINITIONS

 Section 1.1.    Usage and Definitions. Except as otherwise specified herein or if the context may
otherwise require, capitalized terms not defined in this Agreement shall have the respective meanings assigned such terms set forth in the Sale and Servicing Agreement, dated as of the date hereof (the “Sale and Servicing
Agreement”), by and among Nissan Auto Receivables Corporation II, as seller, Nissan Motor Acceptance Corporation, as servicer, Nissan Auto Receivables 2017-A Owner Trust, as issuer, and U.S. Bank
National Association, as indenture trustee. 
 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; the term “including” means “including without limitation;” and the
term “or” is not exclusive. 







 Section 1.2.    Additional Definitions. The following terms have
the meanings given below: 
 “Asset Review” means the performance by the Asset Representations Reviewer of the testing
procedures for each Test and each Subject Receivable according to Section 3.4. 
 “Confidential
Information” has the meaning stated in Section 4.8(b). 
 “Information Recipients” has the meaning stated
in Section 4.8(a). 
 “Issuer PII” has the meaning stated in Section 4.9(a). 

“Personally Identifiable Information” or “PII” has the meaning stated in Section 4.9(a). 

“Review Fee” has the meaning stated in Section 4.3(b). 

“Review Materials” means, for an Asset Review and a Subject Receivable, the documents and other materials for each Test
listed under “Review Materials” in Schedule A. 
 “Review Report” means, for an Asset Review, the report
of the Asset Representations Reviewer prepared according to Section 3.5. 
 “Test” has the
meaning stated in Section 3.4(a). 
 “Test Complete” has the meaning stated in Section 3.4(c). 

“Test Fail” has the meaning stated in Section 3.4(a). 

“Test Pass” has the meaning stated in Section 3.4(a). 

“Underwriter” means, any of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc.,
Mizuho Securities USA Inc., Lloyds Securities Inc., Scotia Capital (USA) Inc., TD Securities (USA) LLC and Wells Fargo Securities, LLC, in its capacity as underwriter or representative of the underwriters pursuant to the underwriting agreement,
dated as of March 21, 2017, between Merrill Lynch, Pierce, Fenner & Smith Incorporated, NMAC and the Depositor. 
 ARTICLE II

 ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER 

Section 2.1.    Engagement; Acceptance. The Issuer engages Clayton Fixed Income Services LLC to act as the
Asset Representations Reviewer for the Issuer. Clayton Fixed Income Services LLC accepts the engagement and agrees to perform the obligations of the Asset Representations Reviewer on the terms in this Agreement. 

  
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 Section 2.2.    Confirmation of Scope. The parties confirm that
the Asset Representations Reviewer is not responsible for (a) reviewing the Receivables for compliance with the representations and warranties under the Transaction Documents, except as described in this Agreement, or (b) determining
whether noncompliance with the representations or warranties constitutes a breach of the Transaction Documents. 
 ARTICLE III 

ASSET REPRESENTATIONS REVIEW PROCESS 

Section 3.1.    Review Notices. On receipt of a Review Notice from the Indenture Trustee according to Section
7.08(b) of the Indenture, the Asset Representations Reviewer will start an Asset Review. The Asset Representations Reviewer will have no obligation to start an Asset Review until a Review Notice is received. 

Section 3.2.    Identification of Subject Receivables. Within ten (10) Business Days after receipt of a
Review Notice, the Servicer will deliver to the Asset Representations Reviewer, with a copy to the Indenture Trustee, a list of the Subject Receivables. 

Section 3.3.    Review Materials. 

(a)    Access to Review Materials. The Servicer will render reasonable assistance to the Asset Representations
Reviewer to facilitate the Asset Review. The Servicer will give the Asset Representations Reviewer access to the Review Materials for all of the Subject Receivables within 10 (ten) days after receipt of the Review Notice in one or more of the
following ways in the Servicer’s reasonable discretion: (i) by providing access to the Servicer’s receivables systems, either remotely or at one of the properties of the Servicer, (ii) by electronic posting of Review Materials to
a password-protected website to which the Asset Representations Reviewer has access, (iii) by providing originals or photocopies at one of the properties of the Servicer where the Receivable Files are located or (iv) in another manner
agreed by the Servicer and the Asset Representations Reviewer. The Servicer may redact or remove PII from the Review Materials so long as all information in the Review Materials necessary for the Asset Representations Reviewer to complete the Asset
Review remains intact and unchanged. 
 (b)    Missing or Insufficient Review Materials. If any of the Review
Materials are missing or insufficient for the Asset Representations Reviewer to perform any Test, the Asset Representations Reviewer will notify the Servicer promptly, and in any event no less than 20 days before completing the Review, and the
Servicer will have 15 days to provide the Asset Representations Reviewer access to such missing Review Materials or other documents or information to correct the insufficiency. If the missing or insufficient Review Materials have not been provided
by the Servicer within 15 days, the parties agree that the Subject Receivable will have a Test Fail for the related Test(s) and the Test(s) will be considered a Test Complete and the Review Report will indicate the reason for the Test Fail. 

Section 3.4.    Performance of Reviews. 

(a)    Test Procedures. For an Asset Review, the Asset Representations Reviewer will perform for each Subject
Receivable the procedures listed under “Tests” in Schedule A for each representation and warranty (each, a “Test”), using the Review Materials listed for each such Test in Schedule A. For each Test and
Subject Receivable, the Asset Representations Reviewer will determine if the Test has been satisfied (a “Test Pass”) or if the Test has not been satisfied (a “Test Fail”). 

  
 3 








 (b)    Review Period. The Asset Representations Reviewer will complete
the Review of all of the Subject Receivables within sixty (60) days after receiving access to the Review Materials under Section 3.3(a). However, if additional Review Materials are provided to the Asset Representations Reviewer under
Section 3.3(b), the Review period will be extended for an additional thirty (30) days. 

(c)    Completion of Review for Certain Subject Receivables. Following the delivery of the list of the Subject
Receivables and before the delivery of the Review Report by the Asset Representations Reviewer, the Servicer may notify the Asset Representations Reviewer if a Subject Receivable is paid in full by the Obligor or purchased from the Issuer by the
Sponsor, the Depositor or the Servicer according to the Basic Documents. On receipt of notice, the Asset Representations Reviewer will immediately terminate all Tests of such Receivables and the Review of such Receivables will be considered complete
(a “Test Complete”). In this case, the Review Report will indicate a Test Complete for the Receivables and the related reason. 

(d)    Previously Reviewed Receivable. If any Subject Receivable was included in a prior Asset Review, the Asset
Representations Reviewer will not perform any Tests on it, but will include the results of the previous Tests in the Review Report for the current Asset Review. 

(e)    Termination of Review. If an Asset Review is in process and the Notes will be paid in full on the next
Distribution Date, the Servicer will notify the Asset Representations Reviewer and the Indenture Trustee no less than ten (10) days before that Distribution Date. On receipt of notice, the Asset Representations Reviewer will terminate the Asset
Review immediately and will have no obligation to deliver a Review Report. 
 Section 3.5.    Review
Reports. 
 (a)    Within five (5) days after the end of the Asset Review period under Section 3.4(b),
the Asset Representations Reviewer will deliver to the Issuer, the Servicer and the Indenture Trustee a Review Report indicating for each Subject Receivable whether there was a Test Pass or a Test Fail for each Test, or whether the Subject
Receivable was a Test Complete and the related reason. The Review Report will contain a summary of the findings and conclusions of the Asset Representations Reviewer with respect to the Asset Review to be included in the Issuer’s Form 10-D report for the Collection Period in which the Review Report is received. The Asset Representations Reviewer will ensure that the Review Report does not contain any Issuer PII. 

(b)    Questions About Review. The Asset Representations Reviewer will make appropriate personnel available to
respond in writing to written questions or requests for clarification of any Review Report from the Indenture Trustee or the Servicer until the earlier of (i) payment in full of the Notes and (ii) one (1) year after the delivery of the
Review Report. The Asset Representations Reviewer will have no obligation to respond to questions or requests for clarification from Noteholders or any Person other than the Indenture Trustee or the Servicer and will direct such Persons to submit
written questions or requests to the Servicer. 

  
 4 








 Section 3.6.    Dispute Resolution. If a Receivable that was
reviewed by the Asset Representations Reviewer is the subject of a dispute resolution proceeding under Section 10.13 of the Sale and Servicing Agreement, the Asset Representations Reviewer will participate in the dispute resolution proceeding
on request of a party to the proceeding. The reasonable out-of-pocket expenses of the Asset Representations Reviewer together with reasonable compensation for the time
it incurs in connection with its participation in any dispute resolution proceeding will be considered expenses of the Requesting Party for the dispute resolution and will be paid by a party to the dispute resolution as determined by the mediator or
arbitrator for the dispute resolution according to Section 10.13 of the Sale and Servicing Agreement. If not paid by a party to the dispute resolution, the expenses will be reimbursed by the Issuer according to
Section 4.3(a). 
 Section 3.7.    Limitations on Review Obligations. 

(a)    Review Process Limitations. The Asset Representations Reviewer will have no obligation: 

(i)    to determine whether a Delinquency Trigger has occurred or whether the required percentage of
Noteholders has voted to direct an Asset Review under the Indenture, and may rely on the information in any Review Notice delivered by the Indenture Trustee; 

(ii)    to determine which Receivables are subject to an Asset Review, and may rely on the lists of Subject
Receivables provided by the Servicer; 
 (iii)    to obtain or confirm the validity of the Review
Materials and no liability for any errors in the Review Materials and may rely on the accuracy and completeness of the Review Materials; 

(iv)    to obtain missing or insufficient Review Materials from any party or any other source; 

(v)    to take any action or cause any other party to take any action under any of the Basic Documents or
otherwise to enforce any remedies against any Person for breaches of representations or warranties about the Subject Receivables; or 

(vi)    to establish cause, materiality or recourse for any failed Test. 

(b)    Testing Procedure Limitations. The Asset Representations Reviewer will only be required to perform the
testing procedures listed under “Tests” in Schedule A, and will have no obligation to perform additional procedures on any Subject Receivable or to provide any information other than a Review Report indicating for each Subject
Receivable whether there was a Test Pass or a Test Fail for each Test, or whether the Subject Receivable was a Test Complete and the related reason. However, the Asset Representations Reviewer may provide additional information about any Subject
Receivable that it determines in good faith to be material to the Review. 

  
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 ARTICLE IV 

ASSET REPRESENTATIONS REVIEWER 

Section 4.1.    Representations and Warranties. The Asset Representations Reviewer represents and warrants to
the Issuer as of the Closing Date: 
 (a)    Organization and Qualification. The Asset Representations Reviewer
is duly organized and validly existing as a limited liability company in good standing under the laws of Delaware. The Asset Representations Reviewer is qualified as a foreign limited liability company in good standing and has obtained all necessary
licenses and approvals in all jurisdictions in which the ownership or lease of its properties or the conduct of its activities requires the qualification, license or approval, unless the failure to obtain the qualifications, licenses or approvals
would not reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under this Agreement. 

(b)    Power, Authority and Enforceability. The Asset Representations Reviewer has the power and authority to
execute, deliver and perform its obligations under this Agreement. The Asset Representations Reviewer has authorized the execution, delivery and performance of this Agreement. This Agreement is the legal, valid and binding obligation of the Asset
Representations Reviewer enforceable against the Asset Representations Reviewer, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable
principles. 
 (c)    No Conflicts and No Violation. The completion of the transactions contemplated by this
Agreement and the performance of the Asset Representations Reviewer’s obligations under this Agreement will not (A) conflict with, or be a breach or default under, any indenture, agreement, guarantee or similar agreement or instrument
under which the Asset Representations Reviewer is a party, (B) result in the creation or imposition of any Lien on any of the assets of the Asset Representations Reviewer under the terms of any indenture, agreement, guarantee or similar
agreement or instrument, (C) violate the organizational documents of the Asset Representations Reviewer or (D) violate any law or, to the Asset Representations Reviewer’s knowledge, any order, rule or regulation of a federal or State
court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Asset Representations Reviewer that applies to the Asset Representations Reviewer, which, in each case, would reasonably be expected to
have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under this Agreement. 

(d)    No Proceedings. To the Asset Representations Reviewer’s knowledge, there are no proceedings or
investigations pending or threatened in writing before a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Asset Representations Reviewer or its properties
(A) asserting the invalidity of this Agreement, (B) seeking to prevent the completion of the transactions contemplated by this Agreement or (C) seeking any determination or ruling that would reasonably be expected to have a material
adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under, or the validity or enforceability of, this Agreement. 

  
 6 








 (e)    Eligibility. The Asset Representations Reviewer meets the
eligibility requirements in Section 5.1. 
 Section 4.2.    Covenants. The Asset
Representations Reviewer covenants and agrees that: 
 (a)    Eligibility. It will notify the Issuer and the
Servicer promptly if it no longer meets the eligibility requirements in Section 5.1. 

(b)    Review Systems; Personnel. It will maintain business process management and/or other systems necessary to
ensure that it can perform each Test and, on execution of this Agreement, will load each Test into these systems. The Asset Representations Reviewer will ensure that these systems allow for each Subject Receivable and the related Review Materials to
be individually tracked and stored as contemplated by this Agreement. The Asset Representations Reviewer will maintain adequate staff that is properly trained to conduct Asset Reviews as required by this Agreement. 

(c)    Maintenance of Review Materials. It will maintain copies of any Review Materials, Review Reports and other
documents relating to an Asset Review, including internal correspondence and work papers, for a period of two (2) years after the termination of this Agreement. 

Section 4.3.    Fees, Expenses and Indemnities. 

(a)    Annual Fee. The Sponsor shall pay to the Asset Representations Reviewer, as reasonable compensation for its
services, an annual fee in the amount of $7,500 (the “Annual Fee”). The Annual Fee shall be payable on the Closing Date and on each anniversary thereof until this Agreement is terminated in accordance with
Section 6.4. The Sponsor shall reimburse the Asset Representations Reviewer for all reasonable out-of-pocket expenses incurred or made by it,
in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Asset Representations Reviewer’s agents, counsel, accountants and experts. 

(b)    Review Fee. Following the completion of an Asset Review and the delivery to the Indenture Trustee of the
Review Report, or the termination of an Asset Review according to Section 3.4(e), and the delivery to the Sponsor and the Servicer of a detailed invoice, the Sponsor shall pay to the Asset Representations Reviewer a fee of $200 for each
Subject Receivable for which the Asset Review was started (the “Review Fee”). However, no Review Fee will be charged for any Subject Receivable which was included in a prior Asset Review or for which no Tests were completed prior to
the Asset Representations Reviewer being notified of a termination of the Asset Review according to Section 3.4(e). To the extent not paid by the Sponsor and outstanding for at least 60 days, the Review Fee shall be paid by the Issuer
pursuant to Section 5.06 of the Sale and Servicing Agreement. 

  
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 (c)    Indemnification. The Sponsor shall indemnify the Asset
Representations Reviewer against any and all loss, liability or expense (including reasonable attorneys’ fees) incurred by the Asset Representations Reviewer in connection with the administration of this Agreement and the performance of its
duties hereunder. The Asset Representations Reviewer shall notify the Sponsor promptly of any claim for which it may seek indemnity. Failure by the Asset Representations Reviewer to so notify the Sponsor shall not relieve the Sponsor of its
obligations hereunder. The Sponsor shall defend any such claim, and the Asset Representations Reviewer may have separate counsel and the Sponsor shall pay the fees and expenses of such counsel. The Sponsor shall not reimburse any expense or
indemnify against any loss, liability or expense incurred by the Asset Representations Reviewer through the Asset Representations Reviewer’s own bad faith, willful misfeasance or negligence in performing its obligations under this Agreement or
breach of this Agreement. The indemnification provided in this Section 4.3(c) shall survive the termination of this Agreement, the termination of the Issuer and the resignation or removal of the Asset Representations Reviewer. The Sponsor
acknowledges and agrees that amounts owing to the Asset Representations Reviewer in respect of the indemnification provided hereunder shall not be limited to or reduced by the amount of Available Amounts on deposit in the Collection Account, except
to the extent that such Available Amounts have been allocated to make a payment to the Asset Representations Reviewer on the next-occurring Distribution Date pursuant to Section 5.06 of the Sale and Servicing Agreement. 

(d)    Payment of Fees and Indemnities. The Asset Representations Reviewer shall submit reasonably detailed
invoices to the Sponsor for any amounts owed to it under this Agreement. To the extent not paid by the Sponsor and outstanding for at least 60 days, the fees and indemnities provided for in this Section 4.3 shall be paid by
the Issuer 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 Asset Representations Reviewer shall notify the Sponsor 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 Sponsor shall reimburse the Issuer in full for such payments. 

Section 4.4.    Limitation on Liability. The Asset Representations Reviewer will not be liable to any Person
for any action taken, or not taken, in good faith under this Agreement or for errors in judgment. However, the Asset Representations Reviewer will be liable for its willful misfeasance, bad faith or negligence in performing its obligations under
this Agreement. In no event will the Asset Representations Reviewer be liable for special, indirect or consequential losses or damages (including lost profit), even if the Asset Representations Reviewer has been advised of the likelihood of the loss
or damage and regardless of the form of action. 
 Section 4.5.    Indemnification by Asset Representations
Reviewer. The Asset Representations Reviewer will indemnify each of the Issuer, the Depositor, the Servicer, the Sponsor, the Owner Trustee and the Indenture Trustee and their respective directors, officers, employees and agents for all costs,
expenses (including reasonable attorneys’ fees and expenses), losses, damages and liabilities, including legal fees and expenses incurred in connection with the enforcement by such Person of any indemnification or other obligation of the Asset
Representations Reviewer, resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement or (b) the Asset Representations Reviewer’s breach
of any of its representations or warranties in this 

  
 8 








 
Agreement. The Asset Representations Reviewer’s obligations under this Section 4.5 will survive the termination of this Agreement, the termination of the Issuer and
the resignation or removal of the Asset Representations Reviewer. 
 Section 4.6.    Inspections of Asset
Representations Reviewer. The Asset Representations Reviewer agrees that, with reasonable prior notice not more than once during any year, it will permit authorized representatives of the Issuer, the Servicer, the Sponsor or the Administrator,
during the Asset Representations Reviewer’s normal business hours, to examine and review the books of account, records, reports and other documents and materials of the Asset Representations Reviewer relating to (a) the performance of the
Asset Representations Reviewer’s obligations under this Agreement, (b) payments of fees and expenses of the Asset Representations Reviewer for its performance and (c) a claim made by the Asset Representations Reviewer under this
Agreement. In addition, the Asset Representations Reviewer will permit the Issuer’s, the Servicer’s, the Sponsor’s or the Administrator’s representatives to make copies and extracts of any of those documents and to discuss them
with the Asset Representations Reviewer’s officers and employees. Each of the Issuer, the Servicer, the Sponsor and the Administrator will, and will cause its authorized representatives to, hold in confidence the information except if
disclosure may be required by law or if the Issuer, the Servicer, the Sponsor or the Administrator reasonably determines that it is required to make the disclosure under this Agreement or the other Basic Documents. The Asset Representations Reviewer
will maintain all relevant books, records, reports and other documents and materials for a period of at least two years after the termination of its obligations under this Agreement. 

Section 4.7.    Delegation of Obligations. The Asset Representations Reviewer may not delegate or subcontract
its obligations under this Agreement to any Person without the consent of the Issuer, the Sponsor and the Servicer. 

Section 4.8.    Confidential Information. 

(a)    Treatment. The Asset Representations Reviewer agrees to hold and treat Confidential Information given to it
under this Agreement in confidence and under the terms and conditions of this Section 4.8, and will implement and maintain safeguards to further assure the confidentiality of the Confidential Information. The Confidential
Information will not, without the prior consent of the Issuer, the Sponsor and the Servicer, be disclosed or used by the Asset Representations Reviewer, or its officers, directors, employees, agents, representatives or affiliates, including legal
counsel (collectively, the “Information Recipients”) other than for the purposes of performing Asset Reviews of Subject Receivables or performing its obligations under this Agreement. The Asset Representations Reviewer agrees that
it will not, and will cause its Affiliates to not (i) purchase or sell securities issued by NMAC or its Affiliates or special purpose entities on the basis of Confidential Information or (ii) use the Confidential Information for the
preparation of research reports, newsletters or other publications or similar communications. 

  
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 (b)    Definition. “Confidential Information” means
oral, written and electronic materials (irrespective of its source or form of communication) furnished before, on or after the date of this Agreement to the Asset Representations Reviewer for the purposes contemplated by this Agreement, including:

 (i)    lists of Subject Receivables and any related Review Materials; 

(ii)    origination and servicing guidelines, policies and procedures and form contracts; and 

(iii)    notes, analyses, compilations, studies or other documents or records prepared by the Sponsor or
the Servicer, which contain information supplied by or on behalf of the Sponsor or the Servicer or their representatives. 
 However, Confidential
Information will not include information that (A) is or becomes generally available to the public other than as a result of disclosure by the Information Recipients, (B) was available to, or becomes available to, the Information Recipients
on a non-confidential basis from a Person or entity other than the Issuer, the Sponsor or the Servicer before its disclosure to the Information Recipients who, to the knowledge of the Information Recipient is
not bound by a confidentiality agreement with the Issuer, the Sponsor or the Servicer and is not prohibited from transmitting the information to the Information Recipients, (C) is independently developed by the Information Recipients without
the use of the Confidential Information, as shown by the Information Recipients’ files and records or other evidence in the Information Recipients’ possession or (D) the Issuer, the Sponsor or the Servicer provides permission to the
applicable Information Recipients to release. 
 (c)    Protection. The Asset Representations Reviewer will take
reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of Confidential Information, including those measures that it takes to protect its own confidential information and not less than a reasonable standard of care.
The Asset Representations Reviewer acknowledges that Personally Identifiable Information is also subject to the additional requirements in Section 4.9. 

(d)    Disclosure. If the Asset Representations Reviewer is required by applicable law, regulation, rule or order
issued by an administrative, governmental, regulatory or judicial authority to disclose part of the Confidential Information, it may disclose the Confidential Information. However, before a required disclosure, the Asset Representations Reviewer, if
permitted by law, regulation, rule or order, will use its reasonable efforts to provide the Issuer, the Sponsor and the Servicer with notice of the requirement and will cooperate, at the Sponsor’s expense, in the Issuer’s and the
Sponsor’s pursuit of a proper protective order or other relief for the disclosure of the Confidential Information. If the Issuer or the Sponsor is unable to obtain a protective order or other proper remedy by the date that the information is
required to be disclosed, the Asset Representations Reviewer will disclose only that part of the Confidential Information that it is advised by its legal counsel it is legally required to disclose. 

(e)    Responsibility for Information Recipients. The Asset Representations Reviewer will be responsible for a
breach of this Section 4.8 by its Information Recipients. 

  
 10 








 (f)    Violation. The Asset Representations Reviewer agrees that a
violation of this Agreement may cause irreparable injury to the Issuer, the Sponsor and the Servicer and the Issuer, the Sponsor and the Servicer may seek injunctive relief in addition to legal remedies. If an action is initiated by the Issuer or
the Servicer to enforce this Section 4.8, the prevailing party will be entitled to reimbursement of costs and expenses, including reasonable attorney’s fees and expenses, incurred by it for the enforcement. 

Section 4.9.    Personally Identifiable Information. 

(a)    Definitions. “Personally Identifiable Information” or “PII” means
information in any format about an identifiable individual, including, name, address, phone number, e-mail address, account number(s), identification number(s), vehicle identification number or
“VIN”, any other actual or assigned attribute associated with or identifiable to an individual and any information that when used separately or in combination with other information could identify an individual. “Issuer
PII” means PII furnished by the Issuer, the Servicer or their Affiliates to the Asset Representations Reviewer and PII developed or otherwise collected or acquired by the Asset Representations Reviewer in performing its obligations under
this Agreement. 
 (b)    Use of Issuer PII. The Issuer does not grant the Asset Representations Reviewer any
rights to Issuer PII except as provided in this Agreement. The Asset Representations Reviewer will use Issuer PII only to perform its obligations under this Agreement or as specifically directed in writing by the Issuer and will only reproduce
Issuer PII to the extent necessary for these purposes. The Asset Representations Reviewer must comply with all laws applicable to PII, Issuer PII and the Asset Representations Reviewer’s business, including any legally required codes of
conduct, including those relating to privacy, security and data protection. The Asset Representations Reviewer will protect and secure Issuer PII. The Asset Representations Reviewer will implement privacy or data protection policies and procedures
that comply with applicable law and this Agreement. The Asset Representations Reviewer will implement and maintain reasonable and appropriate practices, procedures and systems, including administrative, technical and physical safeguards to
(i) protect the security, confidentiality and integrity of Issuer PII, (ii) ensure against anticipated threats or hazards to the security or integrity of Issuer PII, (iii) protect against unauthorized access to or use of Issuer PII
and (iv) otherwise comply with its obligations under this Agreement. These safeguards include a written data security plan, employee training, information access controls, restricted disclosures, systems protections (e.g., intrusion protection,
data storage protection and data transmission protection) and physical security measures. 
 (c)    Additional
Limitations. In addition to the use and protection requirements described in Section 4.9(b), the Asset Representations Reviewer’s disclosure of Issuer PII is also subject to the following requirements: 

(i)    The Asset Representations Reviewer will not disclose Issuer PII to its personnel or allow its
personnel access to Issuer PII except (A) for the Asset Representations Reviewer personnel who require Issuer PII to perform an Asset Review, (B) with the prior consent of the Issuer or (C) as required by applicable law. When
permitted, the disclosure of or access to Issuer PII will be limited to the specific information necessary for the individual to complete the assigned task. The Asset 

  
 11 








 
Representations Reviewer will inform personnel with access to Issuer PII of the confidentiality requirements in this Agreement and train its personnel with access to Issuer PII on the proper use
and protection of Issuer PII. 
 (ii)    The Asset Representations Reviewer will not sell, disclose,
provide or exchange Issuer PII with or to any third party without the prior consent of the Issuer. 
 (d)    Notice
of Breach. The Asset Representations Reviewer will notify the Issuer promptly in the event of an actual or reasonably suspected security breach, unauthorized access, misappropriation or other compromise of the security, confidentiality or
integrity of Issuer PII and, where applicable, immediately take action to prevent any further breach. 

(e)    Return or Disposal of Issuer PII. Except where return or disposal is prohibited by applicable law, promptly
on the earlier of the completion of the Review or the request of the Issuer, all Issuer PII in any medium in the Asset Representations Reviewer’s possession or under its control will be (i) destroyed in a manner that prevents its recovery
or restoration or (ii) if so directed by the Issuer, returned to the Issuer without the Asset Representations Reviewer retaining any actual or recoverable copies, in both cases, without charge to the Issuer. Where the Asset Representations
Reviewer retains Issuer PII, the Asset Representations Reviewer will limit the Asset Representations Reviewer’s further use or disclosure of Issuer PII to that required by applicable law. 

(f)    Compliance; Modification. The Asset Representations Reviewer will cooperate with and provide information to
the Issuer regarding the Asset Representations Reviewer’s compliance with this Section 4.9. The Asset Representations Reviewer and the Issuer agree to modify this Section 4.9 as necessary from
time to time for either party to comply with applicable law. 
 (g)    Audit of Asset Representations Reviewer.
The Asset Representations Reviewer will permit the Issuer and its authorized representatives to audit the Asset Representations Reviewer’s compliance with this Section 4.9 during the Asset Representations
Reviewer’s normal business hours on reasonable advance notice to the Asset Representations Reviewer, and not more than once during any year unless circumstances necessitate additional audits. The Issuer agrees to make reasonable efforts to
schedule any audit described in this Section 4.9 with the inspections described in Section 4.6. The Asset Representations Reviewer will also permit the Issuer and its authorized representatives
during normal business hours on reasonable advance written notice to audit any service providers used by the Asset Representations Reviewer to fulfill the Asset Representations Reviewer’s obligations under this Agreement. 

(h)    Affiliates and Third Parties. If the Asset Representations Reviewer processes the PII of the Issuer’s
Affiliates or a third party when performing an Asset Review, and if such Affiliate or third party is identified to the Asset Representations Reviewer, such Affiliate or third party is an intended third-party beneficiary of this
Section 4.9, and this Agreement is intended to benefit the Affiliate or third party. The Affiliate or third party will be entitled to enforce the PII related terms of this Section 4.9 against the
Asset Representations Reviewer as if each were a signatory to this Agreement. 

  
 12 








 ARTICLE V 

RESIGNATION AND REMOVAL; 
 SUCCESSOR
ASSET REPRESENTATIONS REVIEWER 
 Section 5.1.    Eligibility Requirements for Asset Representations
Reviewer. The Asset Representations Reviewer must be a Person who (a) is not Affiliated with the Sponsor, the Depositor, the Servicer, the Indenture Trustee, the Owner Trustee or any of their Affiliates and (b) was not, and is not
Affiliated with a Person that was, engaged by the Sponsor or any Underwriter to perform any due diligence on the Receivables prior to the Closing Date. 

Section 5.2.    Resignation and Removal of Asset Representations Reviewer. 

(a)    No Resignation of Asset Representations Reviewer. The Asset Representations Reviewer will not resign as Asset
Representations Reviewer except (i) if the Asset Representations Reviewer is merged into or becomes an Affiliate of the Sponsor, the Servicer, the Indenture Trustee, the Owner Trustee, (ii) the Asset Representations Reviewer no longer
meets the eligibility requirements in Section 5.1, or (iii) upon a determination that the performance of its duties under this Agreement is no longer permissible under applicable law and there is no reasonable action
that it could take to make the performance of its obligations under this Agreement permitted under applicable law. Upon the occurrence of one of the foregoing events, the Asset Representations Reviewer shall promptly resign and the Sponsor shall
appoint a successor Asset Representations Reviewer. The Asset Representations Reviewer will deliver a notice of its resignation to the Issuer, the Sponsor and the Servicer, and if the Asset Representation Reviewer resigns pursuant to clause
(b) above, an Opinion of Counsel supporting its determination. 
 (b)    Removal of Asset Representations
Reviewer. If any of the following events occur, the Indenture Trustee, at the direction of Noteholders evidencing a majority of the aggregate Outstanding Amount of the Notes, by notice to the Asset Representations Reviewer, shall remove the
Asset Representations Reviewer and terminate its rights and obligations under this Agreement: 

(i)    the Asset Representations Reviewer no longer meets the eligibility requirements in
Section 5.1; 
 (ii)    the Asset Representations Reviewer breaches any of its
representations, warranties, covenants or obligations in this Agreement; or 
 (iii)    an Insolvency
Event of the Asset Representations Reviewer occurs. 
 (c)    Notice of Resignation or Removal. The Servicer will
notify the Issuer, the Owner Trustee and the Indenture Trustee of any resignation or removal of the Asset Representations Reviewer. 

  
 13 








 Section 5.3.    Successor Asset Representations Reviewer. 

(a)    Engagement of Successor Asset Representations Reviewer. Following the resignation or removal of the Asset
Representations Reviewer, the Sponsor will appoint a successor Asset Representations Reviewer who meets the eligibility requirements of Section 5.1. 

(b)    Effectiveness of Resignation or Removal. No resignation or removal of the Asset Representations Reviewer
will be effective until the successor Asset Representations Reviewer has executed and delivered to the Issuer and the Servicer an agreement accepting its engagement and agreeing to perform the obligations of the Asset Representations Reviewer under
this Agreement or entered into a new agreement with the Issuer on substantially the same terms as this Agreement. 

(c)    Transition and Expenses. If the Asset Representations Review resigns or is removed, the Asset
Representations Reviewer will cooperate with the Issuer and take all actions reasonably requested to assist the Issuer in making an orderly transition of the Asset Representations Reviewer’s rights and obligations under this Agreement to the
successor Asset Representations Reviewer. The Asset Representations Reviewer will pay the reasonable expenses of transitioning the Asset Representations Reviewer’s obligations under this Agreement and preparing the successor Asset
Representations Reviewer to take on such obligations on receipt of an invoice with reasonable detail of the expenses from the Issuer or the successor Asset Representations Reviewer. 

Section 5.4.    Merger, Consolidation or Succession. Any Person (a) into which the Asset Representations
Reviewer is merged or consolidated, (b) resulting from any merger or consolidation to which the Asset Representations Reviewer is a party or (c) succeeding to the business of the Asset Representations Reviewer, if that Person meets the
eligibility requirements in Section 5.1, will be the successor to the Asset Representations Reviewer under this Agreement. Such Person will execute and deliver to the Issuer and the Servicer an agreement to assume the Asset
Representations Reviewer’s obligations under this Agreement (unless the assumption happens by operation of law). 
 ARTICLE VI 

OTHER AGREEMENTS 

Section 6.1.    Independence of Asset Representations Reviewer. The Asset Representations Reviewer will be an
independent contractor and will not be subject to the supervision of, or deemed to be the agent of, the Issuer, the Indenture Trustee or the Owner Trustee for the manner in which it accomplishes the performance of its obligations under this
Agreement. None of the Issuer, the Indenture Trustee or the Owner Trustee shall be responsible for monitoring the performance of the Asset Representations Reviewer or liable to any Person for the failure of the Asset Representations Reviewer to
perform its obligations hereunder. Unless authorized by the Issuer, the Indenture Trustee or the Owner Trustee, respectively, the Asset Representations Reviewer will have no authority to act for or represent the Issuer, the Indenture Trustee or the
Owner Trustee and will not be considered an agent of the Issuer, the Indenture Trustee or the Owner Trustee. Nothing in this Agreement will make the Asset Representations Reviewer and either of the Issuer, the Indenture Trustee or the Owner Trustee
members of any partnership, joint venture or other separate entity or impose any liability as such on any of them. 

  
 14 








 Section 6.2.    No Petition. Each party hereto agrees that, prior
to the date which is one year and one day after payment in full of all obligations of each Bankruptcy Remote Party in respect of all securities issued by any Bankruptcy Remote Party (i) such party shall not authorize any Bankruptcy Remote Party
to commence a voluntary winding-up or other voluntary case or other Proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any
bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote
Party or any substantial part of its property or to consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other Proceeding commenced against such Bankruptcy Remote Party, or to make a
general assignment for the benefit of, its creditors generally, any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) such party shall not commence, join with any other Person in commencing or institute with any other
Person, any Proceeding against such Bankruptcy Remote Party under any bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. This Section 6.2 shall survive the
termination of this Agreement. 
 Section 6.3.    Limitation of Liability of Owner Trustee. This Agreement
has been signed on behalf of the Issuer by Wilmington Trust, National Association not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer. In no event will Wilmington Trust, National Association in its individual
capacity or a beneficial owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under this Agreement, as to all of which recourse shall be had solely to the assets of the
Issuer. For all purposes under this Agreement, the Owner Trustee will be subject to, and entitled to the benefits of, the Trust Agreement. 

Section 6.4.    Termination of Agreement. This Agreement will terminate, except for the obligations under
Section 4.5, on the earlier of (a) the payment in full of all outstanding Notes and the satisfaction and discharge of the Indenture and (b) the date the Issuer is terminated under the Trust Agreement. 

ARTICLE VII 
 MISCELLANEOUS
PROVISIONS 
 Section 7.1.    Amendments. 

(a)    Any term or provision of this Agreement may be amended by the parties hereto, without the consent of any other
Person subject to the satisfaction of one of the following conditions: 
 (i)    the Seller or the
Servicer delivers an Officer’s Certificate or Opinion of Counsel to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; or 

  
 15 








 (ii)    the Rating Agency Condition is satisfied with respect
to such amendment; 
 provided, that no amendment pursuant to this Section 7.1 shall be effective which
affects the rights, protections or duties of the Indenture Trustee or the Owner Trustee without the prior written consent of such Person, (which consent shall not be unreasonably withheld or delayed); provided, further, that in the
event that any Certificates are held by anyone other than the Administrator or any of its Affiliates, this Agreement may only be amended by the parties hereto if, in addition, (i) the Holders of the Certificates evidencing a majority of the
Certificate Balance of the Certificates consent to such amendment or (ii) such amendment shall not, as evidenced by an Officer’s Certificate of the Administrator or an Opinion of Counsel delivered to the Owner Trustee, materially and
adversely affect the interests of the Certificateholders. 
 (b)    This Agreement may also be amended by the parties
hereto 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 with the consent of: 

(i)    the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; and

 (ii)    the Holders of the Certificates evidencing a majority of the Certificate Balance. 

It will not be necessary for the consent of Noteholders or Certificateholders to approve the particular form of any proposed amendment or
consent, but it will be sufficient if such consent approves the substance thereof. 
 (c)    Promptly after the
execution of any such amendment or consent, the Servicer shall furnish written notification of the substance of such amendment or consent to each Rating Agency. 

(d)    Prior to the execution of any amendment to this Agreement, the Owner Trustee and the Indenture 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 and the Indenture Trustee may, but shall not be obligated to, enter into any such
amendment which adversely affects the Owner Trustee’s or the Indenture Trustee’s, as applicable, own rights, duties or immunities under this Agreement. 

Section 7.2.    Notices. All demands, notices, communications and instructions upon or to the Seller, the
Servicer, the Owner Trustee, the Indenture Trustee or the Rating Agencies under this Agreement shall be in writing, personally delivered or mailed by certified mail, return receipt requested, and shall be deemed to have been duly given upon receipt
(a) in the case of the Seller, to Nissan Auto Receivables Corporation II, One Nissan Way, Franklin, Tennessee, 37067, Attention: Treasurer, (b) in the case of the Servicer, to Nissan Motor Acceptance Corporation, One Nissan Way, Franklin,
Tennessee, 37067, Attention: Treasurer, (c) in the case of the Issuer or the Owner Trustee, to Nissan Auto Receivables 2017-A Owner Trust, c/o Wilmington Trust, National Association, Rodney Square North,
1100 North Market Street, Wilmington, Delaware 

  
 16 








 
19890, Attention: Nissan Auto Receivables 2017-A Owner Trust, (d) in the case of the Indenture Trustee, to U.S. Bank National Association, 190 South
LaSalle Street, 7th Floor, Chicago, IL 60603, Attention: NAROT 2017-A, (e) in the case of Moody’s, to Moody’s Investors Service, Inc., ABS Monitoring Department, 7 World Trade Center, 250
Greenwich Street, New York, New York 10007, (f) in the case of Fitch, to Fitch Ratings, 33 Whitehall Street, New York, New York, 10004, Attention: Asset-Backed Securities Group, and (g) in the case of the Asset Representations Reviewer, to
Clayton Fixed Income Services LLC, 1700 Lincoln Street Suite 2600, Denver, CO 80203, Attention: SVP Surveillance, with a copy to Clayton Fixed Income Services LLC, 100 Beard Sawmill Road, Suite 200, Shelton, CT 06484, Attention: General Counsel, or,
as to each of the foregoing, at such other address as shall be designated by written notice to the other parties. 

(a)    All notices, requests, reports, consents or other communications required to be delivered to the Rating Agencies by
the Servicer hereunder shall be delivered by the Servicer to each Rating Agency then rating the Notes; provided, however, that all notices, requests, reports, consents or other communications required to be delivered to the Rating Agencies 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). 

Section 7.3.    Limitations on Rights of Others. The provisions of this Agreement are solely for the benefit
of the Sponsor, the Servicer, the Issuer and the Asset Representations Reviewer. The Indenture Trustee (for the benefit of itself and the Noteholders) will be an express third-party beneficiary of this Agreement and entitled to enforce this
agreement against the parties hereto. Nothing in this Agreement, 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 7.4.    Severability. Any
provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 

Section 7.5.    Separate Counterparts. This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. 

Section 7.6.    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 7.7.    Governing
Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401


  
 17 








 
OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 

Section 7.8.    Waivers. No failure or delay on the part of any party hereto in exercising any power, right or
remedy under this Agreement shall operate as a waiver hereof or thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other or further exercise hereof or thereof or the exercise of any such power, right or
remedy preclude any other or further exercise hereof or thereof or the exercise of any other power, right or remedy. 
 [Remainder of Page
Left Blank] 

  
 18 








 EXECUTED BY: 
  

					
	 NISSAN AUTO RECEIVABLES 2017-A OWNER TRUST,

as Issuer

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

		 	Name:	 	Dorri Costello
		 	Title:	 	Vice President
	
	 NISSAN MOTOR ACCEPTANCE CORPORATION,

as Servicer

		
	By:	 	 /s/ Steven W. Hetrick

		 	Name:	 	Steven W. Hetrick
		 	Title:	 	Treasurer
	
	 CLAYTON FIXED INCOME SERVICES LLC,

as Asset Representations Reviewer

		
	By:	 	 /s/ Robert Harris

		 	Name:	 	Robert Harris
		 	Title:	 	Secretary



  
 Signature Page to Asset
Representations Review Agreement 








 Schedule A 

Representations and Warranties, Review Materials and Tests 

Representation and Warranty 
  

	 	(a)	Characteristics of Receivables. Such Receivable 

 a.    has been
originated in the United States of America by a Dealer for the retail sale of a Financed Vehicle, has been fully and properly executed or authenticated by the parties thereto, and has been validly assigned by such Dealer to NMAC, 

b.    created a valid and enforceable security interest in favor of NMAC in such Financed Vehicle, 

c.    contains provisions that entitle the holder thereof to realize on the collateral as security, 

d.    provides for level monthly payments that fully amortize the Amount Financed over an original term of no greater than
75 payments, except that (i) the payment amount in the first or last month in the life of the Receivable may be minimally different from the level payment amount and (ii) the initial payment on such Receivable may have been deferred for up
to 90 days, and 
 e.    provides for interest at the related APR. 

Review Materials 
 Retail Sale Contract 

Dealer Agreement 
 Servicing System Records/Data File 

Tests 
  

	i)	Origination of Each Receivable 

  

	 	a)	Review the Contract and confirm the Dealer address is in the United States. 

  

	 	b)	Review the Contract and confirm that the Buyer, Co-buyer (if applicable) and Dealer have signed the Contract 


 

	 	c)	Review the Contract and confirm that NMAC, or an acceptable variation of the name, is listed as the assignee within the Assignment Section 


 

	 	d)	Review the Contact and confirm the VIN on the Contract matches the VIN on the certificate of title or application for title 

  

	 	e)	Review the Contact and confirm the Dealer (Seller) signed the Assignment section of the Contract 









	ii)	Security Interest Enforcement 

  

	 	a)	Review the Receivable File and confirm that the security interest has not been subordinated and the Receivable maintains an enforceable security interest in favor of NMAC for the Financed Vehicle 


 

	iii)	Repossession 

  

	 	a)	Review the Contract and confirm that it contains language entitling the holder to repossess the financed vehicle 

  

	iv)	Fully Amortizing Payment Schedule 

  

	 	a)	Review the Contract and confirm all payments are equivalent with the possible exception of the first and last payments which may differ within an appropriate range 


 

	 	b)	Review the Truth in Lending section of the Contract and calculate the product of the Amount of Payments with the Number of Payments and confirm that this amount is equal to the Total of Payments 


 

	 	c)	Confirm the original term is not greater than 75 payments 

  

	 	d)	Confirm that the first payment is not deferred more than 90 days past the contract date 

  

	 	e)	Confirm the Obligor has made the initial payment 

  

	v)	Fully Realized Interest 

  

	 	a)	Confirm the interest portion of the monthly payments is calculated based on the APR reported on the Contract 

  

	vi)	If Steps (i) through (v) are confirmed, then Test Pass. 








 Representation and Warranty 

 

	 	(b)	Compliance with Law. Such Receivable complied at the time it was originated or made with all requirements of applicable federal, state and local laws, and regulations thereunder. 


Review Materials 
 Retail Sale Contract 

Tests 
  

	 	i)	Review the Contract form number and revision date and confirm it is on the list of Approved Contract Forms. 

  

	 	ii)	If step (i) is confirmed, then Test Pass 








 Representation and Warranty 

 

	 	(c)	Binding Obligation. Such Receivable represents the legal, valid and binding payment obligation in writing of the related Obligor, enforceable by the holder thereof in accordance with its terms subject to
(i) the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, (ii) the effect of general equitable principles and (iii) the potential unenforceability of waivers
of jury trial provisions in certain states. 

 Review Materials 

Retail Sale Contract 
 Tests 

 

	i)	Review the Contract form number and revision date and confirm it is on the list of Approved Contract Forms 

  

	ii)	Confirm the buyer and co-buyer (if applicable) signed the Contract 

  

	iii)	If Step (i) and (ii) are confirmed, then Test Pass 








 Representation and Warranty 

 

	 	(d)	Security Interest in Financed Vehicle. Immediately prior to the sale, assignment and transfer thereof to the Issuer, such Receivable was secured by a validly perfected first priority security interest in the
Financed Vehicle in favor of NMAC as secured party or all necessary and appropriate actions shall have been commenced that would result in the valid perfection of a first priority security interest in the Financed Vehicle in favor of NMAC as secured
party. 

 Review Materials 
 Retail
Sale Contract 
 Title Documents 
 Receivable File 

Tests 
  

	i)	Observe the Title Documents and confirm they report NMAC, or an accepted variation of the name, as the first lien holder. 

  

	ii)	Observe the Obligor name on the Contract and confirm the name matches the name on the Title Documents 

  

	iii)	Observe the Vehicle Identification Number (VIN) on the Contract and confirm it matches the VIN number as reported in the Title Documents 


 

	iv)	If Steps (i) through (iii) are confirmed, then Test Pass 








 Representation and Warranty 

 

	 	(e)	Repossession. As of the Cut-off Date, according to the records of NMAC, the Financed Vehicle related to such Receivable has not been repossessed and the possession thereof
not reinstated. 

 Review Materials 

Servicing System Records/Data File 
 Tests 

 

	i)	Confirm the Financed Vehicle was not marked as repossessed as of the Cut-Off Date 

  

	ii)	If Step (i) is confirmed, it will be a Test Pass 








 Representation and Warranty 

 

	 	(f)	Receivables in Force. The records of the Servicer do not reflect that such Receivable has been satisfied, subordinated or rescinded, nor that any Financed Vehicle has been released from the lien granted by the
related Receivable in whole or in part. 

 Review Materials 

Servicing System Records/Data File 
 Receivable File 

Tests 
  

	i)	Observe the Receivable File and confirm there is no indication the Receivable was subordinated or Rescinded 

  

	ii)	Observe the Receivable File and confirm there is no indication the Receivable was satisfied prior to the Cut-off Date 


 

	iii)	Observe the Receivable File and confirm there is no indication the Financed Vehicle has been released from the Lien in whole or in part 


 

	iv)	If Steps (i), (ii) and (iii) are confirmed, then Test Pass 








 Representation and Warranty 

 

	 	(g)	No Waiver. No provision of a Receivable has been waived in a manner that is prohibited by the provisions of Section 4.01. 


Review Materials 
 Receivable File 

Servicing System Records/Data File 
 Tests 

 

	i)	Review the Receivable File and confirm there is no indication the terms of the Receivable have been waived, altered or modified so as to extend the date for final payment beyond April 30, 2023 (the last day of the
Collection Period preceding the latest Final Scheduled Distribution Date of any Notes issued under the Indenture) 

  

	ii)	Review the Receivable File and confirm there is no indication the terms of the Receivable have been waived, altered or modified so as to reduce the APR or Principal Balance other than as required by applicable law or
court order if documentation of such is contained in the Receivable File 

  

	iii)	If Steps (i) and (ii) are confirmed, then Test Pass 








 Representation and Warranty 

 

	 	(h)	No Defenses. The records of the Servicer do not reflect that such Receivable is subject to any asserted or threatened right of rescission, setoff, counterclaim or defense. 


Review Materials 
 Receivable File 

Retail Sale Contract 
 Dealer Agreement 

Tests 
  

	i)	Review the Receivable File and confirm there is no indication that the Receivable is subject to rescission, setoff, counterclaim or defense that would cause the Receivable to become invalid 


 

	ii)	If confirmed, then Test Pass 








 Representation and Warranty 

 

	 	(i)	No Default. The records of the Servicer reflect that, except for payment defaults continuing for a period of not more than 29 days as of the Cut-off Date, no default,
breach, violation or event permitting acceleration under the terms of such Receivable has occurred. 

 Review Materials 

Receivable File 
 Servicing System Records/Data File 

Tests 
  

	i)	Confirm there is no indication of a default, breach, violation or event that would permit acceleration under the terms of the Receivable except for payment default within 29 days of the
Cut-off Date. 

  

	ii)	If confirmed, then Test Pass 








 Representation and Warranty 

 

	 	(j)	Insurance. The Obligor is required under the terms of the related Receivable to maintain physical damage insurance covering the Financed Vehicle. 


Review Materials 
 Retail Sale Contract 

Tests 
  

	i)	Confirm the Contract contains language that requires the Obligor to obtain and maintain insurance against physical damage to the Financed Vehicle 


 

	ii)	If confirmed, then Test Pass 








 Representation and Warranty 

 

	 	(k)	Certificate of Title. The Receivable File related to such Receivable contains the original Certificate of Title (or a photocopy or image thereof) or evidence that an application for a Certificate of Title has
been filed. 

 Review Materials 

Receivable File 
 Tests 

 

	i)	Confirm Receivable File contains the original Certificate of Title (or photocopy) or evidence of application for Certificate of Title. 


 

	ii)	If confirmed, it will be a Test Pass. 








 Representation and Warranty 

 

	 	(l)	Lawful Assignment. Such Receivable has not been originated in, or shall be subject to the laws of, any jurisdiction under which the sale, transfer and assignment of such Receivable under this Agreement are
unlawful, void or voidable. 

 Review Materials 

Retail Sale Contract 
 Tests 

 

	i)	Review the Contract form number and revision date and confirm it is on the list of Approved Contract Forms 

  

	ii)	If confirmed, then Test Pass 








 Representation and Warranty 

 

	 	(m)	Chattel Paper. Such Receivable constitutes either “tangible chattel paper” or “electronic chattel paper” as such terms are defined in the UCC. 


Review Materials 
 Retail Sale Contract 

Title Documents 
 Tests 

 

	i)	Review the Contract form number and revision date and confirm it is on the list of Approved Contract Forms 

  

	ii)	Confirm there is a signature under the appropriate buyer, co-buyer and seller signature lines within the Contract 


 

	iii)	Confirm the Contract reports an amount financed greater than zero 

  

	iv)	Confirm there is documentation of a lien against the Title of a vehicle 

  

	v)	If (i) through (iv) are confirmed, then Test Pass 








 Representation and Warranty 

 

	 	(n)	Simple Interest Receivable. Such Receivable is a Simple Interest Receivable. 

 Review Materials

 Retail Sale Contract 
 Tests 

 

	i)	Review the Contract and confirm that it is a simple interest Contract. 

  

	ii)	If confirmed, then Test Pass 








 Representation and Warranty 

 

	 	(o)	APR. The Annual Percentage Rate of such Receivable ranges from 0.00% to 10.07%. 

 Review Materials

 Retail Sale Contract 
 Tests 

 

	i)	Confirm the APR reported in the Truth in Lending disclosure on the Contract is between 0.00% and 10.07%. 

  

	ii)	If confirmed, then Test Pass 








 Representation and Warranty 

 

	 	(p)	Maturity. As of the Cut-off Date, such Receivable had a remaining term to maturity of not less than 2 payments and not greater than 69 payments. 


Review Materials 
 Servicing System Records/Data
File 
 Tests 
  

	i)	Review the data file as of the Cut-off Date and confirm the Receivable has a remaining term of at least 2 payments and not greater than 69 payments 


 

	ii)	If confirmed, then Test Pass 








 Representation and Warranty 

 

	 	(q)	First Payment. As of the Cut-off Date, the related Obligor has made the initial payment on such Receivable. 


Review Materials 
 Servicing System Records/Data
File 
 Tests 
  

	i)	Review servicing system records and confirm that the Obligor has made at least one payment on the Receivable. 

  

	ii)	If confirmed, then Test Pass 








 Representation and Warranty 

 

	 	(r)	Balance. Such Receivable had an original Principal Balance of not more than $79,915.43 and, as of the Cut-off Date, had a Principal Balance of not less than $2,000.00 and
not more than $73,738.24. 

 Review Materials 

Retail Sale Contract 
 Sale and Servicing Agreement 

Servicing System Records/Data File 
 Tests 

 

	 	i)	Review the Contract and confirm that the original principal balance is less than or equal to $79,915.43. 

  

	 	ii)	Review servicing system records and confirm that the remaining principal balance as of the Cut-off Date is greater than or equal to $73,738.24, but less than or equal to
$2,000.00. 

  

	 	iii)	If (i) and (ii) are confirmed, then Test Pass 








 Representation and Warranty 

 

	 	(s)	Delinquency. Such Receivable was not more than 29 days past due as of the Cut-off Date, and such Receivable has not been extended by more than two months.


 Review Materials 
 Servicing
System Records/Data File 
 Retail Sale Contract Amendments (if necessary) 

Tests 
  

	i)	Review servicing system record and confirm that the Next Due Date as of the Cut-off Date was not more than 29 days from the Cut-off Date.


  

	ii)	Review the Contract and any Contract amendments and confirm the Receivable was not amended to extend the payment term by more than 2 months. 


 

	iii)	If (i) and (ii) are confirmed, then Test Pass 








 Representation and Warranty 

 

	 	(t)	Bankruptcy. No Obligor was the subject of a bankruptcy proceeding (according to the records of NMAC) as of the Cut-off Date. 


Review Materials 
 Servicing System Records/Data
File 
 Receivable File 
 Tests 

 

	i)	Review servicing records and confirm the Obligor is not the subject of a bankruptcy proceeding as of the Cut-off Date 


 

	ii)	If confirmed, then Test Pass 








 Representation and Warranty 

 

	 	(u)	Origination. Such Receivable has an origination date on or after February 21, 2011. 

 Review
Materials 
 Retail Sale Contract 
 Tests

  

	i)	Confirm the execution date of the Contract is on or after February 21, 2011. 

  

	ii)	If confirmed, then Test Pass 








 Representation and Warranty 

 

	 	(v)	Receivables Files. There is only one original executed copy of each “tangible record” constituting or forming a part of such Receivable that is tangible chattel paper and a single “authoritative
copy” (as such term is used in Section 9-105 of the UCC) of each electronic record constituting or forming a part of such Receivable that is electronic chattel paper. The Receivable Files that
constitute or evidence such Receivable do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed by the Seller to any Person other than the Issuer. 


Review Materials 
 Retail Sale Contract 

Receivable File 
 Tests 

 

	i)	If the Contract is considered a “tangible record”, confirm there is one original executed copy. 

  

	ii)	If the Contract was electronic, confirm it was completed electronically and is identified as being held in NMAC’s electronic vault maintained by Dealertrack or any successor provider. 


 

	iii)	Review the Receivable File and confirm there is no indication the Receivable has been pledged, assigned or conveyed to anyone other than NMAC or the Issuer. 


 

	iv)	If (i) or (ii) and (iii) are confirmed, then Test Pass 








 Representation and Warranty 

 

	 	(w)	Force-Placed Insurance Premiums. No contract relating to such Receivable has had force-placed insurance premiums added to the amount financed. 


Review Materials 
 Retail Sale Contract 

Tests 
  

	i)	Confirm the Contract does not have force-placed insurance premium added to the amount financed 

  

	ii)	If confirmed, then Test Pass 








 Representation and Warranty 

 

	 	(x)	No Government Obligors. Such receivable shall not be due from the United States or any state, or from any agency, department subdivision or instrumentality thereof. 


Review Materials 
 Retail Sale Contract 

Tests 
  

	i)	Review the Contract and confirm the Buyer or Co-Buyer is not a federal or state government, agency, department subdivision or instrumentality 


 

	ii)	If confirmed, then Test Pass