exv10w3






Exhibit 10.3




ADMINISTRATION AGREEMENT




among



NISSAN AUTO RECEIVABLES 2010-A OWNER TRUST

as Issuer



NISSAN MOTOR ACCEPTANCE CORPORATION,

as Administrator



U.S. BANK NATIONAL ASSOCIATION,

as Indenture Trustee



and



WILMINGTON TRUST COMPANY,

as Owner Trustee



Dated as of September 22, 2010



 









 





TABLE OF CONTENTS






	 	 	 	 	 
	 
	 	Page
	 
	1. DUTIES OF THE ADMINISTRATOR
	 	 	2	 
	2. RECORDS
	 	 	8	 
	3. COMPENSATION
	 	 	8	 
	4. ADDITIONAL INFORMATION TO BE FURNISHED TO THE ISSUER
	 	 	8	 
	5. INDEPENDENCE OF THE ADMINISTRATOR
	 	 	8	 
	6. NO JOINT VENTURE
	 	 	9	 
	7. OTHER ACTIVITIES OF ADMINISTRATOR
	 	 	9	 
	8. TERM OF AGREEMENT; RESIGNATION AND REMOVAL OF ADMINISTRATOR
	 	 	9	 
	9. ACTION UPON TERMINATION, RESIGNATION OR REMOVAL
	 	 	10	 
	10. NOTICES
	 	 	11	 
	11. AMENDMENTS
	 	 	11	 
	12. SUCCESSOR AND ASSIGNS
	 	 	12	 
	13. GOVERNING LAW
	 	 	12	 
	14. NO PETITION
	 	 	12	 
	15. HEADINGS
	 	 	12	 
	16. COUNTERPARTS
	 	 	12	 
	17. SEVERABILITY OF PROVISIONS
	 	 	13	 
	18. NOT APPLICABLE TO NMAC IN OTHER CAPACITIES
	 	 	13	 
	19. LIMITATION OF LIABILITY OF OWNER TRUSTEE AND INDENTURE TRUSTEE
	 	 	13	 






i









 






     This ADMINISTRATION AGREEMENT, dated as of September 22, 2010 (this “Agreement”), among NISSAN
AUTO RECEIVABLES 2010-A OWNER TRUST, a Delaware statutory trust (the “Issuer”), NISSAN MOTOR
ACCEPTANCE CORPORATION, a California corporation, as administrator (the “Administrator”), and U.S.
BANK NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but
solely as Indenture Trustee (as defined below), and WILMINGTON TRUST COMPANY, a Delaware banking
corporation, not in its individual capacity but solely as Owner Trustee (as defined below).



W I T N E S S E T H:



     WHEREAS, beneficial ownership interests in the Issuer represented by the Nissan Auto
Receivables 2010-A Owner Trust Asset Backed Certificates (the “Certificates”) have been issued in
connection with the formation of the Issuer pursuant to the Amended and Restated Trust Agreement,
dated as of September 22, 2010 (the “Trust Agreement”), between Nissan Auto Receivables Corporation
II (“NARC II”), a Delaware corporation, as depositor, and Wilmington Trust Company, as owner
trustee (the “Owner Trustee”) to the owners thereof (the “Owners”);



     WHEREAS, the Issuer is issuing the Nissan Auto Receivables 2010-A Owner Trust 0.35590% Asset
Backed Notes, Class A-1, the Nissan Auto Receivables 2010-A Owner Trust 0.55% Asset Backed Notes,
Class A-2, the Nissan Auto Receivables 2010-A Owner Trust 0.87% Asset Backed Notes, Class A-3, and
the Nissan Auto Receivables 2010-A Owner Trust 1.31% Asset Backed Notes, Class A-4 (collectively,
the “Notes”) pursuant to the Indenture, dated as of September 22, 2010, (as amended and
supplemented from time to time, the “Indenture”), between the Issuer and U.S. Bank National
Association, as indenture trustee (the “Indenture Trustee”); capitalized terms used herein and not
defined herein shall have the meanings ascribed thereto in the Indenture, the Trust Agreement or
the Sale and Servicing Agreement, dated as of September 22, 2010, among the Issuer, Nissan Motor
Acceptance Corporation (“NMAC”), as servicer, and NARC II, as seller (the “Sale and Servicing
Agreement”), as the case may be;



     WHEREAS, the Issuer has entered into certain agreements in connection with the issuance of the
Certificates and the Notes, including the Purchase Agreement, dated as of September 22, 2010 (the
“Purchase Agreement”), between NMAC, as seller, and NARC II, as purchaser, the Trust Agreement, the
Indenture, this Agreement, the Securities Account Control Agreement, the Note Depository Agreement
and the Sale and Servicing Agreement (collectively, the “Basic Documents”);



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



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



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



 









 





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



     1. DUTIES OF THE ADMINISTRATOR.



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





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




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




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




     (C) [Reserved]




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




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



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




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




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




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




     (J) furnishing the required Opinions of Counsel on September 22, 2010
and at such other times, in accordance with Sections 3.06 and 8.06 of the
Indenture, and delivering the annual Officer’s Certificates and certain
other statements as to compliance with the Indenture, in accordance with
Section 3.09 of the Indenture (Sections 3.06, 3.09 and 8.06);




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




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




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




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




     (O) monitoring the Issuer’s obligations as to the satisfaction and
discharge of the Indenture and the preparation of an Officer’s



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Certificate and obtaining the Opinion of Counsel and the Independent
Certificate (as defined in the Indenture) related thereto (Section 4.01);




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




     (Q) Intentionally Blank




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




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




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




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




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




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




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




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




          (ii) The Administrator shall also:




     (A) cause the Servicer to pay the Indenture Trustee from time to time
the reasonable compensation provided for in the Indenture with respect to
services rendered by the Indenture Trustee and cause the Servicer to pay the
Owner Trustee from time to time the reasonable compensation provided for in
the Trust Agreement with respect to services



4









 







rendered by the Owner Trustee (which compensation shall not be limited
by any provision of law in regard to the compensation of a trustee of an
express trust);




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




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




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



          (b) Additional Duties.





          (i) In addition to the duties of the Administrator set forth above, the
Administrator shall perform such calculations, and shall prepare for
execution by the Issuer or the Owner Trustee or shall cause the preparation
by other appropriate persons of all such documents, reports, filings,
instruments, certificates and opinions as it shall be the duty of the Issuer
or the Owner Trustee to prepare, file or deliver pursuant to the Basic
Documents, and at the request of the Owner Trustee shall take all
appropriate action that it is the duty of the Issuer or the Owner Trustee to
take pursuant to the Basic Documents. Subject to Section 5 of this
Agreement, and in accordance with the reasonable written directions of



5









 







the Owner Trustee, the Administrator shall administer, perform or
supervise the performance of such other activities in connection with the
Collateral (including the Basic Documents) as are not covered by any of the
foregoing provisions and as are expressly requested by the Owner Trustee and
are reasonably within the capability of the Administrator.




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




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




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




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




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



6









 






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




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




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



          (c)   Non-Ministerial Matters.





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




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




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



7









 






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




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




     (E) the removal of the Indenture Trustee.




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




	 	(d)	 	Currency Swap Agreement. As set forth in Section 5.10
of the Sale and Servicing Agreement, the Issuer may enter into a Currency Swap
Agreement with a Currency Swap Counterparty to swap amounts payable to
Certificateholders from U.S. dollars to Japanese yen, according to the terms
set forth in Section 5.10 of the Sale and Servicing Agreement and Section
5.02(d) of the Trust Agreement.





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



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



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



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



8









 





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



     7. OTHER ACTIVITIES OF ADMINISTRATOR. Nothing herein shall prevent the Administrator
or its Affiliates from engaging in other businesses or, in its or their sole discretion, from
acting as an administrator for any other person or entity, or in a similar capacity therefor, even
though such person or entity may engage in business activities similar to those of the Issuer, the
Owner Trustee or the Indenture Trustee.



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




	 	(a)	 	This Agreement shall continue in force until the termination of
the Issuer, upon which event this Agreement shall automatically terminate.
	 
	 	(b)	 	Subject to Sections 8(e) and 8(f), the Administrator may resign
by providing the Issuer with at least 30 days’ prior written notice.
	 
	 	(c)	 	Subject to Sections 8(e) and 8(f), the Issuer may remove the
Administrator without cause by providing the Administrator at least 30 days’
prior written notice.
	 
	 	(d)	 	Subject to Sections 8(e) and 8(f), at the sole option of the
Issuer, the Administrator may be removed immediately upon written notice of
termination from the Issuer to the Administrator if any of the following events
shall occur:






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




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



9









 






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




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




	 	(e)	 	No resignation or removal of the Administrator pursuant to this
Section shall be effective until (i) a successor Administrator shall have been
appointed by the Issuer and (ii) such successor Administrator shall have agreed
in writing to be bound by the terms of this Agreement on substantially the same
terms as the Administrator is bound hereunder.
	 
	 	(f)	 	The appointment of any successor Administrator shall be
effective only after the Rating Agency Condition with respect to such
appointment shall have been satisfied. Promptly after the appointment of any
successor Administrator, the Owner Trustee will provide notice of such
appointment to Moody’s and Fitch (so long as such Rating Agency is then rating
any outstanding Notes).
	 
	 	(g)	 	Subject to Section 8(e) and 8(f), the Administrator
acknowledges that upon the appointment of a Successor Servicer pursuant to the
Sale and Servicing Agreement, the Administrator shall immediately resign and
such Successor Servicer shall automatically succeed to the rights, duties and
obligations of the Administrator under this Agreement.





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



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




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


Nissan Auto Receivables 2010-A Owner Trust

In care of: Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, DE 19890

Attention: Nissan Auto Receivables 2010-A Owner Trust
	 
	 	 	 	with a copy to:


Nissan Auto Receivables 2010-A Owner Trust

In care of: Nissan Motor Acceptance Corporation

One Nissan Way

Franklin, TN 37067

Attention: Treasurer
	 
	 	(b)	 	if to the Administrator, to:


Nissan Motor Acceptance Corporation

One Nissan Way

Franklin, TN 37067

Attention: Treasurer
	 
	 	(c)	 	if to the Indenture Trustee, to:
	 
	 	 	 	U.S. Bank National Association

209 South LaSalle Street, Suite 300

Chicago, Illinois 60604

Attention: Corporate Trust Services




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




     11. AMENDMENTS. This Agreement may be amended from time to time by a written
amendment duly executed and delivered by the Issuer, the Administrator, and the Indenture Trustee,
with the consent of the Owner Trustee but without the consent of any Noteholder or
Certificateholder, for the purpose of adding any provisions to or modifying or changing in any
manner or eliminating any of the provisions of this Agreement; provided that such amendment
does not and will not, in the Opinion of Counsel satisfactory to the Indenture Trustee, materially
and adversely affect the interest of any Noteholder or any Certificateholder. This Agreement may
also be amended from time to time by the Issuer, the Administrator, and the Indenture Trustee with
the consent of the Owner Trustee and (i) the holders of Notes evidencing



11









 




a majority of the Outstanding Amount of the Notes, voting as a single class; or (ii) in the
case of any amendment that does not adversely affect the Indenture Trustee, the Noteholders (as
evidenced by an Officer’s Certificate of the Servicer and an outside Opinion of Counsel indicating
that such amendment will not adversely affect the Indenture Trustee or the Noteholders), the
holders of the Certificates evidencing a majority of the outstanding Certificate Balance of the
Certificates (but excluding for purposes of calculation and action all Certificates held by the
Issuer, the Seller, the Servicer or any of their Affiliates unless at such time all Certificates
are then owned by the Issuer, the Seller, the Servicer and their Affiliates), for the purpose of
adding any provisions to or changing in any manner or eliminating any of the provisions of this
Agreement or of modifying in any manner the rights of those Noteholders or Certificateholders which
are not covered by the immediately preceding sentence.




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



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



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



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



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



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



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



     19. LIMITATION OF LIABILITY OF OWNER TRUSTEE AND INDENTURE TRUSTEE. Notwithstanding
anything contained herein to the contrary, this instrument has been countersigned by Wilmington
Trust Company, not in its individual capacity but solely in its capacity as Owner Trustee of the
Issuer, and U.S. Bank National Association, not in its individual capacity but solely in its
capacity as Indenture Trustee under the Indenture and in no event shall Wilmington Trust Company in
its individual capacity, U.S. Bank National Association, in its individual capacity, or any
Certificateholder have any liability for the representations, warranties, covenants, agreements or
other obligations of the Issuer hereunder or in any of the certificates, notices or agreements
delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the
Issuer. Additionally, the Indenture Trustee in its capacity hereunder shall be afforded the same
indemnities, protections, rights, powers and immunities set forth in the Indenture as if such
indemnities, protections, rights, powers and immunities were specifically set forth herein.



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




	 	 	 	 	 	 
	 	NISSAN AUTO RECEIVABLES 2010-A OWNER TRUST

 	 
	 	By: 	WILMINGTON TRUST COMPANY, 	 
	 	 	not in its individual capacity but solely as
Owner Trustee 	 
	 
	 	 	By: 	/s/ Jeanne M. Oller
 	 
	 	 	 	Name:  	Jeanne M. Oller 
	 	 	 	Title:	Assistant Vice President 
	 
	 	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee

 	 
	 	By:  	/s/ Patricia M. Child 	 
	 	 	Name:	Patricia M. Child 
	 	 	Title:	Vice President 
	 
	 	NISSAN MOTOR ACCEPTANCE CORPORATION, as Administrator

 	 
	 	By:  	/s/ Steven R. Lambert 	 
	 	 	Name:  Steven R. Lambert 	 
	 	 	Title:    President 	 
	 
	 	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee

 	 
	 	By:  	/s/ Jeanne M. Oller 	 
	 	 	Name:  	Jeanne M. Oller 
	 	 	Title:	Assistant Vice President 
	 




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