EX-4.2



 Exhibit 4.2 
 NISSAN AUTO RECEIVABLES 2013-B OWNER TRUST 
 (a Delaware Statutory Trust)

 AMENDED AND RESTATED TRUST AGREEMENT 
 between 
 NISSAN AUTO RECEIVABLES CORPORATION II, 

as Depositor, 

and 

WILMINGTON TRUST, NATIONAL ASSOCIATION, 
 as Owner Trustee 
 Dated as of July 30, 2013 







 TABLE OF CONTENTS 

 

							
	 	  	Page	 
	 ARTICLE I DEFINITIONS
	  	 	1	  
			
	 SECTION 1.01
	    	Definitions	  	 	1	  
	 SECTION 1.02
	    	Usage of Terms	  	 	1	  
		
	 ARTICLE II CREATION OF TRUST
	  	 	1	  
			
	 SECTION 2.01
	    	Creation of Trust	  	 	1	  
	 SECTION 2.02
	    	Office	  	 	1	  
	 SECTION 2.03
	    	Purposes and Powers	  	 	2	  
	 SECTION 2.04
	    	Appointment of the Owner Trustee	  	 	2	  
	 SECTION 2.05
	    	Declaration of Trust	  	 	3	  
	 SECTION 2.06
	    	Liability of the Certificateholders	  	 	3	  
	 SECTION 2.07
	    	Title to Trust Property	  	 	3	  
	 SECTION 2.08
	    	Situs of Trust	  	 	3	  
	 SECTION 2.09
	    	Representations and Warranties of the Depositor	  	 	4	  
	 SECTION 2.10
	    	Covenants of the Certificateholder	  	 	5	  
		
	 ARTICLE III CERTIFICATES AND TRANSFER OF INTERESTS
	  	 	5	  
			
	 SECTION 3.01
	    	The Certificates	  	 	5	  
	 SECTION 3.02
	    	Authentication of Certificates	  	 	5	  
	 SECTION 3.03
	    	Registration of Transfer and Exchange of Certificates	  	 	6	  
	 SECTION 3.04
	    	Mutilated, Destroyed, Lost or Stolen Certificates	  	 	8	  
	 SECTION 3.05
	    	Persons Deemed Certificateholders	  	 	8	  
	 SECTION 3.06
	    	Access to List of Certificateholders’ Names and Addresses	  	 	9	  
	 SECTION 3.07
	    	Maintenance of Office or Agency	  	 	9	  
	 SECTION 3.08
	    	Appointment of Paying Agent	  	 	9	  
	 SECTION 3.09
	    	Legending of Certificates	  	 	10	  
	 SECTION 3.10
	    	Actions of Certificateholders	  	 	11	  
		
	 ARTICLE IV ACTIONS BY OWNER TRUSTEE OR CERTIFICATEHOLDERS
	  	 	11	  
			
	 SECTION 4.01
	    	Prior Notice to Certificateholders with Respect to Certain Matters	  	 	11	  
	 SECTION 4.02
	    	Action by Certificateholders with Respect to Certain Matters	  	 	12	  
	 SECTION 4.03
	    	Action with Respect to Bankruptcy	  	 	12	  
	 SECTION 4.04
	    	Restrictions on Certificateholders’ Power	  	 	12	  
	 SECTION 4.05
	    	Majority of the Certificates Control	  	 	12	  
		
	 ARTICLE V APPLICATION OF TRUST FUNDS; CERTAIN DUTIES
	  	 	13	  
			
	 SECTION 5.01
	    	Establishment of Accounts	  	 	13	  
	 SECTION 5.02
	    	Application of Amounts in Trust Accounts	  	 	14	  
	 SECTION 5.03
	    	Method of Payment	  	 	14	  
	 SECTION 5.04
	    	Accounting and Reports to the Noteholders, the Certificateholders, the Internal Revenue Service and Others	  	 	14	  
	 SECTION 5.05
	    	Signature on Returns; Tax Matter Partner	  	 	15	  
	 SECTION 5.06
	    	Duties of Depositor on Behalf of Trust	  	 	15	  


  

					
		  	-i-	  	










 TABLE OF CONTENTS 

(continued) 
  


							
	 	  	Page	 
		
	 ARTICLE VI AUTHORITY AND DUTIES OF OWNER TRUSTEE
	  	 	16	  
			
	 SECTION 6.01
	    	General Authority	  	 	16	  
	 SECTION 6.02
	    	General Duties	  	 	16	  
	 SECTION 6.03
	    	Duties of the Owner Trustee	  	 	16	  
	 SECTION 6.04
	    	No Duties Except as Specified in this Agreement or in Instructions	  	 	17	  
	 SECTION 6.05
	    	No Action Except Under Specified Documents or Instructions	  	 	18	  
	 SECTION 6.06
	    	Restrictions	  	 	18	  
		
	 ARTICLE VII CONCERNING THE OWNER TRUSTEE
	  	 	18	  
			
	 SECTION 7.01
	    	Rights of the Owner Trustee	  	 	18	  
	 SECTION 7.02
	    	Furnishing of Documents	  	 	19	  
	 SECTION 7.03
	    	Representations and Warranties	  	 	19	  
	 SECTION 7.04
	    	Reliance; Advice of Counsel	  	 	20	  
	 SECTION 7.05
	    	Not Acting in Individual Capacity	  	 	21	  
	 SECTION 7.06
	    	Owner Trustee Not Liable for Certificates or Receivables	  	 	21	  
	 SECTION 7.07
	    	Owner Trustee May Own Certificates and Notes	  	 	22	  
		
	 ARTICLE VIII COMPENSATION OF OWNER TRUSTEE
	  	 	22	  
			
	 SECTION 8.01
	    	Owner Trustee’s Fees and Expenses	  	 	22	  
	 SECTION 8.02
	    	Indemnification	  	 	22	  
	 SECTION 8.03
	    	Payments to the Owner Trustee	  	 	23	  
		
	 ARTICLE IX TERMINATION OF TRUST AGREEMENT
	  	 	23	  
			
	 SECTION 9.01
	    	Termination of Trust Agreement	  	 	23	  
		
	 ARTICLE X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES
	  	 	24	  
			
	 SECTION 10.01
	    	Eligibility Requirements for Owner Trustee	  	 	24	  
	 SECTION 10.02
	    	Resignation or Removal of Owner Trustee	  	 	24	  
	 SECTION 10.03
	    	Successor Owner Trustee	  	 	25	  
	 SECTION 10.04
	    	Merger or Consolidation of Owner Trustee	  	 	26	  
	 SECTION 10.05
	    	Appointment of Co-Trustee or Separate Trustee	  	 	26	  
		
	 ARTICLE XI MISCELLANEOUS
	  	 	27	  
			
	 SECTION 11.01
	    	Supplements and Amendments	  	 	27	  
	 SECTION 11.02
	    	No Legal Title to Owner Trust Estate in Certificateholders	  	 	28	  
	 SECTION 11.03
	    	Limitations on Rights of Others	  	 	28	  
	 SECTION 11.04
	    	Notices	  	 	29	  
	 SECTION 11.05
	    	Severability	  	 	29	  


  

					
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 TABLE OF CONTENTS 

(continued) 
  


							
	 	  	Page	 
	 SECTION 11.06
	    	Counterparts	  	 	29	  
	 SECTION 11.07
	    	Successors and Assigns	  	 	29	  
	 SECTION 11.08
	    	No Petition	  	 	29	  
	 SECTION 11.09
	    	No Recourse	  	 	30	  
	 SECTION 11.10
	    	Headings	  	 	30	  
	 SECTION 11.11
	    	GOVERNING LAW	  	 	30	  

  

			
	Exhibit A	  	Form of Certificate
	Exhibit B	  	Form of Transferee Representation Letter
	Exhibit C	  	Form of Transferor Representation Letter


  

					
		  	-iii-	  	









 AMENDED AND RESTATED TRUST AGREEMENT, dated as of July 30, 2013 (this
“Agreement”), between NISSAN AUTO RECEIVABLES CORPORATION II, a Delaware corporation, as depositor (the “Depositor), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association with trust powers, not in
its individual capacity but solely as owner trustee (in such capacity, the “Owner Trustee”), amending and restating in its entirety the Trust Agreement, dated as of June 6, 2013 (the “Original Trust
Agreement”), between the same parties, and herein referred to as the “Trust Agreement” or this “Agreement.” 
 IN CONSIDERATION of the mutual agreements herein contained, and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

 ARTICLE I 
 Definitions 
 SECTION 1.01 Definitions. Except as otherwise
specified herein or if the context may otherwise require, capitalized terms used but not otherwise defined herein have the respective meanings assigned to such terms in the Sale and Servicing Agreement, dated as of the date hereof (the “Sale
and Servicing Agreement”), by and among Nissan Auto Receivables Corporation II, as seller, Nissan Motor Acceptance Corporation, as servicer, and the Nissan Auto Receivables 2013-B Owner Trust, as issuer. 

SECTION 1.02 Usage of Terms. With respect to all terms in this Agreement, the singular includes the plural and the plural the singular;
words importing any gender include the other genders; references to “writing” include printing, typing, lithography and other means of reproducing words in a visible form; references to agreements and other contractual instruments
include all subsequent amendments, amendments and restatements and supplements thereto or changes therein entered into in accordance with their respective terms and not prohibited by this Agreement; references to Persons include their permitted
successors and assigns; references to laws include their amendments and supplements, the rules and regulations thereunder and any successors thereto; and the term “including” means “including without limitation.” 

ARTICLE II 

Creation of Trust 
 SECTION 2.01 Creation of Trust. A Delaware statutory trust known as “Nissan Auto Receivables 2013-B Owner Trust” was formed in accordance with the provisions of the Statutory Trust Act
pursuant to the Original Trust Agreement, under which name the Trust may engage in activities as permitted by the Basic Documents, make and execute contracts and other instruments and sue and be sued, to the extent provided herein. 

SECTION 2.02 Office. The principal place of business of the Trust for purposes of Delaware law shall be in care of the Owner
Trustee at the Corporate Trust Office or at such other address in Delaware as the Owner Trustee may designate by written notice to the Certificateholders and the Servicer. The Trust may establish additional offices located at such place or places
inside or outside of the State of Delaware as the Owner Trustee may designate by written notice to the Certificateholders and the Administrator. 

  

					
		  		  	(Nissan 2013-B Amended & Restated Trust Agreement)









 SECTION 2.03 Purposes and Powers. 

(a) The purpose of the Trust is, and the Trust shall have the power and authority and is authorized, to engage in the following
activities: 
 (i) to issue Notes pursuant to the Indenture and Certificates pursuant to this Agreement;

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

 (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in
connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders and the Noteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if
any. 
 (b) The Trust shall not engage in any activity other than in connection with the foregoing and as required or authorized
by the terms of the Basic Documents. 
 SECTION 2.04 Appointment of the Owner Trustee. The Seller hereby appoints the
Owner Trustee as trustee of the Issuer effective as of the date hereof, to have all the rights, powers and duties set forth herein. 

  

					
		  	2	  	(Nissan 2013-B Amended & Restated Trust Agreement)









 SECTION 2.05 Declaration of Trust. The Owner Trustee hereby declares that it will
hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto
that the Trust constitute a statutory trust under the Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust. It is the intention of the parties hereto that, for federal income and state and local
income and franchise tax purposes, until the Certificates are beneficially owned by more than one Person (and all such owners are not treated as the same Person for federal income tax purposes), the Trust will be disregarded as an entity separate
from the Depositor (or another Person that beneficially owns all of the Certificates) and the Notes will be characterized as debt. At such time that the Certificates are beneficially owned by more than one Person (and all such owners are not treated
as the same Person for federal income tax purposes), it is the intention of the parties hereto that, for income and franchise tax purposes, the Trust shall be treated as a partnership, with the assets of the partnership being the Receivables and
other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being debt of the partnership. The Depositor and the Certificateholders, by acceptance of a Certificate, agree to such treatment and agree to
take no action inconsistent with such treatment. The parties agree that, unless otherwise required by appropriate tax authorities, until the Certificates are beneficially owned by more than one Person (and all such owners are not treated as the same
Person for federal income tax purposes), the Trust will not file or cause to be filed annual or other necessary tax returns, reports and other forms inconsistent with the characterization of the Trust as a disregarded entity of its owner. Effective
as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, in the Statutory Trust Act with respect to accomplishing the purposes of the Trust. At the direction of
the Depositor, the Owner Trustee caused to be filed the Certificate of Trust pursuant to the Statutory Trust Act, and the Owner Trustee shall file or cause to be filed such amendments thereto as shall be necessary or appropriate to satisfy the
purposes of this Agreement and as shall be consistent with the provisions hereof. 
 SECTION 2.06 Liability of the
Certificateholders. No Certificateholder (including the Depositor if the Depositor is a Certificateholder) shall have any personal liability for any liability or obligation of the Trust, solely by reason of it being a Certificateholder.

 SECTION 2.07 Title to Trust Property. Legal title to all of the Owner Trust Estate shall be vested at all times in the
Trust as a separate legal entity. 
 SECTION 2.08 Situs of Trust. The Trust will be located in Delaware and administered
in the states of Delaware or New York. All bank accounts maintained by the Owner Trustee on behalf of the Trust shall be located in the State of Delaware or the State of New York. The Trust shall not have any employees in any state other than
Delaware; provided, however, that nothing herein shall restrict or prohibit the Owner Trustee from having employees within or without the State of Delaware. Payments will be received by the Trust only in Delaware or New York, and
payments will be made by the Trust only from Delaware or New York. The principal office of the Trust will be at the Corporate Trust Office in Delaware. 

  

					
		  	3	  	(Nissan 2013-B Amended & Restated Trust Agreement)









 SECTION 2.09 Representations and Warranties of the Depositor. The Depositor hereby
represents and warrants to the Owner Trustee that as of the Closing Date: 
 (a) Organization and Good Standing. The
Depositor has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own its properties and to conduct its business as such properties are
currently owned and such business is presently conducted, and had at all relevant times, and has, corporate power, authority and legal right to acquire and own the Receivables. 
 (b) Due Qualification. The Depositor is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which
the ownership or lease of property or the conduct of its business shall require such qualifications, and where the failure to so qualify would have a material adverse effect on the ability of the Depositor to perform its obligations under this
Agreement. 
 (c) Power and Authority. The Depositor has the corporate power and authority to execute and deliver this
Agreement and to carry out its terms. The Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited as part of the Owner Trust Estate and has duly authorized such sale and assignment to the Trust
by all necessary corporate action; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary corporate action. 
 (d) Binding Obligations. This Agreement is a legal, valid and binding obligation of the Depositor enforceable in accordance with its terms, subject to the effect of bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general equitable principles. 

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

  

					
		  	4	  	(Nissan 2013-B Amended & Restated Trust Agreement)









 (g) Independent Director. Notwithstanding anything to the contrary in the
Depositor’s Formation Documents, the Depositor shall ensure that at least one director of the Depositor shall be an Independent Director. 
 SECTION 2.10 Covenants of the Certificateholder. Each Certificateholder, by becoming a beneficial owner of the Certificate, hereby acknowledges and agrees (a) that the Certificateholder is
subject to the terms, provisions and conditions of the Certificate, to which the Certificateholder agrees to be bound; and (b) that it shall not take any position in such Certificateholder’s tax returns inconsistent with
Section 2.05 herein and Section 2.13 of the Indenture. 
 ARTICLE III 

Certificates and Transfer of Interests 
 SECTION 3.01 The Certificates. The Certificates shall be issued in minimum denominations of $250,000 and in integral multiples of $10,000 in excess thereof. The Certificates shall be executed on
behalf of the Trust by manual or facsimile signature of a Trust Officer of the Owner Trustee and authenticated on behalf of the Owner Trustee by the manual or facsimile signature of a Trust Officer. Certificates bearing the manual or facsimile
signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be validly issued and entitled to the benefits of this Agreement and shall be valid and binding
obligations of the Trust, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and
delivery of such Certificates. 
 The Certificates may be printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination in the form of Exhibit A hereto. 
 If a transfer of a Certificate is permitted
pursuant to Section 3.10, a transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, upon such transferee’s acceptance of a
Certificate duly registered in such transferee’s name pursuant to Section 3.03. 
 SECTION 3.02
Authentication of Certificates. Concurrently with the initial transfer of the Receivables to the Trust pursuant to the Sale and Servicing Agreement, the Owner Trustee shall cause to be executed, authenticated and delivered on behalf of the
Trust to the Depositor, Certificates in an aggregate principal amount equal to the Original Certificate Balance and evidencing the entire ownership of the Trust. No Certificate shall entitle its Holder to any benefit under this Agreement or be valid
for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Owner Trustee’s authenticating agent, by manual or
facsimile signature of a Trust Officer, and such authentication shall constitute conclusive evidence, and the only evidence, that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date
of their authentication. Wilmington Trust, National Association shall be the initial authenticating agent of the Owner Trustee hereunder, and all references herein to authentication by the Owner Trustee shall be deemed to include the authenticating
agent. 

  

					
		  	5	  	(Nissan 2013-B Amended & Restated Trust Agreement)









 SECTION 3.03 Registration of Transfer and Exchange of Certificates. 

(a) The Certificate Registrar, as an agent of the Trust, shall keep or cause to be kept, at the office or agency maintained pursuant to
Section 3.07, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, Wilmington Trust, National Association shall provide for the registration of Certificates and of transfers and exchanges of
Certificates as herein provided. Wilmington Trust, National Association shall be the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate
Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which shall agree to act in accordance with the
provisions of this Agreement applicable to it and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement. 
 (b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.07, the Owner Trustee shall execute, authenticate and deliver (or
shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the
Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or
agency maintained pursuant to Section 3.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of
15 days preceding the due date for any payment with respect to the Certificates. 
 (c) Every Certificate presented or
surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the related Certificateholder or such
Certificateholder’s attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Owner Trustee in accordance with its customary practice.

 No transfer of a Certificate (or interest therein) to any transferee shall be made unless the Owner Trustee shall have
received: 
 (1) a representation from the transferee of such Certificate (or interest therein) substantially in the form of
Exhibit B to the effect that: 
 (i) such transferee acknowledges that the Certificates have not been and
will not be registered under the Securities Act or the securities law of any jurisdiction; 
 (ii) such
transferee acknowledges that if in the future it decides to resell, assign, pledge or otherwise transfer any Certificates, such Certificates may be resold, assigned, pledged or transferred only (A) to a United States Person within the meaning
of 

  

					
		  	6	  	(Nissan 2013-B Amended & Restated Trust Agreement)









 
Section 7701(a)(30) of the Code and (B)(i) pursuant to an effective registration statement under the Securities Act or (ii) in a transaction exempt from the registration requirements of
the Securities Act and other securities or “Blue Sky” laws; 
 (iii) such transferee is not a Non-U.S.
Person; 
 (iv) such transferee is not a Benefit Plan; 

(v) after such transfer (or purported transfer), the Trust would not have more than 95 direct or indirect beneficial
owners of any interest in the Certificates; 
 (vi) no such transfer is effected through an established
securities market or secondary market or substantial equivalent thereof within the meaning of Section 7704 of the Code or would make the Trust ineligible for “safe harbor” treatment under Section 7704 of the Code; 

(vii) the Certificates (or interests therein) are not acquired by or for the account of a Special Pass-Through Entity;

 (viii) if such transferee is acquiring any Certificate (or interest therein) for the account of one or more
Persons, (A) it shall provide to the Owner Trustee and the Depositor information as to the number of such Persons and any changes in the number of such Persons and (B) any such change in the number of Persons for whose account a
Certificate is held shall require the written consent of the Depositor, which consent shall be granted unless the Depositor determines that such proposed change in number of Persons would create a risk that the Trust would be classified for federal
or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation; 
 (ix) such transferee understand that the Certificates will bear legends substantially as set forth in Section 3.09; 

(x) no transfer of the Certificates (or any interest therein) is a transfer of a Certificate (or any interest therein)
with a Certificate Balance of less than $740,000; and 
 (xi) any attempted transfer that would cause the number
of direct or indirect beneficial owners of Certificates in the aggregate to exceed 95 or otherwise cause the Trust to become a publicly traded partnership for income tax purposes shall be a void transfer. 

(2) a representation from the transferor of such Certificate substantially in the form of Exhibit C; and 

(3) an Opinion of Counsel that the transfer of such Certificate is being made pursuant to an effective registration under the Securities
Act or is exempt from the registration requirements of the Securities Act. 

  

					
		  	7	  	(Nissan 2013-B Amended & Restated Trust Agreement)









 Notwithstanding anything else to the contrary herein, any purported transfer of a
Certificate to or on behalf of a Benefit Plan or utilizing the assets of a Benefit Plan shall be void and of no effect. 
 To
the extent permitted under applicable law (including, but not limited to, ERISA), the Owner Trustee shall be under no liability to any Person for any registration of transfer of any Certificate that is not permitted by this
Section 3.03(c) or for making any payments due on such Certificate to the Certificateholder thereof or taking any other action with respect to such Holder under the provisions of this Trust Agreement or the Sale and Servicing Agreement
so long as the transfer was registered by the Certificate Registrar or the Owner Trustee in accordance with the foregoing requirements. 
 No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any transfer or exchange of Certificates. 
 For purposes of this
Section 3.03, a “Special Pass-Through Entity” means a (i) grantor trust, S corporation (within the meaning of Section 1361(a)(1) of the Code), or partnership or (ii) a disregarded entity the sole owner of which is an
entity described in prong (i), where more than 50% of the value of a beneficial owner’s interest in such pass through entity is attributable to the pass-through entity’s interest (including through a disregarded entity) in the Certificates
(or interests therein). 
 SECTION 3.04 Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated
Certificate shall be surrendered to the Certificate Registrar, or if the Certificate Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of any Certificate and (b) there shall be delivered to the Certificate
Registrar and the Owner Trustee such security or indemnity as may be required by them to save each of them harmless, then in the absence of notice that such Certificate shall have been acquired by a protected purchaser, the Owner Trustee on behalf
of the Trust shall execute and the Owner Trustee, or the Owner Trustee’s authenticating agent, shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
tenor and denomination. In connection with the issuance of any new Certificate under this Section, the Owner Trustee or the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection therewith. Any duplicate Certificate issued pursuant to this Section shall constitute conclusive evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be
found at any time. 
 SECTION 3.05 Persons Deemed Certificateholders. Prior to due presentation of a Certificate for
registration of transfer, the Owner Trustee or the Certificate Registrar may treat the Person in whose name any Certificate shall be registered in the Certificate Register as the owner of such Certificate for the purpose of receiving distributions
pursuant to Section 5.02 and for all other purposes whatsoever, and neither the Owner Trustee nor the Certificate Registrar shall be bound by any notice to the contrary. 

  

					
		  	8	  	(Nissan 2013-B Amended & Restated Trust Agreement)









 SECTION 3.06 Access to List of Certificateholders’ Names and Addresses. The
Certificate Registrar shall furnish or cause to be furnished to the Owner Trustee, the Servicer, the Paying Agent or the Depositor, as the case may be, within 15 days after its receipt of a request therefor from the Owner Trustee, the Servicer, the
Paying Agent or the Depositor in writing, a list, in such form as the Owner Trustee, the Servicer, the Paying Agent or the Depositor may reasonably require, of the names and addresses of the Certificateholders as of the most recent Record Date. The
Certificate Registrar shall also promptly furnish to the Owner Trustee and the Paying Agent a copy of such list at any time there is a change therein. If three or more Certificateholders or one or more Holders of Certificates evidencing, in the
aggregate, not less than 25% of the Certificate Balance apply in writing to the Owner Trustee, and such application states that the applicants desire to communicate with other Certificateholders with respect to their rights under this Agreement or
under the Certificates and such application is accompanied by a copy of the communication that such applicants propose to transmit, then the Owner Trustee shall, within five Business Days after the receipt of such application, afford such applicants
access during normal business hours to the current list of Certificateholders. Each Holder, by receiving and holding a Certificate, shall be deemed to have agreed not to hold any of the Depositor, the Servicer, the Certificate Registrar or the Owner
Trustee accountable by reason of the disclosure of its name and address, regardless of the source from which such information was derived. The Certificate Registrar shall upon the request of the Owner Trustee provide such list, or access to such
list, of Certificateholders as contemplated by this Section 3.06. 
 SECTION 3.07 Maintenance of Office or
Agency. The Owner Trustee shall maintain an office or offices or agency or agencies where Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Owner Trustee in respect of the
Certificates and the Basic Documents may be served. The Owner Trustee initially designates the Corporate Trust Office as its principal corporate trust office for such purposes. The Owner Trustee shall give prompt written notice to the Depositor and
to the Certificateholders of any change in the location of the Certificate Register or any such office or agency. 
 SECTION
3.08 Appointment of Paying Agent. Except during any period when the Indenture Trustee is authorized and directed to do so under the Indenture (i.e. prior to the termination of the Indenture), the Paying Agent shall make distributions to
Certificateholders from the Collection Account pursuant to Section 5.02 and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Collection
Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its
obligations under this Agreement in any material respect. The Paying Agent shall initially be Wilmington Trust, National Association, and any co-paying agent chosen by the Owner Trustee, and acceptable to the Owner Trustee. The Paying Agent shall be
permitted to resign as Paying Agent upon 30 days’ written notice to the Indenture Trustee and, if the Paying Agent is not the Owner Trustee, to the Owner Trustee. In the event that Wilmington Trust, National Association shall no longer be the
Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to
execute and deliver to the Owner Trustee an instrument in which such successor 

  

					
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Paying Agent or additional Paying Agent shall agree with the Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for
payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal
of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 7.01, 7.03, 7.04, 8.01 and 8.02 shall apply to the Owner Trustee also in its role
as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other Paying Agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless
the context requires otherwise. 
 SECTION 3.09 Legending of Certificates. Each Certificate shall bear a legend in
substantially the following form, unless the Depositor determines otherwise in accordance with applicable law: 
 THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE
WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS, PURSUANT TO AN EXEMPTION THEREFROM OR IN A TRANSACTION NOT SUBJECT THERETO. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE,
AGREES THAT THIS CERTIFICATE MAY BE RESOLD, ASSIGNED, PLEDGED OR TRANSFERRED ONLY(A) TO A UNITED STATES PERSON WITHIN THE MEANING OF SECTION 7701(a)(30) OF THE CODE, AND (B) (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR (ii) IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND OTHER SECURITIES OR “BLUE SKY” LAWS. IN SUCH CASE THE OWNER TRUSTEE SHALL REQUIRE (I) THAT THE PROSPECTIVE TRANSFEREE
CERTIFY TO THE OWNER TRUSTEE AND THE DEPOSITOR IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE OWNER TRUSTEE AND (II) IF REQUESTED BY THE OWNER TRUSTEE, A WRITTEN OPINION OF
COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE OWNER TRUSTEE OR THE DEPOSITOR) SATISFACTORY TO THE OWNER TRUSTEE AND THE DEPOSITOR, TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR JURISDICTION. ANY ATTEMPTED TRANSFER IN CONTRAVENTION OF THE IMMEDIATELY PRECEDING RESTRICTIONS WILL BE VOID AB INITIO AND THE PURPORTED TRANSFEROR WILL CONTINUE TO BE TREATED AS THE
OWNER OF THE CERTIFICATE FOR ALL PURPOSES. 
 NO CERTIFICATE OR INTEREST THEREIN MAY BE ACQUIRED BY OR FOR THE ACCOUNT OF
(I) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), WHICH IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A


  

					
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“PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (III) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY
REASON OF AN EMPLOYEE BENEFIT PLAN’S OR A PLAN’S INVESTMENT IN THE ENTITY OR (IV) ANY OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO A LAW THAT IS SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS
OF ERISA OR SECTION 4975 OF THE CODE (EACH, A “BENEFIT PLAN INVESTOR”). BY ACCEPTING AND HOLDING A CERTIFICATE, THE HOLDER THEREOF SHALL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT IT IS NOT A BENEFIT PLAN INVESTOR. 

SECTION 3.10 Actions of Certificateholders. 
 (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or taken by the Certificateholders may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by such Certificateholders in person or by agent duly appointed in writing; and except as herein otherwise expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Owner Trustee and, when required, to the Depositor or the Servicer. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement and
conclusive in favor of the Owner Trustee, the Depositor and the Servicer, if made in the manner provided in this Section 3.12. 
 (b) The fact and date of the execution by any Certificateholder of any such instrument or writing may be proved in any reasonable manner which the Owner Trustee deems sufficient. Any request, demand,
authorization, direction, notice, consent, waiver or other act by a Certificateholder shall bind every Holder of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything
done, or omitted to be done, by the Owner Trustee, the Depositor or the Servicer in reliance thereon, regardless of whether notation of such action is made upon such Certificate. 

(c) The Owner Trustee may require such additional proof of any matter referred to in this Section 3.13 as it shall deem
necessary. 
 ARTICLE IV 
 Actions By Owner Trustee or Certificateholders 
 SECTION 4.01 Prior
Notice to Certificateholders with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action on behalf of the Issuer or the Certificateholders unless at least 10 days before the taking of such
action (or such shorter period as shall be agreed to in writing by all Certificateholders), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and none of the Certificateholders shall have notified the
Owner Trustee in writing prior to the 10th day (or such agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent or provided alternative direction: 

  

					
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 (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought
in connection with the collection of the Receivables) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); 

(b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the
Statutory Trust Act); 
 (c) the amendment of the Indenture, whether or not by a Supplemental Indenture, in circumstances where
the consent of any Noteholder is required; 
 (d) the amendment of any Basic Document in circumstances where such amendment
materially adversely affects the interest of the Certificateholders; or 
 (e) the appointment (i) pursuant to the Indenture
of a successor Note Registrar or Paying Agent, (ii) pursuant to this Agreement of a successor Certificate Registrar or (iii) any consent by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar to the assignment of
its respective obligations under the Indenture or this Agreement, as applicable. 
 SECTION 4.02 Action by Certificateholders
with Respect to Certain Matters. The Owner Trustee shall not have the power, except upon the direction of the Certificateholders, to (a) remove the Administrator pursuant to Section 8 of the Administration Agreement, (b) appoint a
successor Administrator pursuant to Section 8 of the Administration Agreement, (c) remove the Servicer pursuant to Section 8.01 of the Sale and Servicing Agreement or (d) except as expressly provided in the Basic Documents, sell
the Receivables after the termination of the Indenture. The Owner Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed by the authorized representative of a majority of the outstanding
Certificate Balance of the Certificateholders. 
 SECTION 4.03 Action with Respect to Bankruptcy. The Owner Trustee shall
not have the power to commence a voluntary proceeding in bankruptcy relating to the Trust without the unanimous prior approval of all Certificateholders (including, if the Depositor is a Certificateholder, the Board of Directors (including the
Independent Directors, as such term is defined in the Depositor’s Certificate of Incorporation) of the Depositor) and the delivery to the Owner Trustee of a written certification by each Certificateholder that such Certificateholder reasonably
believes that the Trust is insolvent. 
 SECTION 4.04 Restrictions on Certificateholders’ Power. The
Certificateholders shall not direct the Owner Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligations of the Trust or of the Owner Trustee under any of the Basic Documents or would be
contrary to Section 2.03 nor shall the Owner Trustee be obligated to follow any such direction, if given. 
 SECTION
4.05 Majority of the Certificates Control. Except as otherwise expressly provided herein, any action that may be taken by the Certificateholders under this Agreement may be taken by the Holders of the Certificates evidencing not less than a
majority of the Certificate Balance. Except as expressly provided herein, any written notice of the Certificateholders delivered pursuant to this Agreement shall be effective if signed by Holders of the Certificates evidencing not less than a
majority of the Certificate Balance at the time of the delivery of such notice. 

  

					
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 ARTICLE V 
 Application of Trust Funds; Certain Duties 
 SECTION 5.01 Establishment
of Accounts. 
 (a) On or prior to the Distribution Date on which any Certificates are then held by anyone other than the
Administrator or one of its Affiliates, the Owner Trustee, for the benefit of the Certificateholders, shall establish and maintain, or shall cause to be established and maintained, in the name of the Trust (or in such other name as shall be
specified in the Sale and Servicing Agreement), the trust collection account (the “Trust Collection Account”). The Trust Collection Account shall be established and maintained as an Eligible Account, and, subject to provisions of
the Sale and Servicing Agreement, bearing a designation clearly indicating that, subject to Section 5.01(b), the funds deposited therein are held by the Trust for the benefit of the Certificateholders, in each case in accordance with
Section 5.01 of the Sale and Servicing Agreement. 
 Subject to Section 5.01(b), the Owner Trustee shall
possess all right, title and interest in all funds on deposit from time to time in the Trust Collection Account and in all proceeds thereof. Except as otherwise expressly provided herein, the Trust Collection Account shall be under the sole dominion
and control of the Owner Trustee for the benefit of the Certificateholders. If, at any time, the Trust Collection Account ceases to be an Eligible Account or if the majority of Certificateholders, in their sole discretion, notify the Owner Trustee
in writing that the Trust Collection Account should be moved, then the Owner Trustee (or the Administrator on behalf of the Owner Trustee, if the Trust Collection Account is not then held by the Owner Trustee or an Affiliate thereof) shall within 10
Business Days establish a new equivalent Eligible Account at a depository institution or trust company selected by a majority of the Certificateholders and shall transfer any cash and/or any investments to such new account. 

(b) Concurrently with the execution and delivery of the Indenture, the Servicer will establish and maintain, or shall cause to be
established and maintained, at the direction of the Depositor, the Collection Account in the name of and under the control of the Indenture Trustee in accordance with Section 5.01 of the Sale and Servicing Agreement. The Indenture
Trustee will be obligated to transfer to the Owner Trustee, for the benefit of the Certificateholders, all funds or investments held in the Collection Account on the Distribution Date on which the Notes have been paid in full or the Indenture is
otherwise terminated (excluding any amounts to be retained for distribution in respect of Notes that are not promptly delivered for payment on such Distribution Date), and to take all necessary or appropriate actions to transfer all right, title and
interest of the Indenture Trustee in such funds or investments and all proceeds thereof to the Owner Trustee for the benefit of the Certificateholders, which amounts the Owner Trustee shall deposit into the Trust Collection Account. 

Amounts on deposit in the Trust Collection Account shall be held uninvested, and the Owner Trustee shall not be liable for any interest
thereon. 

  

					
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 SECTION 5.02 Application of Amounts in Trust Accounts. 

(a) On each Distribution Date when the Administrator or one of its Affiliates is not the sole Certificateholder, the Owner Trustee shall
distribute to the Certificateholders amounts on deposit in the Trust Collection Account that are distributable to the Certificateholders in accordance with the instructions of the Servicer pursuant to Section 5.06 of the Sale and Servicing
Agreement. Upon the release from the Lien of the Indenture of amounts on deposit in the Collection Account or any other portion of the Owner Trust Estate, the Owner Trustee will cause such property to be properly deposited into the Designated
Account pursuant to Section 5.01(a) or distributed to the Certificateholders in accordance with the provisions of this Agreement, as the case may be. 
 (b) On each Distribution Date, the Owner Trustee shall send to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 5.08 of the Sale and
Servicing Agreement with respect to such Distribution Date. 
 (c) In the event that any withholding tax is imposed on the
Trust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Owner Trustee is hereby authorized and directed to retain
from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally payable by the Trust (but such authorization shall not prevent the Owner Trustee from contesting any such tax in appropriate
proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such
Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to any distribution (such as any distribution to a Non-U.S. Person),
the Owner Trustee may in its sole discretion withhold such amounts in accordance with this paragraph (c). In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee shall reasonably cooperate
with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee for any out-of-pocket expenses incurred. 
 SECTION 5.03 Method of Payment. Subject to Section 9.01(c), distributions required to be made to Certificateholders on any Distribution Date shall be made to each Certificateholder of
record on the related Record Date either by check mailed to such Certificateholder at the address of such holder appearing in the Certificate Register or by wire transfer, in immediately available funds, to the account of any Certificateholder at a
bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided to the Certificate Registrar appropriate written instructions at least five Business Days prior to such Distribution Date. 

SECTION 5.04 Accounting and Reports to the Noteholders, the Certificateholders, the Internal Revenue Service and Others. The
Administrator on behalf of the Trust shall (a) maintain (or cause to be maintained) the books of the Trust on a fiscal year basis or a calendar basis on the accrual method of accounting, (b) deliver to each Certificateholder, as may be
required by the Code and applicable Treasury Regulations, such information as may be required 

  

					
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(excluding Schedule K-1) to enable each Certificateholder to prepare its federal and state income tax returns, (c) file any tax and information returns, and fulfill any other reporting
requirements, relating to the Trust, as may be required by the Code and applicable Treasury Regulations (including Treasury Regulation Section 1.6049-7), (d) for any period during which the beneficial ownership interests in the Trust are
held by more than one Person (and all such owners are not treated as the same Person for federal income tax purposes), make such elections as may from time to time be required or appropriate under any applicable state or federal statute or rule or
regulation thereunder so as to maintain the Trust’s characterization as a partnership for federal income tax purposes, (e) cause such tax returns to be signed in the manner required by law, and (f) collect or cause to be collected any
withholding tax as described in and in accordance with Section 5.02(c) with respect to income or distributions to Certificateholders. The Administrator on behalf of the Trust shall elect under Section 1278 of the Code to include in
income currently any market discount that accrues with respect to the Receivables. The Administrator on behalf of the Trust shall not make the election provided under Section 754 of the Code. Notwithstanding anything to the contrary stated
herein, the Owner Trustee shall be exclusively responsible for the mailing of the Schedule K-1’s necessary to enable each Certificateholder to prepare its federal and state income returns. 

SECTION 5.05 Signature on Returns; Tax Matter Partner. 
 (a) The Administrator on behalf of the Trust shall sign on behalf of the Trust the tax returns of the Trust, unless applicable law requires a Certificateholder to sign such documents, in which case such
documents shall be signed by the Administrator, pursuant to the power-of-attorney granted thereto pursuant to Section 2.04. 
 (b) For any period during which the beneficial ownership interests of the Trust are held by more than one Person (and all such owners are not treated as the same Person for federal income tax purposes),
if the Depositor (of an Affiliate of Depositor) is a Certificateholder, the Depositor (or an affiliate of Depositor) shall be designated the “tax matters partner” of the Trust pursuant to Section 6231(a)(7)(A) of the Code and
applicable Treasury Regulations to the extent allowed by the Code. If the Depositor (or an affiliate of Depositor) cannot be so designated under law, the Certificateholder holding Certificates evidencing the largest portion of the Original
Certificate Balance shall be designated the “tax matters partner” of the Trust pursuant to Section 6231(a)(7)(A) of the Code and applicable Treasury Regulations, but hereby delegates its powers and duties as such to the Administrator
pursuant to the power-of-attorney granted thereto pursuant to Section 2.04. 
 SECTION 5.06 Duties of Depositor
on Behalf of Trust. Except to the extent such responsibilities are assumed by the Administrator in the Administration Agreement or the Servicer in the Sale and Servicing Agreement, the Depositor shall, on behalf of the Trust, prepare and, after
execution by the Trust and the Indenture Trustee, file with the Securities and Exchange Commission and any applicable state agencies documents required to be filed on a periodic basis with the Securities and Exchange Commission and any applicable
state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and transmit such summaries to the Noteholders pursuant to Section 7.03 of the Indenture. 

  

					
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 ARTICLE VI 
 Authority and Duties of Owner Trustee 
 SECTION 6.01 General
Authority. The Owner Trustee is authorized and directed to execute and deliver the Basic Documents to which the Trust is to be a party and each certificate or other document attached as an exhibit to or contemplated by the Basic Documents to
which the Trust is to be a party and any amendment thereto, and, on behalf of the Trust, to direct the Indenture Trustee to authenticate and deliver Class A-1 Notes in the aggregate principal amount of $346,000,000, Class A-2 Notes in the
aggregate principal amount of $465,000,000, Class A-3 Notes in the aggregate principal amount of $465,000,000 and Class A-4 Notes in the aggregate principal amount of $142,170,000. In addition to the foregoing, the Owner Trustee is
authorized, but shall not be obligated, to take all actions required of the Trust, pursuant to the Basic Documents. 
 SECTION
6.02 General Duties. It shall be the duty of the Owner Trustee to discharge (or cause to be discharged) all of its responsibilities pursuant to the terms of this Agreement and the Basic Documents to which the Trust is a party and to
administer the Trust in accordance with the provisions hereof and of the Basic Documents and in the interest of the Certificateholders. Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and
responsibilities hereunder and under the Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Owner Trustee hereunder or under any Basic Document, and the Owner
Trustee shall not be held liable for the default or failure of the Administrator to carry out such obligations or fulfill such duties under the Administration Agreement. 
 SECTION 6.03 Duties of the Owner Trustee. 
 (a) Subject to Article IV and in
accordance with the terms of the Basic Documents, the Certificateholders may by written instruction direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders
pursuant to Article IV. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Owner Trustee that shall be specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine
whether they conform on their face to the requirements of this Agreement. 
 (b) No provision of this Agreement shall be
construed to relieve the Owner Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith or its own willful misfeasance; provided, however, that: 

(i) the duties and obligations of the Owner Trustee shall be determined solely by the express provisions of this
Agreement, the Owner Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Owner
Trustee, the permissive right of the Owner Trustee to do things enumerated in 

  

					
		  	16	  	(Nissan 2013-B Amended & Restated Trust Agreement)









 
this Agreement shall not be construed as a duty and, in the absence of bad faith on the part of the Owner Trustee, the Owner Trustee may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Owner Trustee and conforming on their face to the requirements of this Agreement; 

(ii) the Owner Trustee shall not be personally liable for an error of judgment made in good faith by a Trust Officer,
unless it shall be proved that the Owner Trustee was negligent in performing its duties in accordance with the terms of this Agreement; and 
 (iii) the Owner Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken in good faith in accordance with the direction of the Holders of the Certificates
representing at least a majority of the Certificate Balance (or such larger or smaller percentage of the Certificate Balance as may be required by any other provision of this Agreement or the other Basic Documents), the Servicer, the Administrator
or the Indenture Trustee. 
 (c) The Owner Trustee shall not be required to expend or risk its own funds or otherwise incur
financial liability in the performance of any of its duties under this Agreement, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it. 
 (d) All information obtained by the Owner Trustee regarding the
Obligors and the Receivables contained in the Trust, whether upon the exercise of its rights under this Agreement or otherwise, shall be maintained by the Owner Trustee in confidence and shall not be disclosed to any other Person, unless such
disclosure is required by any applicable law or regulation or pursuant to subpoena or is required to be made to regulators, auditors or other governmental authorities. 
 (e) Pursuant to Section 3.02 of the Sale and Servicing Agreement, in the event that the Owner Trustee discovers that a representation or warranty made by the Seller pursuant to Section 3.01 or
6.01 of the Sale and Servicing Agreement with respect to a Receivable was incorrect as of the time specified with respect to such representation and warranty and such incorrectness materially and adversely affects the interests of any Securityholder
in such Receivable, the Owner Trustee shall give prompt written notice to the Servicer, the Depositor and the Indenture Trustee of such incorrectness. Pursuant to Section 4.06 of the Sale and Servicing Agreement, if the Owner Trustee discovers
that any covenant of the Servicer set forth in Sections 4.02, 4.04 or 4.05 of the Sale and Servicing Agreement has been breached by the Servicer, the Owner Trustee shall give prompt written notice to the Servicer, the Depositor and the Indenture
Trustee of such breach. 
 SECTION 6.04 No Duties Except as Specified in this Agreement or in Instructions. The Owner
Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from taking any action under, or in
connection with, any Basic 

  

					
		  	17	  	(Nissan 2013-B Amended & Restated Trust Agreement)









 
Document to which the Owner Trustee is a party or otherwise contemplated hereby, except as expressly provided by the terms of this Agreement, any Basic Document to which the Trust is a party or
in any document or written instruction received by the Owner Trustee pursuant to Section 6.03. No implied duties or obligations shall be read into this Agreement or any Basic Document against the Owner Trustee. The Owner Trustee shall
have no responsibility for filing any financing or continuation statement in any public office at any time or otherwise to perfect or maintain the perfection of any security interest or lien granted to it hereunder or to prepare or file any
Securities and Exchange Commission filing for the Trust or to record this Agreement or any Basic Document. Notwithstanding anything to the contrary herein or in any Basic Document, the Owner Trustee shall not be required to execute, deliver or
certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Sarbanes-Oxley Act of 2002, to the extent permitted by applicable law. The Owner Trustee nevertheless agrees that it
will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens on any part of the Owner Trust Estate that result from actions by, or claims against, the Owner Trustee that are not related to the ownership or
the administration of the Owner Trust Estate. 
 SECTION 6.05 No Action Except Under Specified Documents or Instructions.
The Owner Trustee shall not manage, control, use, sell, dispose of or otherwise deal with any part of the Owner Trust Estate except (i) in accordance with the powers granted to and the authority conferred upon the Owner Trustee pursuant to this
Agreement, (ii) in accordance with the Basic Documents and (iii) in accordance with any document or instruction delivered to the Owner Trustee pursuant to Section 6.03. 

SECTION 6.06 Restrictions. The Owner Trustee shall not take any action (a) that is inconsistent with the purposes of the
Trust set forth in Section 2.03 or (b) that, to the actual knowledge of a Trust Officer of the Owner Trustee, (x) would result in the Trust’s becoming taxable as a corporation (as a publicly traded partnership or
otherwise) for federal income tax purposes or (y) affect the treatment of the Notes as indebtedness for federal or state income purpose. The Certificateholders shall not have the authority to and, by acceptance of an ownership interest in any
Certificate shall thereby be deemed to have covenanted not to, direct the Owner Trustee to take any action that would violate the provisions of this Section. 
 ARTICLE VII 
 Concerning the Owner Trustee 

SECTION 7.01 Rights of the Owner Trustee. Except as otherwise provided in Article VI: 

(a) in accordance with Section 7.04, the Owner Trustee may rely and shall be protected in acting or refraining from acting
upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or
document believed by it to be genuine and to have been signed or presented by the proper party or parties; 
 (b) the Owner
Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator, as provided in the Administration Agreement, the Servicer or the Indenture Trustee, or the
Certificateholders, as provided herein; 

  

					
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 (c) the Owner Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Agreement or the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Agreement, or in relation to this Agreement or the Sale and Servicing Agreement, at the request, order or direction of
any of the Securityholders, pursuant to the provisions of this Agreement or the Sale and Servicing Agreement, unless such Securityholders shall have offered to the Owner Trustee reasonable security or indemnity against the costs, expenses and
liabilities that may be incurred therein or thereby; 
 (d) under no circumstances shall the Owner Trustee be liable for
indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes; 

(e) the Owner Trustee shall not be bound to recalculate, re-verify, or make any investigation into the facts of matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Certificates representing not less than 25% of the
Certificate Balance; provided, however, that if the payment within a reasonable time to the Owner Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the
Owner Trustee, not reasonably assured to the Owner Trustee by the security afforded to it by the terms of this Agreement, the Owner Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the
Administrator shall pay or reimburse the Owner Trustee for the reasonable expense of every such examination; and nothing in this clause shall derogate from the obligation of the Administrator to observe any applicable law prohibiting disclosure of
information regarding the Obligors; and 
 (f) the Owner Trustee shall not be liable for the default or misconduct of the
Administrator, the Servicer, the Depositor, or the Indenture Trustee under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust or any other Person (including
the Owner Trustee) under the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer under the Sale and Servicing Agreement. 

SECTION 7.02 Furnishing of Documents. The Owner Trustee shall furnish to the Certificateholders promptly upon receipt of a written
request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Owner Trustee under the Basic Documents. 

SECTION 7.03 Representations and Warranties. The Owner Trustee hereby represents and warrants to the Depositor and for the benefit
of the Certificateholders, that: 

  

					
		  	19	  	(Nissan 2013-B Amended & Restated Trust Agreement)









 (a) It is a national banking association with trust powers duly organized and validly
existing in good standing under the laws of the United States of America. It has full power, right and authority to execute, deliver and perform its obligations under this Agreement and each other Basic Document. 

(b) It has taken all corporate action necessary to authorize the execution and delivery of this Agreement and each other Basic Document,
and this Agreement and each other Basic Document has been executed and delivered by one of its officers duly authorized to execute and deliver this Agreement and each other Basic Document on its behalf. 

(c) This Agreement constitutes the legal, valid and binding obligation of the Owner Trustee, enforceable against it in accordance with its
terms except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity. 

(d) It is authorized to exercise trust powers in the State of Delaware as and to the extent contemplated herein or has appointed a
Delaware trustee that is so authorized and it has a principal place of business in the State of Delaware or has appointed a Delaware trustee that has such a principal place of business. 

(e) Neither the execution nor the delivery by it of this Agreement nor the consummation by the Owner Trustee of the transactions
contemplated hereby or thereby nor compliance by it with any of the terms or provisions hereof or thereof will contravene any federal or Delaware law, governmental rule or regulation governing the banking or trust powers of the Owner Trustee or any
judgment or order binding on it, or constitute any default under its charter documents or by-laws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound. 

SECTION 7.04 Reliance; Advice of Counsel. 
 (a) The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond, or other document or
paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive
evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the method of the determination of which is not specifically prescribed herein, the Owner Trustee may for all
purposes hereof rely on a certificate, signed by the president or any vice president or by the treasurer or other authorized officers or agents of the relevant party, as to such fact or matter and such certificate shall constitute full protection to
the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. 
 (b) In the exercise or
administration of the trusts hereunder and in the performance of its duties and obligations under the Basic Documents, the Owner Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of
them, and the Owner Trustee shall not be liable for the conduct or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Owner Trustee with 

  

					
		  	20	  	(Nissan 2013-B Amended & Restated Trust Agreement)









 
reasonable care, and (ii) may consult with counsel, accountants and other skilled persons to be selected with reasonable care and employed by it. The Owner Trustee shall not be liable for
anything done, suffered or omitted in good faith by it in accordance with the opinion or advice of any such counsel, accountants or other such persons and not, to the actual knowledge of the Owner Trustee, contrary to this Agreement or any Basic
Document. 
 SECTION 7.05 Not Acting in Individual Capacity. In accepting the trusts hereby created, Wilmington Trust,
National Association acts solely as Owner Trustee hereunder and not in its individual capacity. Except with respect to a claim based on the Owner Trustee’s willful misconduct, bad faith or negligence, no recourse shall be had for any claim
based on any provision of this Agreement, the Notes or Certificates, or based on rights obtained through the assignment of any of the foregoing, against the institution serving as the Owner Trustee in its individual capacity. The Owner Trustee shall
not have any personal obligation, liability or duty whatsoever to any Securityholder or any other Person with respect to any such claim and any such claim shall be asserted solely against the Trust or any indemnitor who shall furnish indemnity as
provided in this Indenture. 
 SECTION 7.06 Owner Trustee Not Liable for Certificates or Receivables. The Owner Trustee
makes no representations as to the validity or sufficiency of this Agreement or of the Certificates or of the Notes (other than the execution by the Owner Trustee on behalf of the Trust of, and the certificate of authentication on, the
Certificates). The Owner Trustee shall have no obligation to perform any of the duties of the Servicer or Administrator. 
 The
Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of the Certificates, the Notes or any Receivable, any ownership interest in any Financed Vehicle, or the maintenance
of any such ownership interest, or for or with respect to the efficacy of the Trust or its ability to generate the payments to be distributed to Securityholders under this Agreement or the Indenture, as applicable, including without limitation the
validity of the assignment of the Receivables to the Trust or of any intervening assignment; the existence, condition, location and ownership of any Receivable or Financed Vehicle; the existence and enforceability of any physical damage or credit
life or credit disability insurance; the existence and contents of any retail installment sales contract or any computer or other record thereof; the completeness of any retail installment sales contract; the performance or enforcement of any retail
installment sales contract; the compliance by the Trust with any covenant or the breach by the Trust of any warranty or representation made under this Agreement or in any related document and the accuracy of any such warranty or representation prior
to the Owner Trustee’s receipt of notice or other discovery of any noncompliance therewith or any breach thereof; the acts or omissions of the Trust or the Servicer; or any action by the Owner Trustee taken at the instruction of the
Certificateholders, provided, however, that the foregoing shall not relieve the Owner Trustee of its obligation to perform its duties under this Agreement. 
 The Owner Trustee shall not be accountable for the use or application by the Trust of any of the Certificates or of the proceeds of such Certificates, of any of the Notes or of the proceeds of such Notes,
or for the use or application of any funds paid to the Servicer in respect of the Certificates. 

  

					
		  	21	  	(Nissan 2013-B Amended & Restated Trust Agreement)









 SECTION 7.07 Owner Trustee May Own Certificates and Notes. The Owner Trustee in its
individual or any other capacity (but not in its fiduciary capacity) may become the owner or pledgee of Certificates or Notes and may deal with the Depositor, the Administrator, the Indenture Trustee and the Servicer in banking or other transactions
with the same rights as it would have if it were not Owner Trustee. 
 ARTICLE VIII 

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

  

					
		  	22	  	(Nissan 2013-B Amended & Restated Trust Agreement)









 
hereunder. To the extent not paid by the Administrator and outstanding for at least 60 days, such fees and indemnities shall be paid pursuant to Section 5.06 of the Sale and Servicing
Agreement, provided, that prior to such payment pursuant to the Sale and Servicing Agreement, the Owner Trustee, the Certificate Registrar or the Paying Agent, as applicable, shall notify the Administrator in writing that such fees and indemnities
have been outstanding for at least 60 days. If such fees and indemnities are paid pursuant to Section 5.06 of the Sale and Servicing Agreement, the Administrator shall reimburse the Issuer in full for such payments. 

SECTION 8.03 Payments to the Owner Trustee. Any amounts paid to any Indemnified Party pursuant to this Article VIII from assets in
the Owner Trust Estate shall be deemed not to be a part of the Owner Trust Estate immediately after such payment. 
 ARTICLE
IX 
 Termination of Trust Agreement 
 SECTION 9.01 Termination of Trust Agreement. 
 (a) This Agreement (other
than Article VIII) shall terminate and the Trust shall dissolve and be wound up in accordance with Section 3808 of the Statutory Trust Act, upon the earlier of (i) the maturity or other liquidation of the last Receivable (or other asset)
in the Owner Trust Estate and the final distribution of all moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of this Agreement, the Indenture and the Sale and Servicing Agreement (including, but not limited
to, any property and proceeds to be deposited in the Collection Account pursuant to the terms of the Sale and Servicing Agreement or to be released by the Indenture Trustee from the Lien of the Indenture pursuant to the terms of the Indenture), and
(ii) the election by the Servicer to purchase the Collateral (other than the Reserve Account) pursuant to Section 9.01 of the Sale and Servicing Agreement and the payment or distribution to all Securityholders of all amounts
required to be paid to them under the Indenture and this Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (x) operate to terminate this Agreement or the Trust, nor (y) entitle such
Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate, nor (z) otherwise affect the
rights, obligations and liabilities of the parties hereto. 
 (b) Except as provided in Section 9.01(a), neither the
Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust. 
 (c) Notice of any termination of the
Trust, specifying the Distribution Date upon which the Certificateholders shall surrender their Certificates to the Paying Agent for payment of the final distributions and cancellation, shall, if any Certificates are then held by anyone other than
the Depositor or any of its Affiliates, be given by the Owner Trustee to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.03 of the Sale and
Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Certificates shall be made upon presentation and surrender of the Certificates at the office of the Paying Agent therein designated,
(ii) the amount of any such final payment and (iii) that payment to be made on such 

  

					
		  	23	  	(Nissan 2013-B Amended & Restated Trust Agreement)









 
Distribution Date will be made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the
Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates (or, in the case of any
Certificates held by the Depositor or any of its Affiliates, presentation of proof of cancellation of such Certificates), the Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Distribution Date pursuant
to Section 5.02. 
 In the event that one or more of the Certificateholders shall not surrender their Certificates
for cancellation within six months after the date specified in the above-mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive
the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate
steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after
exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor. 
 (d) Upon the winding up of the Trust
and its termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act.
Thereupon the Trust and this Agreement (other than Article 8) shall terminate. 
 ARTICLE X 

Successor Owner Trustees and Additional Owner Trustees 
 SECTION 10.01 Eligibility Requirements for Owner Trustee. The Owner Trustee or its direct or indirect parent shall at all times be an entity having a combined capital and surplus of at least
$50,000,000, be subject to supervision or examination by federal or state authorities and be authorized to exercise trust powers in the State of Delaware. If such entity shall publish reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the purpose of this Section 10.01, the combined capital and surplus of such entity shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. In case at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of this Section, the Owner Trustee shall resign immediately in the manner and with the effect specified in
Section 10.02. 
 SECTION 10.02 Resignation or Removal of Owner Trustee. The Owner Trustee may at any time
resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Servicer and the Indenture Trustee. If for any reason, Wilmington Trust, National Association or any of its Affiliates should assume the
duties of the Indenture Trustee, then from that time forward Wilmington Trust, National Association, in its capacity as Owner Trustee, shall resign as Owner Trustee hereunder if any Event of Default under the Indenture occurs and is necessary to
eliminate any conflict of interest under the TIA with the Indenture Trustee or any other trustee under the Indenture. Upon receiving such notice of 

  

					
		  	24	  	(Nissan 2013-B Amended & Restated Trust Agreement)









 
resignation, the Servicer shall promptly appoint a successor Owner Trustee by written instrument, in duplicate, one copy of which shall be delivered to each of the resigning Owner Trustee and the
successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not have accepted such appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may petition any court of
competent jurisdiction for the appointment of a successor Owner Trustee. 
 If at any time the Owner Trustee shall cease to be
eligible in accordance with the provisions of Section 10.01 and shall fail to resign promptly, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner
Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator may remove
the Owner Trustee by written instrument to such effect delivered to the Owner Trustee, the Depositor and the Indenture Trustee. If the Administrator shall remove the Owner Trustee under the authority of the immediately preceding sentence, the
Servicer shall promptly appoint a successor Owner Trustee by written instrument in duplicate, one copy of which instrument shall be delivered to each of the outgoing Owner Trustee so removed and the successor Owner Trustee, and the Administrator
shall pay all fees, expenses and other compensation owed to the outgoing Owner Trustee. 
 Any resignation or removal of the
Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment
of all fees and expenses owed to the outgoing Owner Trustee. 
 SECTION 10.03 Successor Owner Trustee. Any successor
Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the
resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its
predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held
by it under this Agreement; and the Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor
Owner Trustee all such rights, powers, duties, and obligations. The successor Owner Trustee shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the
successor Owner Trustee. To the extent not paid by the successor Owner Trustee, the Administrator shall pay all reasonable costs and expenses incurred in connection with transferring the predecessor Owner Trustee’s duties and obligations to the
successor Owner Trustee. 
 No successor Owner Trustee shall accept appointment as provided in this Section unless at the time
of such acceptance such successor Owner Trustee shall meet the criteria for eligibility set forth in Section 10.01. 

  

					
		  	25	  	(Nissan 2013-B Amended & Restated Trust Agreement)









 Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the
Administrator shall mail or otherwise provide notice of the successor of the Owner Trustee to all Certificateholders, the Indenture Trustee, all Noteholders, and the Rating Agencies. If the Administrator fails to mail or otherwise provide such
notice within 10 days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed or otherwise provided at the expense of the Administrator. 

SECTION 10.04 Merger or Consolidation of Owner Trustee. Any corporation into which the Owner Trustee may be merged or converted or
with which it may be consolidated or any corporation resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the
Owner Trustee, shall be the successor of the Owner Trustee hereunder, provided such corporation shall be eligible pursuant to Section 10.01, without the execution or filing of any instrument or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding; provided, further, that the Owner Trustee shall mail notice of such merger or consolidation to the Administrator (and the Administrator will provide notice thereof to
each Rating Agency pursuant to Section 1(d) of the Administration Agreement). 
 SECTION 10.05 Appointment of Co-Trustee
or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle may at the time
be located, the Administrator and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-trustee, jointly with the Owner Trustee,
or separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section, such powers,
duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 25 days after the receipt by it of a request so to do, the
Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a trustee pursuant to Section 10.01 and no notice of the
appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. 
 Each separate
trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provision and conditions: 
 (i) all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee
jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts
are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties, and obligations (including the holding of title to the Trust or any portion thereof in any such
jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; 

  

					
		  	26	  	(Nissan 2013-B Amended & Restated Trust Agreement)









 (ii) no trustee under this Agreement shall be personally liable by reason of
any act or omission of any other trustee under this Agreement; and 
 (iii) the Administrator and the Owner
Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. 
 Any notice,
request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as if given to each of them. Each separate trustee and co-trustee, upon its acceptance of the powers and
duties conferred thereto under this Agreement, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of
this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy
thereof given to the Administrator. 
 Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent
or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect, of this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted
by law, without the appointment of a new or successor trustee. 
 ARTICLE XI 

Miscellaneous 
 SECTION 11.01 Supplements and Amendments. 
 (a) Any term or provision of
this Agreement may be amended by the Depositor and the Owner Trustee, without the consent of the Indenture Trustee, any Noteholder, the Trust or any other Person subject to the satisfaction of one of the following conditions: 

(i) the Depositor 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 
 (ii) the Rating
Agency Condition is satisfied with respect to such amendment; 
 provided, that no amendment shall be effective which affects the rights,
protections or duties of the Indenture Trustee without the prior written consent of such Person, (which consent shall not be unreasonably withheld or delayed); provided, further, that the event that any Certificates are then held by
anyone other than the Administrator or any of its Affiliates, this Agreement may only be amended by the Depositor and the Owner Trustee 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. 

  

					
		  	27	  	(Nissan 2013-B Amended & Restated Trust Agreement)









 (b) This Agreement may also be amended by the Depositor and the Owner Trustee 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 Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee and the Administrator. The Administrator will thereafter deliver a copy of
such notice to each Rating Agency pursuant to Section 1(d) of the Administration Agreement. 
 (d) Prior to the execution of
any amendment to this Agreement, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Owner Trustee may, but shall not be
obligated to, enter into any such amendment which adversely affects the Owner Trustee’s own rights, duties or immunities under this Agreement. 
 SECTION 11.02 No Legal Title to Owner Trust Estate in Certificateholders. The Certificateholders shall not have legal title to any part of the Owner Trust Estate. The Certificateholders shall be
entitled to receive distributions with respect to their undivided ownership interest therein only in accordance with Articles V and IX. No transfer, by operation of law or otherwise, of any right, title or interest of the Certificateholders to and
in their ownership interest in the Owner Trust Estate shall operate to terminate this Agreement or the trusts hereunder or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Owner Trust Estate.

 SECTION 11.03 Limitations on Rights of Others. Except for Section 2.06, the provisions of this Agreement
are solely for the benefit of the Owner Trustee, the Depositor, the Certificateholders, the Administrator and, to the extent expressly provided herein the Indenture Trustee and the Noteholders, and nothing in this Agreement (other than
Section 2.06), whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Owner Trust Estate or under or in respect of this Agreement or any covenants, conditions or
provisions contained herein. 

  

					
		  	28	  	(Nissan 2013-B Amended & Restated Trust Agreement)









 SECTION 11.04 Notices. 

(a) Unless otherwise expressly specified or permitted by the terms hereof, all notices shall be in writing and shall be deemed given upon
receipt by the intended recipient or three Business Days after mailing if mailed by certified mail, postage prepaid (except that notice to the Owner Trustee shall be deemed given only upon actual receipt by the Owner Trustee), if to the Owner
Trustee, addressed to the Corporate Trust Office; if to the Depositor, addressed to Nissan Auto Receivables Corporation II, One Nissan Way, Franklin, Tennessee 37067, Attention: Treasurer; if to the Trust, addressed to Nissan Auto Receivables 2013-B
Owner Trust, c/o Wilmington Trust, National Association, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, Attention: Nissan Auto Receivables 2013-B Owner Trust, with a copy to Nissan Motor Acceptance Corporation, One Nissan
Way, Franklin, Tennessee 37067, Attention: Treasurer; or, as to each party, at such other address as shall be designated by such party in a written notice to each other party. All notices, requests, reports, consents or other communications
deliverable to any Rating Agency hereunder or under any other Basic Document shall be deemed to be delivered if a copy of such notice, request, report, consent or other communication has been posted on any website maintained by or on behalf of NMAC
pursuant to a commitment to any Rating Agency relating to the Notes in accordance with 17 C.F.R. 240 17g-5(a)(3). 
 (b) Any
notice required or permitted to be given a Certificateholder shall be given by first-class mail, postage prepaid, at the address of such Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement
shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice. 
 SECTION
11.05 Severability. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid or unenforceable in any jurisdiction, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights
of the Holders thereof. 
 SECTION 11.06 Counterparts. This Agreement may be executed simultaneously in any number of
counterparts, each of which shall be deemed to be an original, and all of which shall constitute but one and the same instrument. 
 SECTION 11.07 Successors and Assigns. All covenants and agreements contained herein shall be binding upon, and inure to the benefit of, the Depositor, the Owner Trustee and its successors and each
Certificateholder and its successors and permitted assigns, all as herein provided. Any request, notice, direction, consent, waiver or other instrument or action by a Certificateholder shall bind the successors and assigns of such Certificateholder.

 SECTION 11.08 No Petition. The Owner Trustee (not in its individual capacity but solely as Owner Trustee), by entering
into this Agreement, hereby covenants and agrees, and each Certificateholder, by accepting a Certificate, and the Indenture Trustee and any Noteholder by accepting the benefits of this Agreement, are thereby deemed to covenant and agree that they
will not at any time institute against a Bankruptcy Remote Party, or join in any institution against such Bankruptcy Remote Party, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any
federal or state bankruptcy or similar law. This Section 11.08 shall survive the termination of this Agreement or the termination of the Owner Trustee under this Agreement. 

  

					
		  	29	  	(Nissan 2013-B Amended & Restated Trust Agreement)









 SECTION 11.09 No Recourse. Each Certificateholder by accepting an interest in a
Certificate acknowledges that such Certificates represent beneficial interests in the Trust only and do not represent interests in or obligations of the Depositor, NMAC (in any capacity), the Administrator, the Owner Trustee, the Indenture Trustee
or any Affiliate thereof and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in the Certificates or the Basic Documents. 

(a) In furtherance of and not in derogation of the foregoing, to the extent the Depositor enters into other securitization transactions,
each Certificateholder, by accepting a Certificate, acknowledges and agrees that it shall have no right, title or interest in or to any assets or interests therein of the Depositor conveyed or purported to be conveyed by the Depositor to another
securitization trust or other Person or Persons in connection therewith (whether by way of a sale, capital contribution or by virtue of the granting of a lien). To the extent that, notwithstanding the agreements and provisions contained herein, a
Certificateholder either (i) asserts an interest or claim to, or benefit from, Other Assets, whether asserted against or through the Depositor or any other Person owned by the Depositor, or (ii) is deemed to have any such interest, claim
or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Federal Bankruptcy Code or any successor provision
having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Depositor or any other Person owned by the Depositor, then each Certificateholder, by accepting a Certificate, further acknowledges and agrees that
any such interest, claim or benefit in or from Other Assets is and shall be expressly subordinated to the indefeasible payment in full of all obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to
the securitization of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to
priority of distribution or application under applicable law, including insolvency laws, and whether asserted against Depositor or any other Person owned by the Depositor), including the payment of post-petition interest on such other obligations
and liabilities. This subordination agreement shall be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. Each Certificateholder, by acceptance of a Certificate, further acknowledges and agrees that no
adequate remedy at law exists for a breach of this paragraph and the terms of this paragraph may be enforced by an action for specific performance. The provisions of this paragraph shall be for the third party benefit of those entitled to rely
thereon and shall survive the termination of this Agreement. 
 SECTION 11.10 Headings. The headings of the various
Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof. 
 SECTION 11.11 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 
 [The remainder
of this page intentionally left blank] 

  

					
		  	30	  	(Nissan 2013-B Amended & Restated Trust Agreement)









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

			
	 NISSAN AUTO RECEIVABLES
 CORPORATION II, as Depositor

		
	By:	 	/s/ Shishir Bhushan
		 	Name: Shishir Bhushan
		 	Title: Treasurer
	
	 WILMINGTON TRUST, NATIONAL
 ASSOCIATION, not in its individual capacity but solely as Owner Trustee

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



  

					
		  	S-1	  	(Nissan 2013-B Amended & Restated Trust Agreement)









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

 THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY”
LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS,
PURSUANT TO AN EXEMPTION THEREFROM OR IN A TRANSACTION NOT SUBJECT THERETO. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE RESOLD, ASSIGNED, PLEDGED OR TRANSFERRED ONLY(A) TO A UNITED STATES PERSON WITHIN THE
MEANING OF SECTION 7701(a)(30) OF THE CODE, AND (B) (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (II) IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND OTHER SECURITIES
OR “BLUE SKY” LAWS. IN SUCH CASE THE OWNER TRUSTEE SHALL REQUIRE (I) THAT THE PROSPECTIVE TRANSFEREE CERTIFY TO THE OWNER TRUSTEE AND THE DEPOSITOR IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM
AND SUBSTANCE SATISFACTORY TO THE OWNER TRUSTEE AND (II) IF REQUESTED BY THE OWNER TRUSTEE, A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE OWNER TRUSTEE OR THE DEPOSITOR) SATISFACTORY TO THE OWNER TRUSTEE AND THE DEPOSITOR,
TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR JURISDICTION. ANY ATTEMPTED TRANSFER IN CONTRAVENTION OF THE IMMEDIATELY
PRECEDING RESTRICTIONS WILL BE VOID AB INITIO AND THE PURPORTED TRANSFEROR WILL CONTINUE TO BE TREATED AS THE OWNER OF THE CERTIFICATE FOR ALL PURPOSES. 
 NO CERTIFICATE OR INTEREST THEREIN MAY BE ACQUIRED BY OR FOR THE ACCOUNT OF (I) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED (“ERISA”), WHICH IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A “PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (III) ANY ENTITY WHOSE


  

					
		  	A-1	  	(Nissan 2013-B Amended & Restated Trust Agreement)









 
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR A PLAN’S INVESTMENT IN THE ENTITY OR (IV) ANY OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT
TO A LAW THAT IS SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (EACH, A “BENEFIT PLAN INVESTOR”). BY ACCEPTING AND HOLDING A CERTIFICATE, THE HOLDER THEREOF SHALL BE
DEEMED TO HAVE REPRESENTED AND WARRANTED THAT IT IS NOT A BENEFIT PLAN INVESTOR. 

  

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









 NUMBER 
 R-             
 NISSAN
AUTO RECEIVABLES 2013-B OWNER TRUST 
 ASSET BACKED CERTIFICATE 
 Evidencing a fractional undivided ownership interest in the Trust, as defined below, the property of which includes a pool of retail installment sale contracts secured by new, near-new and used
automobiles and light-duty trucks and sold to the Trust by Nissan Auto Receivables Corporation II (“NARC II”). 
 (This Certificate
does not represent an interest in or obligation of NARC II, Nissan Motor Acceptance Corporation (“NMAC”), Nissan North America, Inc. or any of their respective affiliates, except to the extent described below.) 

THIS CERTIFIES THAT
                    is the registered owner of             DOLLARS
($         ), nonassessable, fully-paid, fractional undivided ownership interest in Nissan Auto Receivables 2013-B Owner Trust (the “Trust”) formed by NARC II. 

The Trust was created by the Original Trust Agreement, as amended and restated by the Amended and Restated Trust Agreement dated as of
July 30, 2013, as amended and supplemented from time to time, (the “Trust Agreement”), between NARC II, as depositor (the “Depositor”), and Wilmington Trust, National Association, as owner trustee (the “Owner
Trustee”), a summary of certain of the pertinent provisions of which is set forth below. Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in the Trust Agreement, the Indenture, dated as of
July 30, 2013 (the “Indenture”) between the Trust and Citibank, N.A., as indenture trustee (the “Indenture Trustee”), or in the Sale and Servicing Agreement, dated as of July 30, 2013 (the “Sale and Servicing
Agreement”), among the Trust, the Depositor and NMAC, as servicer (the “Servicer”), as applicable. 
 This
Certificate is one of the duly authorized Certificates designated as “Asset Backed Certificates” (the “Certificates”) issued pursuant to the Trust Agreement. Certain debt instruments evidencing obligations of the Trust have been
issued under the Indenture, consisting of four classes of Notes designated as “0.21000% Asset Backed Notes, Class A-1,” “0.52% Asset Backed Notes, Class A-2,” “0.84% Asset Backed Notes, Class A-3,” and
“1.31% Asset Backed Notes, Class A-4” (collectively, the “Notes”). This Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement to which Trust Agreement the holder of this
Certificate by virtue of the acceptance hereof assents and by which such holder is bound. The property of the Trust includes a pool of retail installment sale contracts secured by new, near-new and used automobiles and light-duty trucks (the
“Receivables”), all monies received after the Cut-off Date, security interests in the vehicles financed thereby, certain bank accounts and the proceeds thereof, proceeds from claims on certain insurance policies and certain other rights
under the Trust Agreement and the Sale and Servicing Agreement and all proceeds of the foregoing. 

  

					
		  	A-3	  	(Nissan 2013-B Amended & Restated Trust Agreement)









 Under the Trust Agreement, there will be distributed on the 15th day of each month or, if
such 15th day is not a Business Day, the next Business Day, (each, a “Distribution Date”), commencing on August 15, 2013 to the person in whose name this Certificate is registered at the close of business on the related Record Date,
such Certificateholder’s pro rata portion of the amounts to be distributed to Holders of the Certificates on such Distribution Date in respect of amounts distributable to the Certificateholders of the Certificates pursuant to Section 5.06
of the Sale and Servicing Agreement. 
 The holder of this Certificate acknowledges and agrees that its rights to receive
distributions in respect of this Certificate are subordinated to the rights of the Noteholders as described in the Sale and Servicing Agreement and the Indenture. 
 It is the intent of the Depositor, NMAC and the Certificateholders that, for purposes of federal income tax, state and local income tax, any state single business tax and any other income taxes, the Trust
will be treated as a division or branch of the Person holding the beneficial ownership interests in the Trust for any period during which the beneficial ownership interests in the Trust are held by one person (or by multiple owners but each owner is
treated as the same Person for federal income tax purposes), and will be treated as a partnership, and the Certificateholders will be treated as partners in that partnership, for any period during which the beneficial ownership interests in the
Trust are held by more than one person (and all such owners are not treated as the same Person for federal income tax purposes). For any such period during which the beneficial ownership interests in the Trust are held by more than one person, each
Certificateholder, by acceptance of a Certificate or any beneficial interest on a Certificate, agrees to treat, and to take no action inconsistent with the treatment of, the Certificates as partnership interests in the Trust for such tax purposes.

 Each Certificateholder, by its acceptance of a Certificate or any beneficial interest in a Certificate, covenants and agrees
that such Certificateholder will not at any time institute against the Depositor or the Trust, or join in any institution against the Depositor or the Trust of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or
other proceedings under any United States, federal or state bankruptcy or similar law in connection with any obligations relating to the Certificates, the Notes, the Trust Agreement or any of the Basic Documents. 

Each Certificateholder by accepting a Certificate acknowledges that such Certificateholder’s Certificates represent beneficial
interests in the Trust only and do not represent interests in or obligations of Depositor, NMAC, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse may be had against such parties or their assets,
except as expressly set forth or contemplated in the Trust Agreement, the Certificates or the Basic Documents. In furtherance of and not in derogation of the foregoing, each Certificateholder, by accepting a Certificate, acknowledges and agrees that
it shall have no right, title or interest in or to any assets or interests therein of the Depositor conveyed or purported to be conveyed by the Depositor to another securitization trust or other Person or Persons in connection therewith (whether by
way of a sale, capital contribution or by virtue of the granting of a lien) (“Other Assets”). To the extent that, notwithstanding the agreements and provisions contained herein, a Certificateholder either (i) asserts an interest or
claim to, or benefit from, Other Assets, whether asserted against or through the Depositor or any other Person owned 

  

					
		  	A-4	  	(Nissan 2013-B Amended & Restated Trust Agreement)









 
by the Depositor, or (ii) is deemed to have any such interest, claim or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of
insolvency laws or otherwise (including by virtue of Section 1111(b) of the Federal Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Depositor or any
other Person owned by the Depositor, then each Certificateholder, by accepting a Certificate, further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and shall be expressly subordinated to the indefeasible
payment in full of all obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured
by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to priority of distribution or application under applicable law, including insolvency laws, and whether asserted against
Depositor or any other Person owned by the Depositor), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a subordination agreement within the meaning of
Section 510(a) of the Bankruptcy Code. Each Certificateholder, by acceptance of a Certificate, further acknowledges and agrees that no adequate remedy at law exists for a breach of this paragraph and the terms of this paragraph may be enforced
by an action for specific performance. The provisions of this paragraph shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of the Trust Agreement. 

Distributions on this Certificate will be made as provided in the Trust Agreement by the Paying Agent by wire transfer or check mailed to
each Certificateholder of record without the presentation or surrender of this Certificate or the making of any notation hereon. Except as otherwise provided in the Trust Agreement and notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Owner Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency of the Paying Agent maintained for the purpose by the Owner
Trustee. 
 Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which
further provisions shall for all purposes have the same effect as if set forth at this place. 
 Unless the certificate of
authentication hereon shall have been executed by an authorized officer of the Owner Trustee or an authenticating agent, by manual or facsimile signature, this Certificate shall not entitle the holder hereof to any benefit under the Trust Agreement
or the Sale and Servicing Agreement or be valid for any purpose. 
 THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 

  

					
		  	A-5	  	(Nissan 2013-B Amended & Restated Trust Agreement)









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

							
		 		 	NISSAN AUTO RECEIVABLES 2013-B OWNER TRUST
				
		 		 	By:	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee
				
	Dated:	 		 	By:	 	 
		 		 		 	Authorized Signatory


  

					
		  	A-6	  	(Nissan 2013-B Amended & Restated Trust Agreement)









 OWNER TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

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

 

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

		
	By:	 	 
		 	Authorized Signatory



  

					
		  	A-7	  	(Nissan 2013-B Amended & Restated Trust Agreement)









 (REVERSE OF CERTIFICATE) 

The Certificates do not represent an obligation of, or an interest in, the Owner Trustee, NMAC, NARC II, Nissan North America, Inc. or
any of their Affiliates and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated herein or in the Trust Agreement or the Basic Documents. In addition, this Certificate is not guaranteed by
any governmental agency or instrumentality and is limited in right of payment to certain collections with respect to the Receivables (and certain other amounts), all as more specifically set forth in the Trust Agreement and in the Sale and Servicing
Agreement. A copy of each of the Sale and Servicing Agreement and the Trust Agreement may be examined during normal business hours at the principal office of the Depositor, and at such other places, if any, designated by the Depositor, by any
Certificateholder upon written request. 
 The Trust Agreement may be amended by the parties thereto, without the consent of any
other Person in the manner set forth in Section 11.01 of the Trust Agreement. 
 As provided in the Trust Agreement,
and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies of the Certificate
Registrar maintained by the Owner Trustee, accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates of authorized denominations evidencing the same aggregate interest in the Trust will be issued to the designated transferee or transferees. The initial Certificate Registrar appointed under the
Trust Agreement is Wilmington Trust, National Association, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890. 
 The Certificates are issuable only as registered Certificates without coupons in denominations of $250,000 and in integral multiples of $10,000 in excess thereof. As provided in the Trust Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same aggregate denomination, as requested by the holder surrendering the same. No service charge will be
made for any such registration of transfer or exchange, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith. 

The Owner Trustee, the Certificate Registrar and any agent of the Owner Trustee or the Certificate Registrar may treat the person in
whose name this Certificate is registered as the owner hereof for all purposes and none of the Owner Trustee, the Certificate Registrar or any such agent shall be affected by any notice to the contrary. 

The obligations and responsibilities created by the Trust Agreement and the Trust created thereby shall terminate upon the earliest of
(i) the maturity or other liquidation of the last Receivable (or other asset) in the Owner Trust Estate and the final distribution of all moneys or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Trust
Agreement, the Indenture and the Sale and Servicing Agreement (including, but not limited to, any property and proceeds to be deposited in the Collection Account pursuant to the terms of the 

  

					
		  	A-8	  	(Nissan 2013-B Amended & Restated Trust Agreement)









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

  

					
		  	A-9	  	(Nissan 2013-B Amended & Restated Trust Agreement)









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

OF ASSIGNEE 
  

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

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

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

 Dated:                    

  

	
	*/
	Signature Guaranteed:
	
	*/


  

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


  

					
		  	A-10	  	(Nissan 2013-B Amended & Restated Trust Agreement)









 EXHIBIT B 
 FORM OF TRANSFEREE REPRESENTATION LETTER 

[        ], 20     
 Nissan Auto Receivables 2013-B Owner Trust 
 WILMINGTON TRUST, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Owner Trustee 
 Rodney Square North 
 1100 North Market Street 

Wilmington, Delaware 19890 
 Attention: Nissan
Auto Receivables 2013-B Owner Trust 
 WILMINGTON TRUST, NATIONAL ASSOCIATION, 
 as Certificate Registrar 
 Rodney Square North 

1100 North Market Street 
 Wilmington, Delaware
19890 
 Attention: Nissan Auto Receivables 2013-B Owner Trust 
  

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


Re:     Transfer of Nissan Auto Receivables 2013-B Owner Certificates, (the
“Certificates”) 
 Ladies and Gentlemen: 
 This letter is delivered pursuant to Section 3.03 of the Amended and Restated Trust Agreement, dated as of July 30, 2013 (the “Trust Agreement”), between Nissan Auto Receivables
Corporation II, as Depositor, and Wilmington Trust, National Association, as Owner Trustee (the “Owner Trustee”), in connection with the transfer by             (the
“Seller”) to the undersigned (the “Purchaser”) of $            balance of the Certificates. Capitalized terms used and not otherwise defined herein have the meanings
assigned to such terms in the Trust Agreement. 
 In connection with such transfer, the undersigned hereby represents and
warrants to you and the addressees hereof as follows: 
  ̈ I acknowledge that the
Certificates have not been and will not be registered under the Securities Act or the securities law of any jurisdiction; 

  

					
		  	B-1	  	(Nissan 2013-B Amended & Restated Trust Agreement)









  ̈ I acknowledge that if in the future I
decide to resell, assign, pledge or otherwise transfer any Certificates, such Certificates may be resold, assigned, pledged or transferred only (A) to a United States Person within the meaning of Section 7701(a)(30) of the Code and
(B) (i) pursuant to an effective registration statement under the Securities Act or (ii) in a transaction exempt from the registration requirements of the Securities Act and other securities or “Blue Sky” laws; 

 ̈ I am not a Non-U.S. Person (as defined in the Trust Agreement); 

 ̈ No Certificate (or any interest therein) may be acquired by or for the account of
(i) an employee benefit plan as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), which is subject to the provisions of Title I of ERISA, (ii) a “plan” described
in and subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), (iii) any entity whose underlying assets include plan assets by reason of an employee benefit plan’s or a plan’s investment
in the entity or (iv) any other employee benefit plan or arrangement that is subject to a law that is similar to the fiduciary responsibility or prohibited transaction provisions of ERISA or Section 4975 of the Code. Each Person who
acquires any Certificate or interest therein will certify that the foregoing conditions are satisfied; 
  ̈ I acknowledge that after this transfer (or purported transfer), the Trust would not have more than 95 direct or indirect beneficial owners of any interest in the Certificates; 

 ̈ This transfer is not effected through an established securities market or secondary
market or substantial equivalent thereof within the meaning of Section 7704 of the Code or would make the Trust ineligible for “safe harbor” treatment under Section 7704 of the Code; 

 ̈ The Certificates (or interests therein) are not acquired by or for the account of a
Special Pass-Through Entity (as defined in the Trust Agreement); 
  ̈ If I am
acquiring any Certificate (or interest therein) for the account of one or more Persons, (A) I shall provide to the Owner Trustee and the Depositor information as to the number of such Persons and any changes in the number of such Persons and
(B) any such change in the number of Persons for whose account a Certificate is held shall require the written consent of the Owner Trustee, which consent shall be granted unless the Owner Trustee determines that such proposed change in number
of Persons would create a risk that the Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation; 

 ̈ I understand that the Certificates will bear legends substantially as set forth in
Section 3.09 of the Trust Agreement; 
  ̈ No transfer of the
Certificates (or any interest therein) is a transfer of a Certificate (or any interest therein) with a Certificate Balance of less than $740,000; and 
  ̈ Any attempted transfer that would cause the number of direct or indirect beneficial owners of Certificates in the aggregate to exceed 95 or otherwise
cause the Trust to become a publicly traded partnership for income tax purposes shall be a void transfer. 

  

					
		  	B-2	  	(Nissan 2013-B Amended & Restated Trust Agreement)









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



  

					
		  	B-3	  	(Nissan 2013-B Amended & Restated Trust Agreement)









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

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

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

Rodney Square North 
 1100 North Market Street

 Wilmington, Delaware 19890 

Attention: Nissan Auto Receivables 2013-B Owner Trust 
  

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


Re:     Transfer of Nissan Auto Receivables 2013-B Owner Certificates, (the
“Certificates”) 
 Ladies and Gentlemen: 
 This letter is delivered pursuant to Section 3.03 of the Amended and Restated Trust Agreement, dated as of July 30, 2013 (the “Trust Agreement”), between Nissan Auto Receivables
Corporation II, as Depositor, and Wilmington Trust, National Association, as Owner Trustee (the “Owner Trustee”), in connection with the transfer by the undersigned (the “Seller”) to
                    (the “Purchaser”) of $            balance of the
Certificates. Capitalized terms used and not otherwise defined herein have the meanings ascribed thereto in the Trust Agreement. The Seller hereby certifies, represents and warrants to you, as Certificate Registrar, that: 

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

  

					
		  	C-1	  	(Nissan 2013-B Amended & Restated Trust Agreement)









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

 

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



  

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