Exhibit 10.3
ADMINISTRATION AGREEMENT
among
NISSAN AUTO RECEIVABLES 2011-B OWNER TRUST
as Issuer
NISSAN MOTOR ACCEPTANCE CORPORATION,
as Administrator
CITIBANK, N.A.,
as Indenture Trustee
and
WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Owner Trustee
Dated as of November 17, 2011
TABLE OF CONTENTS
Page
1.
DUTIES OF THE ADMINISTRATOR
2
2.
RECORDS
8
3.
COMPENSATION
8
4.
ADDITIONAL INFORMATION TO BE FURNISHED TO THE ISSUER
8
5.
INDEPENDENCE OF THE ADMINISTRATOR
8
6.
NO JOINT VENTURE
9
7.
OTHER ACTIVITIES OF ADMINISTRATOR
9
8.
TERM OF AGREEMENT; RESIGNATION AND REMOVAL OF ADMINISTRATOR
9
9.
ACTION UPON TERMINATION, RESIGNATION OR REMOVAL
10
10.
NOTICES
11
11.
AMENDMENTS
11
12.
SUCCESSOR AND ASSIGNS
12
13.
GOVERNING LAW
12
14.
NO PETITION
12
15.
HEADINGS
13
16.
COUNTERPARTS
13
17.
SEVERABILITY OF PROVISIONS
13
18.
NOT APPLICABLE TO NMAC IN OTHER CAPACITIES
13
19.
LIMITATION OF LIABILITY OF OWNER TRUSTEE AND INDENTURE TRUSTEE
13
i
(Nissan 2011-B Administration Agreement)
This ADMINISTRATION AGREEMENT, dated as of November 17, 2011 (this "Agreement"),
among NISSAN AUTO RECEIVABLES 2011-B OWNER TRUST, a Delaware statutory trust
(the "Issuer"), NISSAN MOTOR ACCEPTANCE CORPORATION, a California corporation,
as administrator (the "Administrator"), and CITIBANK, N.A., a national banking
association, not in its individual capacity but solely as Indenture Trustee (as
defined below), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking
association with trust powers, not in its individual capacity but solely as
Owner Trustee (as defined below).
W I T N E S S E T H:
WHEREAS, beneficial ownership interests in the Issuer represented by the Nissan
Auto Receivables 2011-B Owner Trust Asset Backed Certificates (the
"Certificates") have been issued in connection with the formation of the Issuer
pursuant to the Amended and Restated Trust Agreement, dated as of November 17,
2011 (the "Trust Agreement"), between Nissan Auto Receivables Corporation II
("NARC II"), a Delaware corporation, as depositor, and Wilmington Trust,
National Association, as owner trustee (the "Owner Trustee") to the owners
thereof (the "Owners");
WHEREAS, the Issuer is issuing the Nissan Auto Receivables 2011-B Owner Trust
0.40817% Asset Backed Notes, Class A-1, the Nissan Auto Receivables 2011-B Owner
Trust 0.74% Asset Backed Notes, Class A-2, the Nissan Auto Receivables 2011-B
Owner Trust 0.95% Asset Backed Notes, Class A-3, and the Nissan Auto Receivables
2011-B Owner Trust 1.24% Asset Backed Notes, Class A-4 (collectively, the
"Notes") pursuant to the Indenture, dated as of November 17, 2011, (as amended
and supplemented from time to time, the "Indenture"), between the Issuer and
Citibank, N.A., as indenture trustee (the "Indenture Trustee"); capitalized
terms used herein and not defined herein shall have the meanings ascribed
thereto in the Indenture, the Trust Agreement or the Sale and Servicing
Agreement, dated as of November 17, 2011, among the Issuer, Nissan Motor
Acceptance Corporation ("NMAC"), as servicer, and NARC II, as seller (the "Sale
and Servicing Agreement"), as the case may be;
WHEREAS, the Issuer has entered into certain agreements in connection with the
issuance of the Certificates and the Notes, including the Purchase Agreement,
dated as