Common use of Establishment of Accounts Clause in Contracts

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.

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 TrusteePaying Agent, 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 Paying Agent 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 Paying Agent 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 Paying Agent in writing that the Trust Collection Account should be moved, then the Owner Trustee Paying Agent (or the Administrator on behalf of the Owner TrusteePaying Agent, if the Trust Collection Account is not then held by the Owner Trustee Paying Agent 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.

Establishment of Accounts. (a) On or prior to the Distribution Date The Servicer, on which any Certificates are then held by anyone other than the Administrator or one behalf of its Affiliates, the Owner Trustee and the Indenture Trustee, for the benefit of the Certificateholders, shall establish and maintain, or shall cause to be established and maintained, the Collection Account 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 Indenture Trustee for the benefit of the CertificateholdersSecurityholders. IfThe Collection Account shall be a segregated trust account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating or (ii) the Collection Account is maintained in a segregated trust account in the trust department of the Indenture Trustee; provided, at however, that all amounts held in the Collection Account shall, to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any timefunds on deposit in the Collection Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) if the Notes shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Trust Collection Account ceases to be an Eligible Account or Estate are being applied in accordance with Section 5.05 of the Indenture as if the majority of Certificateholders, in their sole discretion, notify the Owner Trustee in writing that the Trust Collection Account should be movedthere had not been such a declaration, then the Owner Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Collection Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the Administrator on behalf proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Owner TrusteeIndenture Trustee no longer have the Required Deposit Rating then, if unless the Trust Collection Account is not then held by maintained in segregated trust accounts in the Owner Trustee or an Affiliate thereof) shall trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's assistance as necessary and within 10 ten Business Days establish of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a new equivalent Eligible Account at a depository institution bank or trust company selected by a majority company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (ii) to be moved to the trust department of the Certificateholders and shall transfer any cash and/or any investments to such new accountIndenture Trustee.

Establishment of Accounts. (a) On or prior to the Distribution Date The Servicer, on which any Certificates are then held by anyone other than the Administrator or one behalf of its Affiliates, the Owner Trustee and the Indenture Trustee, for the benefit of the Certificateholders, shall establish and maintain, or shall cause to be established and maintained, the Collection Account 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 Indenture Trustee for the benefit of the CertificateholdersSecurityholders. IfThe Collection Account shall be a segregated trust account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating or (ii) the Collection Account is maintained in a segregated trust account in the trust department of the Indenture Trustee; provided, at however, that all amounts held in the Collection Account shall, to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any timefunds on deposit in the Collection Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) if the Notes shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Trust Collection Account ceases to be an Eligible Account or Estate are being applied in accordance with Section 5.05 of the Indenture as if the majority of Certificateholders, in their sole discretion, notify the Owner Trustee in writing that the Trust Collection Account should be movedthere had not been such a declaration, then the Owner Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, however, that such investment shall be sold not later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Collection Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the Administrator on behalf proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Owner TrusteeIndenture Trustee no longer have the Required Deposit Rating then, if unless the Trust Collection Account is not then held by maintained in segregated trust accounts in the Owner Trustee or an Affiliate thereof) shall trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary and within 10 ten Business Days establish of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a new equivalent Eligible Account at a depository institution bank or trust company selected by a majority company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (ii) to be moved to the trust department of the Certificateholders and shall transfer any cash and/or any investments to such new accountIndenture Trustee.

Establishment of Accounts. (a) On or prior to the Distribution Date The Servicer, on which any Certificates are then held by anyone other than the Administrator or one behalf of its Affiliates, the Owner Trustee and the Indenture Trustee, for the benefit of the Certificateholders, shall establish and maintain, or shall cause to be established and maintained, the Collection Account 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 Indenture Trustee for the benefit of the CertificateholdersSecurityholders. If, at any time, the Trust The Collection Account ceases to shall be an Eligible Deposit Account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating and the Indenture Trustee satisfies clause (a)(ii) of the definition of Eligible Deposit Account or (ii) the Collection Account is maintained in a segregated trust account in the trust department of the Indenture Trustee; provided, however, that all amounts held in the Collection Account shall, to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any funds on deposit in the Collection Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) if the majority Notes shall have been declared due and payable following an Event of CertificateholdersDefault, in their sole discretion, notify the Owner Trustee in writing that amounts collected or receivable from the Trust Collection Account should be movedEstate are being applied in accordance with Section 5.05 of the Indenture as if there had not been such a declaration, then the Owner Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, however, that such investment shall be sold not later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Collection Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the Administrator on behalf proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Owner TrusteeIndenture Trustee no longer have the Required Deposit Rating then, if unless the Trust Collection Account is not then held by maintained in segregated trust accounts in the Owner Trustee or an Affiliate thereof) shall trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary and within 10 ten Business Days establish of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a new equivalent Eligible Account at a depository institution bank or trust company selected by a majority company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (ii) to be moved to the trust department of the Certificateholders and shall transfer any cash and/or any investments to such new accountIndenture Trustee.

Establishment of Accounts. (a) On or prior to the Distribution Date The Servicer, on which any Certificates are then held by anyone other than the Administrator or one behalf of its Affiliates, the Owner Trustee and the Indenture Trustee, for the benefit of the Certificateholders, shall establish and maintain, or shall cause to be established and maintained, the Collection Account 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 Indenture Trustee for the benefit of the CertificateholdersSecurityholders. IfThe Collection Account shall be a segregated trust account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating or (ii) the Collection Account is maintained in a segregated trust account in the trust department of the Indenture Trustee; provided, at however, that all amounts held in the Collection Account shall, to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any timefunds on deposit in the Collection Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) if the Notes shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Trust Collection Account ceases to be an Eligible Account or Estate are being applied in accordance with Section 5.05 of the Indenture as if the majority of Certificateholders, in their sole discretion, notify the Owner Trustee in writing that the Trust Collection Account should be movedthere had not been such a declaration, then the Owner Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not, to make any investment of any funds or to sell any investment held in the Collection Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the Administrator on behalf proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Owner TrusteeIndenture Trustee no longer have the Required Deposit Rating then, if unless the Trust Collection Account is not then held by maintained in segregated trust accounts in the Owner Trustee or an Affiliate thereof) shall trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's assistance as necessary and within 10 ten Business Days establish of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a new equivalent Eligible Account at a depository institution bank or trust company selected by a majority company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (ii) to be moved to the trust department of the Certificateholders and shall transfer any cash and/or any investments to such new accountIndenture Trustee.

Establishment of Accounts. (a) On or prior to the Distribution Date on which any Certificates are then held by anyone other than the Administrator Notes of all Classes have been paid in full (or one substantially all of its Affiliatesthe Trust Estate is otherwise released from the lien of the Indenture), the Owner Trustee, for the benefit of the Certificateholders, shall establish and maintain, or shall cause to be established and maintained, in the name of the Trust (or in such other name as shall be specified in the Sale and Servicing Agreement), the trust collection (Nissan 2012-A Amended & Restated Trust Agreement) 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.

Establishment of Accounts. (a) On or prior to the Distribution Date on which any Certificates are then held by anyone other than the Administrator Notes of all Classes have been paid in full (or one substantially all of its Affiliatesthe Trust Estate is otherwise released from the lien of the Indenture), the Owner Trustee, for the benefit of the Certificateholders, shall establish and maintain, or shall cause to be established and maintained, in the name of the Trust (or in such other name as shall be specified in the Sale and Servicing Agreement), the trust collection account (the “Trust Collection Account”). The Trust Collection Account shall be established and maintained as an Eligible Account, and, subject to provisions of the Sale and Servicing Agreement, bearing a designation clearly indicating that, subject to Section 5.01(b), the funds deposited therein are held by the Trust for the benefit of the Certificateholders, in each case in accordance with Section 5.01 of the Sale and Servicing Agreement. Subject to Section 5.01(b), the Owner Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Trust Collection Account and in all proceeds 10 (Nissan 2013-A Amended & Restated Trust Agreement) Table of Contents 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.

Establishment of Accounts. (a) On or prior to the Distribution Date on which any Certificates are then held by anyone other than the Administrator Notes of all Classes have been paid in full (or one substantially all of its Affiliatesthe Trust Estate is otherwise released from the lien of the Indenture), the Owner Trustee, for the benefit of the Certificateholders, shall establish and maintain, or shall cause to be established and maintained, in the name of the Trust (or in such other name as shall be specified in the Sale and Servicing Agreement), the trust collection account (the “Trust Collection Account”). The Trust Collection Account shall be established and maintained as an Eligible Deposit 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 thereofthereof (other than any net investment earnings on Eligible Investments held therein). 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 Deposit 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 Deposit 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.

Establishment of Accounts. (a) On or prior to the Distribution Date The Servicer, on which any Certificates are then held by anyone other than the Administrator or one behalf of its Affiliates, the Owner Trustee and the Indenture Trustee, for the benefit of the Certificateholders, shall establish and maintain, or shall cause to be established and maintained, the Collection Account 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 Indenture Trustee for the benefit of the CertificateholdersSecurityholders. IfThe Collection Account shall be a segregated trust account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating or (ii) the Collection Account is maintained in a segregated trust account in the trust department of the Indenture Trustee; provided, at however, that all amounts held in the Collection Account shall, to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any timefunds on deposit in the Collection Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) if the Notes shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Trust Collection Account ceases to be an Eligible Account or Estate are being applied in accordance with Section 5.05 of the Indenture as if the majority of Certificateholders, in their sole discretion, notify the Owner Trustee in writing that the Trust Collection Account should be movedthere had not been such a declaration, then the Owner Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may (Nissan [200_-____] Sale and Servicing Agreement) 34 be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, however, that such investment shall be sold not later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Collection Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the Administrator on behalf proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Owner TrusteeIndenture Trustee no longer have the Required Deposit Rating then, if unless the Trust Collection Account is not then held by maintained in segregated trust accounts in the Owner Trustee or an Affiliate thereof) shall trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary and within 10 ten Business Days establish of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a new equivalent Eligible Account at a depository institution bank or trust company selected by a majority company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (ii) to be moved to the trust department of the Certificateholders and shall transfer any cash and/or any investments to such new accountIndenture Trustee.

Establishment of Accounts. (a) On or prior to the Distribution Date The Servicer, on which any Certificates are then held by anyone other than the Administrator or one behalf of its Affiliates, the Owner Trustee and the Indenture Trustee, for the benefit of the Certificateholders, shall establish and maintain, or shall cause to be established and maintained, the Collection Account 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 Indenture Trustee for the benefit of the CertificateholdersSecurityholders. If, at any time, the Trust The Collection Account ceases to shall be an Eligible Deposit Account initially established with the Indenture Trustee and shall be maintained, at the Servicer’s election, with the Indenture Trustee or the Owner Trustee as long as (i) the deposits of such Person have the Required Deposit Rating and such Person satisfies clause (a)(ii) of the definition of Eligible Deposit Account or (ii) the Collection Account is maintained in a segregated trust account in the trust department of such Person; provided, however, that all amounts held in the Collection Account shall, to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any funds on deposit in the Collection Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) if the majority Notes shall have been declared due and payable following an Event of CertificateholdersDefault, amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in their such manner that such amounts invested shall be available to make the required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, however, that such investment shall be sold not later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer 34 (Nissan 2011-B Sale and Servicing Agreement) shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Collection Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. If the Servicer, in its sole discretiondiscretion and for any reason, notify notifies the Indenture Trustee and the Owner Trustee in writing that the Trust Collection Account should be moved, then the Owner Trustee (moved or the Administrator on behalf short-term unsecured debt obligations of the Indenture Trustee or the Owner Trustee, if as applicable, no longer have the Trust Required Deposit Rating, then, unless the Collection Account is not then held by maintained in segregated trust accounts in the trust department of the Indenture Trustee or the Owner Trustee, as applicable, the Servicer shall, with the Indenture Trustee’s or the Owner Trustee’s assistance, as applicable, as necessary and within ten Business Days of receipt of notice from the Indenture Trustee or an Affiliate thereofthe Owner Trustee, as applicable, that the Indenture Trustee or the Owner Trustee, as applicable, no longer has the Required Deposit Rating, cause the Collection Account (i) shall within 10 Business Days establish to be moved to segregated trust accounts in a new equivalent Eligible Account at a depository institution bank or trust company selected by a majority the Servicer, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (ii) to be moved to the trust department of the Certificateholders and shall transfer any cash and/or any investments to such new accountIndenture Trustee or the Owner Trustee, as applicable.

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 TrusteePaying Agent, 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)Issuer, the trust collection certificate distribution account (the “Trust Collection Certificate Distribution Account”). The Trust Collection Certificate Distribution 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), that the funds deposited therein are held by the Trust Issuer under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders. No checks shall be issued, in each case in accordance printed, or honored with Section 5.01 of respect to the Sale and Servicing Certificate Distribution Account. 13 (Nissan 2016-B Amended & Restated Trust Agreement. ) Subject to Section 5.01(b), the Owner Trustee Paying Agent shall possess all right, title and interest in all funds on deposit from time to time in the Trust Collection Certificate Distribution Account and in all proceeds thereof. Except as otherwise expressly provided herein, the Trust Collection Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee Paying Agent for the benefit of the Certificateholders. If, at any time, the Trust Collection Certificate Distribution Account ceases to be an Eligible Account or if the majority of Certificateholders, in their sole discretion, notify the Owner Trustee Paying Agent in writing that the Trust Collection Certificate Distribution Account should be moved, then the Owner Trustee Paying Agent (or the Administrator on behalf of the Owner TrusteePaying Agent, if the Trust Collection Certificate Distribution Account is not then held by the Owner Trustee Paying Agent 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.

Establishment of Accounts. (a) On or prior Borrower hereby confirms that, simultaneously with the execution of this Agreement, pursuant to the Distribution Date on which any Certificates are then held by anyone other than the Administrator or one of its AffiliatesAccount Agreement, the Owner Trustee, for the benefit of the Certificateholders, shall establish and maintain, or shall cause to be it has established and maintainedwith Cash Management Bank, in the name of Borrower for the Trust (or in such other name benefit of Lender, as shall be specified in the Sale and Servicing Agreement)secured party, the trust collection account (the “Trust "Collection Account”"), which has been established as an interest-bearing "deposit account" (as such term is defined in Section 9-102(a)(29) of the UCC), and the holding account (the "Holding Account"), which has been established as a "securities account" (as such term is defined in Section 8-501(a) of the UCC). Both the Collection Account and the Holding Account and each sub-account of either such account and the funds deposited therein and securities and other assets credited thereto shall serve as additional security for the Loan. Pursuant to the Account Agreement, Borrower shall irrevocably instruct and authorize Cash Management Bank to disregard any and all orders for withdrawal from the Collection Account or the Holding Account made by, or at the direction of, Borrower other than to transfer all amounts on deposit in the Collection Account in accordance with Section 4(c) of the Account Agreement. Pursuant to the Account Agreement, (A) prior to the occurrence of a Reserve Period (and thereafter so long as a Reserve Period shall no longer be continuing), Cash Management Bank on a daily basis shall transfer all collected and available funds as determined by Cash Management Bank's then current funds availability schedule received in the Collection Account either to an account designated by Borrower or to the Holding Account, as required by Section 3.1.6(a) below, and (B) from and after the occurrence and during the continuance of a Reserve Period, Cash Management Bank on a daily basis shall transfer all collected and available funds as determined by Cash Management Bank's then current funds availability schedule received in the Collection Account to the Holding Account. Borrower agrees that, prior to the payment in full of the Indebtedness, the terms and conditions of the Account Agreement shall not be amended or modified without the prior written consent of Lender (which consent Lender may grant or withhold in its sole discretion), and if a Securitization has occurred, the delivery by Borrower of a Rating Agency Confirmation. In recognition of Lender's security interest in the funds deposited into the Collection Account and the Holding Account, Borrower shall identify both the Collection Account and the Holding Account with the name of Lender, as secured party. The Trust Collection Account shall be established and maintained named as an Eligible follows: "Reckson Court Square, LLC f/b/o German American Capital Corporation, as secured party Collection Account, and, subject to provisions of the Sale and Servicing Agreement, bearing a designation clearly indicating that, subject to Section 5.01(b" (Account Number 323 967051), 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 The Holding Account shall be under named as follows: "Reckson Court Square, LLC f/b/o German American Capital Corporation, as secured party Holding Account" (Account Number 323 967043). Borrower confirms that it has established with Cash Management Bank the sole dominion and control following sub-accounts of the Owner Trustee for Holding Account (each, a "Sub-Account" and, collectively, the benefit "Sub-Accounts" and together with the Holding Account and the Collection Account, the "Collateral Accounts"), which (i) may be ledger or book entry sub-accounts and need not be actual sub-accounts, (ii) shall each be linked to the Holding Account, (iii) shall each be a "securities account" within the meaning of Article 8 of the Certificateholders. If, at any time, the Trust Collection Account ceases to UCC and (iv) shall each be an Eligible Account or if to which certain funds shall be allocated and from which disbursements shall be made pursuant to the majority terms 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.this Agreement:

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 TrusteePaying Agent, 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)Issuer, the trust collection certificate distribution account (the “Trust Collection Certificate Distribution Account”). The Trust Collection Certificate Distribution 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), that the funds deposited therein are held by the Trust Issuer under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders. No checks shall be issued, in each case in accordance printed, or honored with Section 5.01 of respect to the Sale and Servicing Certificate Distribution Account. (NAROT 2018-B Amended & Restated Trust Agreement. ) Subject to Section 5.01(b), the Owner Trustee Paying Agent shall possess all right, title and interest in all funds on deposit from time to time in the Trust Collection Certificate Distribution Account and in all proceeds thereof. Except as otherwise expressly provided herein, the Trust Collection Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee Paying Agent for the benefit of the Certificateholders. If, at any time, the Trust Collection Certificate Distribution Account ceases to be an Eligible Account or if the majority of Certificateholders, in their sole discretion, notify the Owner Trustee Paying Agent in writing that the Trust Collection Certificate Distribution Account should be moved, then the Owner Trustee Paying Agent (or the Administrator on behalf of the Owner TrusteePaying Agent, if the Trust Collection Certificate Distribution Account is not then held by the Owner Trustee Paying Agent 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.

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 TrusteePaying Agent, 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)Issuer, the trust collection certificate distribution account (the “Trust Collection Certificate Distribution Account”). The Trust Collection Certificate Distribution 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), that the funds deposited therein are held by the Trust Issuer under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders. No checks shall be issued, in each case in accordance printed, or honored with Section 5.01 of respect to the Sale and Servicing Certificate Distribution Account. 13 (Nissan 2016-C Amended & Restated Trust Agreement. ) Subject to Section 5.01(b), the Owner Trustee Paying Agent shall possess all right, title and interest in all funds on deposit from time to time in the Trust Collection Certificate Distribution Account and in all proceeds thereof. Except as otherwise expressly provided herein, the Trust Collection Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee Paying Agent for the benefit of the Certificateholders. If, at any time, the Trust Collection Certificate Distribution Account ceases to be an Eligible Account or if the majority of Certificateholders, in their sole discretion, notify the Owner Trustee Paying Agent in writing that the Trust Collection Certificate Distribution Account should be moved, then the Owner Trustee Paying Agent (or the Administrator on behalf of the Owner TrusteePaying Agent, if the Trust Collection Certificate Distribution Account is not then held by the Owner Trustee Paying Agent 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.

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 TrusteePaying Agent, 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)Issuer, the trust collection certificate distribution account (the “Trust Collection Certificate Distribution Account”). The Trust Collection Certificate Distribution 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), that the funds deposited therein are held by the Trust Issuer under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders. No checks shall be issued, in each case in accordance printed, or honored with Section 5.01 of respect to the Sale and Servicing Certificate Distribution Account. 13 (Nissan 2016-A Amended & Restated Trust Agreement. ) Subject to Section 5.01(b), the Owner Trustee Paying Agent shall possess all right, title and interest in all funds on deposit from time to time in the Trust Collection Certificate Distribution Account and in all proceeds thereof. Except as otherwise expressly provided herein, the Trust Collection Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee Paying Agent for the benefit of the Certificateholders. If, at any time, the Trust Collection Certificate Distribution Account ceases to be an Eligible Account or if the majority of Certificateholders, in their sole discretion, notify the Owner Trustee Paying Agent in writing that the Trust Collection Certificate Distribution Account should be moved, then the Owner Trustee Paying Agent (or the Administrator on behalf of the Owner TrusteePaying Agent, if the Trust Collection Certificate Distribution Account is not then held by the Owner Trustee Paying Agent 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.

Establishment of Accounts. (a) On or prior to the Distribution Date The Servicer, on which any Certificates are then held by anyone other than the Administrator or one behalf of its Affiliates, the Owner Trustee and the Indenture Trustee, for the benefit of the Certificateholders, shall establish and maintain, or shall cause to be established and maintained, the Collection Account 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 Indenture Trustee for the benefit of the CertificateholdersSecurityholders. If, at any time, the Trust The Collection Account ceases to shall be an Eligible Deposit Account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating and the Indenture Trustee satisfies clause (a)(ii) of the definition of Eligible Deposit Account or (ii) the Collection Account is maintained in a segregated trust account in the trust department of the Indenture Trustee; provided, however, that all amounts held in the Collection Account shall, to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any funds on deposit in the (Nissan 2011-A Sale and Servicing Agreement) 34 Collection Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) if the majority Notes shall have been declared due and payable following an Event of CertificateholdersDefault, in their sole discretion, notify the Owner Trustee in writing that amounts collected or receivable from the Trust Collection Account should be movedEstate are being applied in accordance with Section 5.05 of the Indenture as if there had not been such a declaration, then the Owner Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, however, that such investment shall be sold not later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Collection Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the Administrator on behalf proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Owner TrusteeIndenture Trustee no longer have the Required Deposit Rating then, if unless the Trust Collection Account is not then held by maintained in segregated trust accounts in the Owner Trustee or an Affiliate thereof) shall trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary and within 10 ten Business Days establish of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a new equivalent Eligible Account at a depository institution bank or trust company selected by a majority company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (ii) to be moved to the trust department of the Certificateholders and shall transfer any cash and/or any investments to such new accountIndenture Trustee.

Establishment of Accounts. (a) On or prior to the Distribution Date The Servicer, on which any Certificates are then held by anyone other than the Administrator or one behalf of its Affiliates, the Owner Trustee and the Indenture Trustee, for the benefit of the Certificateholders, shall establish and maintain, or shall cause to be established and maintained, the Collection Account 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 Indenture Trustee for the benefit of the CertificateholdersSecurityholders. IfThe Collection Account shall be a segregated trust account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating or (ii) the Collection Account is maintained in a segregated trust account in the trust department of the Indenture Trustee; provided, at however, that all amounts held in the Collection Account shall, to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any timefunds on deposit in the Collection Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) if the Notes shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Trust Collection Account ceases to be an Eligible Account or Estate are being applied in accordance with Section 5.05 of the Indenture as if the majority of Certificateholders, in their sole discretion, notify the Owner Trustee in writing that the Trust Collection Account should be movedthere had not been such a declaration, then the Owner Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Collection Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the Administrator on behalf proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Owner TrusteeIndenture Trustee no longer have the Required Deposit Rating then, if unless the Trust Collection Account is not then held by maintained in segregated trust accounts in the Owner Trustee or an Affiliate thereof) shall trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's assistance as necessary and within 10 ten Business Days establish of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a new equivalent Eligible Account at a depository institution bank or trust company selected by a majority company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (ii) to be moved to the trust department of the Certificateholders Indenture Trustee. (Nissan 2003-A Sale and shall transfer any cash and/or any investments to such new account.Servicing Agreement)

Establishment of Accounts. (a) On or prior to the Distribution Date on which any Certificates are then held by anyone other than the Administrator Notes of all Classes have been paid in full (or one substantially all of its Affiliatesthe Trust Estate is otherwise released from the lien of the Indenture), the Owner Trustee, for the benefit of the Certificateholders, shall establish and maintain, or shall cause to be established and maintained, in the name of the Trust (or in such other name as shall be specified in the Sale and Servicing Agreement), the trust collection account (the “Trust Collection Account”). The Trust Collection Account shall be established and maintained as an Eligible Account, and, subject to provisions of the Sale and Servicing Agreement, bearing a designation clearly indicating that, subject to Section 5.01(b), the funds deposited therein are held by the Trust for the benefit of the Certificateholders, in each case in accordance with Section 5.01 of the Sale and Servicing Agreement. Subject to Section 5.01(b), the Owner Trustee shall possess all right, title and interest in all funds on deposit from time 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.

Establishment of Accounts. (a) On or prior to the Distribution Date on which any Certificates are then held by anyone other than the Administrator Notes of all Classes have been paid in full (or one substantially all of its Affiliatesthe Trust Estate is otherwise released from the lien of the Indenture), the Owner Trustee, for the benefit of the Certificateholders, shall establish and maintain, or shall cause to be established and maintained, in the name of the Trust (or in such other name as shall be specified in the Sale and Servicing Agreement), the trust collection account (the “"Trust Collection Account”"). The Trust Collection Account shall be established and maintained as an Eligible Deposit 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. (Nissan 2003-A Amended & Restated Trust 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 thereofthereof (other than any net investment earnings on Eligible Investments held therein). 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 CertificateholdersDeposit Account, 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 affiliate thereof) shall within 10 Business Days establish a new equivalent Eligible Deposit 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.

Establishment of Accounts. (a) On or prior to the Distribution Date The Servicer, on which any Certificates are then held by anyone other than the Administrator or one behalf of its Affiliates, the Owner Trustee and the Indenture Trustee, for the benefit of the Certificateholders, shall establish and maintain, or shall cause to be established and maintained, the Collection Account 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 Indenture Trustee for the benefit of the CertificateholdersSecurityholders and the Swap Counterparty. IfThe Collection Account shall be a segregated trust account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating or (ii) the Collection Account is maintained in a segregated trust account in the trust department of the Indenture Trustee; provided, at however, that all amounts held in the Collection Account shall, to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any timefunds on deposit in the Collection Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) if the Notes shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Trust Collection Account ceases to be an Eligible Account or Estate are being applied in accordance with Section 5.05 of the Indenture as if the majority of Certificateholders, in their sole discretion, notify the Owner Trustee in writing that the Trust Collection Account should be movedthere had not been such a declaration, then the Owner Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, however, that such investment shall be sold not later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Collection Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the Administrator on behalf proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Owner TrusteeIndenture Trustee no longer have the 36 (Nissan 2008-A Sale and Servicing Agreement) Required Deposit Rating then, if unless the Trust Collection Account is not then held by maintained in segregated trust accounts in the Owner Trustee or an Affiliate thereof) shall trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary and within 10 ten Business Days establish of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a new equivalent Eligible Account at a depository institution bank or trust company selected by a majority company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (ii) to be moved to the trust department of the Certificateholders and shall transfer any cash and/or any investments to such new accountIndenture Trustee.

Establishment of Accounts. (a) On or prior to the Distribution Date The Servicer, on which any Certificates are then held by anyone other than the Administrator or one behalf of its Affiliates, the Owner Trustee and the Indenture Trustee, for the benefit of the Certificateholders, shall establish and maintain, or shall cause to be established and maintained, the Collection Account 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 Indenture Trustee for the benefit of the CertificateholdersSecurityholders. IfThe Collection Account shall be a segregated trust account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating or (ii) the Collection Account is maintained in a segregated trust account in the trust department of the Indenture Trustee; provided, at however, that all amounts held in the Collection Account shall, to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any timefunds on deposit in the Collection Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) if the Notes shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Trust Collection Account ceases to be an Eligible Account or Estate are being applied in accordance with Section 5.05 of the Indenture as if the majority of Certificateholders, in their sole discretion, notify the Owner Trustee in writing that the Trust Collection Account should be movedthere had not been such a declaration, then the Owner Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, however, that such investment shall be sold not later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Collection Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the Administrator on behalf proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Servicer shall deliver to the (Nissan 2007-B Sale and Servicing Agreement) 34 Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Owner TrusteeIndenture Trustee no longer have the Required Deposit Rating then, if unless the Trust Collection Account is not then held by maintained in segregated trust accounts in the Owner Trustee or an Affiliate thereof) shall trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary and within 10 ten Business Days establish of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a new equivalent Eligible Account at a depository institution bank or trust company selected by a majority company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (ii) to be moved to the trust department of the Certificateholders and shall transfer any cash and/or any investments to such new accountIndenture Trustee.

Establishment of Accounts. (a) On or prior to the Distribution Date The Servicer, on which any Certificates are then held by anyone other than the Administrator or one behalf of its Affiliates, the Owner Trustee and the Indenture Trustee, for the benefit of the Certificateholders, shall establish and maintain, or shall cause to be established and maintained, the Collection Account 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 Indenture Trustee for the benefit of the CertificateholdersSecurityholders. If, at any time, the Trust The Collection Account ceases to shall be an Eligible Deposit Account initially established with the Indenture Trustee and shall be maintained, at the Servicer’s election, with the Indenture Trustee or if the majority of Certificateholders, in their sole discretion, notify the Owner Trustee as long as (i) the deposits of such Person have the Required Deposit Rating and such Person satisfies clause (a)(ii) of the definition of Eligible Deposit Account or (ii) the Collection Account is maintained in writing a segregated trust account in the trust department of such Person; provided, however, that all amounts held in the Collection Account shall, to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any funds on deposit in the (Nissan 2011-A Sale and Servicing Agreement) 34 Collection Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) if the Notes shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Trust Collection Account should be movedEstate are being applied in accordance with Section 5.05 of the Indenture as if there had not been such a declaration, then the Owner Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, however, that such investment shall be sold not later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Collection Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the Administrator on behalf proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Indenture Trustee or the Owner Trustee, if as applicable, no longer have the Trust Required Deposit Rating then, unless the Collection Account is not then held by maintained in segregated trust accounts in the trust department of the Indenture Trustee or the Owner Trustee, as applicable, the Servicer shall, with the Indenture Trustee’s or the Owner Trustee’s assistance, as applicable, as necessary and within ten Business Days of receipt of notice from the Indenture Trustee or an Affiliate thereofthe Owner Trustee, as applicable, that the Indenture Trustee or the Owner Trustee, as applicable, no longer has the Required Deposit Rating, cause the Collection Account (i) shall within 10 Business Days establish to be moved to segregated trust accounts in a new equivalent Eligible Account at a depository institution bank or trust company selected by a majority company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (ii) to be moved to the trust department of the Certificateholders and shall transfer any cash and/or any investments to such new accountIndenture Trustee or the Owner Trustee, as applicable.

Establishment of Accounts. (a) On or prior to the Distribution Date The Servicer, on which any Certificates are then held by anyone other than the Administrator or one behalf of its Affiliates, the Owner Trustee and the Indenture Trustee, for the benefit of the Certificateholders, shall establish and maintain, or shall cause to be established and maintained, the Collection Account 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 Indenture Trustee for the benefit of the CertificateholdersSecurityholders. IfThe Collection Account shall be a segregated trust account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating or (ii) the Collection Account is maintained in a segregated trust account in the trust department of the Indenture Trustee; provided, at however, that all amounts held in the Collection Account shall, to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any timefunds on deposit in the Collection Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) if the Notes shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Trust Collection Account ceases to be an Eligible Account or Estate are being applied in accordance with Section 5.05 of the Indenture as if the majority of Certificateholders, in their sole discretion, notify the Owner Trustee in writing that the Trust Collection Account should be movedthere had not been such a declaration, then the Owner Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Collection Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the Administrator on behalf proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Owner TrusteeIndenture Trustee no longer have the Required Deposit Rating then, if unless the Trust Collection Account is not then held by maintained in segregated trust accounts in the Owner Trustee or an Affiliate thereof) shall trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's assistance as necessary and within 10 ten Business Days establish of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a new equivalent Eligible Account at a depository institution bank or trust company selected by a majority company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (ii) to be moved to the trust department of the Certificateholders Indenture Trustee. (Nissan 2003-B Sale and shall transfer any cash and/or any investments to such new account.Servicing Agreement)

Establishment of Accounts. (a) On or prior to the Distribution Date The Servicer, on which any Certificates are then held by anyone other than the Administrator or one behalf of its Affiliates, the Owner Trustee and the Indenture Trustee, for the benefit of the Certificateholders, shall establish and maintain, or shall cause to be established and maintained, the Collection Account 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 Indenture Trustee for the benefit of the CertificateholdersSecurityholders. If, at any time, the Trust The Collection Account ceases to shall be an Eligible Deposit Account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating and the Indenture Trustee satisfies clause (a)(ii) of the definition of Eligible Deposit Account or (ii) the Collection Account is maintained in a segregated trust account in the trust department of the Indenture Trustee; provided, however, that all amounts held in the (Nissan 2008-B Sale and Servicing Agreement) 35 Collection Account shall, to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any funds on deposit in the Collection Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) if the majority Notes shall have been declared due and payable following an Event of CertificateholdersDefault, in their sole discretion, notify the Owner Trustee in writing that amounts collected or receivable from the Trust Collection Account should be movedEstate are being applied in accordance with Section 5.05 of the Indenture as if there had not been such a declaration, then the Owner Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, however, that such investment shall be sold not later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Collection Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the Administrator on behalf proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Owner TrusteeIndenture Trustee no longer have the Required Deposit Rating then, if unless the Trust Collection Account is not then held by maintained in segregated trust accounts in the Owner Trustee or an Affiliate thereof) shall trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary and within 10 ten Business Days establish of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a new equivalent Eligible Account at a depository institution bank or trust company selected by a majority company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (ii) to be moved to the trust department of the Certificateholders and shall transfer any cash and/or any investments to such new accountIndenture Trustee.

Establishment of Accounts. (a) On or prior to the Distribution Date The Servicer, on which any Certificates are then held by anyone other than the Administrator or one behalf of its Affiliates, the Owner Trustee and the Indenture Trustee, for the benefit of the Certificateholders, shall establish and maintain, or shall cause to be established and maintained, the Collection Account 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 Indenture Trustee for the benefit of (Nissan 2008-C Sale and Servicing Agreement) 36 the CertificateholdersSecurityholders and the Swap Counterparty. If, at any time, the Trust The Collection Account ceases to shall be an Eligible Deposit Account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating and the Indenture Trustee satisfies clause (a)(ii) of the definition of Eligible Deposit Account or (ii) the Collection Account is maintained in a segregated trust account in the trust department of the Indenture Trustee; provided, however, that all amounts held in the Collection Account shall, to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any funds on deposit in the Collection Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) if the majority Notes shall have been declared due and payable following an Event of CertificateholdersDefault, in their sole discretion, notify the Owner Trustee in writing that amounts collected or receivable from the Trust Collection Account should be movedEstate are being applied in accordance with Section 5.05 of the Indenture as if there had not been such a declaration, then the Owner Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, however, that such investment shall be sold not later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Collection Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the Administrator on behalf proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Owner TrusteeIndenture Trustee no longer have the Required Deposit Rating then, if unless the Trust Collection Account is not then held by maintained in segregated trust accounts in the Owner Trustee or an Affiliate thereof) shall trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary and within 10 ten Business Days establish of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a new equivalent Eligible Account at a depository institution bank or trust company selected by a majority company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (ii) to be moved to the trust department of the Certificateholders and shall transfer any cash and/or any investments to such new accountIndenture Trustee.

Establishment of Accounts. (a) On or prior to the Distribution Date The Servicer, on which any Certificates are then held by anyone other than the Administrator or one behalf of its Affiliates, the Owner Trustee and the Indenture Trustee, for the benefit of the Certificateholders, shall establish and maintain, or shall cause to be established and maintained, the Collection Account 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 Indenture Trustee for the benefit of the CertificateholdersSecurityholders. IfThe Collection Account shall be a segregated trust account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating or (ii) the Collection Account is maintained in a segregated trust account in the trust department of the Indenture Trustee; provided, at however, that all amounts held in the Collection Account shall, to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any timefunds on deposit in the Collection Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) if the Notes shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Trust Collection Account ceases to be an Eligible Account or Estate are being applied in accordance with Section 5.05 of the Indenture as if the majority of Certificateholders, in their sole discretion, notify the Owner Trustee in writing that the Trust Collection Account should be movedthere had not been such a declaration, then the Owner Indenture (Nissan 2006-B Sale and Servicing Agreement) 34 Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, however, that such investment shall be sold not later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Collection Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the Administrator on behalf proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Owner TrusteeIndenture Trustee no longer have the Required Deposit Rating then, if unless the Trust Collection Account is not then held by maintained in segregated trust accounts in the Owner Trustee or an Affiliate thereof) shall trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary and within 10 ten Business Days establish of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a new equivalent Eligible Account at a depository institution bank or trust company selected by a majority company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (ii) to be moved to the trust department of the Certificateholders and shall transfer any cash and/or any investments to such new accountIndenture Trustee.

Establishment of Accounts. (a) On or prior to the Distribution Date The Servicer, on which any Certificates are then held by anyone other than the Administrator or one behalf of its Affiliates, the Owner Trustee and the Indenture Trustee, for the benefit of the Certificateholders, shall establish and maintain, or shall cause to be established and maintained, the Collection Account 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 Indenture Trustee for the benefit of the CertificateholdersSecurityholders and the Swap Counterparty. IfThe Collection Account shall be a segregated trust account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating or (ii) the Collection Account is maintained in a segregated trust account in the trust department of the Indenture Trustee; provided, at however, that all amounts held in the Collection Account shall, to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any timefunds on deposit in the Collection Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) if the Notes shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Trust Collection Account ceases to be an Eligible Account or Estate are being applied in accordance with Section 5.05 of the Indenture as if the majority of Certificateholders, in their sole discretion, notify the Owner Trustee in writing that the Trust Collection Account should be movedthere had not been such a declaration, then the Owner Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such (Nissan 2007-A Sale and Servicing Agreement) 37 Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, however, that such investment shall be sold not later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Collection Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the Administrator on behalf proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Owner TrusteeIndenture Trustee no longer have the Required Deposit Rating then, if unless the Trust Collection Account is not then held by maintained in segregated trust accounts in the Owner Trustee or an Affiliate thereof) shall trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary and within 10 ten Business Days establish of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a new equivalent Eligible Account at a depository institution bank or trust company selected by a majority company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (ii) to be moved to the trust department of the Certificateholders and shall transfer any cash and/or any investments to such new accountIndenture Trustee.

Establishment of Accounts. (a) On or prior to the Distribution Date on which any Certificates are then held by anyone other than the Administrator Notes of all Classes have been paid in full (or one substantially all of its Affiliatesthe Trust Estate is otherwise released from the lien of the Indenture), the Owner Trustee, for the benefit of the Certificateholders, shall establish and maintain, or shall cause to be established and maintained, in the name of the Trust (or in such other name as shall be specified in the Sale and Servicing Agreement), the trust collection account (the “"Trust Collection Account”"). The Trust Collection Account shall be established and maintained as an Eligible Deposit 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. (Nissan 2003-B Amended & Restated Trust 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 thereofthereof (other than any net investment earnings on Eligible Investments held therein). 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 CertificateholdersDeposit Account, 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 affiliate thereof) shall within 10 Business Days establish a new equivalent Eligible Deposit 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.

Establishment of Accounts. (a) On or prior to the Distribution Date The Servicer, on which any Certificates are then held by anyone other than the Administrator or one behalf of its Affiliates, the Owner Trustee and the Indenture Trustee, for the benefit of the Certificateholders, shall establish and maintain, or shall cause to be established and maintained, the Collection Account 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 Indenture Trustee for the benefit of the CertificateholdersSecurityholders. IfThe Collection Account shall be a segregated trust account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating or (ii) the Collection Account is maintained in a segregated trust account in the trust department of the Indenture Trustee; provided, at however, that all amounts held in the Collection Account shall, to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any timefunds on deposit in the Collection Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) if the Notes shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Trust Collection Account ceases to be an Eligible Account or Estate are being applied in accordance with Section 5.05 of the Indenture as if the majority of Certificateholders, in their sole discretion, notify the Owner Trustee in writing that the Trust Collection Account should be movedthere had not been such a declaration, then the Owner Indenture Trustee (or shall, to the Administrator on behalf of fullest extent practicable, invest and reinvest funds in the Owner Trustee, if the Trust Collection Account is not then held by the Owner Trustee in one 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.more

Establishment of Accounts. (a) On or prior to the Distribution Date The Servicer, on which any Certificates are then held by anyone other than the Administrator or one behalf of its Affiliates, the Owner Trustee and the Indenture Trustee, for the benefit of the Certificateholders, shall establish and maintain, or shall cause to be established and maintained, the Collection Account 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 Indenture Trustee for the benefit of the CertificateholdersSecurityholders. IfThe Collection Account shall be a segregated trust account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating or (ii) the Collection Account is maintained in a segregated trust account in the trust department of the Indenture Trustee; provided, at however, that all amounts held in the Collection Account shall, to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any timefunds on deposit in the Collection Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the 36 (Sale and Servicing Agreement) Indenture, or (z) if the Notes shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Trust Collection Account ceases to be an Eligible Account or Estate are being applied in accordance with Section 5.05 of the Indenture as if the majority of Certificateholders, in their sole discretion, notify the Owner Trustee in writing that the Trust Collection Account should be movedthere had not been such a declaration, then the Owner Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, however, that such investment shall be sold not later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not, to make any investment of any funds or to sell any investment held in the Collection Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the Administrator on behalf proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Owner TrusteeIndenture Trustee no longer have the Required Deposit Rating then, if unless the Trust Collection Account is not then held by maintained in segregated trust accounts in the Owner Trustee or an Affiliate thereof) shall trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's assistance as necessary and within 10 ten Business Days establish of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a new equivalent Eligible Account at a depository institution bank or trust company selected by a majority company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating or (ii) to be moved to the trust department of the Certificateholders and shall transfer any cash and/or any investments to such new accountIndenture Trustee.

Establishment of Accounts. (a) On or prior to the Distribution Date The Servicer, on which any Certificates are then held by anyone other than the Administrator or one behalf of its Affiliates, the Owner Trustee and the Indenture Trustee, for the benefit of the Certificateholders, shall establish and maintain, or shall cause to be established and maintained, the Collection Account 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 Indenture Trustee for the benefit of the CertificateholdersSecurityholders [and the [Swap Counterparty][Cap Provider]]. If, at any time, the Trust The Collection Account ceases to shall be an Eligible Deposit Account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating and the Indenture Trustee satisfies clause (a)(ii) of the definition of Eligible Deposit Account or (ii) the Collection Account is maintained in a segregated trust account in the trust department of the Indenture Trustee; provided, however, that all amounts held in the Collection Account shall, to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any funds on deposit in the Collection Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) if the majority Notes shall have been declared due and payable following an Event of CertificateholdersDefault, in their sole discretion, notify the Owner Trustee in writing that amounts collected or receivable from the Trust Collection Account should be movedEstate are being applied in accordance with Section 5.05 of the Indenture as if there had not been such a declaration, then the Owner Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, however, that such investment shall be sold not later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Collection Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the Administrator on behalf proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Owner TrusteeIndenture Trustee no longer have the Required Deposit Rating then, if unless the Trust Collection Account is not then held by maintained in segregated trust accounts in the Owner Trustee or an Affiliate thereof) shall trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary and within 10 ten Business Days establish of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a new equivalent Eligible Account at a depository institution bank or trust company selected by a majority company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (ii) to be moved to the trust department of the Certificateholders and shall transfer any cash and/or any investments to such new accountIndenture Trustee.

Establishment of Accounts. (a) On or prior to the Distribution Date The Servicer, on which any Certificates are then held by anyone other than the Administrator or one behalf of its Affiliates, the Owner Trustee and the Indenture Trustee, for the benefit of the Certificateholders, shall establish and maintain, or shall cause to be established and maintained, the Collection Account 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 Indenture Trustee for the benefit of the CertificateholdersSecurityholders. IfThe Collection Account shall be a segregated trust account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating or (ii) the Collection Account is maintained in a segregated trust account in the trust department of the Indenture Trustee; provided, at however, that all amounts held in the Collection Account shall, to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any timefunds on deposit in the Collection Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) if the Notes shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Trust Collection Account ceases to be an Eligible Account or Estate are being applied in accordance with Section 5.05 of the Indenture as if the majority of Certificateholders, in their sole discretion, notify the Owner Trustee in writing that the Trust Collection Account should be movedthere had not been such a declaration, then the Owner Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, however, that such investment shall be sold not later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not, to make any investment of any funds or to sell any investment held in the Collection Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the Administrator on behalf proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Owner TrusteeIndenture Trustee no longer have the Required Deposit Rating then, if unless the Trust Collection Account is not then held by maintained in segregated trust accounts in the Owner Trustee or an Affiliate thereof) shall trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's assistance as necessary and within 10 ten Business Days establish of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a new equivalent Eligible Account at a depository institution bank or trust company selected by a majority company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating or (ii) to be moved to the trust department of the Certificateholders and shall transfer any cash and/or any investments to such new accountIndenture Trustee.

Establishment of Accounts. (a) On or prior to the Distribution Date The Servicer, on which any Certificates are then held by anyone other than the Administrator or one behalf of its Affiliates, the Owner Trustee and the Indenture Trustee, for the benefit of the Certificateholders, shall establish and maintain, or shall cause to be established and maintained, the Collection Account 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 Indenture Trustee for the benefit of the CertificateholdersSecurityholders. IfThe Collection Account shall be a segregated trust account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating or (ii) the Collection Account is maintained in a segregated trust account in the trust department of the Indenture Trustee; provided, at however, that all amounts held in the Collection Account shall, to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any timefunds on deposit in the Collection Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) if the Notes shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Trust Collection Account ceases to be an Eligible Account or Estate are being applied in accordance with Section 5.05 of the Indenture as if the majority of Certificateholders, in their sole discretion, notify the Owner Trustee in writing that the Trust Collection Account should be movedthere had not been such a declaration, then the Owner Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, however, that such investment shall be sold not later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Collection Account unless the security (Nissan 2005-A Sale and Servicing Agreement) interest granted and perfected in such account will continue to be perfected in such investment or the Administrator on behalf proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Owner TrusteeIndenture Trustee no longer have the Required Deposit Rating then, if unless the Trust Collection Account is not then held by maintained in segregated trust accounts in the Owner Trustee or an Affiliate thereof) shall trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee's assistance as necessary and within 10 ten Business Days establish of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a new equivalent Eligible Account at a depository institution bank or trust company selected by a majority company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (ii) to be moved to the trust department of the Certificateholders and shall transfer any cash and/or any investments to such new accountIndenture Trustee.

Establishment of Accounts. (a) On or prior to the Distribution Date The Servicer, on which any Certificates are then held by anyone other than the Administrator or one behalf of its Affiliates, the Owner Trustee and the Indenture Trustee, for the benefit of the Certificateholders, shall establish and maintain, or shall cause to be established and maintained, the Collection Account 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 Indenture Trustee for the benefit of the CertificateholdersSecurityholders. IfThe Collection Account shall be a segregated trust account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating or (ii) the Collection Account is maintained in a segregated trust account in the trust department of the Indenture Trustee; provided, at however, that all amounts held in the Collection Account shall, to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any timefunds on deposit in the Collection Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) if the Notes shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Trust Collection Account ceases to be an Eligible Account or Estate are being applied in accordance with Section 5.05 of the Indenture as if the majority of Certificateholders, in their sole discretion, notify the Owner Trustee in writing that the Trust Collection Account should be movedthere had not been such a declaration, then the Owner Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or the Administrator on behalf (vi) of the Owner Trusteedefinition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, if in such manner that such amounts invested shall be available to make the Trust Collection Account is not then held by required distributions on 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.Distribution

Establishment of Accounts. (a) On or prior to the Distribution Date The Servicer, on which any Certificates are then held by anyone other than the Administrator or one behalf of its Affiliates, the Owner Trustee and the Indenture Trustee, for the benefit of the Certificateholders, shall establish and maintain, or shall cause to be established and maintained, the Collection Account 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 Indenture Trustee for the benefit of the CertificateholdersSecurityholders. IfThe Collection Account shall be a segregated trust account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating or (ii) the Collection Account is maintained in a segregated trust account in the trust department of the Indenture Trustee; provided, at however, that all amounts held in the Collection Account shall, to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any timefunds on deposit in the Collection Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) if the Notes shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Trust Collection Account ceases to be an Eligible Account or Estate are being applied in accordance with Section 5.05 of the Indenture as if the majority of Certificateholders, in their sole discretion, notify the Owner Trustee in writing that the Trust Collection Account should be movedthere had not been such a declaration, then the Owner Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or the Administrator on behalf (vi) of the Owner Trusteedefinition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, if in such manner that such amounts invested shall be available to make 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.required

Establishment of Accounts. (a) On or prior to the Distribution Date on which any Certificates are then held by anyone other than the Administrator Notes of all Classes have been paid in full (or one substantially all of its Affiliatesthe Trust Estate is otherwise released from the lien of the Indenture), the Owner Trustee, for the benefit of the Certificateholders, shall establish and maintain, or shall cause to be established and maintained, in the name of the Trust (or in such other name as shall be specified in the Sale and Servicing Agreement), the trust collection account (the “"Trust Collection Account”"). The Trust Collection Account shall be established and maintained as an Eligible Deposit 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. (Nissan 2004-B Amended & Restated Trust 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 thereofthereof (other than any net investment earnings on Eligible Investments held therein). 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 CertificateholdersDeposit Account, 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 affiliate thereof) shall within 10 Business Days establish a new equivalent Eligible Deposit 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.

Establishment of Accounts. (a) On or prior to the Distribution Date The Servicer, on which any Certificates are then held by anyone other than the Administrator or one behalf of its Affiliates, the Owner Trustee and the Indenture Trustee, for the benefit of the Certificateholders, shall establish and maintain, or shall cause to be established and maintained, the Collection Account 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 Indenture Trustee for the benefit of the CertificateholdersSecurityholders. IfThe Collection Account shall be a segregated trust account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating or (ii) the Collection Account is maintained in a segregated trust account in the trust department of the Indenture Trustee; provided, at however, that all amounts held in the Collection Account shall, to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any timefunds on deposit in the Collection Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) if the Notes shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Trust Collection Account ceases to be an Eligible Account or Estate are being applied in accordance with Section 5.05 of the Indenture as if the majority of Certificateholders, in their sole discretion, notify the Owner Trustee in writing that the Trust Collection Account should be movedthere had not been such a declaration, then the Owner Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not, to make any investment of any funds or to sell any investment held in the Collection Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the Administrator on behalf proceeds of the Owner Trusteesuch sale, if the Trust Collection Account is not then held in either case without any further action 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 Person, and, in connection with any investments direction to such new account.the

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 The Owner Trustee, for the benefit of the Certificateholders, shall establish and maintain, or shall cause to be established and maintained, maintain in the name of the Trust Issuer (or in such other name as shall be specified in the Sale and Servicing Agreement), the trust collection account ) an Eligible Account (the “Trust Collection "Certificate Distribution 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), that 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 The Owner Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Trust Collection Certificate Distribution Account and in all the proceeds thereofthereof (other than any net investment earnings on Eligible Investments held therein). Except as otherwise expressly provided herein, the Trust Collection Certificate Distribution 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 Certificate Distribution Account ceases to be an Eligible Account or if the majority of CertificateholdersAccount, 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 Depositor on behalf of the Owner Trustee, if the Trust Collection Certificate Distribution Account is not then held by the Owner Trustee or an Affiliate thereof) shall within 10 ten Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new equivalent Certificate Distribution Account that is also an 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 accountCertificate Distribution Account. Monies on deposit in the Certificate Distribution Account may be invested in Eligible Investments upon the terms set forth in Section 4.01 of the Sale and Servicing Agreement, as if the Certificate Distribution Account were an "Account".

Establishment of Accounts. (a) On or prior to the Distribution Date on which any Certificates are then held by anyone other than the Administrator Notes of all Classes have been paid in full (or one substantially all of its Affiliatesthe Trust Estate is otherwise released from the lien of the Indenture), the Owner Trustee, for the benefit of the Certificateholders, shall establish and maintain, or shall cause to be established and maintained, in the name of the Trust (or in such other name as shall be specified in the Sale and Servicing Agreement), the trust collection account (the “"Trust Collection Account”"). The Trust Collection Account shall be established and maintained as an Eligible Deposit 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. (Nissan 2005-A Amended & Restated Trust 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 thereofthereof (other than any net investment earnings on Eligible Investments held therein). 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 CertificateholdersDeposit Account, 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 affiliate thereof) shall within 10 Business Days establish a new equivalent Eligible Deposit 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.

Establishment of Accounts. (a) On or prior to the Distribution Date The Servicer, on which any Certificates are then held by anyone other than the Administrator or one behalf of its Affiliates, the Owner Trustee and the Indenture Trustee, for the benefit of the Certificateholders, shall establish and maintain, or shall cause to be established and maintained, the Collection Account 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 Indenture Trustee for the benefit of the CertificateholdersSecurityholders. If, at any time, the Trust The Collection Account ceases to shall be an Eligible Deposit Account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating and the Indenture Trustee satisfies clause (a)(ii) of the definition of Eligible Deposit Account or (ii) the Collection Account is maintained in a segregated trust account in the trust department of the Indenture Trustee; provided, however, that all amounts held in the Collection Account shall, to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any funds on deposit in the Collection Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) if the majority Notes shall have been declared due and payable following an Event of CertificateholdersDefault, in their sole discretion, notify the Owner Trustee in writing that amounts collected or receivable from the Trust Collection Account should be movedEstate are being applied in accordance with Section 5.05 of the Indenture as if there had not been such a declaration, then the Owner Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, however, that such investment shall be sold not later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Collection Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the Administrator on behalf proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture (Nissan 2009-1 Sale and Servicing Agreement) 35 Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Owner TrusteeIndenture Trustee no longer have the Required Deposit Rating then, if unless the Trust Collection Account is not then held by maintained in segregated trust accounts in the Owner Trustee or an Affiliate thereof) shall trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary and within 10 ten Business Days establish of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a new equivalent Eligible Account at a depository institution bank or trust company selected by a majority company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (ii) to be moved to the trust department of the Certificateholders and shall transfer any cash and/or any investments to such new accountIndenture Trustee.

Establishment of Accounts. (a) On or prior to the Distribution Date The Servicer, on which any Certificates are then held by anyone other than the Administrator or one behalf of its Affiliates, the Owner Trustee and the Indenture Trustee, for the benefit of the Certificateholders, shall establish and maintain, or shall cause to be established and maintained, the Collection Account 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 Indenture Trustee for the benefit of the CertificateholdersSecurityholders. IfThe Collection Account shall be a segregated trust account initially established with the Indenture Trustee and maintained with the Indenture Trustee as long as (i) the deposits of the Indenture Trustee have the Required Deposit Rating or (ii) the Collection Account is maintained in a segregated trust account in the trust department of the Indenture Trustee; provided, at however, that all amounts held in the Collection Account (Nissan 2005-C Sale and Servicing Agreement) 34 shall, to the extent permitted by applicable laws, rules and regulations and as directed by the Servicer, be invested by the Indenture Trustee in Eligible Investments; otherwise, such amounts shall be maintained in cash; provided that if (x) the Servicer shall have failed to give investment directions for any timefunds on deposit in the Collection Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) if the Notes shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Trust Collection Account ceases to be an Eligible Account or Estate are being applied in accordance with Section 5.05 of the Indenture as if the majority of Certificateholders, in their sole discretion, notify the Owner Trustee in writing that the Trust Collection Account should be movedthere had not been such a declaration, then the Owner Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, however, that such investment shall be sold not later than the Business Day preceding the next Distribution Date. The Servicer will not direct the Indenture Trustee, and the Issuer shall cause the Servicer not to make any investment of any funds or to sell any investment held in the Collection Account unless the security interest granted and perfected in such account will continue to be perfected in such investment or the Administrator on behalf proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. Should the short-term unsecured debt obligations of the Owner TrusteeIndenture Trustee no longer have the Required Deposit Rating then, if unless the Trust Collection Account is not then held by maintained in segregated trust accounts in the Owner Trustee or an Affiliate thereof) shall trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary and within 10 ten Business Days establish of receipt of notice from the Indenture Trustee that the Indenture Trustee no longer has the Required Deposit Rating, cause the Collection Account (i) to be moved to segregated trust accounts in a new equivalent Eligible Account at a depository institution bank or trust company selected by a majority company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (ii) to be moved to the trust department of the Certificateholders and shall transfer any cash and/or any investments to such new accountIndenture Trustee.