Nissan Auto Receivables 2006-a Owner Trust Sample Contracts

SALE AND SERVICING AGREEMENT among NISSAN AUTO RECEIVABLES 2006-A OWNER TRUST, as Issuer, NISSAN AUTO RECEIVABLES CORPORATION II, as Seller, and NISSAN MOTOR ACCEPTANCE CORPORATION, as Servicer Dated as of January 31, 2006
Sale and Servicing Agreement • February 3rd, 2006 • Nissan Auto Receivables 2006-a Owner Trust • Asset-backed securities • New York

SALE AND SERVICING AGREEMENT, dated as of January 31, 2006, among NISSAN AUTO RECEIVABLES 2006-A OWNER TRUST, a Delaware statutory trust (the “Issuer”), NISSAN AUTO RECEIVABLES CORPORATION II, a Delaware corporation (the “Seller”), and NISSAN MOTOR ACCEPTANCE CORPORATION, a California corporation in its individual capacity (in such capacity, “NMAC”) and as Servicer (in such capacity, the “Servicer”). Capitalized terms used herein without definition shall have the respective meanings assigned to such terms in Article I.

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Underwriting Agreement
Underwriting Agreement • January 27th, 2006 • Nissan Auto Receivables 2006-a Owner Trust • Asset-backed securities • New York

Citigroup Global Markets Inc. As Representative of the Several Underwriters (the “Representative”) 390 Greenwich Street New York, New York 10013

YIELD SUPPLEMENT AGREEMENT
Supplement Agreement • February 3rd, 2006 • Nissan Auto Receivables 2006-a Owner Trust • Asset-backed securities • New York

Wells Fargo Bank, National Association Wells Fargo Center Sixth and Marquette Avenue MAC N9311-161 Minneapolis, MN 55479 Attn: Asset Backed Securities Department

PURCHASE AGREEMENT between NISSAN MOTOR ACCEPTANCE CORPORATION as Seller, and NISSAN AUTO RECEIVABLES CORPORATION II, as Purchaser Dated as of January 31, 2006
Purchase Agreement • February 3rd, 2006 • Nissan Auto Receivables 2006-a Owner Trust • Asset-backed securities • New York

This PURCHASE AGREEMENT is made as of this 31st day of January, 2006, by and between NISSAN MOTOR ACCEPTANCE CORPORATION, a California corporation (the “Seller”), having its principal executive office at 990 W. 190th Street, Torrance, California 90502, and NISSAN AUTO RECEIVABLES CORPORATION II, a Delaware corporation (the “Purchaser”), having its principal executive office at 990 W. 190th Street, Torrance, California 90502.

NISSAN AUTO RECEIVABLES 2006-A OWNER TRUST (a Delaware Statutory Trust) AMENDED AND RESTATED TRUST AGREEMENT between NISSAN AUTO RECEIVABLES CORPORATION II, as Depositor, and WILMINGTON TRUST COMPANY, as Owner Trustee Dated as of January 31, 2006
Trust Agreement • February 3rd, 2006 • Nissan Auto Receivables 2006-a Owner Trust • Asset-backed securities • Delaware

AMENDED AND RESTATED TRUST AGREEMENT, dated as of January 31, 2006, between NISSAN AUTO RECEIVABLES CORPORATION II, a Delaware corporation, as depositor, and WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity but solely as Owner Trustee, amending and restating in its entirety the Trust Agreement, dated as of November 22, 2005 (the “Original Trust Agreement”), between the same parties, and herein referred to as the “Trust Agreement” or this “Agreement.”

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