ADMINISTRATION AGREEMENT

Exhibit 4.5

ADMINISTRATION AGREEMENT

among

NISSAN AUTO RECEIVABLES 2008-B OWNER TRUST,
as Issuer

NISSAN MOTOR ACCEPTANCE CORPORATION,
as Administrator

DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Indenture Trustee

and

WILMINGTON TRUST COMPANY,
as Owner Trustee

Dated as of June 19, 2008

(Nissan 2008-B Administration Agreement)

TABLE OF CONTENTS

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

(Nissan 2008-B Administration Agreement)

     This ADMINISTRATION AGREEMENT, dated as of June 19, 2008 (this “Agreement”), among NISSAN AUTO RECEIVABLES 2008-B OWNER TRUST, a Delaware statutory trust (the “Issuer”), NISSAN MOTOR ACCEPTANCE CORPORATION, a California corporation, as administrator (the “Administrator”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, not in its individual capacity but solely as Indenture Trustee (as defined below), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity but solely as Owner Trustee (as defined below).

W I T N E S S E T H:

     WHEREAS, beneficial ownership interests in the Issuer represented by the Nissan Auto Receivables 2008-B Owner Trust Asset Backed Certificates (the “Certificates”) have been issued in connection with the formation of the Issuer pursuant to the Second Amended and Restated Trust Agreement, dated as of June 19, 2008 (the “Trust Agreement”), between Nissan Auto Receivables Corporation II (“NARC II”), a Delaware corporation, as depositor, and Wilmington Trust Company, as owner trustee (the “Owner Trustee”) to the owners thereof (the “Owners”);

     WHEREAS, the Issuer is issuing the Nissan Auto Receivables 2008-B Owner Trust 2.7858% Asset Backed Notes, Class A-1, the Nissan Auto Receivables 2008-B Owner Trust 3.80% Asset Backed Notes, Class A-2, the Nissan Auto Receivables 2008-B Owner Trust 4.46% Asset Backed Notes, Class A-3 and the Nissan Auto Receivables 2008-B Owner Trust 5.05% Asset Backed Notes, Class A-4 (collectively, the “Notes”) pursuant to the Indenture, dated as of June 19, 2008, (as amended and supplemented from time to time, the “Indenture”), between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”); capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Indenture, the Trust Agreement or the Sale and Servicing Agreement, dated as of June 19, 2008, among the Issuer, Nissan Motor Acceptance Corporation (“NMAC”), as servicer, and NARC II, as seller (the “Sale and Servicing Agreement”), as the case may be;

     WHEREAS, the Issuer has entered into certain agreements in connection with the issuance of the Certificates and the Notes, including the Purchase Agreement, dated as of June 19, 2008 (the “Purchase Agreement”), between NMAC, as seller, and NARC II, as purchaser, the Trust Agreement, the Indenture, this Agreement, the Securities Account Control Agreement, the Yield Supplement Agreement, the Note Depository Agreement and the Sale and Servicing Agreement (collectively, the “Basic Documents”);

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

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

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

(Nissan 2008-B Administration Agreement)

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

     1.  DUTIES OF THE ADMINISTRATOR .

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

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

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

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

     (C) preparing the notification to Noteholders of the final principal payment on their Notes (Section 2.07(b));

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

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

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

(Nissan 2008-B Administration Agreement)

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

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

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

     (J) furnishing the required Opinions of Counsel on June 19, 2008 and at such other times, in accordance with Sections 3.06 and 8.06 of the Indenture, and delivering the annual Officer’s Certificates and certain other statements as to compliance with the Indenture, in accordance with Section 3.09 of the Indenture (Sections 3.06, 3.09 and 8.06);

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

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

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

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

     (O) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s Certificate and obtaining the Opinion of Counsel and the Independent Certificate (as defined in the Indenture) related thereto (Section 4.01);

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

(Nissan 2008-B Administration Agreement)

     (Q) Intentionally Blank

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

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

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

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

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

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

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

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

     (ii) The Administrator shall also:

     (A) pay the Indenture Trustee from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee under the Indenture (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

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

(Nissan 2008-B Administration Agreement)

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

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

     (b) Additional Duties .

     (i) In addition to the duties of the Administrator set forth above, the Administrator shall perform such calculations, and shall prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator.

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