Free Sales Contract

Exhibit 4.1 SALE AND SERVICING AGREEMENT among NISSAN AUTO RECEIVABLES 2008-C OWNER TRUST,
as Issuer, NISSAN AUTO RECEIVABLES CORPORATION II,
as Seller, and NISSAN MOTOR ACCEPTANCE CORPORATION,
as Servicer Dated as of December 11, 2008

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(Nissan 2008-C Sale and Servicing Agreement)

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(Nissan 2008-C Sale and Servicing Agreement)

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     SALE AND SERVICING AGREEMENT, dated as of December 11, 2008, among NISSAN AUTO RECEIVABLES 2008-C 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.      WHEREAS, the Issuer desires to purchase a portfolio of receivables arising in connection with retail installment sales contracts secured by new, near-new or used automobiles and light-duty trucks generated by NMAC in the ordinary course of business and sold to the Seller;      WHEREAS, the Seller is willing to sell such receivables to the Issuer; and      WHEREAS, the Servicer is willing to service such receivables.      NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto hereby agree as follows: ARTICLE I Definitions      SECTION 1.01 Definitions . Except as otherwise provided in this Agreement, whenever used herein, the following words and phrases, unless the context otherwise requires, shall have the following respective meanings:      " Accounts " means the Collection Account, the Yield Supplement Account and the Reserve Account.      " Administration Agreement " means the Administration Agreement, dated as of the Closing Date, among the Administrator, the Issuer, the Indenture Trustee and the Owner Trustee.      " Administrative Purchase Payment " for any Administrative Receivable as of the last day of any Collection Period, means the sum of the Principal Balance thereof as of the beginning of such Collection Period plus interest accrued thereon through the due date for the Obligor’s payment in such Collection Period at the related APR, after giving effect to the receipt of monies collected (from whatever source other than the Advances) on such Administrative Receivable, if any, during such Collection Period.      " Administrative Receivable " means a Receivable purchased as of the close of business on the last day of a Collection Period by the Servicer pursuant to Section 4.06 or Section 9.01.      " Administrator " means NMAC, or any successor Administrator under the Administration Agreement.      " Advance " means the amount, as of the last day of a Collection Period, that the Servicer is required to advance on the respective Receivable pursuant to Section 5.04. (Nissan 2008-C Sale and Servicing Agreement)

     " Affiliate " means, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, "control," when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the term "controlling" and "controlled" have meanings correlative to the foregoing.      " Aggregate Noteholders’ Interest Distributable Amount " means, with respect to any Distribution Date, the sum of the Noteholders’ Interest Distributable Amount for all Classes of Notes with respect to such Distribution Date.      " Agreement " means this Sale and Servicing Agreement among Nissan Auto Receivables 2008-C Owner Trust, as Issuer, NARC II, as Seller, and NMAC, as Servicer.      " AICPA " shall have the meaning assigned to such term in Section 4.10.      " Amount Financed " with respect to any Receivable, means the amount advanced under the Receivable toward the purchase price of the related Financed Vehicle and any related costs, including but not limited to accessories, insurance premiums, service and warranty contracts and other items customarily financed as part of retail automobile and light-duty truck installment sale contracts.      " Annual Percentage Rate " or " APR " of a Receivable means the annual rate of finance charges stated in such Receivable.      " Assignment " shall have the meaning assigned to such term in the Purchase Agreement.      " Available Amounts " means, with respect to any Distribution Date, the sum of (i) Available Interest for such Distribution Date, (ii) Available Principal for such Distribution Date, (iii) the Net Swap Receipts (excluding Swap Termination Payments received from the Swap Counterparty and deposited into the Swap Termination Payment Account, if any), (iv) amounts on deposit in the Swap Termination Payment Account to the extent such amounts are required to be included in Available Amounts pursuant to Section 2.14 of the Indenture, and (v) Swap Replacement Proceeds to the extent such amounts are required to be included in Available Amounts pursuant to Section 2.14 of the Indenture.      " Available Interest " means, for any Distribution Date, the sum of the following amounts received during the related Collection Period: (i) that portion of all collections on Receivables allocable to interest, (ii) without duplication of amounts described in clause (i), Net Liquidation Proceeds to the extent allocable to interest due on a Liquidated Receivable in accordance with the Servicer’s customary servicing procedures, (iii) all Advances made by the Servicer pursuant to Section 5.04, (iv) without duplication of any amounts described above in clauses (i) and (ii), the Administrative Purchase Payment of each Receivable that became an Administrative Receivable during the related Collection Period to the extent attributable to interest thereon, (v) without duplication of any amounts described above in clauses (i) and (ii), the Warranty Purchase Payment of each Receivable that became a Warranty Receivable during the related Collection Period to the extent attributable to interest thereon, (vi) in the case of an Optional Purchase, that portion of the Optional Purchase Price allocable to interest, (vii) the Yield (Nissan 2008-C Sale and Servicing Agreement)

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Supplement Deposit plus the sum of (x) reinvestment income on the Yield Supplement Account and (y) the amount, if any, deposited into the Collection Account pursuant to the second or third sentence of Section 5.08(b), and (viii) the amount, if any, deposited into the Collection Account from the Reserve Account; provided , however , that in calculating Available Interest, amounts to be paid to the Servicer as reimbursement for Advances pursuant to Sections 5.06(c)(i), 5.06(c)(ii), 5.06(d)(i), 5.06(d)(ii), 5.06(e)(i) and 5.06(e)(ii) on such Distribution Date shall be excluded.      " Available Principal " means, for any Distribution Date, the sum of the following amounts received during the related Collection Period: (i) that portion of all collections on Receivables attributable to principal, (ii) without duplication of amounts described in clause (i), Net Liquidation Proceeds attributable to principal due on a Liquidated Receivable in accordance with the Servicer’s customary servicing procedures, (iii) without duplication of any amounts described above in clauses (i) and (ii), the Administrative Purchase Payment of each Receivable that became an Administrative Receivable during the related Collection Period to the extent attributable to principal, and (iv) without duplication of any amounts described above in clauses (i) and (ii), the Warranty Purchase Payment of each Receivable that became a Warranty Receivable during the related Collection Period to the extent attributable to principal; and (v) without duplication of any amounts described in clauses (i) and (ii) that portion of the Optional Purchase Price in the case of an Optional Purchase allocable to Principal.      " Bankruptcy Code " means the United States Bankruptcy Code, 11 U.S.C. § 101 et seq .      " Base Servicing Fee " means the fee payable to the Servicer on each Distribution Date for services rendered during the related Collection Period, which shall be equal to one-twelfth of the Servicing Rate multiplied by the Pool Balance as of the close of business on the last day of the immediately preceding Collection Period or, with respect to the first Distribution Date, the Original Pool Balance.      " Basic Documents " means the Purchase Agreement, the Trust Agreement, the Certificate of Trust, this Agreement, the Indenture, the Administration Agreement, the Securities Account Control Agreement, the Yield Supplement Agreement, the Note Depository Agreement, the Interest Rate Swap Agreement(s), and the other documents and certificates delivered in connection herewith and therewith.      " Business Day " means any day except a Saturday, a Sunday or a day on which banks in the principal place of business of the Swap Counterparty, New York, New York, Nashville, Tennessee, Irving, Texas or Wilmington, Delaware are authorized or obligated by law, regulation, executive order or governmental decree to be closed.      " Certificate Balance " means, as of any Distribution Date, the Original Certificate Balance, reduced by all amounts distributed to the Certificateholders pursuant to Section 5.06(c), (d) and/or (e) hereof (but in no event less than zero). For the purposes of determining whether the vote of the requisite percentage of Certificateholders necessary to effect any consent, waiver, request or demand shall have been obtained, the Certificate Balance shall be deemed to be reduced by the amount equal to the balance (without giving effect to this provision) evidenced by any Certificate registered in the name of the Seller, the Servicer or any Person actually known to (Nissan 2008-C Sale and Servicing Agreement)

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a Trust Officer of the Owner Trustee or the Indenture Trustee, as the case may be, to be the Seller or the Servicer or any of their Affiliates.      " Certificate Factor " means, with respect to any Distribution Date, a seven-digit decimal figure obtained by dividing the Certificate Balance as of the close of business on the last day of the related Collection Period by the Original Certificate Balance.      " Certificate of Trust " shall have the meaning assigned to such term in the Trust Agreement.      " Certificate Pool Factor " means, with respect to any Distribution Date, a seven-digit decimal figure obtained by dividing the Certificate Balance as of the close of business on the last day of the related Collection Period by the Original Pool Balance.      " Certificate Register " means the register maintained by the Certificate Registrar pursuant to the Trust Agreement recording the names of the Certificateholders.      " Certificateholder " shall have the meaning assigned to such term in the Trust Agreement.      " Certificateholders’ Principal Distributable Amount " means, with respect to any Distribution Date, an amount equal to zero until the outstanding principal amount of each Class of Notes has been reduced to zero, and thereafter, an amount equal to the Principal Distribution Amount (as reduced by the Noteholders’ Principal Distributable Amount, if any for such Distribution Date) for such Distribution Date.      " Certificates " shall have the meaning assigned to such term in the Trust Agreement.      " Class " means any one of the classes of the Notes.      " Class A-1 Final Scheduled Distribution Date " means December 15, 2009.      " Class A-1 Interest Rate " means 3.03725% per annum.      " Class A-1 Note " means any of the 3.03725% Asset Backed Notes, Class A-1, issued under the Indenture, substantially in the form of Exhibit A to the Indenture.      " Class A-1 Noteholder " means the Person in whose name a Class A-1 Note is registered in the Note Register.      " Class A-2 Final Scheduled Distribution Date " means May 16, 2011.      " Class A-2 Interest Rate " means LIBOR + 3.50% per annum.      " Class A-2 Note " means any of the LIBOR + 3.50% Asset Backed Notes, Class A-2, substantially in the form of Exhibit A to the Indenture.      " Class A-2 Noteholder " means the Person in whose name a Class A-2 Note is registered in the Note Register. (Nissan 2008-C Sale and Servicing Agreement)

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     " Class A-3 Noteholder " means the Class A-3a Noteholders and the Class A-3b Noteholders.      " Class A-3 Notes " means, collectively, the Class A-3a Notes and the Class A-3b Notes.      " Class A-3a Final Scheduled Distribution Date " means July 16, 2012.      " Class A-3a Interest Rate " means 5.93% per annum.      " Class A-3a Note " means any of the 5.93% Asset Backed Notes, Class A-3a, substantially in the form of Exhibit A to the Indenture.      " Class A-3a Noteholder " means the Person in whose name a Class A-3a Note is registered in the Note Register.      " Class A-3b Final Scheduled Distribution Date " means July 16, 2012.      " Class A-3b Interest Rate " means LIBOR + 4.00% per annum.      " Class A-3b Note " means any of the LIBOR + 4.00% Asset Backed Notes, Class A-3b, substantially in the form of Exhibit A to the Indenture.      " Class A-3b Noteholder " means the Person in whose name a Class A-3b Note is registered in the Note Register.      " Class A-4 Final Scheduled Distribution Date " means October 15, 2014.      " Class A-4 Interest Rate " means 6.65% per annum.      " Class A-4 Note " means any of the 6.65% Asset Backed Notes, Class A-4, substantially in the form of Exhibit A to the Indenture.      " Class A-4 Noteholder " means the Person in whose name a Class A-4 Note is registered in the Note Register.      " Clearing Agency " means an organization registered as a "clearing agency" pursuant to Section 17A of the Exchange Act.      " Closing Date " means December 11, 2008.      " Code " means the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder.      " Collection Account " means the account designated as such, established and maintained pursuant to Section 5.01.      " Collection Period " means, with respect to any Distribution Date, the preceding calendar month. Any amount stated "as of the close of business of the last day of a Collection Period" shall give effect to the following calculations as determined as of the end of the day on such last (Nissan 2008-C Sale and Servicing Agreement)

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day: (i) all applications of collections, (ii) all Advances and reductions of Outstanding Advances and (iii) all distributions.      " Corporate Trust Office " shall have the meaning assigned to such term in the Indenture.      " Currency Swap Agreement " shall mean any currency swap agreement, including all schedules and confirmations thereto, entered into by the Issuer and the Currency Swap Counterparty, as the same may be amended, supplemented, renewed, extended or replaced from time to time.      " Currency Swap Counterparty " shall mean an unaffiliated third party, as currency swap counterparty, under the Currency Swap Agreement, or any successor or replacement Currency Swap Counterparty from time to time.      " Customary Servicing Practices " means the customary servicing practices of the Servicer with respect to all comparable motor vehicle receivables that the Servicer services for itself and others, as such practices may be changed from time to time.      " Cut-off Date " means November 30, 2008.      " Damages " shall have the meaning assigned to such term in Section 7.02.      " Dealer " means the dealer who sold a Financed Vehicle and who originated and assigned the related Receivable to NMAC under an existing agreement between such dealer and NMAC.      " Dealer Recourse " means, with respect to a Receivable, all recourse rights against the Dealer which originated the Receivable, and any successor Dealer.      " Default " shall have the meaning assigned to such term in the Indenture.      " Defaulted Receivable " means (a) a Receivable (other than an Administrative Receivable or a Warranty Receivable), which, by its terms, is delinquent for 120 or more days, (b) with respect to Receivables that are delinquent for less than 120 days, the Servicer has (i) determined, in accordance with its customary servicing procedures, that eventual payment in full is unlikely or (ii) repossessed the Financed Vehicle, or (c) a Receivable with respect to which the Servicer has received notification that the related Obligor is subject to proceedings under Chapter 13 of the Bankruptcy Code.      " Definitive Notes " shall have the meaning ascribed thereto in the Indenture.      " Determination Date " means the tenth calendar day of each calendar month, or if such tenth day is not a Business Day, the next succeeding Business Day.      " Distribution Date " means, for each Collection Period, the 15th calendar day of the following calendar month, or if the 15th day is not a Business Day, the next succeeding Business Day, commencing January 15, 2009.      " DTC " means The Depository Trust Company. (Nissan 2008-C Sale and Servicing Agreement)

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     " Eligible Deposit Account " means (a) an account maintained with a depository institution or trust company (which may be the Owner Trustee, the Indenture Trustee or any of their respective Affiliates) organized under the laws of the United States of America or any one of the states thereof or the District of Columbia (or any domestic branch of a foreign bank) (i) which at all times has either (A) a long-term senior unsecured debt rating of "Aa2" or better by Moody’s, "AA-" or better by Standard & Poor’s and "AA" or better by Fitch or such other rating that is acceptable to each Rating Agency, as evidenced by a letter from such Rating Agency to the Issuer or the Indenture Trustee, (B) a certificate of deposit rating of "P-1" by Moody’s, "A-1+" by Standard & Poor’s and "F1+" by Fitch or (C) such other rating that is acceptable to each Rating Agency, as evidenced by a letter from such Rating Agency to the Issuer or the Indenture Trustee (each of (A), (B) or (C), the " Required Deposit Ratings ") and (ii) whose deposits are insured by the Federal Deposit Insurance Corporation; provided , that a foreign financial institution shall be deemed to satisfy clause (ii) if such foreign financial institution meets the requirements of Rule 13k-1(b)(1) under the Exchange Act (17 CFR §240.13k-1(b)(1)) or (b) a segregated trust account in the trust department of the Indenture Trustee or the Owner Trustee, as the case may be.      " Eligible Investments " means, at any time, any one or more of the following obligations and securities:      (i) direct obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of America;      (ii) demand deposits, time deposits or certificates of deposit of any depository institution or trust company incorporated under the laws of the United States of America or any state thereof (or any domestic branch of a foreign bank) and subject to supervision and examination by Federal or State banking or depository institution authorities; provided , however , that at the time of the investment or contractual commitment to invest therein, the commercial paper or other short-term unsecured debt obligations (other than such obligations the rating of which is based on the credit of a Person other than such depository institution or trust company) thereof shall have a credit rating from each of the Rating Agencies in the highest investment category granted thereby (including applicable plus signs);      (iii) commercial paper having, at the time of the investment or contractual commitment to invest therein, a rating from each of the Rating Agencies in the highest investment category granted thereby;      (iv) investments in money market funds having a rating from each of the Rating Agencies in the highest investment category granted thereby (including funds for which the Owner Trustee, the Indenture Trustee or any of their respective Affiliates is investment manager or advisor);      (v) bankers’ acceptances issued by any depository institution or trust company referred to in clause (ii) above; (Nissan 2008-C Sale and Servicing Agreement)

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     (vi) repurchase obligations with respect to any security that is a direct obligation of, or fully guaranteed by, the United States of America or any agency or instrumentality thereof the obligations of which are backed by the full faith and credit of the United States of America, in either case entered into with a depository institution or trust company (acting as principal) described in clause (ii);      (vii) repurchase obligations with respect to any security or whole loan, entered into with (a) a depository institution or trust company (acting as principal) described in clause (ii) above (except that the rating referred to in the proviso in such clause (ii) shall be "A-1" or higher in the case of Standard & Poor’s) (such depository institution or trust company being referred to in this definition as a "financial institution"), (b) a broker/dealer (acting as principal) registered as a broker or dealer under Section 15 of the Exchange Act (a "broker/dealer"), the unsecured short-term debt obligations of which are rated "Prime-1" by Moody’s, at least "A-1" by Standard & Poor’s and "F1+" by Fitch at the time of entering into such repurchase obligation (a "rated broker/dealer"), (c) an unrated broker/dealer (an "unrated broker/dealer"), acting as principal that is a wholly-owned subsidiary of a non-bank holding company the unsecured short-term debt obligations of which are rated "Prime-1" by Moody’s, at least "A-1" by Standard & Poor’s and "F1+" by Fitch at the time of entering into such repurchase obligation (a "Rated Holding Company"), or (d) an unrated wholly-owned subsidiary of a direct or indirect parent Rated Holding Company, which guarantees such subsidiary’s obligations under such repurchase agreement (a "Guaranteed Counterparty"); provided that the following conditions are satisfied:      (A) the aggregate amount of funds invested in repurchase obligations of a financial institution, a rated broker/dealer, an unrated broker/dealer or a Guaranteed Counterparty in respect of which the unsecured short-term ratings of Standard & Poor’s are "A-1" (in the case of an unrated broker/dealer or Guaranteed Counterparty, such rating being that of the related Rated Holding Company) shall not exceed 20% of the outstanding Pool Balance (there being no limit on the amount of funds that may be invested in repurchase obligations in respect of which such Standard & Poor’s rating is "A-1+" (in the case of an unrated broker/dealer or Guaranteed Counterparty, such rating being that of the related Rated Holding Company));      (B) in the case of the Reserve Account, the Yield Supplement Account and the Swap Termination Payment Account, if any, the rating from Standard & Poor’s in respect of the unsecured short term debt obligations of the financial institution, rated broker/dealer, unrated broker/dealer or Guaranteed Counterparty (in the case of an unrated broker/dealer or Guaranteed Counterparty, such rating being that of the related Rated Holding Company) shall be "A-1+";      (C) the repurchase obligation must mature within 30 days of the date on which the Indenture Trustee or the Owner Trustee, as applicable, enters into such repurchase obligation; (Nissan 2008-C Sale and Servicing Agreement)

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     (D) the repurchase obligation shall not be subordinated to any other obligation of the related financial institution, rated broker/dealer, unrated broker/dealer or Guaranteed Counterparty;      (E) the collateral subject to the repurchase obligation is held, in the appropriate form, by a custodial bank on behalf of the Indenture Trustee or the Owner Trustee, as applicable;      (F) the repurchase obligation shall require that the collateral subject thereto shall be marked to market daily;      (G) in the case of a repurchase obligation of a Guaranteed Counterparty, the following conditions shall also be satisfied:      (1) the Indenture Trustee or the Owner Trustee, as applicable, shall have received an Opinion of Counsel to the effect that the guarantee of the related Rated Holding Company is a legal, valid and binding agreement of the Rated Holding Company, enforceable in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization and moratorium or other similar laws affecting creditors’ rights generally and to general equitable principles;      (2) the Indenture Trustee or the Owner Trustee, as applicable, shall have received (x) an incumbency certificate for the signer of such guarantee, certified by an officer of such Rated Holding Company, and (y) a resolution, certified by an officer of the Rated Holding Company, of the board of directors (or applicable committee thereof) of the Rated Holding Company authorizing the execution, delivery and performance of such guarantee by the Rated Holding Company;      (3) the only conditions to the obligation of such Rated Holding Company to pay on behalf of the Guaranteed Counterparty shall be that the Guaranteed Counterparty shall not have paid under such repurchase obligation when required (it being understood that no notice to, demand on or other action in respect of the Guaranteed Counterparty is necessary) and that the Indenture Trustee or the Owner Trustee, as applicable, shall make a demand on the Rated Holding Company to make the payment due under such guarantee;      (4) the guarantee of the Rated Holding Company shall be irrevocable with respect to such repurchase obligation and shall not be subordinated to any other obligation of the Rated Holding Company; and      (5) each of the Rating Agencies has confirmed in writing to the Indenture Trustee or the Owner Trustee, as applicable, that it has reviewed the form of the guarantee of the Rated Holding Company and has determined that the issuance of such guarantee will not result in the downgrade or withdrawal of the ratings assigned to the Notes; and (Nissan 2008-C Sale and Servicing Agreement)

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     (H) the repurchase obligation shall require that the repurchase obligation be overcollateralized and shall provide that, upon any failure to maintain such overcollateralization, the repurchase obligation shall become due and payable, and unless the repurchase obligation is satisfied immediately, the collateral subject to the repurchase agreement shall be liquidated and the proceeds applied to satisfy the unsatisfied portion of the repurchase obligation; and      (viii) any other investment with respect to which the Servicer has received written notification from the Rating Agencies that the acquisition of such investment as an Eligible Investment will not result in a withdrawal or downgrading of the ratings on the Notes; provided that, unless otherwise expressly stated herein, each of the foregoing investments shall be denominated in U.S. dollars, shall not be purchased at a premium, shall mature no later than the Business Day prior to the Distribution Date immediately following the date of purchase, and shall be required to be held to such maturity; and provided , further , that, notwithstanding clauses (i) through (viii) above, "Eligible Investments" shall not include any security having an "r" subscript attached to its Standard & Poor’s rating.      For purposes of this definition, any reference to the highest available credit rating of an obligation shall mean the highest available credit rating for such obligation (excluding any "+" signs associated with such rating), or such lower credit rating (as approved in writing by each Rating Agency) as will not result in the qualification, downgrading or withdrawal of the rating then assigned by such Rating Agency to any of the Notes.      " Event of Default " shall have the meaning assigned to such term in the Indenture.      " Exchange Act " means the Securities Exchange Act of 1934, as amended.      " Final Scheduled Distribution Date " means, the Class A-1 Final Scheduled Distribution Date, the Class A-2 Final Scheduled Distribution Date, the Class A-3a Final Scheduled Distribution Date, the Class A-3b Final Scheduled Distribution Date, and the Class A-4 Final Scheduled Distribution Date, as applicable.      " Financed Vehicle " means a new, near-new or used automobile or light-duty truck, together with all accessions thereto, securing an Obligor’s indebtedness under the related Receivable.      " Fitch " means Fitch Ratings.      " Floating Rate Notes " means, collectively, the Class A-2 Notes and the Class A-3b Notes.      " HB3 " shall mean House Bill No. 3 (signed by the Governor of the State of Texas on May 19, 2006) and the corresponding sections of Title 2 of the Texas Tax Code implementing House Bill No. 3 and the rules and regulations promulgated thereunder implementing House Bill No. 3. (Nissan 2008-C Sale and Servicing Agreement)

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     " Holder " or " Securityholder " means the registered holder of any Certificate or Note as evidenced by the Certificate Register (as defined in the Trust Agreement) or Note Register (as defined in the Indenture) except that, solely for the purposes of giving certain consents, waivers, requests or demands pursuant to the Trust Agreement or the Indenture, the interest evidenced by any Certificate or Note registered in the name of NARC II or NMAC, or any Person actually known to a Trust Officer to be an Affiliate of NARC II or NMAC, shall not be taken into account in determining whether the requisite percentage necessary to effect any such consent, waiver, request or demand shall have been obtained unless NARC II or NMAC are the only holders.      " Hybrid Chattel Paper " shall have the meaning assigned to such term in the Indenture.      " Indenture " means the Indenture dated as of the Closing Date, between the Issuer and Deutsche Bank Trust Company Americas, as Indenture Trustee.      " Indenture Trustee " means the Person acting as Indenture Trustee under the Indenture, its successors in interest and any successor trustee under the Indenture.      " Initial Yield Supplement Amount " means $42,278,489.29.      " Insolvency Event " means, with respect to a specified Person, (a) the filing of a petition seeking entry of a decree or order for relief by a court having jurisdiction in the premises in respect of such Person or all or substantially all of its property in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for all or substantially all of its property, or ordering the winding-up or liquidation of such Person’s affairs, and such petition shall remain unstayed and in effect for a period of 90 consecutive days; or (b) the commencement by such Person of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by such Person to the entry of an order for relief in an involuntary case under any such law, or the consent by such Person to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for all or substantially all of its property, or the making by such Person of any general assignment for the benefit of creditors.      " Interest Period " means, with respect to any Distribution Date and the Class A-1 Notes, the Class A-2 Notes and the Class A-3b Notes, the period from (and including) the preceding Distribution Date to (but excluding) such Distribution Date, except that the initial Interest Period will be from (and including) the Closing Date to (but excluding) January 15, 2009, and, with respect to any Distribution Date and the Class A-3a Notes and the Class A-4 Notes, the period from (and including) the 15th day of the preceding calendar month to (but excluding) the 15th day of the month in which such Distribution Date occurs, except that the initial Interest Period will be from (and including) the Closing Date to (but excluding) January 15, 2009.      " Interest Rate " means the Class A-1 Interest Rate, the Class A-2 Interest Rate, the Class A-3a Interest Rate, the Class A-3b Interest Rate or the Class A-4 Interest Rate, as the case may be. (Nissan 2008-C Sale and Servicing Agreement)

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     " Interest Rate Swap Agreement(s) " shall have the meaning assigned to such term in the Indenture.      " Issuer " means Nissan Auto Receivables 2008-C Owner Trust unless and until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein and required by the TIA, each other obligor on the Notes.      " Lien " means any security interest, lien, charge, pledge, equity or encumbrance of any kind, other than, in the case of a Financed Vehicle, tax liens, mechanics’ liens and any liens that attach to such Financed Vehicle by operation of law.      " Liquidated Receivable " means a Defaulted Receivable as to which the related Financed Vehicle has been liquidated by the Servicer.      " Monthly Remittance Conditions " shall have the meaning assigned to such term in Section 5.02.      " Moody’s " means Moody’s Investors Service, Inc.      " NARC II " means Nissan Auto Receivables Corporation II, a Delaware corporation.      " Net Liquidation Proceeds " means the monies collected from whatever source on a Liquidated Receivable, net of the sum of any amounts expended by the Servicer for the account of the Obligor, plus any amounts required by law to be remitted to the Obligor.      " Net Swap Payment " means, for each Interest Rate Swap Agreement, the net amounts owed by the Issuer to the Swap Counterparty, if any, on any Distribution Date (including any prior unpaid Net Swap Payments and any accrued interest thereon under the applicable Interest Rate Swap Agreement), excluding Swap Termination Payments.      " Net Swap Receipts " means, for each Interest Rate Swap Agreement, the net amounts owed by the Swap Counterparty to the Issuer, if any, on any Distribution Date under such Interest Rate Swap Agreement, excluding any Swap Termination Payments.      " Nissan " means Nissan Motor Co., Ltd.      " NMAC " means Nissan Motor Acceptance Corporation, a California corporation.      " Nonrecoverable Advance " means any Outstanding Advance with respect to (i) any Defaulted Receivable or (ii) any Receivable as to which the Servicer determines that any recovery from payments made on or with respect to such Receivable is unlikely.      " Note " means any one of the notes issued under the Indenture.      " Note Depository Agreement " shall have the meaning assigned to such term in the Indenture. (Nissan 2008-C Sale and Servicing Agreement)

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     " Note Factor " means, with respect to any Class of Notes and any Distribution Date, a seven-digit decimal figure obtained by dividing the Outstanding Amount of such Class of Notes, as of the close of business on the last day of the related Collection Period, by the initial Outstanding Amount of that Class of Notes.      " Noteholder " shall mean any of the Class A-1 Noteholders, the Class A-2 Noteholders, the Class A-3 Noteholders or the Class A-4 Noteholders.      " Noteholders’ Interest Carryover Shortfall " means, with respect to any Distribution Date and a Class of Notes, the excess, if any, of the sum of the Noteholders’ Monthly Interest Distributable Amount for such Class for the preceding Distribution Date plus any outstanding Noteholders’ Interest Carryover Shortfall for such Class on such preceding Distribution Date, over the amount in respect of interest that is actually paid on the Notes of such Class on such preceding Distribution Date, plus, to the extent permitted by applicable law, interest on the Noteholders’ Interest Carryover Shortfall at the related Interest Rate for the related Interest Period (calculated on the same basis as interest on that Class of Notes for the same period).      " Noteholders’ Interest Distributable Amount " means, with respect to any Distribution Date and a Class of Notes, the sum of the Noteholders’ Monthly Interest Distributable Amount for such Class plus any outstanding Noteholders’ Interest Carryover Shortfall for such Class as of the close of the immediately preceding Distribution Date.      " Noteholders’ Monthly Interest Distributable Amount " means, with respect to any Distribution Date and a Class of Notes, interest accrued for the related Interest Period (calculated on the basis of, in the case of Class A-1 Notes, the Class A-2 Notes and the Class A-3b Notes, the actual number of days in such Interest Period and a year assumed to consist of 360 days, and in the case of the Class A-3a Notes and the Class A-4 Notes, such Interest Period being assumed to consist of 30 days and a year assumed to consist of 360 days) at the related Interest Rate for such Class of Notes on the Outstanding Amount of the Notes of such Class on the immediately preceding Distribution Date, after giving effect to all payments of principal to Noteholders of such Class on or prior to such Distribution Date (or, in the case of the first Distribution Date, on the original principal amount of such Class of Notes).      " Noteholders’ Principal Carryover Shortfall " means, with respect to any Distribution Date, the excess, if any, of the Noteholders’ Principal Distributable Amount for the preceding Distribution Date over the amount in respect of principal that is actually paid as principal on the Notes on such previous Distribution Date. Noteholders’ Principal Carryover Shortfall is not used to determine the amount of principal due on the Notes on any Distribution Date, but is used solely for reporting purposes.      " Noteholders’ Principal Distributable Amount " means, with respect to any Distribution Date, an amount equal to the Principal Distribution Amount for such Distribution Date until the outstanding principal amount of each Class of Notes has been reduced to zero, and for any Distribution Date thereafter, an amount equal to zero.      " Note Owner " shall have the meaning assigned to such term in the Indenture. (Nissan 2008-C Sale and Servicing Agreement)

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     " Note Pool Factor " means, with respect to any Class of Notes and any Distribution Date, a seven-digit decimal figure obtained by dividing the Outstanding Amount of such Class of Notes as of the close of business on the last day of the related Collection Period by the Original Pool Balance.      " Note Register " means the register maintained by the Indenture Trustee pursuant to the Indenture recording the name of each Noteholder.      " Notes " means the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, and the Class A-4 Notes.      " Obligor " on a Receivable means the purchaser or co-purchasers of the Financed Vehicle or any other Person who owes payments under the Receivable (but excluding any Dealer in respect of Dealer Recourse).      " Officer’s Certificate " means a certificate signed by the chairman of the board, the president, any executive vice president, any vice president, the treasurer, any assistant treasurer or the controller of the Seller or the Servicer, as the case may be.      " Opinion of Counsel " means one or more written opinions of counsel who may, except as otherwise provided herein, be an employee of or counsel to the Issuer, the Seller or the Servicer, which counsel shall be reasonably acceptable to the Indenture Trustee, the Owner Trustee or the Rating Agencies, as the case may be.      " Optional Purchase " shall have the meaning assigned to such term in Section 9.01(a).      " Optional Purchase Percentage " means 5.00%.      " Optional Purchase Price " means, an amount equal to the aggregate Administrative Purchase Payments for the Receivables (including Receivables that became Defaulted Receivables in the Collection Period preceding the Distribution Date on which a purchase pursuant to Section 9.01 is effected), plus the appraised value of any other property held by the Trust, such value to be determined by an appraiser mutually agreed upon by the Servicer and the Indenture Trustee (less liquidation expenses); provided , however , that the Optional Purchase Price shall be equal to or greater than the sum of (i) the Outstanding Amount of all Classes of Notes, (ii) the Noteholders’ Interest Distributable Amount for all Classes of Notes for such Distribution Date , (iii) the Certificate Balance, and (iv) all amounts payable to the Swap Counterparty under the Interest Rate Swap Agreement.      " Original Certificate Balance " means $28,278,834.97.      " Original Pool Balance " means the aggregate Principal Balance of the Receivables on the Cut-off Date.      " Original Principal Amount " means $124,000,000 for the Class A-1 Notes, $185,000,000 for the Class A-2 Notes, $77,000,000 for the Class A-3a Notes, $80,000,000 for the Class A-3b Notes, and $134,000,000 for the Class A-4 Notes. (Nissan 2008-C Sale and Servicing Agreement)

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     " Outstanding " shall have the meaning assigned to that term in the Indenture.      " Outstanding Advances " means, with respect to a Receivable and the last day of a Collection Period, the sum of all Advances made as of or prior to such date, minus all payments or collections as of or prior to such date that are specified in Sections 5.04(b) and 5.04(d) as applied to reimburse all unpaid Advances with respect to such Receivable.      " Outstanding Amount " means the aggregate principal amount of all Notes, or, if indicated by the context, all Notes of any Class, Outstanding at the date of determination.      " Owner Trust Estate " means all right, title and interest of the Trust in and to the Receivables (other than the Warranty Receivables for which the Seller has paid the Warranty Purchase Payment in accordance with Section 3.02 and Administrative Receivables for which the Servicer has paid the Administrative Purchase Payment in accordance with Section 4.06), and all monies paid thereon, and all monies accrued thereon, after the Cut-off Date; security interests in the Financed Vehicles and any accessions thereto; the Collection Account and all funds deposited in the Collection Account; the Yield Supplement Account and all funds deposited in the Yield Supplement Account; all property (including the right to receive Net Liquidation Proceeds) that shall have secured a Receivable and that shall have been acquired by or on behalf of the Owner Trustee; proceeds from claims on any physical damage, credit life or disability insurance policies covering the Financed Vehicles or the Obligors; all right to receive payments in respect of any Dealer Recourse with respect to the Receivables; the proceeds of the Interest Rate Swap Agreement; all right, title and interest of the Seller in and to the Purchase Agreement and the Assignment; all right, title and interest of the Owner Trustee and the Trust pursuant to this Agreement, the Yield Supplement Agreement, the Administration Agreement and the Interest Rate Swap Agreement(s); certain rebates of premiums and other amounts relating to certain insurance policies and other items financed under the Receivables in effect as of the Cut-off Date; and the proceeds of any and all of the foregoing.      " Owner Trustee " means the Person acting as Owner Trustee under the Trust Agreement, its successors in interest and any successor owner trustee under the Trust Agreement.      " Paying Agent " shall have the meaning assigned to such term in the Indenture.      " Person " means any individual, corporation, estate, partnership, joint venture, association, joint stock company, limited liability company, trust, unincorporated organization or government or any agency or political subdivision thereof.      " Pool Balance " as of the close of business on the last day of a Collection Period means the aggregate Principal Balance of the Receivables (reduced by the principal balance of any Administrative Receivables, Warranty Receivables and Defaulted Receivables) as of the close of business on such day.      " Pool Factor " for a particular Class of Notes or Certificates on any Distribution Date means a seven-digit decimal figure indicating the principal amount of such Class of Notes or the Certificate Balance, as the case may be, as of the close of business on the last day of the related Collection Period as a fraction of the Original Pool Balance. (Nissan 2008-C Sale and Servicing Agreement)

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     " Prepayment " means, with respect to any Receivable, any prepayment, whether in part or in full, in respect of such Receivable.      " Principal Balance " of a Receivable, as of any date of determination, means the Amount Financed minus the sum of (i) all payments on such Receivable allocable to principal, (ii) any refunded portion of extended warranty protection plan or service contract costs, or of physical damage, credit life or disability insurance premiums included in the Amount Financed, (iii) any payment of the Administrative Purchase Payment or the Warranty Purchase Payment with respect to the Receivable allocable to principal, (iv) any Net Liquidation Proceeds allocable to principal, and (v) any Prepayments or other payments applied to reduce the unpaid principal balance of that Receivable (to the extent not included in clauses (i) or (iii) of this definition).      " Principal Distribution Amount " means, with respect to any Distribution Date, an amount equal to the excess, if any, of (i) the Pool Balance as of the end of the Collection Period preceding the related Collection Period, or as of the Cut-off Date, in the case of the first Collection Period, over (ii) the Pool Balance as of the end of the related Collection Period, together with any portion of the Principal Distribution Amount that was to be distributed as such on any prior Distribution Date but was not because sufficient funds were not available to make such distribution; provided, however, that the Principal Distribution Amount on the Final Scheduled Distribution Date for any Class of Notes shall not be less than the amount necessary to reduce the outstanding principal amount of such class to zero.      " Purchase Agreement " means that certain agreement, dated as of the Closing Date, between NMAC and the Seller, relating to the purchase by the Seller from NMAC of the Receivables.      " Rating Agency " means, as of any date, any of the nationally recognized statistical rating organizations that has been requested by the Seller or one of its Affiliates to rate any Class of Notes and that is rating such Class of Notes on such date.      " Receivable " means any retail installment sale contract that appears on Schedule A to this Agreement (which Schedule A may be in the form of microfiche, CD, data tape or paper) and that has not been released by the Owner Trustee from the Trust.      " Receivable File " means the records (whether tangible or electronic) specified in Section 2.02 pertaining to a particular Receivable.      " Record Date " means, with respect to the Notes of any Class and each Distribution Date, the Business Day immediately preceding such Distribution Date, and, with respect to the Certificates or if Definitive Notes, representing any Class of Notes, have been issued, the last day of the Collection Period preceding the related Distribution Date. Any amount stated "as of a Record Date" or "on a Record Date" shall give effect to (i) all applications of collections, and (ii) all distributions to any party under this Agreement, the Indenture and the Trust Agreement or to the related Obligor, as the case may be, in each case as determined as of the opening of business on the related Record Date.      " Relevant Trustee " means (i) with respect to the control over or appropriate designation denoting ownership or control over any property comprising a portion of the Owner Trust Estate (Nissan 2008-C Sale and Servicing Agreement)

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that either is not conveyed or pledged to the Indenture Trustee for the benefit of the Noteholders pursuant to the Granting Clause of the Indenture or that has been released from the lien of the Indenture, the Owner Trustee, and (ii) with respect to any property comprising a portion of the Trust Estate (as defined in the Indenture) that has not been released from the lien of the Indenture, the Indenture Trustee; provided , however , that with respect to any property that is under the joint or separate control of a co-trustee or separate trustee under the Trust Agreement or the Indenture, respectively, "Relevant Trustee" shall refer to either or both of the Owner Trustee and such co-trustee or separate trustee or to either or both of the Indenture Trustee and such co-trustee or separate trustee, as the case may be.      " Required Deposit Rating " shall have the meaning assigned to such term in the definition of "Eligible Deposit Account."      " Required Rate " means, with respect to each Collection Period, 7.70%.      " Required Yield Supplement Amount " means, with respect to every Distribution Date, an amount equal to the lesser of the net present value of (i) the maximum aggregate Yield Supplement Deposits that would become due for all future Distribution Dates under the Yield Supplement Agreement, assuming (1) that payments on the Receivables are made on their scheduled due dates, based on a year consisting of twelve 30-day months, (2) that no Receivable becomes a prepaid Receivable, and (3) a discount rate of 1.75%, and (ii) the Initial Yield Supplement Amount.      " Reserve Account " means the account designated as such, established and maintained pursuant to Section 5.07.      " Reserve Account Initial Deposit " means $1,570,697.09.      " Retained Notes " shall have the meaning assigned to such term in the Indenture.      " Schedule of Receivables " means the schedule of receivables attached as Schedule A to this Agreement, as it may be amended from time to time.      " Scheduled Payment " on a Receivable means the payment required to be made by the Obligor during each Collection Period that is sufficient to amortize the related Principal Balance under the Simple Interest Method over the term of the Receivable and to provide interest at the related APR.      " Securities Account Control Agreement " means the Securities Account Control Agreement dated as of the Closing Date, among the Seller, the Trust, Deutsche Bank Trust Company Americas, as Securities Intermediary thereunder and Deutsche Bank Trust Company Americas, as Indenture Trustee pursuant to which the Reserve Account and the Yield Supplement Account will be established and maintained.      " Securities Intermediary " shall have the meaning assigned to such term in the Securities Account Control Agreement. (Nissan 2008-C Sale and Servicing Agreement)

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     " Securityholders " has the meaning set forth in this Section 1.01 under the definition of "Holder."      " Seller " means NARC II, as the seller of the Receivables under this Agreement, and each successor to NARC II (in the same capacity) pursuant to Section 6.04.      " Senior Swap Termination Payment " means any Swap Termination Payment owed by the Issuer to the Swap Counterparty under an Interest Rate Swap Agreement that is not a Subordinated Swap Termination Payment.      " Servicer " means NMAC, as the servicer of the Receivables, and each successor to NMAC (in the same capacity) pursuant to Section 7.03 or 8.02.      " Servicer Default " means an event specified in Section 8.01.      " Servicer’s Certificate " means a certificate completed and executed on behalf of the Servicer by the president, any executive vice president, any vice president, the treasurer, any assistant treasurer, the controller or any assistant controller of the Servicer pursuant to Section 4.08.      " Servicing Rate " means 1.00% per annum.      " Simple Interest Method " means the method of allocating a fixed level payment to principal and interest pursuant to which the portion of such payment that is allocated to interest is equal to the product of the fixed rate of interest multiplied by the unpaid principal balance multiplied by the quotient obtained by calculating the period of time elapsed since the preceding payment of interest was made and dividing such period of time by 365 or 366, as appropriate.      " Simple Interest Receivable " means any Receivable under which the portion of a payment allocable to interest and the portion allocable to principal is determined in accordance with the Simple Interest Method.      " Specified Reserve Account Balance " means with respect to any Distribution Date, an amount equal to the Reserve Account Initial Deposit.      " Standard & Poor’s " means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.      " Subordinated Swap Termination Payment " means any Swap Termination Payment owed by the Issuer to the Swap Counterparty under an Interest Rate Swap Agreement following an "event of default" or a "termination event" where the Swap Counterparty is the "defaulting party" or sole "affected party" (other than with respect to "illegality" or a "tax event"), as each such term is defined in such Interest Rate Swap Agreement.      " Successor Servicer " means any entity appointed as a successor to the Servicer pursuant to Section 8.02. (Nissan 2008-C Sale and Servicing Agreement)

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     " Supplemental Servicing Fee " means, with respect to any Distribution Date, all late fees, prepayment charges and other administrative fees and expenses or similar charges allowed by applicable law with respect to the Receivables received by the Servicer during the related Collection Period and any interest earned from the investment of monies in the Accounts (other than the Yield Supplement Account) during the related Collection Period.      " Swap Counterparty " means an unaffiliated third party, as swap counterparty under any Interest Rate Swap Agreement, or any successor or replacement swap counterparty (including any Replacement Swap Counterparty) from time to time.      " Swap Event of Default " means, with respect to any Interest Rate Swap Agreement, any event defined as an "Event of Default" under such Interest Rate Swap Agreement.      " Swap Replacement Proceeds " means any amounts received from a Replacement Swap Counterparty in consideration for entering into a Replacement Interest Rate Swap Agreement for a terminated Interest Rate Swap Agreement.      " Swap Termination Event " means, with respect to any Interest Rate Swap Agreement, any event defined as a "Termination Event" in such Interest Rate Swap Agreement.      " Swap Termination Payments " means payments due to the Swap Counterparty by the Issuer or to the Issuer by the Swap Counterparty under an Interest Rate Swap Agreement, including interest that may accrue thereon, due to a termination of such Interest Rate Swap Agreement due to an "event of default" or "termination event" under such Interest Rate Swap Agreement.      " Total Servicing Fee " means the sum of the Base Servicing Fee and the Supplemental Servicing Fee.      " Trust " means the Issuer.      " Trust Agreement " means the Trust Agreement, dated August 1, 2008, as amended by the Amended and Restated Trust Agreement, dated as of the Closing Date, between the Seller and Wilmington Trust Company, as Owner Trustee.      " Trust Collection Account " shall have the meaning assigned to such term in Section 5.01(c).      " Trust Estate " means all money, instruments, rights and other property that are subject or intended to be subject to the lien and security interest of the Indenture for the benefit of the Noteholders and the Swap Counterparty (including, without limitation, all property and interests granted to the Indenture Trustee pursuant to the Granting Clause of the Indenture), including all proceeds thereof.      " Trust Indenture Act " or " TIA " means the Trust Indenture Act of 1939 as in force on the date hereof, unless otherwise specifically provided. (Nissan 2008-C Sale and Servicing Agreement)

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     " Trust Officer " means, in the case of the Indenture Trustee, any officer within the Corporate Trust Office of the Indenture Trustee, including any Vice President, Assistant Vice President, Secretary, Assistant Secretary or any other officer of the Indenture Trustee customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject and, with respect to the Owner Trustee, any officer in the Corporate Trust Administration Department of the Owner Trustee with direct responsibility for the administration of the Trust Agreement and the Basic Documents on behalf of the Owner Trustee.      " UCC " means the Uniform Commercial Code as in effect in the relevant jurisdiction.      " Warranty Purchase Payment ," for any Warranty Receivable as of the last day of any Collection Period, means the sum of the Principal Balance thereof as of the beginning of such Collection Period plus interest accrued thereon through the due date for the Obligor’s payment in such Collection Period, at the related APR, after giving effect to the receipt of monies collected (from whatever source other than Advances) on such Warranty Receivable, if any, during such Collection Period.      " Warranty Receivable " means a Receivable purchased as of the close of business on the last day of a Collection Period by the Seller pursuant to Section 3.02.      " Yield Supplement Account " means the segregated trust account established and maintained for the benefit of the Noteholders pursuant to Section 5.08(a).      " Yield Supplement Agreement " means the agreement, dated as of the date of this Agreement, among the Seller, NMAC, Deutsche Bank Trust Company Americas, as Indenture Trustee, and the Trust, substantially in the form attached hereto as Exhibit A .      " Yield Supplement Amount " means, with respect to any Distribution Date, the aggregate amount on deposit in the Yield Supplement Account after giving effect to the withdrawal therefrom of the related Yield Supplement Deposit and without regard to any amounts on deposit therein in respect of interest or investment earnings earned on the investment of amounts on deposit therein in Eligible Investments for any period.      " Yield Supplement Deposit " means, with respect to any Distribution Date, the amount by which (a) the aggregate amount of interest that would have been due during the related Collection Period on all Yield Supplemented Receivables if such Yield Supplemented Receivables bore interest at the Required Rate exceeds (b) the amount of interest accrued on such Yield Supplemented Receivables at their respective APRs and due during such Collection Period.      " Yield Supplemented Receivable " means any Receivable that has an APR less than the Required Rate.      SECTION 1.02 Usage of Terms . With respect to all terms in this Agreement, the singular includes the plural and the plural the singular; words importing any gender include the other genders; references to "writing" include printing, typing, lithography and other means of (Nissan 2008-C Sale and Servicing Agreement)

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reproducing words in a visible form; references to agreements and other contractual instruments include all subsequent amendments, amendments and restatements and supplements thereto or changes therein entered into in accordance with their respective terms and not prohibited by this Agreement; references to Persons include their permitted successors and assigns; references to laws include their amendments and supplements, the rules and regulations thereunder and any successors thereto; the term "including" means "including without limitation;" and the term "or" is not exclusive. ARTICLE II Conveyance of Receivables      SECTION 2.01 Conveyance of Receivables .      (a) In consideration of the promises and the agreements, provisions and covenants herein contained and other good and valuable consideration to be delivered to the Seller hereunder, on behalf of the Issuer, the Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, without recourse (but subject to the Seller’s obligations in this Agreement):           (i) all right, title and interest of the Seller in and to the Receivables (including all related Receivable Files) listed in Schedule A hereto and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02 or the purchase of Receivables by the Servicer pursuant to Section 4.06 or 9.01) after the Cut-off Date;           (ii) the right of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any related property;           (iii) the right of the Seller in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering the Financed Vehicles or the Obligors;           (iv) the right of the Seller through NMAC to receive payments in respect of any Dealer Recourse with respect to the Receivables;           (v) the rights of the Seller under the Purchase Agreement and the Assignment;           (vi) the right of the Seller to realize upon any property (including the right to receive future Net Liquidation Proceeds) that shall have secured a Receivable;           (vii) the right of the Seller in rebates of premiums and other amounts relating to insurance policies and other items financed under the Receivables in effect as of the Cut-off Date;           (viii) all other assets comprising the Owner Trust Estate; and (Nissan 2008-C Sale and Servicing Agreement)

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          (ix) all proceeds of the foregoing.      On the Closing Date, the Seller shall deliver to, or to the order of, the Issuer all property conveyed pursuant to this Section 2.01(a), except for monies received in respect of the Receivables after the Cut-off Date and before the Closing Date which shall be deposited by NMAC (in its individual capacity or as the Servicer) into the Collection Account no later than the first Record Date after the Closing Date. Concurrently therewith and in exchange therefor, the Issuer shall deliver to, or to the order of, the Seller the Notes and the Certificates.      (b) It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables from the Seller to the Issuer and the beneficial interest in and title to the Receivables shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Receivables pursuant to this Agreement and to perfect such sale under the UCC.      (c) Although the parties hereto intend that the transfer and assignment contemplated by this Agreement be a sale, if such transfer and assignment is deemed to be other than a sale, the parties intend that all filings described in the foregoing paragraph shall give the Issuer a first priority perfected security interest in, to and under the Receivables, and other property conveyed hereunder and all proceeds of any of the foregoing. This Agreement shall be deemed to be the grant of a security interest from the Seller to the Issuer, and the Issuer shall have all the rights, powers and privileges of a secured party under the UCC.      (d) In connection with the foregoing conveyance, the Servicer shall maintain its computer system so that, from and after the time of sale of the Receivables to the Issuer under this Agreement, the Servicer’s master computer records that refer to any Receivable indicate clearly the interest of the Issuer in such Receivables and that such Receivable is owned by the Issuer and under the control of the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full, repurchased or assigned pursuant to this Agreement.      (e) Ownership and control of the Receivables, as between the Issuer and the Indenture Trustee (on behalf of the Noteholders and the Certificateholders), shall be governed by the Indenture.      SECTION 2.02 Custody of Receivable Files . To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer, upon the execution and delivery of this Agreement, appoints the Servicer, and the Servicer accepts such appointment, to act as the agent of the Issuer as custodian of the following documents or instruments that are hereby constructively delivered to the Issuer with respect to each Receivable: (Nissan 2008-C Sale and Servicing Agreement)

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     (a) the original of each tangible record constituting or forming a part of such Receivable that is tangible chattel paper (as such term is used in Section 9-105 of the UCC) (or a photocopy or other image thereof that the Servicer shall keep on file in accordance with its customary procedures) and a single "authoritative copy" (as such term is used in Section 9-105 of the UCC) of each electronic record constituting or forming a part of each Receivable, fully executed by the Obligor;      (b) the original credit application executed by the related Obligor (or a photocopy or other image thereof that the Servicer shall keep on file in accordance with its customary procedures);      (c) the original certificate of title (or a photocopy or other image thereof or such documents that the Servicer shall keep on file in accordance with its customary procedures), evidencing the security interest of the Servicer in the related Financed Vehicle; and      (d) any and all other records (whether tangible or electronic) that the Servicer shall keep on file, in accordance with its customary procedures, relating to such Receivable, the related Obligor or Financed Vehicle.      SECTION 2.03 Acceptance by Issuer . The Issuer acknowledges its acceptance pursuant to this Agreement, of all right, title and interest in and to the Receivables and other property conveyed by the Seller pursuant to this Agreement and declares and shall declare from and after the date hereof that the Issuer holds and shall hold such right, title and interest, upon the terms and conditions set forth in this Agreement. ARTICLE III The Receivables      SECTION 3.01 Representations and Warranties of the Seller with Respect to the Receivables . The Seller makes the following representations and warranties as to the Receivables on which the Issuer is deemed to have relied in acquiring the Receivables. Such representations and warranties speak as of the execution and delivery of this Agreement and as of the Closing Date, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.      (a) Characteristics of Receivables . Each Receivable (i) has been originated in the United States of America by a Dealer for the retail sale of a Financed Vehicle in the ordinary course of such Dealer’s business, has been fully and properly executed or authenticated by the parties thereto, has been purchased by the Seller from NMAC pursuant to the Purchase Agreement, which in turn has purchased such Receivables from such Dealer under an existing dealer agreement with NMAC, and has been validly assigned by such Dealer to NMAC, which in turn has been validly assigned pursuant to the Purchase Agreement by NMAC to the Seller in accordance with its terms, (ii) created a valid, subsisting and enforceable security interest in favor of NMAC in such Financed Vehicle, which security interest has been validly assigned pursuant to the Purchase (Nissan 2008-C Sale and Servicing Agreement)

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Agreement by NMAC to the Seller, which in turn has been validly assigned by the Seller to the Issuer in accordance with the terms hereof, (iii) contains customary and enforceable provisions such that the rights and remedies of the holder thereof are adequate for realization against the collateral of the benefits of the security, (iv)  provides for level monthly payments (provided that the payment in the first or last month in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over an original term of no greater than 72 payments, and (v) provides for interest at the related APR.      (b) Schedule of Receivables . The information set forth in Schedule A to this Agreement was true and correct in all material respects as of the opening of business on the Cut-off Date; the Receivables were selected from NMAC’s retail installment sale contracts meeting the criteria of the Trust set forth in this Agreement; and no selection procedures believed to be adverse to the Securityholders were utilized in selecting the Receivables.      (c) Compliance with Law . Each Receivable, the origination of such Receivable, and the sale of the Financed Vehicle complied at the time it was originated or made and at the execution of this Agreement complies in all material respects with all requirements of applicable federal, state and local laws, and regulations thereunder, including usury laws, the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, the Servicemembers Civil Relief Act, the Federal Reserve Board’s Regulations B and Z, the Gramm-Leach-Bliley Act and state adaptations of the National Consumer Credit Protection Act and of the Uniform Consumer Credit Code, state "Lemon Laws" designed to prevent fraud in the sale of automobiles and other consumer credit laws and equal credit opportunity and disclosure laws.      (d) Binding Obligation . Each Receivable represents the genuine, legal, valid and binding payment obligation in writing of the Obligor, enforceable by the holder thereof in accordance with its terms subject to (i) the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, (ii) the effect of general equitable principles and (iii) the potential unenforceability of waivers of jury trial provisions in certain states.      (e) Security Interest in Financed Vehicle . (i) Immediately prior to the sale, assignment and transfer thereof to the Issuer, each Receivable was secured by a validly perfected first priority security interest in the Financed Vehicle in favor of NMAC as secured party or all necessary and appropriate actions shall have been commenced that would result in the valid perfection of a first priority security interest in the Financed Vehicle in favor of NMAC as secured party, and (ii) as of the Cut-off Date, according to the records of NMAC, no Financed Vehicle has been repossessed and the possession thereof not reinstated. (Nissan 2008-C Sale and Servicing Agreement)

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     (f) Receivables in Force . No Receivable has been satisfied, subordinated or rescinded, nor has any Financed Vehicle been released from the lien granted by the related Receivable in whole or in part.      (g) No Waiver . No provision of a Receivable has been waived in a manner that is prohibited by the provisions of Section 4.01 or that would cause such Receivable to fail to meet all of the other requirements and warranties made by the Seller herein with respect thereto.      (h) No Defenses . No Receivable is subject to any right of rescission, setoff, counterclaim or defense, including the defense of usury, and the operation of any of the terms of any Receivable, or the exercise of any right thereunder, will not render such Receivable unenforceable in whole or in part or subject such Receivable to any right of rescission, setoff, counterclaim or defense, including the defense of usury, and no such right of rescission, setoff, counterclaim or defense has been asserted with respect thereto.      (i) No Liens . To the Seller’s knowledge, no liens have been filed for work, labor or materials relating to a Financed Vehicle that shall be liens prior to, or equal or coordinate with, the security interest in the Financed Vehicle granted by the Receivable.      (j) No Default . Except for payment defaults continuing for a period of not more than 29 days as of the Cut-off Date, no default, breach, violation or event permitting acceleration under the terms of any Receivable has occurred; and no continuing condition that with notice or the lapse of time would constitute a default, breach, violation or event permitting acceleration under the terms of any Receivable has arisen (other than deferrals and waivers of late payment charges or fees permitted hereunder).      (k) Insurance . NMAC, in accordance with its customary procedures, has determined at the time of origination of each Receivable that the related Obligor has agreed to obtain physical damage insurance covering the Financed Vehicle and the Obligor is required under the terms of the related Receivable to maintain such insurance.      (l) Title . It is the intention of the Seller that the transfer and assignment herein contemplated constitute a sale of the Receivables from the Seller to the Trust and that the beneficial interest in and title to the Receivables not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. Immediately prior to the transfer and assignment herein contemplated, the Seller had good and marketable title to each Receivable free and clear of all Liens, and immediately upon the transfer thereof, the Issuer, for the benefit of the Noteholders and the Certificateholders, shall have good and marketable title to each Receivable, free and clear of all Liens and rights of others. Each Receivable File contains the original certificate of title (or a photocopy or image thereof) or evidence that an application for a certificate of title has been filed. To the extent the transfer and assignment contemplated under this Agreement is deemed to be other than a sale, this Agreement and all filings described under this Agreement create a valid and continuing security interest (as defined in the applicable UCC) in the Receivables in favor of the Issuer, which (Nissan 2008-C Sale and Servicing Agreement)

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security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Seller.      (m) Lawful Assignment . No Receivable has been originated in, or shall be subject to the laws of, any jurisdiction under which the sale, transfer and assignment of such Receivable under this Agreement are unlawful, void or voidable.      (n) All Filings Made . All actions have been taken, and all filings (including, without limitation, UCC filings) in any jurisdiction have been made or have been delivered to the Relevant Trustee in a form suitable for filing to give the Relevant Trustee a first priority perfected ownership interest in the Receivables.      (o) Chattel Paper . Each Receivable constitutes either "tangible chattel paper" or "electronic chattel paper" as such terms are defined in the UCC, or, in the case of Receivables originally originated as "electronic chattel paper" and modified via "tangible records" as such term is used in the UCC, constitutes a combination of "electronic records" and "tangible records," as used in the UCC (such Receivables consisting of a combination of "electronic records" and "tangible records" are herein called "Hybrid Chattel Paper").      (p) Simple Interest Receivables . All of the Receivables are Simple Interest Receivables.      (q) One Original or Authoritative Copy . There is only one original executed copy of each "tangible record" constituting or forming a part of each Receivable that is tangible chattel paper and a single "authoritative copy" (as such terms are used in Section 9-105 of the UCC) of each electronic record constituting or forming a part of each Receivable that is electronic chattel paper. No electronic record constituting or forming a part of a Receivable that is chattel paper was in the form of a tangible record prior to being created as an electronic record.      (r) No Amendments . No Receivable has been amended such that the amount of the Obligor’s Scheduled Payments has been increased.      (s) APR . The APR of each Receivable equals or exceeds 0.00%.      (t) Maturity . As of the Cut-off Date, each Receivable had a remaining term to maturity of not less than 3 payments and not greater than 64 payments.      (u) Balance . Each Receivable had an original Principal Balance of not more than $69,738.55 and, as of the Cut-off Date, had a principal balance of not less than $2,000.92 and not more than $63,818.28.      (v) Delinquency . No Receivable was more than 29 days past due as of the Cut-off Date, and no Receivable has been extended by more than two months.      (w) Bankruptcy . No Obligor was the subject of a bankruptcy proceeding (according to the records of NMAC) as of the Cut-off Date. (Nissan 2008-C Sale and Servicing Agreement)

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     (x) Transfer . Each Receivable prohibits the sale or transfer of the Financed Vehicle without the consent of NMAC.      (y) New, Near-New and Used Vehicles . Each Financed Vehicle was a new, near-new or used automobile or light-duty truck at the time the related Obligor executed or authenticated the retail installment sale contract.      (z) Origination . Each Receivable has an origination date on or after October 29, 2002.      (aa) Receivable Files . The Receivable Files shall be kept at one or more of the locations listed in Schedule B hereto. The Receivable Files that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed by the Seller to any Person other than the Issuer. All financing statements filed or to be filed against the Seller in favor of the Issuer in connection herewith describing the Receivables contain a statement to the following effect: "A purchase of or security interest in any collateral described in this financing statement, except as permitted in the Sale and Servicing Agreement, will violate the rights of the Issuer."      (bb) Forced-Placed Insurance Premiums . No contract relating to any Receivable has had forced-placed insurance premiums added to the amount financed.      (cc) No Fraud or Misrepresentation. To the knowledge of the Seller, no Receivable was originated by a Dealer and sold by such Dealer to the Seller with any conduct constituting fraud or misrepresentation on the part of such Dealer.      (dd) No Further Amounts Owed on the Receivables . No further amounts are owed by the Seller to any Obligor under the Receivables.      (ee) No Pledge or Assignment of Receivables . Other than the security interest granted to the Issuer pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Issuer hereunder or a financing statement as to which the security interest covering the Receivables has been released. The Seller is not aware of any judgment or tax lien filings against the Seller.      (ff) No Government Obligors . None of the Receivables shall be due from the United States or any state, or from any agency, department subdivision or instrumentality thereof.      SECTION 3.02 Repurchase upon Breach . The Seller, the Servicer or the Issuer, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of the Seller’s representations and warranties pursuant to Section 3.01 that materially and adversely affects the interests of the Securityholders (Nissan 2008-C Sale and Servicing Agreement)

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in any Receivable. Unless the breach shall have been cured by the last day of the second Collection Period following such discovery (or, at the Seller’s election, the last day of the first Collection Period following such discovery), the Seller shall be obligated (whether or not such breach was known to the Seller on the Closing Date), and the Issuer shall enforce the obligation of the Seller under this Agreement and, if necessary, the Seller shall enforce the obligation of NMAC under the Purchase Agreement, to repurchase any Receivable the Securityholders’ interest in which was materially and adversely affected by the breach as of such last day. A breach of the representation in Section 3.01(a)(iv), (t) or (u) shall be deemed to affect materially and adversely the related Receivable. In consideration of the purchase of the Receivables, the Seller shall remit the Warranty Purchase Payment in the manner specified in Section 5.05. For purposes of this Section 3.02, the Warranty Purchase Payment of a Receivable that is not consistent with the Seller’s warranty pursuant to Section 3.01(a)(v) shall include such additional amount as shall be necessary to provide the full amount of interest as contemplated therein to the date of repurchase. The sole remedy of the Trust, the Indenture Trustee (by operation of the assignment of the Issuer’s rights hereunder pursuant to the Indenture), any Securityholder, or the Swap Counterparty, with respect to a breach of the Seller’s representations and warranties pursuant to Section 3.01, shall be to require the Seller to repurchase Receivables pursuant to this Section and to enforce the obligation of NMAC to the Seller to repurchase such Receivables pursuant to the Purchase Agreement.      SECTION 3.03 Duties of Servicer as Custodian .      (a) Safekeeping . The Servicer shall hold the Receivable Files as custodian for the benefit of the Issuer and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuer to comply with this Agreement. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable files relating to all comparable automotive receivables that the Servicer services for itself or others. In accordance with its customary practices with respect to its retail installment sale contracts, the Servicer shall conduct, or cause to be conducted, periodic audits of the Receivable Files held by it under this Agreement and of the related accounts, records and computer systems, in such a manner as shall enable the Issuer, the Owner Trustee or the Indenture Trustee to verify the accuracy of the Servicer’s record keeping. The Servicer shall promptly report to the Issuer and the Indenture Trustee any material failure on its part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided in all material respects and shall promptly take appropriate action to remedy any such material failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuer, the Owner Trustee or the Indenture Trustee of the Receivable Files.      (b) Maintenance of and Access to Records . The Servicer shall maintain each Receivable File at one of its offices specified in Schedule B or at such other office as shall be specified to the Owner Trustee and the Indenture Trustee by written notice from the Servicer not later than 90 days after any change in location. The Servicer shall make available to the Owner Trustee and the Indenture Trustee or their respective duly authorized representatives, attorneys or auditors the Receivable Files and the related accounts, records and computer systems maintained by the Servicer at such times during (Nissan 2008-C Sale and Servicing Agreement)

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normal business hours as the Owner Trustee or the Indenture Trustee shall instruct. The Servicer shall permit the Owner Trustee, the Indenture Trustee and their respective agents at any time during normal business hours upon reasonable prior notice to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable.      (c) Release of Receivable Files . Upon the occurrence and during the continuation of a Servicer Default or to the extent necessary for the Indenture Trustee to comply with its obligations under this Agreement, the Servicer shall, upon instruction from the Indenture Trustee, release any Receivable File to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, at such place or places as the Indenture Trustee may designate, as soon as practicable.      SECTION 3.04 Instructions; Authority To Act . The Servicer shall be deemed to have received proper instructions with respect to the Receivable Files upon its receipt of written instructions signed by a Trust Officer of the Owner Trustee or the Indenture Trustee.      SECTION 3.05 Custodian’s Indemnification . The Servicer, as custodian, shall indemnify the Issuer, the Owner Trustee and the Indenture Trustee for any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against any of them as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files; provided , however , that the Servicer shall not be liable to the Owner Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Owner Trustee, and the Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Indenture Trustee.      SECTION 3.06 Effective Period and Termination . The Servicer’s appointment as custodian shall become effective as of the Cut-off Date, and shall continue in full force and effect until terminated pursuant to this Section. If NMAC shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.01, the appointment of NMAC as custodian may be terminated by the Indenture Trustee or by the Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes (but excluding for purposes of such calculation and action all Notes held or beneficially owned by NMAC, NARC II or any of their Affiliates unless all of the Notes are held or beneficially owned by NMAC, NARC II or any of their Affiliates) or, with the consent of Holders of the Notes evidencing not less than 25% of the Outstanding Amount of the Notes, by the Owner Trustee or by the Certificateholders evidencing not less than 25% of the Certificate Balance (but excluding for purposes of such calculation and action all Certificates held or beneficially owned by NMAC, NARC II or any of their Affiliates unless all of the Certificates are held or beneficially owned by NMAC, NARC II or any of their Affiliates), in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. The Indenture Trustee or, with the consent of the Indenture Trustee, the Issuer may terminate the Servicer’s appointment as custodian, with cause, at any time upon written notification to the Servicer, and without cause upon 30 days’ prior written notification to the Servicer. As soon as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files and the related accounts and records maintained by the Servicer (Nissan 2008-C Sale and Servicing Agreement)

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to the Relevant Trustee or the agent thereof at such place or places as the Relevant Trustee may reasonably designate. ARTICLE IV Administration and Servicing of Receivables      SECTION 4.01 Duties of Servicer .      (a) The Servicer shall manage, service, administer and make collections on the Receivables with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to all comparable receivables that it services for itself or others. There are no requirements under the Basic Documents to maintain a back-up servicer. Except with respect to Defaulted Receivables, Administrative Receivables or Warranty Receivables or to the extent required by state or federal law, the Servicer shall not change the amount of or reschedule the due date of any Scheduled Payment, change the APR of, or extend any Receivable except as provided herein or change any material term of a Receivable; provided , however , that:           (1) if a default, breach, violation, delinquency or event permitting acceleration under the terms of any Receivable shall have occurred or, in the judgment of the Servicer, is imminent, the Servicer may (A) extend such Receivable for credit related reasons that would be acceptable to the Servicer with respect to comparable new, near-new or used automobile or light-duty truck receivables that it services for itself, but only if (i) the final scheduled payment date of such Receivable as extended would not be later than the last day of the Collection Period preceding the Final Scheduled Distribution Date for the Class A-4 Notes, and (ii) the rescheduling or extension would not modify the terms of such Receivable in a manner that would constitute a cancellation of such Receivable and the creation of a new receivable for federal income tax purposes; or (B) reduce an Obligor’s monthly payment amount in the event of a prepayment resulting from refunds of credit life and disability insurance premiums and service contracts and make similar adjustments in an Obligor’s payment terms to the extent required by law;           (2) if at the end of the scheduled term of any Receivable, the outstanding principal amount thereof is such that the final payment to be made by the related Obligor is larger than the regularly scheduled payment of principal and interest made by such Obligor, the Servicer may permit such Obligor to pay such remaining principal amount in more than one payment of principal and interest, provided that the last such payment shall be due on or prior to the last day of the Collection Period preceding the Final Scheduled Distribution Date for the Class A-4 Notes; and (Nissan 2008-C Sale and Servicing Agreement)

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          (3) the Servicer may in its discretion waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable.      (b) The Servicer’s duties shall include collection and posting of all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, sending remittance advises to Obligors, reporting tax information to Obligors, accounting for collections, furnishing monthly and annual statements to the Owner Trustee and the Indenture Trustee with respect to distributions and making Advances pursuant to Section 5.04. The Servicer is not required under the Basic Documents to make any disbursements via wire transfer or otherwise on behalf of an Obligor. There are no requirements under the Receivables or the Basic Documents for funds to be, and funds shall not be, held in trust for an Obligor. The Servicer is not required to make any payments or disbursements on behalf of an Obligor. In addition, if and to the extent applicable, the Servicer’s duties shall include the execution and delivery of any filings, certificates, affidavits or other instruments required under the Sarbanes-Oxley Act of 2002.      (c) Without limiting the generality of the foregoing, the Servicer is authorized and empowered to execute and deliver, on behalf of itself, the Trust, the Owner Trustee, the Indenture Trustee and the Securityholders or any of them, any and all instruments of satisfaction or cancellation, or partial or full release or discharge, and all other comparable instruments, with respect to the Receivables or to the Financed Vehicles securing the Receivables. If the Servicer shall commence a legal proceeding to enforce a Receivable, the Issuer (in the case of a Receivable other than an Administrative Receivable or a Warranty Receivable) shall thereupon be deemed to have automatically assigned, solely for the purpose of collection, such Receivable to the Servicer. If in any enforcement suit or legal proceeding it shall be held that the Servicer may not enforce a Receivable on the ground that it shall not be a real party in interest or a holder entitled to enforce such Receivable, the Issuer shall, at the Servicer’s expense and direction, take steps to enforce the Receivable, including bringing suit in its name or the name of the Indenture Trustee or the Securityholders. The Issuer shall furnish the Servicer with any powers of attorney and other documents reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder.      (d) The Servicer, at its expense, shall obtain on behalf of the Trust all licenses required to be held by the Trust under the laws of any jurisdiction in connection with ownership of the Receivables, and shall make all filings and pay all fees as may be required in connection therewith during the term hereof. Nothing in the foregoing or in any other section of this Agreement shall be construed to prevent the Servicer from implementing new programs, whether on an intermediate, pilot or permanent basis, or on a regional or nationwide basis, or from modifying its standards, policies and procedures as long as, in each case, the Servicer does or would implement such programs or modify its standards, policies and procedures in respect of comparable assets serviced for itself in the ordinary course of business. (Nissan 2008-C Sale and Servicing Agreement)

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     SECTION 4.02 Collection of Receivable Payments . The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable receivables that it services for itself or others. Except for Advances made pursuant to Section 5.04, there are no requirements under the Basic Documents for advances of funds or guarantees regarding collections, cash flows or distributions. Except for the requirements set forth in Section 5.04 relating to Advances, there are no requirements under the Basic Documents for the making, review or approval of Advances.      SECTION 4.03 Realization upon Receivables . On behalf of the Trust, the Servicer shall use commercially reasonable efforts, consistent with its customary servicing procedures, to repossess or otherwise convert the ownership of the Financed Vehicle securing any Receivable as to which the Servicer shall have determined eventual payment in full is unlikely. The Servicer shall follow such customary and usual practices and procedures as it shall deem necessary or advisable in its servicing of comparable receivables, which may include reasonable efforts to realize upon any Dealer Recourse and selling the related Financed Vehicle at public or private sale. The foregoing shall be subject to the provision that, in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with the repair or the repossession of such Financed Vehicle unless it shall determine in its discretion that such repair and/or repossession will increase the Net Liquidation Proceeds.      SECTION 4.04 Maintenance of Security Interests in Financed Vehicles . The Servicer shall, in accordance with its customary servicing procedures, take such steps as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle. The Servicer is hereby authorized to take such steps as are necessary to re-perfect such security interest on behalf of the Issuer and the Indenture Trustee in the event of the relocation of a Financed Vehicle or for any other reason. If the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s certificate of title, to grant to the Trust a first priority perfected security interest in the related Financed Vehicle, the Servicer hereby agrees to serve as the agent of the Trust for the purpose of perfecting the security interest of the Trust in such Financed Vehicle and agrees that the Servicer’s listing as the secured party on the certificate of title is in this capacity as agent of the Trust. The provisions set forth in this Section are the sole requirements under the Basic Documents with respect to the maintenance of collateral or security on the Receivables. It is understood that the Financed Vehicles are the collateral and security for the Receivables, but that the certificate of title with respect to a Financed Vehicle does not constitute collateral and merely evidences such security interest.      SECTION 4.05 Covenants of Servicer .      (a) The Servicer shall not release the Financed Vehicle securing any Receivable from the security interest granted by such Receivable in whole or in part except in the event of payment in full by or on behalf of the Obligor thereunder or repossession.      (b) The Servicer shall not do anything to impair the rights of the Securityholders in the Receivables. (Nissan 2008-C Sale and Servicing Agreement)

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     (c) Except with respect to Defaulted Receivables, Administrative Receivables or Warranty Receivables or to the extent required by law, the Servicer shall not alter the APR of any Receivable or forgive payments on a Receivable. Except as provided in Section 4.01, the Servicer shall not modify the number of payments under a Receivable, increase the amount financed under a Receivable, or extend the due date for any payment on a Receivable.      (d) If the Servicer shall determine not to make an Advance related to delinquency or non-payment of any Receivable pursuant to Section 5.04 because it determines that such Advance would not be recoverable from subsequent collections on such Receivable, such Receivable shall be designated by the Servicer to be a Defaulted Receivable, provided that such Receivable otherwise meets the definition of a Defaulted Receivable.      (e) If the Seller is required to pay tax under the second sentence of Section 6.03(a) and if such tax is not paid by the Seller, then the Servicer shall pay such tax (or cause such tax to be paid) to the applicable taxing authority on behalf of the Issuer.      (f) As of any date of determination, if the aggregate principal amount of Receivables that have been extended and that also constitute Hybrid Chattel Paper exceeds 9.0% of the outstanding aggregate principal amount of the Receivables, and if such excess amount is not otherwise reduced prior to the end of the second Collection Period following such discovery (or, if the Servicer elects, an earlier date), the Servicer will purchase a sufficient aggregate principal amount of Receivables to reduce the aggregate principal amount of Receivables that are Hybrid Chattel Paper to less than 9.0% of the then outstanding principal balance of the Receivables.      SECTION 4.06 Purchase of Receivables upon Breach . The Servicer or the Issuer shall inform the other party and the Indenture Trustee promptly, in writing, upon the discovery of any breach by the Servicer of its obligations under the second sentence of Section 4.01 or under Section 4.02, 4.04 or 4.05 that would materially and adversely affect any Receivable. Unless the breach shall have been cured by the last day of the second Collection Period following such discovery (or, at the Servicer’s election, the last day of the first Collection Period following discovery), the Servicer shall (whether or not such breach was known to the Servicer on the Closing Date) purchase any Receivable materially and adversely affected by such breach as of such last day. In consideration of such Receivable, the Servicer shall remit the Administrative Purchase Payment (as reduced by any Outstanding Advances with respect to such Receivable) in the manner specified in Section 5.05. For the purposes of this Section 4.06, the Administrative Purchase Payment shall consist in part of a release by the Servicer of all rights of reimbursement with respect to Outstanding Advances with respect to the purchased Receivable. The sole remedy of the Indenture Trustee, the Owner Trustee, the Trust, the Securityholders, or the Swap Counterparty against the Servicer with respect to a breach by the Servicer of its obligations under the second sentence of Section 4.01 or under Section 4.02, 4.04 or 4.05 shall be to require the Servicer to purchase Receivables pursuant to this Section 4.06.      SECTION 4.07 Servicing Fee and Expenses . As compensation for the performance of its obligations hereunder, the Servicer shall be entitled to receive on each Distribution Date the Total Servicing Fee. Except to the extent otherwise provided herein, the Servicer shall be (Nissan 2008-C Sale and Servicing Agreement)

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required to pay all expenses incurred by it in connection with its activities under this Agreement (including fees and disbursements of the Indenture Trustee and independent accountants, taxes imposed on the Servicer, expenses incurred in connection with distributions and reports to Securityholders and all other fees and expenses not expressly stated under this Agreement to be for the account of the Securityholders). If each Rating Agency for a series of Notes or Certificates confirms that it will not reduce the rating of any Class of Notes or Certificates in that series, as the case may be, the Base Servicing Fee in respect of a Collection Period (together with any portion of the Base Servicing Fee that remains unpaid from the prior Distribution Dates) will be paid at the beginning of that Collection Period out of collections of interest on the related Receivables.      SECTION 4.08 Servicer’s Certificate .      (a) On or before each Determination Date, the Servicer shall deliver to the Owner Trustee, each Paying Agent, the Indenture Trustee and the Swap Counterparty with a copy to each Rating Agency, a Servicer’s Certificate containing all information necessary to make the distributions pursuant to Sections 5.06, 5.07 and 5.0