SECOND AMENDMENT TO AMENDED AND RESTATED TRUST AGREEMENT
This Second Amendment (this Amendment) to the Amended and Restated Trust Agreement is dated as of March 31, 2021, and is entered into by and between Nissan Motor Acceptance Corporation (NMAC), as Grantor and Beneficiary, and as Administrator, U.S. Bank Trust National Association, as Trustee, and Wilmington Trust Company, as Delaware Trustee. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Amended and Restated Trust Agreement dated as of March 1, 1999 (the Trust Agreement), by and between the parties hereto.
WHEREAS, the parties hereto wish to amend the Trust Agreement pursuant to Section 10.01(b) thereof as of the Effective Date (as defined below) in accordance with the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the amendments, agreements, and other provisions herein contained and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
AMENDMENT OF THE TRUST AGREEMENT
Section 1.01. Amendment of Section 2.07.
(a) Section 2.07 is hereby amended by adding a new paragraph (i) thereto, as follows:
Notwithstanding anything herein to the contrary, the Trust may convert into another Delaware business entity, in accordance with the terms set forth in Section 10.13 hereof.
Section 1.02. Amendment of Article Ten.
(a) Article Ten is hereby amended by adding a new Section 10.13 thereto, as follows:
Section 10.13. Conversion. Upon written authorization of the Beneficiary with the prior written consent of each Holder, the Trust may convert into another Delaware business entity, in accordance with the Relevant Documents, by filing a certificate of conversion with the Secretary of State of the State of Delaware pursuant to Section 3821 of the Delaware Act, and, if any Rated Securities are Outstanding, upon the satisfaction of the Rating Agency Condition. The Beneficiary is hereby authorized and empowered to execute, deliver and file on behalf of the Trust, any and all documents, agreements, and certificates (including