NISSAN AUTO RECEIVABLES 2019-C OWNER TRUST
$275,000,000, 1.95978% ASSET BACKED NOTES, CLASS A-1
$371,250,000, 1.97% ASSET BACKED NOTES, CLASS A-2a
$60,000,000, Benchmark + 0.24% ASSET BACKED NOTES, CLASS A-2b
$431,250,000, 1.93% ASSET BACKED NOTES, CLASS A-3
$112,500,000, 1.95% ASSET BACKED NOTES, CLASS A-4
October 16, 2019
Mizuho Securities USA LLC
320 Park Avenue, 12th Floor
New York, New York 10022
As Representative of the
Several Underwriters (the Representative)
Dear Sirs and Madams:
1. Introductory. Nissan Motor Acceptance Corporation, a California corporation (NMAC or Servicer), and Nissan Auto Receivables Corporation II, a Delaware corporation (the Depositor or Seller), hereby confirm their agreement with Mizuho Securities USA LLC (the Representative) and the several underwriters named in Schedule 1 hereto (together with the Representative, collectively, the Underwriters) with respect to the purchase by the Underwriters of $275,000,000 aggregate principal amount of 1.95978% Asset Backed Notes, Class A-1 (the Class A-1 Notes), $371,250,000 aggregate principal amount of 1.97% Asset Backed Notes, Class A-2a (the Class A-2a Notes), $60,000,000 aggregate principal amount of Benchmark + 0.24% Asset Backed Notes, Class A-2b (the Class A-2b Notes, and together with the Class A-2a Notes, the Class A-2 Notes), $431,250,000 aggregate principal amount of 1.93% Asset Backed Notes, Class A-3 (the Class A-3 Notes) and $112,500,000 aggregate principal amount of 1.95% Asset Backed Notes, Class A-4 (the Class A-4 Notes) (collectively, the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, and the Class A-4 Notes are referred to herein as the Notes), of Nissan Auto Receivables 2019-C Owner Trust, a Delaware statutory trust (the Trust or Issuer), which Notes the Depositor proposes to sell to the Underwriters under the terms and conditions herein.
Simultaneously with the issuance of the Notes, the Depositor will cause the Trust to issue Asset Backed Certificates (the Certificates) with an original certificate balance of $52,083,876.49. The Notes and the Certificates shall collectively be referred to herein as the Securities. The Notes will be issued pursuant to an indenture, dated as of October 23, 2019 (the Indenture), between the Trust and U.S. Bank National Association (U.S. Bank), as indenture trustee (the Indenture Trustee). The Certificates will be issued pursuant to an amended and restated trust agreement, dated as of October 23, 2019 (the Trust Agreement), between the Depositor, Wilmington Trust, National Association (Wilmington Trust), as owner trustee (in such capacity, the Owner Trustee), and U.S. Bank, as certificate registrar and paying agent. Each Note will represent an obligation of, and each Certificate will represent an undivided interest in, the Trust. The Certificates will be subordinated to the Notes to the extent described in the Indenture and the Trust Agreement.
(Nissan 2019-C Underwriting Agreement)