10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 10-K

(Mark One)

xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2013

or

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to _________________________

333-183569-01

(Commission file number of Issuing Entity)

NISSAN AUTO RECEIVABLES 2013-A OWNER TRUST

(Exact name of issuing entity specified in its charter)

333-183569

(Commission file number of Depositor)

NISSAN AUTO RECEIVABLES CORPORATION II

(Exact name of depositor as specified in its charter)

NISSAN MOTOR ACCEPTANCE CORPORATION

(Exact name of sponsor as specified in its charter)

DELAWARE	38-7073620
(State or other jurisdiction of incorporation or organization of the Issuing Entity)	(I.R.S. Employer Identification No.)

One Nissan Way, Franklin, Tennessee                                                                                                                              37067

(Address of principal executive offices)                                                                                                                         (Zip Code)

Registrant’s telephone number, including area code                                                                                                           (615) 725-1121

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  o  No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o  No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x  No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  x  No  o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large Accelerated Filer:             o                                                                      Accelerated Filer:  o

Non-Accelerated Filer:   x                                                                                Smaller reporting company:  o

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No  x

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.  Not applicable.

DOCUMENTS INCORPORATED BY REFERENCE

None

PART I

The following items have been omitted in accordance with General Instructions J(1) to Form 10-K:

(A)   Item 1.                      Business.

(B)   Item 1A.                    Risk Factors.

(C)   Item 2.                      Properties.

(D)   Item 3.                      Legal Proceedings.

(E)   Item 4.                      Mine Safety Disclosures.

Item 1B.                             Unresolved Staff Comments.

Not applicable

PART II

The following items have been omitted in accordance with General Instructions J(1) to Form 10-K:

(A)   Item 5.                      Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

(B)   Item 6.                      Selected Financial Data.

(C)   Item 7.                      Management’s Discussion and Analysis of Financial Condition and Results of Operations.

(D)   Item 7A.                    Quantitative and Qualitative Disclosures About Market Risk.

(E)   Item 8.                      Financial Statements and Supplementary Data.

(F)   Item 9.                      Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

(G)   Item 9A.                   Controls and Procedures.

Item 9B. Other Information.

No other information.

PART III

The following items have been omitted in accordance with General Instructions J(1) to Form 10-K:

(A)   Item 10.                      Directors, Executive Officers and Corporate Governance.

(B)   Item 11.                      Executive Compensation.

(C)   Item 12.                      Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

(D)   Item 13.                      Certain Relationships and Related Transactions, and Director Independence.

(E)   Item 14.                      Principal Accountant Fees and Services.

SUBSTITUTE INFORMATION PROVIDED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K:

Item 1119 of Regulation AB, Affiliations and Certain Relationships and Related Transactions

The Sponsor originates all of the pool assets owned by the Issuing Entity (in such capacity, the “Originator”) and services the pool assets.  The Depositor is a wholly-owned subsidiary of NMAC (including in its role as originator, servicer and sponsor).  Through its purchase of the Certificates, the Depositor has acquired a 100% ownership interest in the Issuing Entity; therefore, the Issuing Entity is an affiliated party of the Depositor and, indirectly, of the Sponsor (including in its role as originator and servicer).

The Indenture Trustee is not affiliated with the Sponsor (including in its role as originator and servicer), the Depositor or the Issuing Entity.

There are no significant obligors, external enhancement or support providers, or other material parties related to the Notes or Certificates.

In addition, there are no business relationships, agreements, arrangements, transactions or understandings outside the ordinary course of business or on terms other than would be obtained in an arm’s length transaction with an unrelated party, apart from this asset-backed securities transaction involving the issuance of the Notes and Certificates by the Issuing Entity, between the Sponsor, the Depositor or the Issuing Entity and any of the parties, or affiliates of such parties, mentioned in this Item.

Item 1122 of Regulation AB, Compliance with applicable Servicing Criteria

The Servicer and the Indenture Trustee (collectively, the “Servicing Parties”) have each been identified by the Depositor as parties participating in the servicing function with respect to the asset pool held by the Issuing Entity.  Each of the Servicing Parties has completed a report on an assessment of compliance with the servicing criteria set forth in paragraph (d) of Item 1122 of Regulation AB applicable to it (each, a “Servicing Assessment Report”), which Servicing Assessment Reports are attached as exhibits to this Form 10-K.  In addition, each of the Servicer and the Indenture Trustee has provided an attestation report (each, an “Attestation Report”) by a registered public accounting firm, which reports are also attached as exhibits to this Form 10-K.  Neither the Indenture Trustee’s Servicing Assessment Report nor the Indenture Trustee’s Attestation Report has identified any material instance of noncompliance with the servicing criteria applicable to the Indenture Trustee.

The Servicer has complied, in all material respects, with the Applicable Servicing Criteria, except as described below:

The accounts for two of the lease asset-backed securities transaction included in the Platform were not included on the list of reconciliations to be reviewed and approved by a manager in the related department.  The Servicer has since confirmed that the reconciliations were correct and that the securityholders were not impacted.  The Servicer has implemented process changes to ensure that the lapse does not reoccur going forward.

Item 1123 of Regulation AB, Servicer Compliance Statement

The Servicer has completed a statement of compliance with its activities during the reporting period and of its performance under the applicable servicing agreement (a “Compliance Statement”), signed by an authorized officer of the Servicer.  The Compliance Statement is attached as Exhibit 35.1 to this Form 10-K.

PART IV

Item 15. Exhibits and Financial Statement Schedules.

(a)(1) Not applicable.

(a)(2) Not applicable.

(a)(3) The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.

(b) The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.

(c) Not applicable.

Supplemental information to be furnished with Reports Filed Pursuant to Section 15(d) of the Act by Registrants which have not Registered Securities Pursuant to Section 12 of the Act.

No annual report, proxy statement, form of proxy or other proxy soliciting material has been sent to securityholders, and the registrant does not presently contemplate sending any such materials subsequent to the filing of this report.

SUBSTITUTE INFORMATION PROVIDED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K:

Item 1112(b) of Regulation AB, Significant Obligors of Pool Assets (Financial Information).

Not applicable.

Items 1114(b)(2) of Regulation AB, Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Information Regarding Significant Enhancement Providers – Financial Information).

Not applicable.

Items 1115(b) of Regulation AB, Certain Derivatives Instruments (Financial Information).

Not applicable.

Item 1117 of Regulation AB, Legal Proceedings.

There are no legal proceedings pending, or any proceedings known to be contemplated by governmental authorities, against Nissan Motor Acceptance Corporation (“NMAC” or the “Servicer” and “Sponsor”), Nissan Auto Receivables Corporation II (the “Depositor”), Citibank, N.A. (the “Indenture Trustee”), Wilmington Trust, National Association (the “Owner Trustee”), Nissan Auto Receivables 2013-A Owner Trust (the “Issuing Entity”), or any property thereof, that are or would be material to holders of the asset-backed notes (the “Notes”) or the asset-backed certificates (the “Certificates”).

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 NISSAN AUTO RECEIVABLES 2013-A OWNER TRUST

 By:       Nissan Motor Acceptance Corporation, Servicer

By: /s/ Mark Kaczynski_________________

 Mark Kaczynski

 President and Chief Executive Officer

(senior officer in charge of servicing

function)

Date:                      June 28, 2013

EXHIBIT INDEX

The following exhibits are filed as part of this annual report or, where indicated, were heretofore filed and are hereby incorporated by reference.

Exhibit No.
3.1	Amended and Restated Certificate of Incorporation of NARC II
3.2	Bylaws of NARC II
4.1	Indenture, dated as of January 16, 2013, by and between the Issuing Entity, and the Indenture Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K, dated January 22, 2013, File No. 333-183569-01)
4.2	Amended and Restated Trust Agreement, dated as of January 16, 2013, by and between NARC II, as depositor, and Wilmington Trust, National Association, as Owner Trustee (incorporated by reference to Exhibit 4.2 of Form 8-K, dated January 22, 2013, File No. 333-183569-01)
10.1	Purchase Agreement, dated as of January 16, 2013, by and between NARC II, as purchaser, and NMAC, as seller (incorporated by reference to Exhibit 10.1 of Form 8-K, dated January 22, 2013, File No. 333-183569-01)
10.2	Sale and Servicing Agreement, dated as of January 16, 2013, by and among the Issuing Entity, NARC II, as seller, and NMAC, as servicer (incorporated by reference to Exhibit 10.2 of Form 8-K, dated January 22, 2013, File No. 333-183569-01)
10.3	Administration Agreement, dated as of January 16, 2013, by and among the Issuing Entity, NMAC, as administrator, the Indenture Trustee and the Owner Trustee (incorporated by reference to Exhibit 10.3 of Form 8-K, dated January 22, 2013, File No. 333-183569-01)
31.1	Certification of Senior Officer in Charge of the Servicing Function of the Servicer Pursuant to Rule 15d-14(d)
33.1	Report on Assessment of Compliance With Applicable Servicing Criteria for Asset-Backed Securities of Nissan Motor Acceptance Corporation
33.2	Management’s Assertion on Compliance With Regulation AB (Citibank, N.A.)
34.1	Report of Independent Registered Public Accounting Firm (Ernst & Young  LLP)
34.2	Report of Independent Registered Public Accounting Firm (KPMG LLP)
35.1	Servicer Compliance Statement of Nissan Motor Acceptance Corporation
99.1	Annual Servicer’s Certificate Provided by Nissan Motor Acceptance Corporation to Holders of Notes and Certificates

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

NISSAN AUTO RECEIVABLES CORPORATION II

(Pursuant to Section 245 of the General Corporation Laws of Delaware)

Katsumi Ishii and Susan M. Derian certify that:

1.           They are the President and Secretary, respectively, of Nissan Auto Receivables Corporation II, a Delaware corporation (the “Corporation”), incorporated on November 9, 2000.

2.           The Certificate of Incorporation, as amended by the Corporation, is amended and restated to read in full as set forth in Exhibit A to this certificate.

3.           The Amended and Restated Certificate of Incorporation attached as Exhibit A has been duly approved by the Board of Directors of the Corporation.

4.           The Amended and Restated Certificate of Incorporation attached as Exhibit A has been duly approved by the required vote of shareholders in accordance with Section 242 of the General Corporation Laws of Delaware.  The total number of outstanding shares of the Corporation at the time of such approval was 1,000 shares of Common Stock.  The number of shares of Common Stock voting in favor of the Amended and Restated Certificate of Incorporation equaled or exceeded the vote required.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate are true and correct of our own knowledge.

Dated:           January 10, 2001

  /s/ Katsumi Ishii

Katsumi Ishii, President

  /s/ Susan M. Derian      

Susan M. Derian, Secretary

EXHIBIT A

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

NISSAN AUTO RECEIVABLES CORPORATION II

ARTICLE ONE

NAME; REGISTERED AGENT; INCORPORATOR

Section 1.01.                      The name of the corporation (the “Corporation”) is Nissan Auto Receivables Corporation II.

Section 1.02.                      The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware  19808.  The name of its registered agent at such address is Corporation Service Company in the county of New Castle.

Section 1.03.                      The incorporator of the Corporation is Ann M. Nishimura, whose mailing address is 990 West 190th Street, Torrance, California  90502.

ARTICLE TWO

PURPOSE OF CORPORATION

Section 2.01.                      The nature of the business or purposes to be conducted or promoted by the Corporation consist solely of the following activities:

(i)           acquire from time to time all right, title and interest in and to (or beneficial interests in and to) receivables or leases arising out of or relating to the sale or lease of new or used motor vehicles, including automobiles and light and heavy duty trucks, monies due thereunder, security interests in the motor vehicles financed thereby, proceeds from claims on insurance policies related thereto, and related rights (collectively, “Receivables”);

(ii)           acquire, own, hold, service, sell, assign, pledge and otherwise deal with the Receivables, collateral securing the Receivables, related insurance policies, agreements with motor vehicle dealers or lessors or other originators or servicers of Receivables or other similar or related assets and any proceeds or further rights associated with any of the foregoing;

(iii)           transfer Receivables to trusts or other entities (the “Trusts”) pursuant to one or more pooling and servicing agreements, sale and servicing agreements or other agreements (the “Agreements”) to be entered into by and among, among others, the corporation, the trustee or other representative named therein (the “Trustee”) and any entity acting as servicer of the Receivables;

(iv)           authorize, sell and deliver any class of certificates or other securities (collectively, the “Certificates”) issued by the Trusts under the related Agreements;

(v)           acquire from Nissan Motor Acceptance Corporation, a California corporation (“NMAC”), certificates issued by one or more trusts or other entities to which NMAC or one of its subsidiaries transferred Receivables;

(vi)           issue, sell, authorize and deliver one or more series and classes of bonds, notes or other evidences of indebtedness secured or collateralized by one or more pools of Receivables or by certificates of any class issued by one or more Trusts or by certificates of any class issued by a trust or other entity established by NMAC (collectively, the “Notes”);

(vii)           hold and enjoy all of the rights and privileges of any Certificates issued by the Trusts to the corporation under the related Agreements and to hold and enjoy all of the rights and privileges of any class of any series of Notes, including any class of Notes or certificates which may be subordinate to any other class of Notes or certificates, respectively;

(viii)           to loan to affiliates or others or otherwise invest or apply funds received as a result of the Corporation’s interest in any Trusts or Certificates and any other income, as determined by the Board of Directors from time to time;

(ix)           perform its obligations under the Agreements and any indenture or other agreement (each, an “Indenture”) pursuant to which any Certificates or Notes are issued; and

(x)           engage in any activity and to exercise any powers permitted to corporations under the laws of the State of Delaware that are related or incidental to the foregoing and necessary, convenient or advisable to accomplish the foregoing.

ARTICLE THREE

CAPITAL STOCK

Section 3.01.                      The Corporation shall have one class of stock designated as Common Stock, and the total number of shares of stock of that class that the Corporation shall have authority to issue is 1,000 shares, with a par value of $1.00 per share.  No stockholder shall have any preemptive right to acquire additional shares of the Corporation.

ARTICLE FOUR

INDEPENDENT DIRECTORS

Section 4.01.                      The Corporation shall at all times, except as noted hereafter, have at least one director (an “Independent Director”) who was not, at the time of such appointment or at any other time in the preceding five years (i) a director, officer or employee of any affiliate of the Corporation (other than any limited purpose or special purpose corporation or limited liability company similar to the Corporation); (ii) a person related to any officer or director of any affiliate of the Corporation (other than any limited purpose or special purpose corporation or limited liability company similar to the Corporation); (iii) a direct or indirect holder of more than 10% of any voting securities of any affiliate of the Corporation; (iv) a person related to a direct or indirect holder of more than 10% of any voting securities of any affiliate of the Corporation; (v) a material creditor, material supplier, employee, officer, director, family member, manager, or contractor of the Corporation or its affiliates; or (vi) a person who controls (whether directly, indirectly, or otherwise) the Corporation or its affiliates or any material creditor, material supplier, employee, officer, director, manager or material contractor of the Corporation or its affiliates.  The requisite number of Independent Directors shall increase and decrease proportionally depending on the total authorized number of directors, such that, if the authorized number of directors is set at three or four directors, there shall be one Independent Director and if the authorized number of directors is set at five directors, there shall be two Independent Directors.  In the event of the death, incapacity, resignation or removal of one or more Independent Directors, such that the number of Independent Directors is reduced below the then required number of Independent Directors, the board of directors of the Corporation (the “Board of Directors”) shall promptly appoint one or more new Independent Directors such that the Corporation has the requisite number of Independent Directors.  The Board of Directors shall not vote on any matter unless and until at least one Independent Director has been duly appointed to serve on the Board of Directors.

Section 4.02.                      In voting on bankruptcy matters, an independent director must take into account the interests of the holders of rated securities.  When making decisions, an independent director must also consider the interests of the Corporation’s creditors.

ARTICLE FIVE

LIMITATIONS ON ACTIONS BY THE CORPORATION

Section 5.01.                      Notwithstanding any other provision of this certificate of incorporation (this “Certificate”) or any provision of law, the Corporation shall not do any of the following;

(a)           without the unanimous affirmative vote of the entire Board of Directors (without any vacancies or unfilled newly created directorships and including the independent director(s)), engage in any business or activity other than as set forth in Article Two;

(b)           without the unanimous affirmative vote of the entire Board of Directors (without any vacancies or unfilled newly created directorships and including the independent director(s)), (i) dissolve or liquidate, in whole or in part, or institute proceedings to be adjudicated bankrupt or insolvent; (ii) file, consent to the filing of or join in the filing of, a bankruptcy or insolvency petition or otherwise institute bankruptcy or insolvency proceedings; (iii) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy; (iv) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official as to the Corporation or a substantial part of its property; (v) make any assignment for the benefit of creditors; (vi) admit in writing its inability to pay its debts generally as they become due; (vii) institute, or join in the institution of, any bankruptcy, insolvency, liquidation, reorganization or arrangement proceedings or other proceedings under any federal or state bankruptcy or similar law, against any entity in which the Corporation holds an ownership interest; or (viii) take any corporate action in furtherance of the actions set forth in clauses (i) through (vii) of this paragraph; provided, however, that no director may be required by any stockholder of the Corporation to consent to the institution of bankruptcy or insolvency proceedings against the Corporation so long as it is solvent;

(c)           without the unanimous affirmative vote of the entire Board of Directors (without any vacancies or unfilled newly created directorships and including the independent director(s)), merge or consolidate with any other corporation, company or entity, sell all or substantially all of its assets or acquire all or substantially all of the assets, capital stock or other ownership interest of any other corporation, company or entity, except for the acquisition of (i) Receivables from NMAC or any of its subsidiaries or (ii) trust interests or securities or other assets from NMAC or an affiliate thereof;

(d)           without the unanimous affirmative vote of the entire Board of Directors (without any vacancies or unfilled newly created directorships and including the independent director(s)), amend the Certificate of the Corporation;

(e)           if the Corporation has outstanding any securities rated by a nationally recognized statistical rating organization (an “NRSRO”), without prior written notice to such NRSRO, engage in any dissolution, liquidation, consolidation, merger or asset sale, out of the ordinary course of business; or

(f)           if the Corporation has outstanding any securities rated by an NRSRO, incur any debt (other than indebtedness that secures securities rated by an NRSRO) unless (i) the Additional Debt is rated by the NRSRO the same as the issue credit rating requested for the rated securities in a given transaction (at the time of issuance and at all times thereafter) or (ii) the Additional Debt is fully subordinated to the rated securities and, in either case, (x) is nonrecourse to the Corporation or any of its assets other than cash flow in excess of amounts necessary to pay the holders of the rated securities, and (y) does not constitute a claim against the Corporation to the extent that funds are insufficient to pay such Additional Debt.  “Additional Debt” includes any monetary obligation or other obligation which may involve the payment of money.

ARTICLE SIX

INTERNAL AFFAIRS

Section 6.01.                      The Corporation shall insure at all times that (i) it maintains separate corporate records and books of account from those of NMAC; (ii) none of the Corporation’s assets will be commingled with those of NMAC or any of its affiliates; (iii) it conducts its own business in its own name; (iv) it maintains separate financial statements; (v) it pays its own liabilities out of its own funds; (vi) it observes all corporate and other formalities required by the charter documents; (vii) it maintains an arm’s-length relationship with its affiliates; (viii) it pays the salaries of its own employees and maintains a sufficient number of employees in light of its contemplated business operations; (ix) it does not guarantee or become obligated for the debts of any other entity or hold out its credit as being available to satisfy the obligations of others; (x) it does not acquire obligations or securities of its shareholders; (xi) it allocates fairly and reasonably any overhead for shared office space; (xii) it uses separate stationery, invoices and checks; (xiii) it does not pledge its assets for the benefit of any other entity or make any loans or advances to any entity; (xiv) it holds itself out as a separate entity; (xv) it corrects any known misunderstanding regarding its separate identity; and (xvi) it maintains adequate capital in light of its contemplated business operations.

ARTICLE SEVEN

AMENDMENTS

Section 7.01.                      The Corporation reserves the right at any time, and from time to time, to amend or repeal any provision contained in this Certificate of Incorporation.  Additional provisions authorized by the laws of the State of Delaware may be added in the manner now or hereafter prescribed by law.  All rights, preferences and privileges of whatsoever nature conferred on any person by this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this Article.  The Corporation shall not amend or repeal (i) Article Two or Articles Four through Seven (the “Restricted Articles”), or (ii) any other Article so as to be inconsistent with the Restricted Articles, except in each case by unanimous vote of the Board of Directors (before receipt of payment for stock) or the stockholders (subsequent to receipt of payment for stock).

Section 7.02.                      The stockholders entitled to vote shall have the power to adopt new bylaws or amend or repeal existing bylaws.  The Board of Directors shall also have the power to adopt new bylaws, or amend or repeal existing bylaws, but such power shall not divest or otherwise limit the power of the stockholders entitled to vote to adopt, amend or repeal bylaws.

ARTICLE EIGHT

LIABILITY OF DIRECTORS FOR MONETARY DAMAGES

Section 8.01.                      (a) A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability:

(i)           for any breach of the director’s duty of loyalty to the Corporation or its stockholders;

(ii)           for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

(iii)           under Section 174 of the Delaware General Corporation Law; or

(iv)           for any transaction from which the director derived an improper personal benefit.

(b)           If the Delaware General Corporation Law is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.

(c)           Any repeal or modification of this Article shall not adversely affect any right or protection of a director of the Corporation with respect to any act or omission occurring prior to such repeal or modification.

(d)           If the Corporation has outstanding any securities rated by any NRSRO, the Corporation’s obligation to pay any amount as indemnification or as an advancement of expenses (other than amounts received from insurance policies) shall be fully subordinated to payment of amounts then due on the rated securities and, in any case, (x) nonrecourse to any of the Corporation’s assets pledged to secure the rated securities, and (y) shall not constitute a claim against the Corporation to the extent funds are insufficient to pay such amounts.

ARTICLE NINE

Section 9.01.                      The Corporation elects not to be governed by Section 203 of the Delaware General Corporation Law.

ARTICLE TEN

MISCELLANEOUS

Section 10.01                                 Unless and except to the extent otherwise provided in the bylaws of the Corporation, the election of directors of the Corporation need not be by written ballot.

EX-3.2

Exhibit 3.2

BYLAWS

OF

NISSAN AUTO RECEIVABLES CORPORATION II

ARTICLE ONE

MEETINGS OF STOCKHOLDERS

Section 1.01                      Time and Place.  All meetings of stockholders shall be held at such time and place, whether within or without the State of Delaware, as shall be determined by the President or the Board of Directors.

Section 1.02                      Annual Meeting.  An annual meeting of stockholders shall be held each year, commencing in July 2001, at which the stockholders shall elect a Board of Directors and transact such other business as may properly be brought before the meeting.

Section 1.03                      Special Meetings.  Special meetings of stockholders, for any purpose, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the President or the Board of Directors.  Any such request shall state the purpose or purposes of the proposed meeting.

Section 1.04                      Notice of Meetings.  Written notice of each meeting of stockholders stating the place, date and hour thereof, and, in the case of a special meeting, specifying the purpose or purposes thereof and the person or persons by whom or at whose direction such meeting has been called, shall be given, in the manner prescribed by Section 4.01 of these Bylaws, to each stockholder entitled to vote at such meeting, not less than 10 nor more than 60 days prior to the meeting.

Section 1.05                      Quorum.  Except as otherwise provided by statute or the Certificate of Incorporation, the holders of a majority of the shares of the Corporation issued and outstanding and entitled to vote, present in person or by proxy, shall be necessary to and shall constitute a quorum for the transaction of business at each meeting of stockholders.

Section 1.06                      Voting.  Unless otherwise required by law, the Certificate of Incorporation or these Bylaws, any question brought before any meeting of stockholders shall be decided by the vote of the holders of a majority of the stock represented and entitled to vote at such meeting.  Each stockholder represented at a meeting of stockholders shall be entitled to cast one vote for each share of the capital stock held by such stockholder and entitled to vote at such meeting.  Such votes may be cast in person or by proxy but no proxy shall be voted on or after three years from its date, unless such proxy provides for a longer period.  The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in his discretion, may require that any votes cast at such meeting shall be cast by written ballot.

Section 1.07                      Stockholder Consent in Lieu of Meetings.  Whenever the vote of stockholders at a meeting thereof is required or permitted by the laws of the State of Delaware, the Certificate of Incorporation or these Bylaws to be taken in connection with any corporate action, the meeting and vote of stockholders may be dispensed with if the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, consent in writing to such corporate action being taken.  Any such written consent shall be filed with the Secretary of the Corporation.

ARTICLE TWO

DIRECTORS

Section 2.01                      Board of Directors.  The property and business of the Corporation shall be managed by its Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things on its behalf as are not, by statute, the Certificate of Incorporation or these Bylaws, directed or required to be exercised or done by the stockholders.

Section 2.02                      Number of Directors.  The Board of Directors shall consist of five (5) directors until changed pursuant to this Section or the Certificate of Incorporation.  The authorized number of directors on the Board shall not be less than three nor more than five unless changed by a duly adopted Bylaw or an amendment to the Certificate of Incorporation.  The exact number of directors may be changed from time to time within the limits specified either by resolution duly adopted by the Board of Directors or by approval of the stockholders, except that no decrease in the size of the Board of Directors shall eliminate the seat or shorten the term of any director who is required to be an “Independent Director” pursuant to the Certificate of Incorporation.  The term of any incumbent director that is not required to be an Independent Director shall not be shortened unless such director is specifically removed pursuant to Section 2.03 of these Bylaws at the time of such decrease.

Section 2.03                      Resignation and Removal.  Any director may resign at any time by written notice to the Corporation.  Any director may be removed, for cause or without cause, by the stockholders, provided, however, that no Independent Director shall be removed by the stockholders, for cause or without cause, unless a new Independent Director shall be elected in his place.

Section 2.04                      Vacancies.  Any vacancy in the Board of Directors occurring by reason of death, resignation or disqualification of any director, the removal of any director from office for cause or without cause, an increase in the number of directors, or otherwise, may be filled by the remaining directors or by the stockholders, provided, however, that the filling of such seat be in accordance with the provisions of the Certificate of Incorporation.  Each director elected to fill a vacancy shall hold office for a term expiring at the next succeeding annual meeting of stockholders and until his successor is elected and has qualified or until his earlier displacement from office by resignation, removal or otherwise.

Section 2.05                      Committees.  The Board of Directors may designate from among its members committees which may exercise any of the powers of the Board of Directors to the extent the Board of Directors so provides.

Section 2.06                      Election and Term of Directors.  Directors shall be elected annually or at such time as is required by the Certificate of Incorporation, by election at the annual meeting of stockholders or by written consent of the holders of stock entitled to vote thereon in lieu of such meeting.  If the annual election of directors is not held on the date designated therefor, the directors shall cause such election to be held as soon thereafter as convenient.  Each director shall hold office from the time of his election and qualification until his successor is elected and qualified or until his earlier resignation or removal.

ARTICLE THREE

MEETING OF THE BOARD

Section 3.01                      Time and Place; Telephonic Meetings.  Meetings of the Board of Directors may be held at such time and place, within or without the State of Delaware, as shall be determined by the President or the Board of Directors. Members of the Board of Directors may participate in a meeting of the Board by means of conference telephone or similar communications equipment permitting all persons participating in the meeting to hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

Section 3.02                      First Meeting.  The directors elected at each annual meeting of stockholders may hold their first meeting within 10 days following the annual meeting, at such time and place as shall be fixed by resolution of the Board of Directors prior to the annual meeting or by the consent in writing of all of the newly-elected directors, and no notice of such meeting to the newly-elected directors shall be necessary in order legally to constitute the meeting, provided a quorum shall be present.

Section 3.03                      Regular Meetings.  Regular meetings of the Board of Directors may be held, without notice, at such time and place as shall from time to time be fixed in advance by resolution of the Board.

Section 3.04                      Special Meetings.  Special meetings of the Board of Directors may be called by the President, and at the written request of any director shall be called by the President or the Secretary.  Written notice of each special meeting of directors stating the time and place, and, if deemed appropriate by the person or persons by whom or at whose request the meeting is being called, the purpose or purposes thereof, shall be personally received by each director at least three days before such meeting.  The time and place of any special meeting of directors may also be fixed by a duly executed waiver of notice thereof.

Section 3.05                      Quorum and Voting.  At all meetings of the Board of Directors a majority of the entire Board of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the vote of a majority of the directors present at any meetings at which a quorum is present shall be the act of the Board of Directors, except as may otherwise specifically be provided by statute, the Certificate of Incorporation or these Bylaws.  If a quorum shall not be present at any meeting of the Board of Directors, the members of the Board present may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum shall be present.

Section 3.06                      Director Consent in Lieu of Meetings.  Any action of the Board of Directors or any committee thereof required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all of the members of the Board or committee, as the case may be, consent thereto in writing and such writing or writings are filed with the minutes of the proceedings of the Board or committee.

ARTICLE FOUR

NOTICE

Section 4.01                      Delivery of Notices.  Notices to directors and stockholders shall be in writing and may be delivered personally or by mail.  Notice by mail shall be deemed to be given at the time when deposited in the post office or a letter box, enclosed in a post-paid sealed wrapper, and addressed to directors or stockholders at their respective addresses appearing on the books of the Corporation, unless any such director or stockholder shall have filed with the Secretary of the Corporation a written request that notices intended for him be mailed or delivered at the address designated in such request.  Notice to directors may also be given by telegram or by leaving the notice at the residence or usual place of business or a director.

Section 4.02                      Waivers of Notice.  Whenever any notice is required by law, the Certificate of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed, by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. No such waiver need specify the business to be transacted at nor the purpose of such meeting.

ARTICLE FIVE

OFFICERS

Section 5.01                      Executive Officers.  The executive officers of the Corporation shall be a Chairman of the Board, a President, a Treasurer and a Secretary.  Any number of offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these Bylaws.  The executive officers of the Corporation shall exercise such powers and perform such duties as are set forth herein and such additional powers and duties as the Board of Directors may at any time or from time to time determine to be advisable, and shall be chosen annually by the Board of Directors at its first meeting following the meeting of stockholders at which the Board was elected.

Section 5.02                      Chairman of the Board.  The Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which he is present, and shall exercise general supervision of the other officers and employees of the Corporation on behalf of the Board of Directors.

Section 5.03                      Vice Chairman of the Board.  The Vice Chairman of the Board of Directors, if elected, shall perform the duties of the Chairman of the Board of Directors at the Chairman’s request, or in the case of his absence or inability to act, and when so acting shall have all the powers of the Chairman.

Section 5.04                      President.  The President of the Corporation, subject to the direction of the Board of Directors and its Chairman, shall be the chief executive officer of the Corporation, shall have general charge of the business and affairs of the Corporation, shall have the direction of all other officers, agents and employees and may assign such duties to such other officers of the Corporation as he deems appropriate.

Section 5.05                      Treasurer.  The Treasurer of the Corporation shall have charge and custody of and be responsible for all funds and securities of the Corporation and its books of account.

Section 5.06                      Secretary.  The Secretary shall have the duty to record the proceedings of the meetings of the stockholders and directors in a book to be kept for that purpose and shall be the custodian of the Corporation’s other corporate records.

Section 5.07                      Other Officers and Agents.  The Board of Directors may also appoint a Vice Chairman of the Board, one or more Assistant Treasurers or Secretaries and such other officers and agents as it shall deem necessary who shall exercise such powers and perform such duties as set forth herein or as the Board of Directors may at any time or from time to time determine to be advisable.

Section 5.08                      Tenure; Resignation; Removal; Vacancies.  Each officer of the Corporation shall hold office until his successor is elected or appointed or until his earlier displacement from office by resignation, removal or otherwise; provided, that if the term of office of any officer elected or appointed pursuant to these Bylaws shall have been fixed by the Board of Directors, he shall cease to hold such office no later than the date of expiration of such term, regardless of whether any other person shall have been elected or appointed to succeed him.  Any officer may resign by written notice to the Corporation and may be removed for cause or without cause by the Board of Directors, provided that any such removal shall be without prejudice to the rights, if any, of the officer so removed under any employment contract or other agreement with the Corporation.  If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.

ARTICLE SIX

AMENDMENTS

Section 6.01                      Power to Amend.  These Bylaws may be amended or repealed, and new Bylaws may be adopted, by vote of the Board of Directors or of the stockholders entitled at the time to vote for the election of directors.

ARTICLE SEVEN

INDEMNIFICATION

Section 7.01                      Right to Indemnification.

(i)           Persons Entitled to Indemnification. Subject to applicable Delaware law as existing or hereafter amended, the Corporation will indemnify and hold harmless each person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation (“Indemnitee”).  Further, this indemnification right will extend to each person who is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans.

(ii)           Scope of Indemnification.  The indemnification right will extend to persons entitled to such right whether the basis of such proceeding is alleged action or inaction in an official capacity or in any other capacity while serving as a director, officer, employee or agent.

(iii)           Expenses Indemnified.  The Corporation will indemnify persons entitled to indemnity against all costs, charges, expenses, liabilities and losses (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith.

(iv)           Survival.  The indemnification right outlined in this paragraph 7.01, unless otherwise provided when authorized or ratified, will continue as to a person who has ceased to be a director, officer, employee or agent. Further, the indemnification right will inure to the benefit of such Indemnitee’s heirs, executors and administrators.

(v)           Limitation of Indemnification.  The Corporation will indemnify any Indemnitee seeking indemnification in connection with a proceeding (or part thereof) initiated by such Indemnitee only if such proceeding (or part thereof) was authorized by the Board.

Section 7.02Repayment of Indemnified Expenses.  The right to indemnification conferred in this Article shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (“Advance Payment”).  Nevertheless, if Delaware law so requires, such Advance Payment of expenses incurred by an Indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer including, without limitation, service to an employee benefit plan) will be made only upon delivery to the Corporation of an undertaking, by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified under this paragraph, under Delaware law, or otherwise.

Section 7.03                      Indemnification of Other Persons.  The Corporation may, by action of the Board, provide indemnification to employees and agents of the Corporation with the same scope and effect as the indemnification of directors and officers as outlined in paragraphs7.01 and 7.02 above.

Section 7.04                      Right of Claimant to Bring Suit.  If a claim brought under paragraph 7.01, 7.02, or 7.03of this Article is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim.  If the claimant’s suit is successful in whole or in part, the claimant will be entitled to recover also the expense of prosecuting such claim.

(i)           Valid Defenses to the Claimant’s Action.  It shall be a defense to any such action (other than an action brought to enforce a claim for Advance Payment where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has failed to meet a standard of conduct which makes it permissible under Delaware law for the Corporation to indemnify the claimant for the amount claimed.

(ii)           Invalid Defenses to the Claimant’s Action.  Neither of the following acts or omissions will be a defense to the claimant’s action or create a presumption that the claimant has failed to meet the standard of conduct described in paragraph 7.04(i)above:

(a)           the failure of the Corporation (including its Board, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible in the circumstances because the claimant has met such standard of conduct; or

(b)           an actual determination by the Corporation (including its Board, independent legal counsel, or its stockholders) that the claimant has not met such standard of conduct.

Section 7.05                      Non-Exclusivity of Rights. The right to indemnification and to Advance Payments conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any: (i) statute; (ii) provision of the Certificate of Incorporation; (iii) bylaw; (iv) agreement; (v) vote of stockholders; (vi) vote of disinterested directors; or (vii) otherwise.

Section 7.06                      Insurance.  Regardless of whether the Corporation would have the power under Delaware law to indemnify itself or any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise, the Corporation may maintain insurance, at its expense, to protect such persons or entities against any such expense, liability or loss.

Section 7.07                      Certain Provisions Related to Employee Benefit Plans.  For purposes of this Article, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries.

Section 7.08                      Expenses as a Witness.  The Corporation will indemnify any director, officer, employee or agent of the Corporation who, by reason of such position, or a position with another entity at the request of the Corporation, is a witness in any Proceeding.  Such indemnity will cover all costs and expenses actually and reasonably incurred by the witness or on his or her behalf in connection with the Proceeding.

Section 7.09                      Indemnity Agreements.  The Corporation may enter into agreements with any director, officer, employee or agent of the Corporation providing for indemnification to the full extent permitted by Delaware law.

ARTICLE EIGHT

CAPITAL STOCK

Section 8.01                      Certificates.  Certificates for stock of the Corporation shall be approved by the Board of Directors and shall be signed in the name of the Corporation by the Chairman of the Board, or a Vice Chairman of the Board, if any, or the President or a Vice President, if any, and by the Treasurer or an Assistant Treasurer, if any, or the Secretary or an Assistant Secretary, if any. Such certificates may be sealed with the seal of the Corporation or a facsimile thereof.  Any of or all the signatures on a certificate may be facsimile signatures.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

ARTICLE NINE

CHECKS, NOTES, DRAFTS, ETC.

Section 9.01                      Checks, Notes, Drafts, Etc.  Checks, notes, drafts, acceptances, bills of exchange and other orders or obligations for the payment of money shall be signed by such officer or officers or person or persons as the Board of Directors or a duly authorized committee thereof may from time to time designate.

ARTICLE TEN

OFFICES

Section 10.01                                Location of Offices. The Corporation may have offices at such places both within and without the State of Delaware as the Board of Directors may from time to time determine.

ARTICLE ELEVEN

GENERAL RESOLUTIONS

Section 11.01                                Corporate Seal.  The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware.”  The seal may be used by causing it or a facsimile thereof to be impressed, affixed or otherwise reproduced.

EX-31.1

Exhibit 31.1

Certification of Senior Officer in Charge of the Servicing Function

of the Servicer Pursuant to Rule 15d-14(d)

SERVICER CERTIFICATION

I, Mark Kaczynski, certify that:

1.           I have reviewed this annual report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of Nissan Auto Receivables 2013-A Trust (the “Exchange Act Periodic Reports”);

2.           Based on my knowledge, the Exchange Act Periodic Reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.           Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act Periodic Reports;

4.           I am responsible for reviewing the activities performed by the servicer and based on my knowledge and the compliance review conducted in preparing the servicer compliance statement required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act Periodic Reports, the servicer has fulfilled its obligations under the servicing agreement in all material respects; and

5.           All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report.  Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K.

In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated party:  Citibank, N.A.

Date:                      June 27, 2013

 By: /s/ Mark Kaczynski                                                           

 Mark Kaczynski

 President and Chief Executive Officer of

 Nissan Motor Acceptance Corporation

 (senior officer in charge of the

 servicing function)

EX-33.1

Exhibit 33.1

Report on Assessment of Compliance With Applicable Servicing Criteria

for Asset-Backed Securities of Nissan Motor Acceptance Corporation

Certification Regarding Compliance with Applicable Servicing Criteria

1. Nissan Motor Acceptance Corporation (“NMAC”) is responsible for assessing compliance with the servicing criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of and for the 12-month period ended March 31, 2013 (the “Reporting Period”).  The transactions covered by this report include asset-backed securities transactions involving motor vehicle retail installment sale contracts and lease contracts included in public securitizations sponsored by NMAC starting in 2006 and serviced by NMAC and its subsidiaries (the "Platform");

2. NMAC has engaged certain vendors (the “Vendors”) to perform specific, limited or scripted activities, and NMAC elects to take responsibility for assessing compliance with the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities and NMAC represents that such Vendors are not servicers as defined in paragraph (j) of Item 1101 of Regulation AB;

3. Presented in Appendix A hereto are the servicing criteria (and portions thereof) impacted by the Vendors’ activities and for which NMAC is assuming responsibility;

4. Except as set forth in paragraphs 5 and 6 below, NMAC used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess compliance with the applicable servicing criteria;

5. NMAC has determined that criteria 1122(d)(1)(iii), (d)(1)(iv), (d)(2)(vi), (d)(4)(ix), (d)(4)(x) and (d)(4)(xv) are not applicable to NMAC based on the activities it performs, directly or through its Vendors or subsidiaries, with respect to the Platform;

6. NMAC has determined that criteria 1122(d)(2)(ii) and (d)(3)(ii)-(iii) pertaining to the actual disbursement or remittance of funds to investors and criteria 1122(d)(2)(iv) and (d)(3)(iv) do not apply to NMAC since performing such activities in connection with these criteria are the responsibility of the applicable indenture trustee;

7. NMAC has complied, in all material respects, with the applicable servicing criteria as of March 31, 2013 and for the Reporting Period with respect to the Platform taken as a whole, except for certain instances of non-compliance described in Appendix B hereto;

8. NMAC has not identified and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of March 31, 2013 and for the Reporting Period with respect to the Platform taken as a whole;

9. NMAC has not identified any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria as of March 31, 2013 and for the Reporting Period with respect to the Platform taken as a whole; and

10. Ernst & Young LLP (“E&Y”), a registered public accounting firm, has issued an attestation report on NMAC’s assessment of compliance with the applicable servicing criteria for the Reporting Period.

June 27, 2013

NISSAN MOTOR ACCEPTANCE CORPORATION
By:	/s/  Mark Kaczynski
	Name:  Mark Kaczynski
	Title:    President and   Chief Executive Officer

APPENDIX A

Reference	Servicing Criteria
	Cash Collection and Administration
1122(d)(2)(i)	Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.
1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.
	Pool Asset Administration
1122(d)(4)(i)	Collateral or security on pool assets is maintained as required by the transaction agreements or related mortgage loan documents.
1122(d)(4)(ii)	Pool asset and related documents are safeguarded as required by the transaction agreements.

APPENDIX B

Reference	Servicing Criteria
1122(d)(2)(vii)	“[…] Reconciliations shall be prepared by the Servicer on a monthly basis for the Collection Account, the Reserve Account and the Principal Distribution Account... Such reconciliations shall be reviewed and approved by someone other than the person who prepared the reconciliation. […]”
Discussion of Non-Compliance
The accounts for two of the lease asset-backed securities transactions included in the Platform were not included on the list of reconciliations to be reviewed and approved by a manager in the related department.  NMAC has since confirmed that the reconciliations were correct and that the securityholders were not impacted.  NMAC has implemented process changes to ensure that the lapse does not reoccur going forward.

EX-33.2

Exhibit 33.2

Management’s Assertion on Compliance with Regulation AB

(Citibank, N.A.)

Management's Assertion of Compliance

Management of the Agency and Trust division of Citibank, N.A. (or “Company”) is responsible for assessing compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB promulgated by the Securities and Exchange Commission.

Management has determined that the servicing criteria in Item 1122(d) of Regulation AB are applicable in regard to the servicing platform as of and for the period as follows:

Platform:  Publicly-issued (i.e., transaction-level reporting initially required under the Securities Exchange Act of 1934, as amended) automobile loan or lease-backed securities serviced by Nissan Motor Acceptance Corporation issued on or after January 1, 2006 for which the Company provides trustee and paying agent services (the “Platform”).

Applicable Servicing Criteria:  All servicing criteria set forth in Item 1122(d), to the extent required by Item 1122(d) servicing criteria in regards to the activities performed by the Company with respect to the Platform as to any transaction, except for the following criteria: 1122(d)(1)(i)-1122(d)(1)(iv), 1122(d)(2)(i), 1122(d)(2)(iii), 1122(d)(2)(v)-1122(d)(2)(vii), 1122(d)(3)(i) and 1122(d)(4)(i)-1122(d)(4)(xv), which management has determined are not applicable to the activities the Company performs with respect to the Platform (the “Applicable Servicing Criteria”).  With respect to the Platform, servicing criterion 1122(d)(3)(ii) is applicable only as it relates to remittances.

Period:  Twelve months ended March 31, 2013 (the “Period”).

With respect to the Platform as of and for the Period, the Company’s management provides the following assertion of compliance with respect to the Applicable Servicing Criteria:

·   The Company’s management is responsible for assessing the Company’s compliance with the Applicable Servicing Criteria.

·   The Company’s management has assessed the Company’s compliance with the Applicable Servicing Criteria.  In making this assessment, management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB.

·   Based on such assessment, the Company has complied, in all material respects, with the Applicable Servicing Criteria.

KPMG LLP, an independent registered public accounting firm, has issued an attestation report with respect to management’s assertion of compliance with the Applicable Servicing Criteria as of and for the Period.

CITIBANK, N.A.

By: /s/ Karen Montbach                                                      

Its: Managing Director

Dated: May 24, 2013

EX-34.1

Exhibit 34.1

Report of Independent Registered Public Accounting Firm (Ernst & Young LLP)

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholder

Nissan Motor Acceptance Corporation

We have examined management’s assertion, included in the accompanying Certification Regarding Compliance With Applicable Servicing Criteria for Asset-Backed Securities dated June 27, 2013 that Nissan Motor Acceptance Corporation (the “Company”) complied with the servicing criteria set forth in Item 1122 (d) of the Securities and Exchange Commission’s Regulation AB for asset-backed securities transactions involving motor vehicle retail installment sale contracts and lease contracts included in public securitizations sponsored by the Company starting in 2006 and serviced by the Company and its subsidiaries (the “Platform”) as of and for the year ended March 31, 2013, except for, 1122 (d)(1)(iii), 1122 (d)(1)(iv), 1122 (d)(2)(ii), 1122 (d)(2)(iv), 1122 (d)(2)(vi), 1122 (d)(3)(ii), 1122 (d)(3)(iii), 1122 (d)(3)(iv), 1122 (d)(4)(ix), 1122 (d)(4)(x) and 1122 (d)(4)(xv), which the Company has determined are not applicable to the activities performed by them with respect to the Platform covered by this report. Management is responsible for the Company’s compliance with those servicing criteria. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance with the servicing criteria based on our examination.

Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants, as adopted by the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances.  Our examination included testing of less than all of the individual asset backed transactions and securities that comprise the Platform, testing of less than all of the servicing activities related to the Platform and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria and as permitted by the Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations (“Interpretation 17.06”).  Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions.  We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria.

As described in management’s assertion, for servicing criteria 1122 (d)(2)(i), 1122 (d)(2)(vii), 1122 (d)(4)(i) and 1122 (d)(4)(ii), the Company has engaged various vendors to perform the activities required by these servicing criteria. The Company has determined that these vendors are not considered a “servicer” as defined in Item 1101(j) of Regulation AB, and the Company has elected to take responsibility for assessing compliance with the applicable servicing criteria applicable to each vendor as permitted by Interpretation 17.06. As permitted by Interpretation 17.06, the Company has asserted that it has policies and procedures in place designed to provide reasonable assurance that the vendors’ activities comply in all material respects with servicing criteria applicable to each vendor.  The Company is solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendors and related criteria as described in its assertion, and we performed no procedures with respect to the Company’s eligibility to apply Interpretation 17.06.

Our examination disclosed the following material noncompliance with servicing criteria 1122(d)(2)(vii) applicable to the Company for the year ended March 31, 2013:

1122(d)(2)(vii)(c) - Certain bank reconciliations were not reviewed and approved by someone other than the person who prepared the reconciliation.

The information in Appendix B of management’s Certification Regarding Compliance with Applicable Servicing Criteria dated June 27, 2013 titled “Discussion of Non-compliance” is presented by the Company for informational purposes.  Such information has not been subjected to the procedures applied in our examination of management’s assertion as described above and accordingly, we express no opinion on it.

In our opinion, except for the material noncompliance described in the fourth paragraph, management’s assertion that the Company complied with the aforementioned servicing criteria, including servicing criteria 1122 (d)(2)(i), 1122 (d)(4)(i) and 1122 (d)(4)(ii) for which compliance is determined based on Interpretation 17.06 as described above, as of and for the year ended March 31, 2013 for the Platform, is fairly stated, in all material respects.

/s/ Ernst & Young LLP

June 27, 2013

EX-34.2

Exhibit 34.2

Report of Independent Registered Public Accounting Firm (KPMG LLP)

Report of Independent Registered Public Accounting Firm

The Board of Directors

Citibank, N.A.:

We have examined management’s assertion, included in the accompanying Management’s Assertion of Compliance, that the Agency and Trust division of Citibank, N.A. (the “Company”) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for publicly-issued (i.e., transaction-level reporting initially required under the Securities Exchange Act of 1934, as amended) automobile loan or lease-backed securities serviced by Nissan Motor Acceptance Corporation issued on or after January 1, 2006 for which the Company provides trustee and paying agent services (the “Platform”), except for servicing criteria 1122(d)(1)(i)-1122(d)(1)(iv), 1122(d)(2)(i), 1122(d)(2)(iii), 1122(d)(2)(v)-1122(d)(2)(vii), 1122(d)(3)(i) and 1122(d)(4)(i)-1122(d)(4)(xv), which the Company has determined are not applicable to the activities it performs with respect to the Platform, as of and for the twelve months ended March 31, 2013.  With respect to the Platform, servicing criterion 1122(d)(3)(ii) is applicable only as it relates to remittances.  Management is responsible for the Company’s compliance with the servicing criteria. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance based on our examination.

Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States)and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the servicing criteria specified above and performing such other procedures as we considered necessary in the circumstances.  Our examination included testing selected asset-backed transactions and securities that comprise the Platform, testing selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria.  Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report.  Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion.  Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria.

In our opinion, management’s assertion that the Company complied with the aforementioned servicing criteria as of and for the twelve months ended March 31, 2012 is fairly stated, in all material respects.

/s/ KPMG LLP

Chicago, Illinois

May 24, 2013

EX-35.1

Exhibit 35.1

Servicer Compliance Statement of Nissan Motor Acceptance Corporation

NISSAN MOTOR ACCEPTANCE CORPORATION

OFFICER'S CERTIFICATE

The undersigned, Mark Kaczynski, President and Chief Executive Officer of NISSAN MOTOR ACCEPTANCE CORPORATION, a California corporation (the “Company”), does hereby certify, in his capacity as such corporate officer, as follows:

(1)           The undersigned has caused a review of the activities of the Company, in its capacity as Servicer, during the period January 16, 2013 through March 31, 2013 (the “Reporting Period”), and of its performance pursuant to the Sale and Servicing Agreement, dated as of January 16, 2013 (the “Agreement”), by and among the Company, individually and as servicer, Nissan Auto Receivables Corporation II, as seller, and Nissan Auto Receivables 2013-A Owner Trust, to be conducted under his supervision; and

(2)           To the best of the undersigned’s knowledge, based upon such review, the Company has fulfilled all of its obligations under the Agreement in all material respects throughout the Reporting Period.

This Officer’s Certificate is being furnished pursuant to Item 1123 of the Securities and Exchange Commission’s Regulation AB for publicly-issued asset-backed securities.  Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.

IN WITNESS WHEREOF, I have set my hand effective as of the 27th day of June, 2013.

/s/ Mark Kaczynski_________________

 Mark Kaczynski

 President and Chief Executive Officer

EX-99.1

Exhibit 99.1

Annual Servicer’s Certificate

Provided by Nissan Motor Acceptance Corporation

to Holders of Notes and Certificates

NISSAN MOTOR ACCEPTANCE CORPORATION

OFFICER'S CERTIFICATE

The undersigned, Michael J. McConnell, Vice President of NISSAN MOTOR ACCEPTANCE CORPORATION, a California corporation (the “Company”), does hereby certify, in his capacity as such corporate officer, as follows:

(1)           The undersigned has caused a review, under his supervision, to be made of i) the activities; and ii) the performance under the Agreement (as defined below), of the Company during the period from January 16, 2013 through March 31, 2013 (the “Reporting Period”); and

(2)           To the best of the undersigned’s knowledge, based upon such review, the Company has fulfilled its obligations in all material respects under the Agreement throughout the Reporting Period.

This Officer’s Certificate is being furnished pursuant to Section 4.09(a) of that certain Sale and Servicing Agreement, dated as of January 16, 2013 (the “Agreement”), by and among the Company, in its individual capacity and as servicer, Nissan Auto Receivables Corporation II, as seller, and Nissan Auto Receivables 2013-A Owner Trust.

Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.

IN WITNESS WHEREOF, I have set my hand effective as of the 24th day of June, 2013.

/s/Michael J. McConnell________________

 Michael J. McConnell

 Vice President