Exhibit 1.1
NISSAN AUTO RECEIVABLES 1998-A GRANTOR TRUST
/ /% ASSET BACKED CERTIFICATES, CLASS A
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NISSAN AUTO RECEIVABLES CORPORATION
(SELLER)
/ /, 1998
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Form of Underwriting Agreement
Chase Securities Inc., and
X.X. Xxxxxx Securities Inc.,
As Representatives of the
Several Underwriters,
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Dear Sirs:
1. Introductory Nissan Auto Receivables Corporation, a Delaware
corporation (the "Seller"), proposes to sell $/_____/ principal amount of /___/%
Asset Backed Certificates, Class A (the "Class A Certificates"), issued by the
Nissan Auto Receivables 1998-A Grantor Trust (the "Trust"). Each Class A
Certificate will represent a fractional undivided interest in the Trust. The
assets of the Trust will include, among other things, a pool of retail
installment sale contracts secured by new and used automobiles and light trucks
(the "Receivables") and certain monies due thereunder on or after /____/, 1998
(the "Cutoff Date"), such Receivables to be sold to the Trust by the Seller and
to be serviced for the Trust by Nissan Motor Acceptance Corporation, a
California corporation (the "Servicer"). The Class A Certificates will be issued
in an aggregate principal amount of $/_____/, which is equal to /__/% of the
aggregate principal balance of the Receivables as of the Cutoff Date.
Simultaneously with the issuance and sale of the Class A Certificates as
contemplated herein, the Trust will also issue the /__/% Asset Backed
Certificates, Class B (the "Class B Certificates", and together with the Class A
Certificates, the "Certificates"), evidencing an undivided ownership interest of
/__/% in the Trust, payments in respect of which are, to the extent specified in
the Pooling and Servicing Agreement (as defined below), subordinated to the
rights of the holders of the Class A Certificates. The Certificates will be
issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement") to be dated as of /_____/, 1998, among the Seller, Nissan Motor
Acceptance Corporation, in its individual capacity and as the Servicer, and
/_____/ (the "Trustee").
Capitalized terms used herein and not otherwise defined shall have the
meanings given them in the Pooling and Servicing Agreement.
2. Representations and Warranties of the Seller. The Seller
represents and warrants to and agrees with the several underwriters named in
Schedule I hereto (the "Underwriters") that:
(a) A registration statement (No. 333-/___/), including a form of
prospectus, relating to the Class A Certificates has been filed with the
Securities and Exchange Commission (the "Commission") and either (i) has been
declared effective under the Securities Act of 1933, as amended (the "Act"), and
is not proposed to be amended or (ii) is proposed to be amended by amendment or
post-effective amendment. If the Seller does not propose to amend such
registration statement and if any post-effective amendment to such registration
statement has been filed with the Commission prior to the execution and delivery
of this Agreement, the most recent such amendment has been declared effective by
the Commission. For purposes of this Agreement, "Effective Time" means (i) if
the Seller has advised the Representatives that it does not propose to amend
such registration statement, the date and time as of which such registration
statement, or the most recent post-effective amendment thereto (if any) filed
prior to the execution and delivery of this Agreement, was declared effective by
the Commission, or (ii) if the Seller has advised the Representatives that it
proposes to file an amendment or post-effective amendment to such registration
statement, the date and time as of which such registration statement, as amended
by such amendment or post-effective amendment, as the case may be, is declared
effective by the Commission. "Effective Date" means the date of the Effective
Time. Such registration statement, as amended at the Effective Time, including
all information (if any) deemed to be a part of such registration statement as
of the Effective Time pursuant to Rule 430A(b) under the Act, is hereinafter
referred to as the "Registration Statement", and the form of prospectus relating
to the Class A Certificates, as first filed with the Commission pursuant to and
in accordance with Rule 424(b) ("Rule 424(b)") under
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the Act or (if no such filing is required) as included in the Registration
Statement, is hereinafter referred to as the "Prospectus".
(b) If the Effective Time is prior to the execution and delivery
of this Agreement: (i) on the Effective Date, the Registration Statement
conformed in all respects to the requirements of the Act and the rules and
regulations of the Commission (the "Rules and Regulations") and did not include
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading, and (ii) on the date of this Agreement, the Registration Statement
conforms, and at the time of filing of the Prospectus pursuant to Rule 424(b),
the Registration Statement and the Prospectus will conform, in all respects to
the requirements of the Act and the Rules and Regulations, and neither of such
documents includes, or will include, any untrue statement of a material fact or
omits, or will omit, to state any material fact required to be stated therein or
necessary to make the statements therein not misleading. If the Effective Time
is subsequent to the execution and delivery of this Agreement: on the Effective
Date, the Registration Statement and the Prospectus will conform in all respects
to the requirements of the Act and the Rules and Regulations, and neither of
such documents will include any untrue statement of a material fact or will omit
to state any material fact required to be stated therein or necessary to make
the statements therein not misleading. The two preceding sentences do not apply
to statements in or omissions from the Registration Statement or Prospectus
based upon written information furnished to the Seller by any Underwriter
through the Representatives specifically for use therein.
(c) The Seller has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the State of Delaware with
full corporate power and authority to own its properties and conduct its
business as described in the Prospectus, and is duly qualified to transact
business and is in good standing in each jurisdiction in which the conduct of
its business or the ownership of its property requires such qualification.
(d) The consummation of the transactions contemplated by this
Agreement, the Purchase Agreement, the Pooling and Servicing Agreement and the
Yield Supplement Agreement, and the fulfillment of the terms thereof, will not
conflict with or result in a breach of any of the terms or provisions of, or
constitute a default under, or result
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in the creation of any lien, charge, or encumbrance upon any of the property or
assets of the Seller pursuant to the terms of, any indenture, mortgage, deed of
trust, loan agreement, guarantee, lease financing agreement, or similar
agreement or instrument under which the Seller is a debtor or guarantor.
(e) No consent, approval, authorization or order of, or filing
with, any court or governmental agency or body is required to be obtained or
made by the Seller for the consummation of the transactions contemplated by this
Agreement except such as have been obtained and made under the Act, such as may
be required under state securities laws and the filing of any financing
statements required to perfect the Trust's interest in the Receivables.
(f) The Seller is not in violation of its certificate of
incorporation or by-laws or in default in the performance or observance of any
obligation, agreement, covenant or condition contained in any agreement or
instrument to which it is a party or by which it or its properties are bound
which could have a material adverse effect on the transactions contemplated
herein, in the Purchase Agreement, in the Pooling and Servicing Agreement or in
the Yield Supplement Agreement. The execution, delivery and performance of this
Agreement, the Purchase Agreement and the Pooling and Servicing Agreement and
the issuance and sale of the Certificates and compliance with the terms and
provisions thereof will not, subject to obtaining any consents or approvals as
may be required under the securities or "blue sky" laws of various
jurisdictions, result in a breach or violation of any of the terms and
provisions of, or constitute a default under, any statute, rule, regulation or
order of any governmental agency or body or any court having jurisdiction over
the Seller or its properties or any agreement or instrument to which it is a
party or by which it is bound or to which any of its properties is subject, or
its certificate of incorporation or by-laws, and it has full corporate power and
authority to enter into this Agreement, the Purchase Agreement, the Pooling and
Servicing Agreement and the Yield Supplement Agreement and to consummate the
transactions contemplated hereby and thereby.
(g) This Agreement, the Purchase Agreement, the Pooling and
Servicing Agreement and the Yield Supplement Agreement have been duly
authorized, executed and delivered by, and (assuming due authorization and
delivery thereof by the other parties hereto and thereto) constitute valid and
binding obligations of the Seller, enforceable against the
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Seller in accordance with their terms, except as limited by bankruptcy,
insolvency, reorganization or other similar laws relating to or affecting the
enforcement of creditors' rights generally and by general equitable principles,
regardless of whether such enforceability is considered in a proceeding in
equity or at law.
(h) The Class A Certificates have been duly authorized and, when
executed and authenticated by the Trustee in accordance with the Pooling and
Servicing Agreement and delivered and paid for pursuant to this Agreement, the
Class A Certificates will constitute valid and binding obligations of the Trust
entitled to the benefits provided by the Pooling and Servicing Agreement.
(i) There are no legal or governmental proceedings pending to
which the Seller or the Servicer is a party or of which any property of the
Seller or the Servicer is the subject, and to the Seller's knowledge no such
proceedings are threatened or contemplated by governmental authorities or
threatened by others, (A) that are required to be disclosed in the Registration
Statement or (B)(1) asserting the invalidity of all or part of this Agreement,
the Indemnification Agreement, the Purchase Agreement, the Pooling and Servicing
Agreement or the Yield Supplement Agreement, (2) seeking to prevent the issuance
of the Certificates, (3) that could materially and adversely affect the Seller's
obligations under this Agreement, the Purchase Agreement, the Pooling and
Servicing Agreement or the Yield Supplement Agreement or the Servicer's
obligations under the Indemnification Agreement, the Purchase Agreement, the
Pooling and Servicing Agreement or the Yield Supplement Agreement, or (4)
seeking to affect adversely the federal or state income tax attributes of the
Class A Certificates.
(j) Any taxes, fees and other governmental charges that have been
assessed and are known to the Seller to be due in connection with the execution,
delivery and issuance of this Agreement, the Purchase Agreement, the Pooling and
Servicing Agreement and the Yield Supplement Agreement shall have been paid by
the Seller or the Servicer at or prior to the Closing Date.
(k) Each of the Seller and the Servicer possesses all material
licenses, certificates, authorizations or permits issued by the appropriate
state, federal or foreign regulatory agencies or bodies, the absence of which
would have a material adverse effect on the ability of the Seller or the
Servicer to perform its
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duties under the Pooling and Servicing Agreement, and neither of the Seller or
Servicer has received notice of proceedings relating to the revocation or
modification of any such license, certificate, authorization or permit which,
singly or in the aggregate, if the subject of any unfavorable decision, ruling
or finding, would materially and adversely affect the conduct of the business,
operations, financial condition or income of the Seller or the Servicer.
(l) As of the Closing Date, the Trustee (for the benefit of the
Certificateholders) will have good title, free and clear of all prior liens,
charges and encumbrances, to the Receivables and such other items comprising the
corpus of the Trust transferred to the Trust pursuant to the Pooling and
Servicing Agreement.
(m) As of the Closing Date, the Certificates will conform in all
material respects to the description thereof contained in the Prospectus.
(n) Deloitte & Touche LLP are independent public accountants with
respect to the Seller within the meaning of the Act and the Rules and
Regulations.
3. Purchase, Sale and Delivery of Certificates. On the basis of the
representations, warranties and agreements herein contained, but subject to the
terms and conditions herein set forth, the Seller agrees to sell to the
Underwriters, and the Underwriters agree, severally and not jointly, to purchase
from the Seller, the aggregate principal amounts of the Class A Certificates set
forth opposite the names of the Underwriters in Schedule I hereto. The Class A
Certificates are to be purchased at the purchase price of /___/% of the
aggregate principal amount thereof plus accrued interest at the Pass-Through
Rate (as defined in the Prospectus) calculated from (and including) /_____/,
1998, to (but excluding) the Closing Date.
Against payment of the purchase price by wire transfer of immediately
available funds to the Seller, the Seller will deliver the Class A Certificates
to the Representatives, for the account of the Underwriters, at the office of
Weil, Gotshal & Xxxxxx LLP, at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, on /____/,
1998, at 10:00 a.m., New York time, or at such other time not later than seven
full business days thereafter as the Representatives and the Seller determine,
such time being herein referred to as the "Closing Date". The Class A
Certificates to be so
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delivered will be initially represented by one or more Class A Certificates
registered in the name of Cede & Co., the nominee of The Depository Trust
Company ("DTC"). The interests of beneficial owners of the Class A Certificates
will be represented by book entries on the records of DTC and participating
members thereof. Definitive Class A Certificates will be available only under
the limited circumstances set forth in the Pooling and Servicing Agreement.
4. Offering by Underwriters. It is understood that the several
Underwriters propose to offer the Class A Certificates for sale to the public as
set forth in the Prospectus.
5. Covenants of the Seller. The Seller covenants and agrees with the
several Underwriters that:
(a) If the Effective Time is prior to the execution and delivery
of this Agreement, the Seller will file the Prospectus with the Commission
pursuant to and in accordance with subparagraph (1) (or, if applicable and if
consented to by you, subparagraph (4)) of Rule 424(b) not later than the earlier
of (i) the second business day following the execution and delivery of this
Agreement or (ii) the fifth business day after the Effective Date. The Seller
will advise the Representatives promptly of any such filing pursuant to Rule
424(b).
(b) The Seller will advise the Representatives promptly of any
proposal to amend or supplement the registration statement as filed or the
related prospectus or the Registration Statement or the Prospectus, and will not
effect such amendment or supplementation without the Representatives' consent;
and the Seller will also advise the Representatives promptly of the
effectiveness of the Registration Statement (if the Effective Time is subsequent
to the execution and delivery of this Agreement) and of any amendment or
supplementation of the Registration Statement or the Prospectus and of the
institution by the Commission of any stop order proceedings in respect of the
Registration Statement and will use its best efforts to prevent the issuance of
any such stop order and to obtain as soon as possible its lifting, if issued.
(c) The Seller will arrange for the qualification of the Class A
Certificates for offering and sale under the securities laws of such
jurisdictions in the United States as the Representatives may reasonably
designate and to continue such qualifications in effect so
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long as necessary under such laws for the distribution of such Class A
Certificates, provided that in connection therewith the Seller shall not be
required to qualify as a foreign corporation to do business, or to file a
general consent to service of process, in any jurisdiction.
(d) If, at any time when the delivery of a prospectus shall be
required by law in connection with sales of any Class A Certificates, either (i)
any event shall have occurred as a result of which the Prospectus would include
any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or (ii) for any other
reason it shall be necessary to amend or supplement the Prospectus, the Seller
will promptly notify the Representatives and will promptly prepare and file with
the Commission an amendment or a supplement to the Prospectus which will correct
such statement or omission or effect such compliance. Neither your consent to,
nor the Underwriters' delivery of, any such amendment or supplement shall
constitute a waiver of any of the conditions set forth in Section 6.
(e) The Seller will cause the Trust to make generally available
to Class A Certificateholders as soon as practicable, but not later than
fourteen months after the Effective Date, an earnings statement of the Trust
covering a period of at least twelve consecutive months beginning after such
Effective Date and satisfying the provisions of Section 11(a) of the Act
(including Rule 158 promulgated thereunder).
(f) The Seller will furnish to you copies of the Registration
Statement (two of which will be signed and include all exhibits), each related
preliminary prospectus, the Prospectus and all amendments and supplements to
such documents, in each case as soon as available and in such quantities as the
Representatives may from time to time reasonably request.
(g) So long as any of the Class A Certificates are outstanding,
the Seller will furnish to the Representatives copies of all reports or other
communications (financial or otherwise) furnished to Class A Certificateholders,
and deliver to the Representatives during such same period, (i) as soon as they
are available, copies of any reports and financial statements furnished to or
filed with the Commission and (ii) such additional information concerning the
business and financial condition
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of the Seller as the Representatives may from time to time reasonably request.
(h) The Seller will pay or cause to be paid all expenses incident
to the performance of its obligations under this Agreement, including (i) the
printing (or otherwise reproducing) and filing of the Registration Statement as
originally filed and of each amendment thereto; (ii) the preparation, issuance
and delivery of the certificates for the Class A Certificates to the
Underwriters; (iii) the fees and disbursements of the Seller's and the
Servicer's counsel and accountants; (iv) the fees of DTC in connection with the
book-entry registration of the Class A Certificates; (v) the qualification of
the Class A Certificates under state securities law in accordance with the
provisions of Section 5(c) hereof, including filing fees and the fees and
disbursements of counsel for the Underwriters in connection therewith and in
connection with the preparation of the Blue Sky Survey; (vi) the printing (or
otherwise reproducing) and delivery to the Underwriters of copies of each
preliminary prospectus and the Prospectus and any amendments or supplements
thereto; (vii) the reproducing and delivery to the Underwriters of copies of the
Blue Sky Survey and (viii) the fees charged by Xxxxx'x Investors Service, Inc.
("Moody's") and Standard & Poor's Ratings Services ("S&P") for rating the Class
A Certificates. The Underwriters shall not be responsible for the fees and
disbursements of the Trustee and its counsel.
(i) Until the retirement of the Class A Certificates, or until
such time as the Underwriters shall cease to maintain a secondary market in the
Class A Certificates, whichever occurs first, the Seller will deliver to the
Representatives the annual statements of compliance and the annual independent
certified public accountants' reports furnished to the Trustee pursuant to
Article IV of the Pooling and Servicing Agreement, as soon as such statements
and reports are furnished to the Trustee.
(j) On or before the Closing Date, the Seller shall cause its and
the Servicer's computer records relating to the Receivables to be marked to show
the Trust's absolute ownership of the Receivables, and from and after the
Closing Date neither the Seller nor the Servicer shall take any action
inconsistent with the Trust's ownership of such Receivables, other than as
permitted by the Pooling and Servicing Agreement.
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(k) To the extent, if any, that the rating provided with respect
to the Class A Certificates by Moody's or S&P is conditional upon the furnishing
of documents or the taking of any other actions by the Seller, the Seller shall
furnish such documents and take any such other actions.
6. Conditions of the Obligations of the Underwriters. The
obligations of the several Underwriters to purchase and pay for the Class A
Certificates will be subject to the accuracy of the representations and
warranties on the part of the Seller herein, to the accuracy of the statements
of officers of the Seller made pursuant to the provisions hereof, to the
performance by the Seller of its obligations hereunder and to the following
additional conditions precedent:
(a) At the time this Agreement is executed and delivered by the
Seller and at the Closing Date, [Deloitte & Touche LLP] shall have furnished to
the Representatives letters dated respectively as of the date of this Agreement
and as of the Closing Date substantially in the forms of the drafts to which the
Representatives previously agreed.
(b) If the Effective Time is not prior to the execution and
delivery of this Agreement, the Effective Time shall have occurred not later
than 10:00 p.m., New York time, on the date of this Agreement or such later date
as shall have been consented to by the Representatives. If the Effective Time is
prior to the execution and delivery of this Agreement, the Prospectus shall have
been filed with the Commission in accordance with the Rules and Regulations and
Section 5(a) of this Agreement. Prior to the Closing Date, no stop order
suspending the effectiveness of the Registration Statement shall have been
issued and no proceedings for that purpose shall have been instituted or, to the
knowledge of the Seller, shall be contemplated by the Commission.
(c) You shall have received an officer's certificate, dated the
Closing Date, signed by the Chairman of the Board, the President or any Vice
President and by a principal financial or accounting officer of the Seller
representing and warranting that, to the best of such officers' knowledge after
reasonable investigation, as of the Closing Date, the representations and
warranties of the Seller in this Agreement are true and correct in all material
respects, that the Seller has complied with all agreements and satisfied all
conditions on its part to be performed or satisfied hereunder at or prior to the
Closing
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Date in all material respects, that no stop order suspending the effectiveness
of the Registration Statement has been issued and no proceedings for that
purpose have been instituted or, to the best of their knowledge, are
contemplated by the Commission.
(d) Subsequent to the execution and delivery of this Agreement,
there shall not have occurred (i) any change, or any development involving a
prospective change, in or affecting particularly the business or properties of
the Seller, Nissan Motor Co. Ltd., Nissan Motor Corporation in U.S.A. ("NMC") or
the Servicer which, in the judgment of the Representatives, materially impairs
the investment quality of the Class A Certificates or makes it impractical or
inadvisable to proceed with completion of the sale of and payment for the Class
A Certificates; (ii) any downgrading in the rating of any debt securities of NMC
or any of its direct or indirect subsidiaries by any "nationally recognized
statistical rating organization" (as defined for purposes of Rule 436(g) under
the Act), or any public announcement that any such organization has under
surveillance or review its rating of any such debt securities (other than an
announcement with positive implications of a possible upgrading, and no
implication of a possible downgrading, of such rating); (iii) any suspension or
limitation of trading in securities generally on the New York Stock Exchange or
any setting of minimum prices for trading on such exchange; (iv) any banking
moratorium declared by Federal or New York authorities; or (v) any outbreak or
escalation of major hostilities in which the United States is involved, any
declaration of war by Congress or any other substantial national or
international calamity or emergency if, in the judgment of the Representatives,
the effect of any such outbreak, escalation, declaration, calamity or emergency
makes it impractical or inadvisable to proceed with completion of the sale of
and payment for the Class A Certificates.
(e) Xxx Xxxxx, Esq., General Counsel of the Seller, or other
counsel satisfactory to the Representatives in their reasonable judgment, shall
have furnished to the Representatives such counsel's written opinion, dated the
Closing Date, in substantially the form set forth below, with such changes
therein as counsel for the Underwriters shall reasonably agree:
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(i) The Seller has been duly incorporated and is
validly existing as a corporation in good standing under the laws of
the State of Delaware with full corporate power and authority to own
its properties and conduct its business as described in the Prospectus,
and is duly qualified to transact business and is in good standing in
each jurisdiction in which the conduct of its business or the ownership
of its property requires such qualification.
(ii) The Servicer has been duly incorporated and
is validly existing as a corporation in good standing under the laws of
the State of California with full corporate power and authority to own
its properties and conduct its business as described in the Prospectus,
and is duly qualified to transact business and is in good standing in
each jurisdiction in which the conduct of its business or the ownership
of its property requires such qualification.
(iii) The Pooling and Servicing Agreement and the
Purchase Agreement have been duly authorized, executed and delivered by
the Servicer.
(iv) The indemnification agreement dated the date
hereof (the "Indemnification Agreement") between the Servicer and the
Representatives, on behalf of the several Underwriters, has been duly
authorized, executed and delivered by the Servicer; and this Agreement
has been duly authorized, executed and delivered by the Seller.
(v) The Pooling and Servicing Agreement and the
Purchase Agreement have been duly authorized, executed and delivered by
the Seller.
(vi) The Yield Supplement Agreement has been duly
authorized, executed and delivered by the Seller and by Nissan Motor
Acceptance Corporation (in its own capacity and not in its capacity as
Servicer).
(vii) The execution, delivery and performance of
this Agreement by the Seller, the Pooling and Servicing Agreement and
the Purchase Agreement by the Seller and the Servicer and the
Indemnification Agreement by the Servicer will not conflict with or
result in a breach of any of the terms or provisions of, or constitute
a default under, or result in the creation or imposition of any lien,
charge or encumbrance upon any of the properties or assets of
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the Seller or the Servicer, pursuant to the terms of the Certificate or
Articles of Incorporation or the By-Laws of the Seller or the Servicer,
any statute, any rule, regulation or order of any governmental agency
or body or any court having jurisdiction over the Seller or the
Servicer or any of their respective properties or any material
agreement or instrument to which the Seller or the Servicer is a party
or by which either the Seller or the Servicer or any of their
respective properties is bound.
(viii) No authorization, approval or consent of any
court or governmental agency or authority is necessary in connection
with the execution, delivery and performance by the Seller of this
Agreement, the Pooling and Servicing Agreement or the Purchase
Agreement or by the Servicer of the Indemnification Agreement, the
Pooling and Servicing Agreement or the Purchase Agreement, except such
as may be required under the Act or the Rules and Regulations and state
securities laws, and except for such authorizations, approvals or
consents (specified in such opinion) as are in full force and effect as
of the Effective Date and the Closing Date.
(ix) The Class A Certificates have been duly
authorized and, when executed and authenticated by the Trustee in
accordance with the Pooling and Servicing Agreement and delivered and
paid for pursuant to this Agreement, the Class A Certificates will
constitute valid and binding obligations of the Trust entitled to the
benefits provided by the Pooling and Servicing Agreement.
(x) Nothing has come to such counsel's attention
that would cause it to believe that as of the Effective Date and at the
Closing Date the Registration Statement and the Prospectus (other than
the financial statements and the other accounting information contained
therein or omitted therefrom, as to which such counsel need express no
belief) contained or contain any untrue statement of a material fact or
omitted or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading, or that
the descriptions therein of statutes and governmental proceedings and
contracts and other documents are inaccurate and do not fairly present
the information required to be shown therein.
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(xi) Such counsel does not know of any contract or
other document of a character required to be filed as an exhibit to the
Registration Statement or required to be described in the Registration
Statement or the Prospectus which is not filed or described as
required.
(xii) There are no legal or governmental proceedings
pending to which the Seller or the Servicer is a party or of which any
property of the Seller or the Servicer is the subject, and no such
proceedings are known by such counsel to be threatened or contemplated
by governmental authorities or threatened by others, (A) that are
required to be disclosed in the Registration Statement or (B)(1)
asserting the invalidity of all or part this Agreement, the
Indemnification Agreement, the Purchase Agreement or the Pooling and
Servicing Agreement, (2) seeking to prevent the issuance of the
Certificates, (3) that could materially and adversely affect the
Seller's obligations under this Agreement, the Purchase Agreement or
the Pooling and Servicing Agreement or the Servicer's obligations under
the Indemnification Agreement, the Purchase Agreement or the Pooling
and Servicing Agreement, or (4) seeking to affect adversely the federal
or state income tax attributes of the Class A Certificates.
(xiii) The Servicer has full power and authority to
sell and assign the property to be sold and assigned to the Seller
pursuant to the Purchase Agreement and has duly authorized such sale
and assignment to the Seller by all necessary corporate action.
(xiv) The Seller has full power and authority to
sell and assign the property to be sold and assigned to and deposited
with the Trustee as part of the Trust and has duly authorized such sale
and assignment to the Trustee by all necessary corporate action.
(xv) The Receivables are "chattel paper" as defined
in the Uniform Commercial Code, as in effect in the State of
California.
(xvi) The undersigned is familiar with the
Servicer's standard operating procedures relating to the Servicer's
acquisition of a perfected first
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priority security interest in the vehicles financed by the retail
installment sale contracts purchased by the Servicer in the ordinary
course of the Servicer's business and relating to the sale by the
Servicer to NARC of such contracts and such security interests in the
financed vehicles in the ordinary course of the Servicer's and NARC's
business. Assuming that the Servicer's standard procedures are followed
with respect to the perfection of security interests in the Financed
Vehicles (and such counsel has no reason to believe that the Servicer
has not or will not continue to follow its standard procedures in
connection with the perfection of security interests in the Financed
Vehicles), the Servicer has acquired or will acquire a perfected first
priority security interest in the Financed Vehicles.
(f) Xxxx, Gotshal & Xxxxxx LLP, special counsel to the Seller,
shall have furnished to the Representatives their written opinion, dated as of
the Closing Date, in substantially the form set forth below, with such changes
therein as counsel for the Underwriters shall reasonably agree:
(i) Each of the Pooling and Servicing Agreement
and the Purchase Agreement constitutes a valid and binding obligation
of the Servicer, enforceable against the Servicer in accordance with
its terms.
(ii) Each of the Pooling and Servicing Agreement
and the Purchase Agreement constitutes a valid and binding obligation
of the Seller, enforceable against the Seller in accordance with its
terms.
(iii) The Yield Supplement Agreement constitutes a
valid and binding obligation of each of the Seller and Nissan Motor
Acceptance Corporation (in its own capacity and not in its capacity as
Servicer), and is enforceable against each of them in accordance with
its terms.
(iv) The execution, delivery and performance of
this Agreement by the Seller, the Pooling and Servicing Agreement, the
Purchase Agreement and the Yield Supplement Agreement by the Seller and
the Servicer, and the Indemnification Agreement by the Servicer will
not conflict with or result in a breach of any of the terms or
provisions of, or constitute a default under, or result in the creation
or imposition of any lien, charge or encumbrance upon any of the
15
property or assets of the Seller or the Servicer, pursuant to any
statute, rule or regulation or any order known to such counsel of any
governmental agency or body or any court having jurisdiction over the
Seller or the Servicer or any of their respective properties.
(v) The Class A Certificates, when executed and
authenticated by the Trustee in accordance with the Pooling and
Servicing Agreement and delivered and paid for pursuant to this
Agreement, will be duly issued and entitled to the benefits provided by
the Pooling and Servicing Agreement.
(vi) Nothing has come to such counsel's attention
that would cause it to believe that as of the Effective Date and at the
Closing Date the Registration Statement and the Prospectus (other than
the financial statements and the other accounting information contained
therein or omitted therefrom, as to which such counsel need express no
belief) contained or contain any untrue statement of a material fact
and omitted or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading; and that
the descriptions therein of statutes and governmental proceedings and
contracts and other documents are accurate and fairly present the
information required to be shown therein.
(vii) The statement in the Prospectus under the
caption "Certain Legal Aspects of the Receivables," to the extent they
constitute matters of New York or federal law or legal conclusions, are
correct in all material respects.
(viii) The Pooling and Servicing Agreement is not
required to be qualified under the Trust Indenture Act of 1939, as
amended, and the Trust is not required to be registered as an
"investment company" under the Investment Company Act of 1940, as
amended.
(ix) No authorization, approval or consent of any
court or governmental agency or authority is necessary under the
Federal law of the United States or the laws of the state of New York
in connection with the execution, delivery and performance by the
Seller of this Agreement, the Pooling and Servicing Agreement or the
Purchase Agreement or by the Servicer
16
of the Indemnification Agreement, the Pooling and Servicing Agreement
or the Purchase Agreement, except such as may be required under the Act
or the Rules and Regulations and state securities laws, and except for
such authorizations, approvals or consents (specified in such opinion)
as are in full force and effect as of the Effective Date and the
Closing Date.
(x) The Registration Statement has become
effective under the Act and no stop order suspending the effectiveness
of the Registration Statement or any part thereof has been issued and
no proceeding for that purpose has been instituted or, to the best of
such counsel's knowledge, threatened by the Commission; the
Registration Statement and the Prospectus (other than the financial
statements and other accounting information contained in the
Registration Statement or the Prospectus, or omitted therefrom, as to
which such counsel need express no opinion) comply as to form in all
material respects with the requirements of the Act and the Rules and
Regulations.
(xi) The Class A Certificates, the Pooling and
Servicing Agreement, the Purchase Agreement and this Agreement each
conform in all material respects with the descriptions thereof
contained in the Registration Statement and the Prospectus.
Such opinion may be made subject to the qualifications that the
enforceability of the terms of the Pooling and Servicing Agreement and the
Purchase Agreement may be limited by bankruptcy, insolvency, reorganization or
other similar laws relating to or affecting the enforcement of creditors' rights
generally and by general equitable principles, regardless of whether such
enforceability is considered in a proceeding in equity or at law.
(g) Xxxx, Xxxxxxx & Xxxxxx LLP shall have furnished their
written opinion, dated the Closing Date, with respect to the characterization of
the transfer of the Receivables by the Servicer to the Seller and such opinion
shall be in substantially the form previously discussed with the Representatives
and their counsel and in any event satisfactory in form and in substance to the
Representatives and their counsel.
(h) Xxxx, Gotshal & Xxxxxx LLP, special tax counsel to the
Seller, shall have furnished to the Representatives their written opinion, dated
the Closing
17
Date, in form and substance satisfactory to the Representatives and their
counsel, in substantially the form set forth below, with such changes therein as
counsel for the Underwriters shall reasonably agree:
(i) the statements in the Registration Statement
and the Prospectus under the heading "Federal Income Tax Consequences"
and "ERISA Considerations," to the extent they constitute matters of
federal law or legal conclusions with respect thereto, have been
reviewed by such counsel and are correct in all material respects; and
(ii) under the law in effect on the Closing Date,
assuming compliance with the Pooling and Servicing Agreement and the
Custody and Pledge Agreement, the Trust created by the Pooling and
Servicing Agreement will be classified for federal income tax purposes,
as a grantor trust, and not as an association taxable as a corporation.
(i) You shall have received an opinion of Xxxxxxx, Xxxxxx &
Xxxxx, dated the Closing Date, with respect to the validity of the Class A
Certificates and such other related matters as the Representatives shall require
and the Seller shall have furnished or caused to be furnished to such counsel
such documents as they may reasonably request for the purpose of enabling them
to pass upon such matters.
(j) You shall have received an opinion addressed to you, the
Seller and the Servicer of /_____/, counsel to the Trustee, dated the Closing
Date and satisfactory in form and substance to the Representatives and their
counsel, to the effect that:
(i) The Trustee is a banking corporation duly
incorporated, validly existing and in good standing under the laws of
the State of New York with full power and authority (corporate and
other) to own its properties and conduct its business, as presently
conducted by it, and to enter into and perform its obligations under
the Pooling and Servicing Agreement.
(ii) The Pooling and Servicing Agreement has been duly
authorized, executed and delivered by the Trustee, and, assuming that
such agreement is a legally effective and enforceable obligation of
each of the other parties thereto, constitutes the legal, valid and
binding agreement of the Trustee,
18
enforceable against the Trustee in accordance with its terms, except as
the enforceability thereof may be (a) limited by bankruptcy,
insolvency, reorganization, moratorium, liquidation or other similar
laws affecting the enforceability of creditors' rights generally and
(b) subject to general principles of equity (regardless of whether
considered in proceedings in equity or at law) as well as concepts of
reasonableness, good faith and fair dealing.
(iii) The Certificates have been duly executed,
authenticated and delivered by /_____/ as Trustee under the Pooling and
Servicing Agreement.
(iv) Neither the execution nor delivery by the Trustee
of the Pooling and Servicing Agreement nor the consummation of any of
the transactions by the Trustee contemplated thereby requires the
consent or approval of, the giving of notice to, the registration with,
or the taking of any other action with respect to, any governmental
authority or agency under any existing Federal or New York State law
governing the banking or trust powers of the Trustee.
(k) You shall have received an opinion of counsel addressed to
you of Xxxx, Gotshal & Xxxxxx LLP, special tax counsel to the Seller, dated the
Closing Date and satisfactory in form and substance to the Representatives and
their counsel to the effect that for Texas franchise tax purposes, the Trust
will not be subject to Texas franchise taxes.
(l) The Representatives shall have received an officer's
certificate dated the Closing Date of the Chairman of the Board, the President
or any Vice President and by a principal financial or accounting officer of each
of the Seller and the Servicer in which each such officer shall state that, to
the best of such officer's knowledge after reasonable investigation, the
representations and warranties of the Seller or the Servicer, as applicable,
contained in the Pooling and Servicing Agreement and the representations and
warranties of the Servicer or the Seller, as applicable, contained in the
Purchase Agreement are true and correct in all material respects and that the
Seller or the Servicer, as applicable, has complied with all agreements and
satisfied all conditions on its part to be performed or satisfied under such
agreements at or prior to the Closing Date in all material respects.
19
(m) The Class A Certificates shall have been rated in the
highest rating category by Xxxxx'x and S&P.
(n) On or prior to the Closing Date, the Seller
shall have furnished to the Representatives such further certificates and
documents as the Representatives shall reasonably have required.
7. Indemnification and Contribution. (a) The Seller shall
indemnify and hold each Underwriter harmless against any losses, claims, damages
or liabilities, joint or several, to which such Underwriter may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
the Registration Statement, the Prospectus, or any amendment or supplement
thereto, or any related preliminary prospectus, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and will reimburse each Underwriter for any legal or other expenses reasonably
incurred by such Underwriter in connection with investigating or defending any
such loss, claim, damage, liability or action as such expenses are incurred;
provided, however, that the Seller will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement in or omission or alleged
omission from any of such documents in reliance upon and in conformity with
information furnished to the Seller by any Underwriter through the
Representatives specified in the last sentence of subsection (b) below
specifically for use therein; and provided, further, that the Seller shall not
be liable to any Underwriter or any person controlling any Underwriter under the
indemnity agreement in this subsection (a) with respect to any of such documents
to the extent that any such loss, claim, damage or liability of such Underwriter
or such controlling person results from the fact that such Underwriter sold the
Class A Certificates to a person to whom there was not sent or given, at or
prior to the written confirmation of such sale, a copy of the Prospectus or of
the Prospectus as then amended or supplemented (excluding documents incorporated
by reference), whichever is most recent, if the Seller has previously furnished
copies thereof to such Underwriter.
20
(b) Each Underwriter shall indemnify and hold harmless the
Seller against any losses, claims, damages or liabilities to which the Seller
may become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact
contained in the Registration Statement, the Prospectus or any amendment or
supplement thereto, or any related preliminary prospectus, or arise out of or
are based upon the omission or the alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, in each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged omission was
made in reliance upon and in conformity with information furnished to the Seller
by such Underwriter through the Representatives specifically for use therein,
and will reimburse any legal or other expenses reasonably incurred by the Seller
in connection with investigating or defending any such action or claim as such
expenses are incurred. The Seller acknowledges and agrees that the only such
information furnished to the Seller by any Underwriter through the
Representatives consists of the following: (i) the statements in the last
paragraph of the cover page of the Prospectus; (ii) the statements in the first
paragraph on page 2 of the Prospectus concerning stabilizing and other
activities; and (iii) the statements in the second and third sentences in the
second paragraph (concerning initial offering prices, concessions and
reallowances) and in the third paragraph (concerning stabilizing and other
activities) under the heading "Underwriting" in the Prospectus.
(c) If any suit, action, proceeding (including any
governmental or regulatory investigation), claim or demand shall be brought or
asserted against any person in respect of which indemnity may be sought pursuant
to either of the two preceding paragraphs, such person (the "Indemnified Party")
shall promptly notify the person against whom such indemnity may be sought (the
"Indemnifying Party") in writing of the commencement thereof, but the omission
to so notify the Indemnifying Party will not relieve it from any liability which
it may have to any Indemnified Party otherwise than under such preceding
paragraphs. In case any such action is brought against any Indemnified Party and
it notifies the Indemnifying Party of the commencement thereof, the Indemnifying
Party will be entitled to participate therein
21
and, to the extent that it may wish, jointly with any other Indemnifying Party
similarly notified, to assume the defense thereof, with counsel satisfactory to
such Indemnified Party (who shall not, except with the consent of the
Indemnified Party, be counsel to the Indemnifying Party) and after notice from
the Indemnifying Party to such Indemnified Party of its election so to assume
the defense thereof and after acceptance by the Indemnified Party of counsel,
the Indemnifying Party will not be liable to such Indemnified Party under this
Section for any legal or other expenses subsequently incurred by such
Indemnified Party in connection with the defense thereof other than reasonable
costs of investigation. In any such proceeding, any Indemnified Party shall have
the right to retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such Indemnified Party unless (i) the Indemnifying
Party and the Indemnified Party shall have mutually agreed to the contrary or
(ii) the Indemnifying Party has elected to assume the defense of such proceeding
but has failed within a reasonable time to retain counsel reasonably
satisfactory to the Indemnified Person. It is understood that the Indemnifying
Party shall not, with respect to any action brought against any Indemnified
Party, be liable for the fees and expenses of more than one firm (in addition to
any local counsel) for all Indemnified Parties, and that all such fees and
expenses shall be reimbursed within a reasonable period of time as they are
incurred. Any separate firm appointed for the Underwriters and such control
persons of Underwriters in accordance with this subsection (c) shall be
designated in writing by the Representatives, and any such separate firm
appointed for the Seller, its directors, its officers who sign the Registration
Statement and such control persons of the Seller in accordance with this
subsection (c) shall be designated in writing by the Seller. The Indemnifying
Party shall not be liable for any settlement of any proceeding effected without
its written consent, but if settled with such consent, with respect to an action
which the Indemnifying Party was notified of and had the opportunity to
participate in (whether or not it chose to so participate), the Indemnifying
Party agrees to indemnify any Indemnified Party from and against any loss or
liability by reason of such settlement. Notwithstanding the foregoing sentence,
if at any time an Indemnified Party shall have requested an Indemnifying Party
to reimburse the Indemnified Party for fees and expenses of counsel as
contemplated by the fourth sentence of this paragraph, the Indemnifying Party
agrees that it shall be liable for any settlement of any proceeding effected
without its written consent if (i) such settlement is entered into more than 60
22
days after receipt by such Indemnifying Party of the aforesaid request and
during such 60 day period, the Indemnifying Party has not responded thereto and
(ii) such Indemnifying Party shall not have reimbursed the Indemnified Party in
accordance with such request prior to the date of such settlement. No
Indemnifying Party shall, without the prior written consent of the Indemnified
Party, effect any settlement of any pending or threatened
proceeding in respect of which any Indemnified Party is or could have been a
party and indemnity could have been sought hereunder by such Indemnified Party,
unless such settlement includes an unconditional release of such Indemnified
Party from all liability on claims that are the subject matter of such
proceeding.
(d) If the indemnification provided for in this Section is
unavailable or insufficient to hold harmless an Indemnified Party under
subsection (a) or (b) above, then each Indemnifying Party shall contribute to
the amount paid or payable by such Indemnified Party as a result of the losses,
claims, damages or liabilities referred to in subsection (a) or (b) above in
such proportion as is appropriate to reflect the relative benefits received by
the Seller on the one hand and the Underwriters on the other from the offering
of the Class A Certificates. If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law, then each
Indemnifying Party shall contribute to such amount paid or payable by such
Indemnified Party in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Seller on the one hand and
the Underwriters on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities as well as any
other relevant equitable considerations. The relative benefits received by the
Seller on the one hand and the Underwriters on the other shall be deemed to be
in the same proportion that the total net proceeds from the offering (before
deducting expenses) received by the Seller bear to the total underwriting
discounts and commissions received by the Underwriters. The relative fault shall
be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Seller or by the
Underwriters and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such untrue statement or omission. The
amount paid by an Indemnified Party as a result of the losses, claims, damages
or liabilities referred to above in this subsection
23
(d) shall be deemed to include any legal or other expenses reasonably incurred
by such Indemnified Party in connection with investigating or defending any
action or claim which is the subject of this subsection (d). Notwithstanding the
provisions of this subsection (d), no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which
the Class A Certificates underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages which such Underwriter
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations in this subsection (d) to
contribute are several in proportion to their respective underwriting
obligations and not joint.
(e) The obligations of the Seller under this Section shall be
in addition to any liability which the Seller may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who controls
any Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section shall be in addition to any liability which the
respective Underwriters may otherwise have and shall extend, upon the same terms
and conditions, to each director of the Seller, to each officer of the Seller
who has signed the Registration Statement and to each person, if any, who
controls the Seller within the meaning of the Act.
8. Survival of Certain Representations and Obligations. The
respective indemnities, agreements, representations, warranties and other
statements of the Seller or its officers and of the Underwriters set forth in or
made pursuant to this Agreement will remain in full force and effect, regardless
of any investigation or statement as to the results thereof, made by or on
behalf of any Underwriter or the Seller or any of their respective
representatives, officers or directors or any controlling person, and will
survive delivery of and payment for the Class A Certificates. If this Agreement
is terminated pursuant to Section 9 or if for any reason the purchase of the
Class A Certificates by the Underwriters is not consummated, the Seller shall
remain responsible for the expenses to be paid or reimbursed by it pursuant to
Section 5, and the respective obligations of the Seller and the Underwriters
pursuant to Section 7 shall remain in effect. If the purchase of the Class A
Certificates by the
24
Underwriters is not consummated for any reason other than solely because of the
termination of this Agreement pursuant to Section 9 or the occurrence of any
event specified in clause (iii), (iv) or (v) of Section 6(d), the Seller will
reimburse the Underwriters for all out-of-pocket expenses (including fees and
disbursements of counsel) reasonably incurred by them in connection with the
offering of the Class A Certificates.
9. Failure to Purchase the Class A Certificates. If any
Underwriter or Underwriters default on their obligations to purchase Class A
Certificates hereunder and the aggregate principal amount of Class A
Certificates that such defaulting Underwriter or Underwriters agreed but failed
to purchase does not exceed 10% of the total principal amount of Class A
Certificates, the Representatives may make arrangements satisfactory to the
Seller for the purchase of such Class A Certificates by other persons, including
the nondefaulting Underwriter or Underwriters, but if no such arrangements are
made by the Closing Date, the nondefaulting Underwriter or Underwriters shall be
obligated, in proportion to their commitments hereunder, to purchase the Class A
Certificates that such defaulting Underwriter or Underwriters agreed but failed
to purchase. If any Underwriter or Underwriters so default and the aggregate
principal amount of Class A Certificates with respect to which such default or
defaults occur exceeds 10% of the total principal amount of Class A Certificates
and arrangements satisfactory to the nondefaulting Underwriter or Underwriters
and the Seller for the purchase of such Class A Certificates by other persons
are not made within 36 hours after such default, this Agreement will terminate
without liability on the part of any nondefaulting Underwriter or the Seller,
except as provided in Section 8.
As used in this Agreement, the term "Underwriter" includes any person
substituted for an Underwriter under this Section. Nothing herein will relieve a
defaulting Underwriter or Underwriters from liability for its default.
10. Notices. All communications hereunder will be in writing
and, if sent to the Representatives or the Underwriters will be mailed,
delivered or sent by facsimile transmission and confirmed to Chase Securities
Inc., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Global Securitized
Finance (facsimile number (000) 000-0000), and to X.X. Xxxxxx Securities Inc.,
00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Syndicate Desk (facsimile
number (000) 000-0000); and if sent to the Seller, will be
25
mailed, delivered or sent by facsimile transmission and confirmed to it at
Nissan Auto Receivables Corporation, 000 Xxxx 000xx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx
00000-0000, attention of the Assistant Secretary (facsimile number (310)
324-2542).
11. No Bankruptcy Petition. Each Underwriter agrees that, prior to
the date which is one year and one day after the payment in full of all
securities issued by the Seller or by a trust for which the Seller was the
depositor which securities were rated by any nationally recognized statistical
rating organization, it will not institute against, or join any other person in
instituting against, the Seller any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings or other proceedings under any Federal or
state bankruptcy or similar law.
12. Successors. This Agreement will inure to the benefit of and
be binding upon the Underwriters and the Seller and their respective successors
and the officers and directors and controlling persons referred to in Section 7,
and no other person will have any right or obligations hereunder.
13. Representation of Underwriters. The Representatives will
act for the several Underwriters in connection with the transactions described
in this Agreement, and any action taken by the Representatives under this
Agreement will be binding upon all the Underwriters.
26
14. Applicable Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.
15. Counterparts. This Agreement may be executed by each of the
parties hereto in any number of counterparts, and by each of the parties hereto
on separate counterparts, each of which counterparts, when so executed and
delivered, shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.
27
If the foregoing is in accordance with your understanding,
please sign and return to us a counterpart hereof, whereupon it will become a
binding agreement between the Seller and the several Underwriters in accordance
with its terms.
Very truly yours,
NISSAN AUTO RECEIVABLES
CORPORATION,
by
-----------------------
Name:
Title:
The foregoing Underwriting
Agreement is hereby confirmed
and accepted as of the date
first above written:
CHASE SECURITIES INC.,
by
---------------------------
Name:
Title:
X.X. XXXXXX SECURITIES INC.,
by
---------------------------
Name:
Title:
Acting on behalf of themselves
and as the Representatives
of the several Underwriter
28
SCHEDULE I
-------------------------------------------------------------
Initial Principal
Amount of
Underwriter Class A Certificates
-------------------------------------------------------------
Chase Securities Inc. $/ /
-------------------------------------------------------------
X.X. Xxxxxx Securities Inc. / /
-------------------------------------------------------------
/ / / /
-------------------------------------------------------------
/ / / /
-------------------------------------------------------------
/ / / /
-------------------------------------------------------------
/ / / /
-------------------------------------------------------------
Total $/ /
-------------------------------------------------------------
