EXHIBIT 4.7
Nissan Auto Receivables Corporation
000 Xxxx 000xx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Dated as of
[______________]
YIELD SUPPLEMENT AGREEMENT
[NAME OF [INDENTURE] TRUSTEE]
[__________________]
[__________________]
Ladies and Gentlemen:
Nissan Auto Receivables Corporation (the "Company") hereby confirms
arrangements made as of the date hereof with you, as [Indenture] Trustee for the
benefit of [the Noteholders] [and] [the Class [__] Certificateholders], to be
effective upon (i) receipt by the Company of the enclosed copy of this letter
agreement (the "Yield Supplement Agreement"), executed by the [Indenture
Trustee] [Trustee], (ii) execution of the Purchase Agreement, dated as of the
date hereof (the "Purchase Agreement"), between the Company and Nissan Motor
Acceptance Corporation ("NMAC"), (iii) receipt by NMAC of the payment by the
Company of the purchase price under the Purchase Agreement, and (iv) the receipt
by the Company of the capital contribution of NMAC in connection with the
payment of the purchase price under the Purchase Agreement. Capitalized terms
used herein and not otherwise defined herein shall have the respective meanings
given to them in the [Sale] [Pooling] and Servicing Agreement, dated as of the
date hereof, among NMAC, in its individual capacity and as Servicer, the
Company, and [Nissan Auto Receivables ____-_____ Owner Trust, as Issuer] [[NAME
OF TRUSTEE], in its capacity as Trustee] (the "[Sale] [Pooling] and Servicing
Agreement").
1. On or prior to the [____] calendar day before each
Distribution Date, the Servicer shall notify the Company of the "Yield
Supplement Deposit" (as defined below) for such Distribution Date and the amount
on deposit in the Yield Supplement Account (as defined below). The "Yield
Supplement Deposit" means, with respect to any Distribution Date, the amount by
which (i) the aggregate amount of interest that would have been due during the
related Collection Period on all Yield Supplemented Receivables (as defined
below) if such Yield Supplemented Receivables bore interest at the Required Rate
(as defined below) exceeds (ii) the amount of interest accrued on such Yield
Supplemented Receivables at their respective APRs and due during such Collection
Period. "Required Rate" means, with respect to each Collection Period, [SPECIFY
RATE.] "Yield Supplemented Receivable" means any Receivable that has an APR less
than the Required Rate.
2. On or before the date hereof, the Company shall establish and
maintain with the [Indenture] Trustee for the benefit of [the Noteholders] [and]
[the Class [__] Certificateholders] a
segregated trust account in the name of the [Indenture] Trustee (the "Yield
Supplement Account") [in accordance with the Securities Account Control
Agreement and the Indenture], or such other account as may be acceptable to
the Rating Agencies, and the Company hereby grants to the [Indenture] Trustee
for the benefit of [the Noteholders] [and] [the Class [__]
Certificateholders] a first priority security interest in the monies on
deposit and the other property that from time to time comprise the Yield
Supplement Account (including the Initial Yield Supplement Amount), and any
and all proceeds thereof (collectively, the "Yield Supplement Account
Property"). The [Relevant] Trustee shall possess all of the rights of a
secured party under the UCC with respect thereto; provided that income from
the investment of funds in the Yield Supplement Account and the right to
receive such income are retained by the Company and not transferred, assigned
or otherwise conveyed hereunder or under the [Sale] [Pooling] and Servicing
Agreement. The Yield Supplement Account Property and the Yield Supplement
Account shall be under the sole dominion and control of the [Relevant]
Trustee. Neither the Company nor any Person claiming by, through or under the
Company shall have any right, title or interest in, any control over the use
of, or any right to withdraw from amounts from, the Yield Supplement Account
Property or the Yield Supplement Account (other than income from the
investment of funds in the Yield Supplement Account). All Yield Supplement
Account Property in the Yield Supplement Account shall be applied by the
[Relevant] Trustee as specified in this Yield Supplement Agreement and the
[Sale] [Pooling] and Servicing Agreement. The [Relevant]Trustee shall, not
later than 5:00 P.M., New York City time on the Business Day preceding each
Distribution Date, withdraw from the Yield Supplement Account (excluding net
investment income on Eligible Investments, which amounts are payable to the
Company therefrom) and deposit in the [Collection Account]
[Certificate Account] an amount equal to the Yield Supplement Deposit for
such Distribution Date.
On or prior to the date hereof, the Company shall deposit
$[___________] (the "Initial Yield Supplement Amount") into the Yield Supplement
Account. The amount required to be on deposit in the Yield Supplement Account on
the date of issuance of [the Notes] [and] [the Certificates] and for any
Distribution Date (the "Required Yield Supplement Amount"), as determined by the
Servicer and notified to the [Relevant] Trustee, means an amount equal to the
lesser of (i) the maximum aggregate Yield Supplement Deposit that will become
due hereunder, assuming that payments on the Receivables are made on their
scheduled due dates and no Receivable becomes a prepaid Receivable, or (ii) the
Initial Yield Supplement Amount. The [Relevant] Trustee shall have no duty or
liability to determine the Required Yield Supplement Amount and may fully rely
on the determination thereof by the Servicer. If, on any Distribution Date, the
funds in the Yield Supplement Account are in excess of the Required Yield
Supplement Amount for such Distribution Date after giving effect to all
distributions to be made on such Distribution Date, the [Relevant] Trustee shall
pay the Company the amount of such excess. The Yield Supplement Account shall
not be part of the Trust. It is the intent of the parties that the Yield
Supplement Account Property be treated as property of the Company for all
federal, state and local income and franchise tax purposes. The provisions of
this Yield Supplement Agreement should be interpreted accordingly. Further, the
Company shall include in its gross income all income earned on the Yield
Supplement Account Property and the Yield Supplement Account.
3. All or a portion of the Yield Supplement Account may be
invested and reinvested in the manner specified in Section [5.08] [5.01] of the
[Sale] [Pooling] and Servicing Agreement
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[with respect to monies in the Collection Account] in accordance with written
instructions from the Servicer; PROVIDED that, if permitted by the Rating
Agencies, monies on deposit therein may be invested in Eligible Investments
that mature later than the Business Day preceding the next Distribution Date.
All such investments shall be made in the name of the [Relevant] Trustee.
Earnings on investment of funds in the Yield Supplement Account shall be paid
to the Company on each Distribution Date, and losses and any investment
expenses shall be charged against the funds on deposit therein. Upon
termination of the trusts established under the [Trust Agreement and the
Indenture] [Pooling and Servicing Agreement], as directed in writing by
the Servicer, the [Relevant] Trustee will release to the Company any amounts
remaining on deposit in the Yield Supplement Account. If for any reason the
Yield Supplement Account [is no longer an Eligible Deposit Account] [no longer
satisfies the requirements relating to eligibility of accounts set forth in
Section 5.01 of the Pooling and Servicing Agreement], the [Relevant] Trustee
shall promptly cause the Yield Supplement Account to be moved to another
institution or otherwise changed so that the Yield Supplement Account [becomes
an Eligible Deposit Account] [complies with such requirements].
4. All payments to the Company pursuant hereto shall be made by
federal wire transfer (same day funds) or immediately available funds, to such
account as the Company, or any assignee of the Company referred to in Section 6
hereof, may designate in writing to the [Relevant] Trustee, prior to the
relevant Distribution Date.
5. Our agreements set forth in this Yield Supplement Agreement
are our primary obligations and such obligations are irrevocable, absolute and
unconditional, shall not be subject to any counterclaim, setoff or defense
(other than full and strict compliance by us with our obligations hereunder) and
shall remain in full force and effect without regard to, and shall not be
released, discharged or in any way affected by, any circumstances or condition
whatsoever.
6. In order to more fully protect the interests of [the
Noteholders] [and] [the Certificateholders], the Company will transfer, assign
and convey its interest in this Yield Supplement Agreement to the Nissan Auto
Receivables [____-____] [Owner] [Grantor] Trust established under the [Trust
Agreement] [Pooling and Servicing Agreement] (the "Trust"). Following such
transfer, assignment and conveyance, this Yield Supplement Agreement shall not
be amended, modified or terminated except in accordance with the provisions for
amendments, modifications and terminations of the [Sale] [Pooling] and Servicing
Agreement as set forth in Section [10.01] [13.01] of the [Sale] [Pooling] and
Servicing Agreement.
7. THIS YIELD SUPPLEMENT AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
8. Except as otherwise provided herein, all notices pursuant to
this Yield Supplement Agreement shall be in writing, personally delivered, sent
by telecopier, sent by courier or mailed by certified mail, return receipt
requested, and shall be effective upon receipt thereof. All notices shall be
directed as set forth below, or to such other address or telecopy
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number or to the attention of such other person as the relevant party shall
have designated for such purpose in a written notice.
The Company:
Nissan Auto Receivables Corporation
000 Xxxx 000xx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Attention: Treasurer
Facsimile No.: 000-000-0000
[Indenture] Trustee:
[_______________]
[_______________]
[_______________]
[_______________]
9. This Yield Supplement Agreement may be executed in one or more
counterparts and by the different parties hereto on separate counterparts, all
of which shall be deemed to be one and the same document.
[10. Each of the parties hereto agrees and acknowledges that all of
the rights and interests of the Indenture Trustee hereunder shall be
automatically transferred to the Owner Trustee, and the Owner Trustee shall
succeed to all such rights and interests, upon the payment in full of the Notes
in accordance with the terms of the Indenture and the Sale and Servicing
Agreement.]
If the foregoing satisfactorily sets forth the terms and conditions of
our agreement, please indicate your acceptance thereof by signing in the space
provided below and returning to us the enclosed duplicate original of this
letter.
Very truly yours,
NISSAN AUTO RECEIVABLES CORPORATION
By: ______________________________
Name:
Title:
Agreed and accepted as of [_________,____]
NISSAN MOTOR ACCEPTANCE CORPORATION
By: _____________________________________
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Name:
Title:
[INDENTURE TRUSTEE] [TRUSTEE]
AS [INDENTURE] TRUSTEE
By: _____________________________________
Name:
Title:
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