EXHIBIT 4.8
SCHEDULE
TO THE
MASTER AGREEMENT
dated as of September 16, 2004
Between
ABN AMRO BANK N.V. ("Party A")
and
NISSAN AUTO RECEIVABLES 2004-C OWNER TRUST ("Party B")
PART 1
TERMINATION PROVISIONS
In this Agreement:-
(a) "SPECIFIED ENTITY" shall not apply.
(b) "BREACH OF AGREEMENT" provisions of Section 5(a)(ii) will apply to Party A
and will not apply to Party B.
(c) "CREDIT SUPPORT DEFAULT" provisions of Section 5(a)(iii) will apply to
Party A and will not apply to Party B.
(d) "MISREPRESENTATION" provisions of Section 5(a)(iv) will apply to Party A
and will not apply to Party B.
(e) "DEFAULT UNDER SPECIFIED TRANSACTION" provisions of Section 5(a)(v) will
not apply to Party A and will not apply to Party B.
(f) "CROSS DEFAULT" provisions of Section 5(a)(vi) will not apply to Party B.
The "Cross Default" provisions of Section 5(a)(vi) will apply to Party A;
provided, however, that it shall not constitute an Event of Default under
this Section 5(a)(vi) if (i) such event, condition or failure arises in
the ordinary course of business by mistake, oversight or transfer
difficulties in the payment of money, such event, condition or failure is
remedied on or before the third Business Day after the occurrence or
existence of such event, condition or failure, and (ii) no Specified
Indebtedness in an aggregate amount equal to or in excess of the Threshold
Amount is accelerated as a result of such event, condition or failure.
"SPECIFIED INDEBTEDNESS" shall mean any obligation (whether present or
future, contingent or otherwise, as principal or surety or otherwise) in
respect of borrowed money (which, for the avoidance of doubt, shall
include, without limitation, bonds, notes, commercial paper or similar
instruments issued or guaranteed by the relevant party; and shall exclude
deposits received).
"THRESHOLD AMOUNT" means with respect to Party A, an amount equal to three
percent (3%) of its total equity share capital (as specified from time to
time in its most recently published audited annual statement in accordance
with generally accepted accounting principles), or its equivalent in any
other currency
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(g) "MERGER WITHOUT ASSUMPTION" provisions of Section 5(a)(viii) will apply to
Party A and will not apply to Party B.
(h) "TAX EVENT" provisions of Section 5(b)(ii) will apply to Party A and will
not apply to Party B.
(i) "TAX EVENT UPON MERGER" provisions of Section 5(b)(iii) will apply to
Party A and will not apply to Party B.
(j) "CREDIT EVENT UPON MERGER" provisions of Section 5(b)(iv) will not apply
to Party A and will not apply to Party B.
(k) "TERMINATION CURRENCY" means United States Dollars.
(l) The "AUTOMATIC EARLY TERMINATION" provision of Section 6(a) will not apply
to either party.
(m) PAYMENTS ON EARLY TERMINATION. For the purpose of Section 6(e) of this
Agreement:-
(i) Market Quotation will apply with respect to this Agreement.
(ii) The Second Method will apply to this Agreement.
(n) ADDITIONAL TERMINATION EVENT will apply. The occurrence of each of the
following events shall constitute an "Additional Termination Event" for
purposes of Section 5(b)(v)
(i) either (1) the Notes are accelerated following an Indenture
Default (as defined in Section 5.01 of the Indenture) and such
acceleration has not been waived pursuant to Section 5.02 or Section
5.12 of the Indenture, or (2) the Trust Estate is liquidated
pursuant to Section 5.04(a)(iv) of the Indenture (either such event,
a "Liquidation Event"). Upon the occurrence of a Liquidation Event,
Party A may, provided such Additional Termination Event is
continuing, designate a day not earlier than the day such notice is
effective as an Early Termination Date in respect of the Transaction
that is subject to this Agreement. If an event or circumstance which
would constitute an Event of Default by Party A under this Agreement
gives rise to an Indenture Default under the Indenture, it will be
treated as an Event of Default by Party A and not as an Additional
Termination Event. If this Additional Termination Event occurs,
Party B shall be the sole Affected Party; or
(ii) without the consent of Party A (which consent shall not be
unreasonable denied), the Indenture is amended or supplemented in
any manner which would adversely affect any of Party A's rights or
obligations under this Agreement. If this Additional Termination
Event occurs, Party B shall be the sole Affected Party; or
(iii) the occurrence of an Additional Termination Event as forth in
Part 5(o) hereof. If this Additional Termination Event occurs, Party
A shall be the sole Affected Party and all Transactions then
outstanding between the parties shall be Affected Transactions
(o) The provisions of Section 5(a)(vii)(2) will apply to Party A and will not
apply to Party B.
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PART 2
TAX REPRESENTATIONS
(a) PAYER TAX REPRESENTATION. For the purpose of Section 3(e), each of Party A
and Party B will make the following representation:
It is not required by any applicable law, as modified by the practice of
any relevant governmental revenue authority, of any Relevant Jurisdiction
to make any deduction or withholding for or on account of any Tax from any
payment (other than interest under Sections 2(e), 6(d)(ii) or 6(e)) to be
made by it to the other party under this Agreement. In making this
representation, it may rely on:
(i) the accuracy of any representation made by the other party pursuant
to Section 3(f);
(ii) the satisfaction of the agreement of the other party contained in
Sections 4(a)(i) and 4(a)(iii) and the accuracy and effectiveness of
any document provided by the other party pursuant to Sections
4(a)(i) and 4(a)(iii); and
(iii) the satisfaction of the agreement of the other party contained in
Section 4(d);
provided that it shall not be a breach of this representation where
reliance is placed on clause (ii) and the other party does not deliver a
form or document under Section 4(a)(iii) by reason of material prejudice
to its legal or commercial position.
(b) PAYEE TAX REPRESENTATIONS. For the purpose of Section 3(f), Party A will
make the following representations:
(i) It is a resident of The Netherlands for the purpose of the
application of the existing tax treaties between The Netherlands and
those countries where offices of Party B are located.
(ii) It is fully eligible for the benefits of the "Business Profits" or
"Industrial and Commercial Profits" provision, as the case may be,
the "Interest" provision or the "Other Income" provision (if any) of
the Specified Treaty with respect to any payment described in such
provisions and received or to be received by it in connection with
this Agreement and no such payment is attributable to a trade or
business carried on by it through a permanent establishment in the
Specified Jurisdiction. With respect to Party A, Specified Treaty
means the income tax treaty between the United States and The
Netherlands; Specified Jurisdiction means the United States.
(iii) It is a "non-U.S. branch of a foreign person" (as that term is used
in section 1.1441-4(a)(3)(ii) of the United States Treasury
Regulations) for United States federal income tax purposes, and
payments received or to be received by it in connection with this
Agreement will not be effectively connected with its conduct of a
trade or business in the United States.
(iv) It is a "foreign person" (as that term is used in section
1.6041-4(a)(4) of the United States Treasury Regulations) for United
States federal income tax purposes.
For the purpose of Section 3(f), Party B will make the following representation:
(i) It is a trust organized or formed under the laws of the State of
Delaware.
(ii) It is a United States Person for U.S. federal income tax purposes.
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PART 3
DOCUMENTS TO BE DELIVERED
For the purpose of Section 4(a):
(a) Tax forms, documents or certificates to be delivered are:
Each party agrees to complete, accurately and in a manner reasonably
satisfactory to the other party, and to execute, arrange for any required
certification of, and deliver to the other party (or to such government or
taxing authority as the other party reasonably directs), any form or
document that may be required or reasonably requested in order to allow
the other party to make a payment under this Agreement without any
deduction or withholding for or on account of any Tax or with such
deduction or withholding at a reduced rate, promptly upon the earlier of
(i) reasonable demand by the other party and (ii) learning that the form
or document is required.
PARTY REQUIRED TO FORM/DOCUMENT/ DATE BY WHICH
DELIVER DOCUMENT CERTIFICATE TO BE DELIVERED
Party A (i) One properly completed and duly (i) Upon execution and delivery of this
executed U.S. Internal Revenue Service Agreement; (ii) promptly upon reasonable
Form W-8BEN (or applicable successor demand by Party B; and (iii) promptly upon
thereto) and (ii) any other form or learning that Form W-8BEN or any other form
document that may be reasonably previously provided by Party A has become
requested, and that Party A is eligible obsolete or incorrect, including upon a
to provide, in order to allow the change in circumstances that makes any
requesting party to make a payment information provided on or with the form
without (or with reduced) withholding incorrect.
Tax.
Party B (i) One properly completed and duly (i) Upon execution of this Agreement, (ii)
executed U.S. Internal Revenue Service thereafter promptly upon reasonable demand
Form W-9 (or any successor form) and by Party A and (iii) promptly upon learning
(ii) any other form or document that may that such form previously provided by Party
be reasonably requested, and that Party B has become obsolete or incorrect.
B is eligible to provide, in order to
allow the requesting party to make a
payment without (or with reduced)
withholding Tax.
(b) Other documents to be delivered are:
(i) Each party shall promptly deliver to the other party, certified
evidence of the authority, incumbency and specimen signature of each
authorized person executing any document on its behalf in connection
with this Agreement upon execution of each document by any person.
Covered by Section 3(d) representation.
(ii) Party A upon request shall promptly deliver to the other party, a
copy of its most recent Annual Report containing consolidated
financial statements, prepared in accordance with generally accepted
accounting principles for institutions of its type in the
jurisdiction of
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its organization and certified by independent public accountants.
Covered by Section 3(d) representation.
(iii) Party B shall promptly provide to Party A a conformed copy of each
of the indenture (the "Indenture"), to be dated as of September 16,
2004, between Party B and U.S. Bank National Association, as
Indenture Trustee, and the Sale and Servicing Agreement (the "Sale
and Servicing Agreement"), to be dated as of September 16, 2004,
among Party B, Nissan Auto Receivables Corporation II, as Seller,
and Nissan Motor Acceptance Corporation, as Servicer.
(iv) Party B shall supply (and/or shall instruct the Trustee to supply)
Party A with copies of all accountings and reports required to be
supplied to an entity that is a Noteholder (as defined in the
Indenture). Copies of such accountings and/or reports shall be
delivered to Party A at the following address:
ABN AMRO BANK N.V., LONDON BRANCH
000 Xxxxxxxxxxx,
Xxxxxx XX0X 0XX,
Xxxxxx Xxxxxxx
Attention: Fixed Income Derivatives Documentation
Telex: 887139 Answerback: ABNALN G
Telephone: 00 00 0000 0000
Electronic Messaging System Details: Swift ABNA XX 0X
xxxxxxx.xxxxxxx@xx.xxxxxxx.xxx fax: 00-000-000-0000
xxxxxxx.xxxxxx@xx.xxxxxxx.xxx fax: 00-000-000-0000
(v) Each party will, upon execution of this Agreement, deliver a legal
opinion of counsel in form and substance satisfactory to the other
party regarding this Agreement and any other matters as such other
party may reasonably request.
PART 4
MISCELLANEOUS
(a) GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the laws of the State of New York (without reference to choice
of law doctrine, except for Section 5-1401 of the New York General Obligations
Law).
(b) "AFFILIATE" will have the meaning specified in Section 14.
(c) OFFICES. The provisions of Section 10(a) will apply to this Agreement.
(d) MULTIBRANCH PARTY. For the purpose of Section 10:-
Party A is not a Multibranch Party.
Party B is not a Multibranch Party.
(e) ADDRESSES FOR NOTICES. For the purpose of Section 12(a):-
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(i) Addresses for notices or communications to Party A:-
(1) For all purposes of this Agreement:
ABN AMRO BANK N.V., LONDON BRANCH
000 Xxxxxxxxxxx,
Xxxxxx XX0X 0XX,
Xxxxxx Xxxxxxx
Attention: Fixed Income Derivatives Documentation
Telex: 887139 Answerback: ABNALN G
Telefax: 44 20 7857 9428
Telephone: 00 00 0000 0000
Electronic Messaging System Details: Swift ABNA XX 0X
(ii) Address for notices or communications to Party B:
NISSAN AUTO RECEIVABLES 2004-C OWNER TRUST
c/o Wilmington Trust Company, as Owner Trustee
Xxxxxx Square North
0000 X. Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Facsimile No.: 000-000-0000
Attn: Corporate Trust Administration
with a copy to the Administrative Agent (as defined in the
Indenture) at:
NISSAN MOTOR ACCEPTANCE CORPORATION, as Administrative Agent
000 Xxxx 000xx Xxxxxx
Xxxxxxxx, XX 00000
Facsimile No.: 000-000-0000
Attn: Treasurer
with a copy to the Indenture Trustee (as defined in the
Indenture) at:
U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee
Wrigley Building
000 X. Xxxxxxxx Xxx., 0xx Xxxxx
Xxxxxxx, XX 00000
Facsimile No.: 000-000-0000
Attn: Nissan Auto Receivables 2004-C Owner Trust
(f) CALCULATION AGENT. The Calculation Agent will be Xxxxx Fargo Bank National
Association.
(g) CREDIT SUPPORT DOCUMENT. Details of any Credit Support Document:
Credit Support Document means in relation to Party A, the Credit Support
Annex by Party A and Party B attached hereto and made a part hereof.
Credit Support Document means in relation to Party B, the Credit Support
Annex by Party A and Party B attached hereto and made a part hereof.
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(h) CREDIT SUPPORT PROVIDER.
Credit Support Provider means in relation to Party A, not applicable.
Credit Support Provider means in relation to Party B, not applicable.
(i) NETTING OF PAYMENTS. Subparagraph (ii) of Section 2(c) of this Agreement
will apply to any Transactions.
(j) PROCESS AGENT. For the purpose of Section 13(c):-
Party A appoints no agent as its Process Agent.
Party B appoints no agent as its Process Agent.
PART 5
OTHER PROVISIONS
(a) ISDA DEFINITIONS. The 2000 ISDA Definitions (the "2000 Definitions"), as
published by the International Swaps and Derivatives Association, Inc.,
shall be deemed a part of this Agreement as if fully set forth herein. The
Definitions and the provisions of Section 14 of this Agreement shall be
deemed a part of each Confirmation as if set forth in full therein.
(b) INTERPRETATION. In the event of any inconsistency between the provisions
of this Schedule and the Definitions, this Schedule will prevail. In the
event of any inconsistency between the provisions of this Schedule and the
printed Agreement of which it forms a part, this Schedule will prevail. In
the event of any inconsistency between the provisions of any Confirmation
and this Schedule, such Confirmation will prevail for the purpose of the
relevant Transaction.
(c) ADDITIONAL REPRESENTATIONS. Each party represents and warrants to the
other that (i) it is entering into this Agreement, any Credit Support
Document to which it is a party, each Transaction, and any other
documentation relating to this Agreement that it is required by the
Agreement to deliver as principal (and not as agent or in any other
capacity, fiduciary or otherwise) and (ii) it is an "eligible contract
participant" under, and as defined in, Section 1a of the Commodity
Exchange Act (7 USC 1a), amended from time to time.
(d) CONSENT TO RECORDING. Each party consents to the recording of the
telephone conversations of trading, marketing and other relevant personnel
of the parties in connection with this Agreement or any potential
Transaction.
(e) WAIVER OF JURY TRIAL. Each Party irrevocably waives any and all right to
trial by jury in any legal proceeding instituted in connection with this
Agreement or any Transaction to the fullest extent permitted by law.
(f) RELATIONSHIP BETWEEN THE PARTIES. This Agreement is hereby amended by the
addition of a new Section 15 as follows:
"15. RELATIONSHIP BETWEEN THE PARTIES. Each party will be deemed to
represent to the other party on the date on which it enters into a
Transaction (absent a written agreement between the parties that expressly
imposes affirmative obligations to the contrary for that Transaction):
(a) NON RELIANCE. It is acting for its own account, and it has made its
own independent decisions to enter into that Transaction and as to
whether that Transaction is appropriate
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or proper for it based upon its own judgment and upon advice from
such advisors as it has deemed necessary. It is not relying on any
communication (written or oral) of the other party as investment
advice or as a recommendation to enter into that Transaction; it
being understood that information and explanations related to the
terms and conditions of a Transaction shall not be considered
investment advice or a recommendation to enter into that
Transaction. No communication (written or oral) received from the
other party shall be deemed to be an assurance or guarantee as to
the expected results of that Transaction.
(b) ASSESSMENT AND UNDERSTANDING. It is capable of assessing the merits
of and understanding (on its own behalf or through independent
professional advice), and understands and accepts, the terms,
conditions and risks of that Transaction.
(c) STATUS OF PARTIES. The other party is not acting as a fiduciary for
or an advisor to it in respect of that Transaction."
(g) TRANSACTIONS. The only Transaction that may be entered into pursuant to
this Agreement is the Transaction being executed on the date hereof
pursuant to which Party B is the buyer of an interest rate cap and has
satisfied all its payment obligations under Section 2(a)(i) of this
Agreement, and shall at the time have no future payment obligations,
whether absolute or contingent, under such Section.
(h) PARTY A ACKNOWLEDGMENT. Notwithstanding anything to the contrary in this
Agreement, Party A hereby
(a) acknowledges and agrees that Party B has assigned all of its right,
title and interest in, to and under this Agreement to the Indenture
Trustee for the benefit of the Noteholders pursuant to the Indenture and
that in the event of an Indenture Default (as defined in the Indenture)
the Indenture Trustee shall be entitled to exercise all rights and
remedies of a secured party with respect to this Agreement; and
(b) agrees that, unless notified in writing by the Indenture Trustee of
other payment instructions, any and all amounts payable by Party A to
Party B shall be paid to the Indenture Trustee.
(i) NO PETITION; LIMITED RECOURSE. Party A hereby agrees that it shall not
institute against, or join any other Person in instituting against Party B
any bankruptcy, reorganization, arrangement, insolvency, moratorium or
liquidation proceedings or other proceedings under U.S. federal or state
or other bankruptcy or similar laws. Notwithstanding the foregoing,
nothing herein shall prevent Party A from participating in any such
proceeding once commenced.
Party A hereby acknowledges and agrees that Party B's obligations
hereunder will be solely the limited recourse obligations of Party B, and
that Party A will not have any recourse to any of the directors, officers,
employees, shareholders or affiliates of Party B with respect to any
claims, losses, damages, liabilities, indemnities or other obligations in
connection with any transactions contemplated hereby. Notwithstanding any
other provisions hereof, recourse in respect of any obligations of Party B
to Party A hereunder or thereunder will be limited to the Collateral (as
defined in the Indenture) and on the exhaustion thereof all claims against
Party B arising from this Confirmation or any other transactions
contemplated hereby or thereby shall be extinguished.
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(j) NO GROSS-UP FOR PARTY B. Section 2(d) of the Agreement shall not apply
with respect to the Counterparty so that Party B shall not be obligated to
gross up pursuant thereto.
(k) AMENDMENT TO SECTION 7 OF THE AGREEMENT. Section 7 of the Agreement is
hereby amended by
(i) adding the words "and the confirmation of the Rating Agencies"
immediately following the word "party" in the third line thereof; and
(ii) adding the following sentence immediately following the final
sentence thereof:
"In addition, each transfer effected in accordance with this Section
and each transfer effected pursuant to Section 6(b)(ii) shall be
effective only if it is confirmed by the Rating Agencies."
(l) NO SET-OFF. Without affecting the provisions of this Agreement requiring
the calculation of certain net payment amounts, all payments under this
Agreement will be made without Set-off or counterclaims.
(m) AMENDMENT TO SECTION 9(b) OF THE AGREEMENT. Section 9(b) of the Agreement
is amended by adding the following sentence immediately following the end
of the first sentence thereof:
"In addition, no amendment modification or waiver in respect of this
Agreement will be effective unless the Rating Agencies consent to such
amendment."
(n) AMENDMENT TO SECTION 6(e) OF THE AGREEMENT. Section 6(e) of the Agreement
is amended by deleting the last sentence of the introductory paragraph
thereof.
(o) RATINGS DOWNGRADE PROVISIONS. Unless written notification to the contrary
has been received from the Rating Agencies, following the occurrence of a
Ratings Event, the parties shall comply with the following provisions, as
applicable.
I. If a Ratings Event shall occur and be continuing with respect to
Party A, then Party A shall, within 5 Local Business Days of the
occurrence of such Ratings Event, give notice of the occurrence of such
Ratings Event to Party B. Following such notice, Party A may either
(A) at its sole option and expense, provide, or cause to be
provided, a Third Party Credit Support Document to Party B; or
(B) at its sole option and expense, use reasonable efforts to
transfer or assign Party A's rights and obligations under the
Agreement and all Confirmations to another party; or
(C) at its sole option and expense, establish such other
arrangements with Party B.
Each of I(A), I(B) and I(C) above shall be subject to satisfaction of the
Rating Agency Condition.
If, on or prior to the date that is 30 calendar days after the occurrence
of a Ratings Event, Party A has provided a Third Party Credit Support
Document as provided in I(A) above or such other arrangements as provided
in I(C) above and the Rating Agency Condition has been satisfied, then,
for so long as such Third Party Credit Support Document or such other
arrangement is in
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effect, and the Rating Agency Condition continues to be satisfied, Party A
shall have no further obligations in respect of this Part 5(o)(I).
If,
(i) on or prior to the date that is 30 calendar days after the
occurrence of a Ratings Event, Party A has not provided a Third
Party Credit Support Document as provided in I(A) above, transferred
its rights and obligations as provided in I(B) above or established
such other arrangements as provided in I(C) above, or
(ii) Party A has provided a Third Party Credit Support Document as
provided in I(A) above but such Third Party Credit Support Document
or such other arrangement, as the case may be, has ceased to be in
effect and/or the Rating Agency Condition is no longer satisfied, or
(iii) Party A's long-term senior unsecured debt rating is lower than
BBB- by S&P
then, on the first Local Business Day following the date that is 30
calendar days after the occurrence of the Ratings Event (in respect of (i)
above) or on the first Local Business Day following the date on which (A)
the Third Party Credit Support Document or such other arrangement referred
to in (ii) above has ceased to be in effect and/or fails to satisfy the
Rating Agency Condition or (B) Party A's long-term senior unsecured debt
rating falls below BBB- by S&P, Party A shall deliver Eligible Collateral
to Party B in accordance with the terms of an Approved Credit Support
Document and on such terms satisfactory to the Rating Agencies.
Notwithstanding Party A's posting of Eligible Collateral in accordance
with the terms of the Approved Credit Support Document, Party A shall use
best efforts to either transfer its rights and obligations to an
acceptable third party or, in case of clause (i) or (ii) only, to provide
a Third Party Credit Support Document. Notwithstanding the foregoing,
Party A's obligations under this Part 5(o)(I) to find a transferee or
provide a Third Party Credit Support Document and to post Eligible
Collateral under the Approved Credit Support Document shall remain in
effect only for so long as a Ratings Event is continuing with respect to
Party A.
The failure by Party A to comply with the provisions hereof shall
constitute an Additional Termination Event, with Party A as the sole
Affected Party and all Transactions then outstanding between the parties
as Affected Transactions.
II. As used herein:
"Approved Credit Support Document" means a security agreement in the form
of the 1994 ISDA Credit Support Annex (ISDA Agreements Subject to New York
Law Only), as modified by the Paragraph 13 thereto, which Paragraph 13
will be in the form of Annex A to this Agreement;
"Indenture" means the Indenture, dated as of September 16, 2004, between
Party B and U.S. Bank National Association, as Indenture Trustee;
"Moody's" means Xxxxx'x Investors Service, Inc. or any successor thereto;
"Rating Agencies" means S&P and Xxxxx'x;
"Rating Agency Condition" has the meaning specified in the Indenture;
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"Ratings Event" shall occur with respect to Party A (to the extent that
Party A's relevant obligations are rated by Moody's or S&P) if (a) Party
A's long-term senior unsecured debt rating is lower than A1 by Moody's or
lower than A+ by S&P or (b) Party A's short-term debt rating is lower than
P-1 by Moody's or lower than A-1 by S&P or (c) any of the Rating Agency
ratings set forth in (a) or (b) above is suspended or withdrawn;
"S&P" means by Standard & Poor's Ratings Service or any successor thereto;
and
"Third Party Credit Support Document" means any agreement or instrument
(including any guarantee, insurance policy, security agreement or pledge
agreement) whose terms provide for the guarantee of Party A's obligations
under this Agreement by a third party.
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IN WITNESS WHEREOF, the parties have executed this Agreement by their duly
authorized officers as of the date hereof.
ABN AMRO BANK N.V. NISSAN AUTO RECEIVABLES 2004-C OWNER TRUST
By: Wilmington Trust Company, as Owner
Trustee
/s/ Xxxxxxxxx X. Xxxxxx /s/ Xxxxxxxx X. Xxxxxxxx
---------------------------------- ------------------------------------------
Name: Xxxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxxxx
Title: Senior Vice President Title: Financial Services Officer
Date: September 16, 2004 Date: September 16, 2004
/s/ Xxxxxx X. Xxxx
----------------------------------
Name: Xxxxxx X. Xxxx
Title: Senior Vice President
Date: September 16, 2004
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