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EXHIBIT 4.7
[Nissan Auto Receivables Corporation][Nissan Auto Receivables Corporation II]
000 Xxxx 000xx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Dated as of
[______________]
YIELD SUPPLEMENT AGREEMENT
[NAME OF [INDENTURE] TRUSTEE]
[__________________]
[__________________]
[NAME OF TRUST]
[NAME OF [OWNER] TRUSTEE]
[__________________]
[__________________]
Ladies and Gentlemen:
[Nissan Auto Receivables Corporation][Nissan Auto Receivables
Corporation II] (the "Company") hereby confirms arrangements made as of the date
hereof with you, as [Indenture] Trustee and [Owner] 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 Company, Nissan Motor
Acceptance Corporation ("NMAC") [, the Indenture Trustee] [and the Owner
Trustee], (ii) execution of the Purchase Agreement, dated as of the date hereof
(the "Purchase Agreement"), between the Company and 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, 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 each Determination Date, the Servicer shall
notify the Company [, Indenture Trustee] and the [Owner] Trustee of the "Yield
Supplement Deposit" (as defined below) for the related Distribution Date, the
amount on deposit in the Yield Supplement Account (as defined below), and the
amount of reinvestment income during the related Collection Period on the Yield
Supplement Account. 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
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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, the sum
of (i) the [Class B Interest Rate][weighted average interest rate of the Notes
and the Class C Pass-Through Rate][specify rate] and (ii) the Servicing Rate.
"Yield Supplemented Receivable" means any Receivable that has an APR less than
the Required Rate.
2. On or before the date hereof, the Owner Trustee shall establish and
maintain with [the Securities Intermediary] and pledge to the [Indenture]
Trustee [and the Owner Trustee] a segregated account in the name of the
[Indenture] Trustee for the benefit of [the Noteholders] [and] [the Class [__]
Certificateholders] [the Certificateholders] a segregated trust account in the
name of the [Indenture] Trustee (the "Yield Supplement Account") [in accordance
with the Securities Account Control Agreement], or such other account as may be
acceptable to the Rating Agencies, and the [Company][Trust] hereby grants to the
[Indenture] Trustee [and the Owner Trustee] for the benefit of [the Noteholders]
[and] [the Class [__] Certificateholders] [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. 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, the
Trust nor any Person claiming by, through or under the Company or the Trust
shall have any right, title or interest in, any control over the use of, or any
right to withdraw amounts from, the Yield Supplement Account Property or 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 and deposit in the [Collection Account] [Certificate
Account] an amount equal to the Yield Supplement Deposit plus the amount of
reinvestment income on the Yield Supplement Account for such Distribution Date.
3. On or prior to the date hereof, the Company shall [[make a capital
contribution to the Trust by depositing an amount equal to $___________]
[deposit an amount equal to $_________] [in cash] into the Yield Supplement
Account][, transfer retail installment sales contracts with an aggregate
principal balance, as of the Cut-Off Date, of $_________ to the Trust] [and
transfer receivables or other assets (including vehicle lease contracts) in an
amount, collectively, equal to $__________ to the Trust] ([the][collectively,]
"Initial Yield Supplement Amount"). [On each Distribution Date, the Servicer
will deposit payments received with respect to the retail installment sales
contracts referred to above into the Yield Supplement Account.] [On each
Distribution Date, the Servicer will deposit payments received with respect to
those receivables or other assets referred to above 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] [the Certificates] and for each
Distribution Date until the [Notes of all Classes and the Class [ ]
Certificates] [Certificates of all Classes] have been paid in full [or the
Indenture is otherwise
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terminated] (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 aggregate amount of each Yield Supplement Deposit that will
become due on each future Distribution Date, assuming that payments on the
Receivables are made on their scheduled due dates, no Receivable becomes a
prepaid Receivable, and a discount rate of [ ]% and (ii) the Initial Yield
Supplement Amount. The Required Yield Supplement Amount may decline as a result
of prepayments or repayments in full of the Receivables. 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 deposit the amount of such excess into the [Collection Account]
[Certificate Account] for distribution by the [Relevant] Trustee in accordance
with the terms of [Sale] [Pool] and Servicing Agreement. [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 Trust for
all federal, state and local income and franchise tax purposes.] The provisions
of this Yield Supplement Agreement should be interpreted accordingly. [Further,
the Trust shall include in its gross income all income earned on the Yield
Supplement Account Property and the Yield Supplement Account.]
4. 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 in accordance with written instructions from
the Servicer. 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 deposited in the [Collection Account] [Certificate Account] on each
Distribution Date, and losses and any investment expenses shall be charged
against the funds on deposit therein. Upon payment in full of the [Notes] [and]
[Certificates], as directed in writing by the Servicer, the [Relevant] Trustee
will release any amounts remaining on deposit in the Yield Supplement Account to
the Owner Trustee for the benefit of the Certificateholders, which amounts the
Owner Trustee will deposit in the [Collection Account] [Certificate 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].
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]. Following such transfer, assignment and
conveyance, this] [This] Yield Supplement Agreement shall not be amended,
modified or terminated except in
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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, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE
GENERAL OBLIGATIONS LAW 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 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][Nissan Auto
Receivables Corporation II]
000 Xxxx 000xx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Attention: Treasurer
Facsimile No.: 000-000-0000
[Indenture] Trustee:
[_______________]
[_______________]
[_______________]
[_______________]
Trust:
[_______________]
[_______________]
[_______________]
[_______________]
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
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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.]
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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][NISSAN AUTO RECEIVABLES
CORPORATION II]
By:
---------------------------------
Name:
Title:
Agreed and accepted as of [_________,____]
NISSAN MOTOR ACCEPTANCE CORPORATION
By:
---------------------------------
Name:
Title:
[INDENTURE TRUSTEE] [TRUSTEE]
AS [INDENTURE] TRUSTEE
By:
---------------------------------
Name:
Title:
TRUST
By: [OWNER] TRUSTEE
AS [OWNER] TRUSTEE
By:
---------------------------------
Name:
Title:
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