EXHIBIT 1.1
[Draft--10/16/97]
NISSAN AUTO RECEIVABLES 1997-A GRANTOR TRUST
[ ]% ASSET BACKED CERTIFICATES, CLASS A
NISSAN AUTO RECEIVABLES CORPORATION
(SELLER)
October [ ], 1997
Form of Underwriting Agreement
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X.X. Xxxxxx Securities Inc.,
As Representative of the
Several Underwriters,
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Dear Sirs:
1. Introductory Nissan Auto Receivables Corporation, a Delaware
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corporation (the "Seller"), proposes to sell $755,564,579 principal amount of
[ ]% Asset Backed Certificates, Class A (the "Class A Certificates"), issued by
the Nissan Auto Receivables 1997-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 October 1,
1997 (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 $755,564,579, which is equal to 87% 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
13% in the Trust, payments
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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
October 1, 1997, among the Seller, Nissan Motor Acceptance Corporation, in its
individual capacity and as the Servicer, and The Fuji Bank and Trust Company
(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
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represents and warrants to and agrees with the several underwriters named in
Schedule I hereto (the "Underwriters") that:
(a)A registration statement (No. 333-1664), 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 Representative 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 Representative 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
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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 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 Representative 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
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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 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
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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 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
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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 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
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representations, warranties and
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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) October [ ], 1997, 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 Representative, for the account of the Underwriters, at the
office of Weil, Gotshal & Xxxxxx LLP, at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx,
xx October [ ], 1997, at 10:00 a.m., New York time, or at such other time not
later than seven full business days thereafter as the Representative and the
Seller determine, such time being herein referred to as the "Closing Date". The
Class A Certificates to be so 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
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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 Representative promptly of any such
filing pursuant to Rule 424(b).
(b) The Seller will advise the Representative 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 Representative's consent;
and the Seller will also advise the Representative 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 Representative may reasonably
designate and to continue such qualifications in effect so 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 Representative 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
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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
Representative 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 Representa tive copies of all reports or other
communications (financial or otherwise) furnished to Class A Certificate
holders, and deliver to the Representative 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 of the Seller as the Representative 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
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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
Representative 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.
(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
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obligations of the several Underwriters to purchase and pay for the Class A
Certificates will be subject to the accuracy of the representations and
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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 Representative 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
Representative 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 Representative. 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 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.
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(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 Representative, 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 Representative,
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 Representative in its reasonable judgment, shall have
furnished to the Representative 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:
(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
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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 Representative, 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 the Seller or the Servicer, pursuant to the terms
of the Certificate or Articles of Incorporation or the
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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
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and other documents are inaccurate and do not fairly present the
information required to be shown therein.
(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.
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(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 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) Weil, Gotshal & Xxxxxx LLP, special counsel to the Seller, shall
have furnished to the Representative 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
17
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 property or assets of the Seller or the
Servicer, pursuant to any statute, or 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.
(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
18
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 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.
19
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) Weil, Gotshal & 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 Representative and
its counsel and in any event satisfactory in form and in substance to the
Representative and its counsel.
(h) Weil, Gotshal & Xxxxxx LLP, special tax counsel to the Seller,
shall have furnished to the Representative their written opinion, dated the
Closing Date, in form and substance satisfactory to the Representative and its
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 Cravath, Swaine & Xxxxx,
dated the Closing Date, with respect to the validity of the Class A Certificates
and such other related matters as the Representative shall
20
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 Shearman & Sterling, counsel to the Trustee, dated the
Closing Date and satisfactory in form and substance to the Representative and
its 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, 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 The Fuji Bank and Trust Company 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
21
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 Weil, Gotshal & Xxxxxx LLP, special tax counsel to the Seller, dated the
Closing Date and satisfactory in form and substance to the Representative and
its counsel to the effect that for Texas franchise tax purposes, the Trust will
not be subject to Texas franchise taxes.
(l) The Representative 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.
(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 Representative such further certificates and documents as the
Representative 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
22
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 written information furnished to the Seller
by any Underwriter through the Representative 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.
(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
23
was made in reliance upon and in conformity with written information furnished
to the Seller by such Underwriter through the Representative 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 written information furnished to the Seller by any Underwriter through
the Representative 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 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
24
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 Representative, 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
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
25
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 as 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 (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
26
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
27
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
Representative 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 Representative or the Underwriters will be mailed, delivered or sent
by facsimile transmission and confirmed to X.X. Xxxxxx Securities Inc., 00 Xxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
28
Syndicate Desk (facsimile number (000) 000-0000); and if sent to the Seller,
will be 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
(000) 000-0000).
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 Representative will act for
------------------------------
the several Underwriters in connection with the transactions described in this
Agreement, and any action taken by the Representative under this Agreement will
be binding upon all the Underwriters.
29
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.
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:
X.X. XXXXXX SECURITIES INC.,
by
------------------------------
Name:
Title:
Acting on behalf of itself
and as the Representative
of the several Underwriters.
SCHEDULE I
Initial Principal
Amount of
Underwriter Class A Certificates
----------- ---------------------
X.X. Xxxxxx Securities Inc.
------------- ----------------------
Total $
