EXHIBIT 4.7
EXECUTION VERSION
NISSAN MASTER OWNER TRUST RECEIVABLES
Issuer
NISSAN MOTOR ACCEPTANCE CORPORATION
Administrator
JPMORGAN CHASE BANK
Indenture Trustee
WILMINGTON TRUST COMPANY
Owner Trustee
AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Dated as of October 15, 2003
TABLE OF CONTENTS
PAGE
SECTION 1. DUTIES OF ADMINISTRATOR................................................................... 2
SECTION 2. RECORDS................................................................................... 7
SECTION 3. COMPENSATION.............................................................................. 7
SECTION 4. ADDITIONAL INFORMATION TO BE FURNISHED TO ISSUER.......................................... 7
SECTION 5. INDEPENDENCE OF ADMINISTRATOR............................................................. 7
SECTION 6. NO JOINT VENTURE.......................................................................... 7
SECTION 7. OTHER ACTIVITIES OF ADMINISTRATOR......................................................... 7
SECTION 8. TERM OF AGREEMENT; RESIGNATION AND REMOVAL OF ADMINISTRATOR............................... 8
SECTION 9. ACTION UPON TERMINATION, RESIGNATION OR REMOVAL........................................... 8
SECTION 10. NOTICES................................................................................... 8
SECTION 11. AMENDMENTS................................................................................ 9
SECTION 12. SUCCESSORS AND ASSIGNS.................................................................... 10
SECTION 13. GOVERNING LAW............................................................................. 11
SECTION 14. HEADINGS.................................................................................. 11
SECTION 15. COUNTERPARTS.............................................................................. 11
SECTION 16. SEVERABILITY.............................................................................. 11
SECTION 17. NOT APPLICABLE TO NMAC IN OTHER CAPACITIES................................................ 11
SECTION 18. LIMITATION ON LIABILITY OF OWNER TRUSTEE.................................................. 11
SECTION 19. LIMITATION ON LIABILITY OF ADMINISTRATOR.................................................. 11
SECTION 20. NONPETITION COVENANTS..................................................................... 12
-i-
AMENDED AND RESTATED ADMINISTRATION AGREEMENT, dated as of October 15,
2003 (as amended and supplemented from time to time, the "Administration
Agreement"), among NISSAN MASTER OWNER TRUST RECEIVABLES, a Delaware statutory
trust, as issuer (the "Issuer"), NISSAN MOTOR ACCEPTANCE CORPORATION, a
California corporation ("NMAC"), as administrator (the "Administrator"),
JPMORGAN CHASE BANK, a New York banking corporation, not in its individual
capacity but solely as indenture trustee (the "Indenture Trustee") and
WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual
capacity but solely as owner trustee (the "Owner Trustee").
RECITALS
A. The Issuer, Administrator, Indenture Trustee and Owner Trustee
are party to the Administration Agreement (the "Original Agreement"), dated July
24, 2003 (the "Initial Closing Date").
B. The Issuer, Administrator, Indenture Trustee and Owner Trustee
desire to amend certain provisions of the Original Agreement and for ease of
convenience and reference desire to amend and restate the Original Agreement in
its entirety.
C. It is the intent of the parties that this Administration
Agreement shall not cause a novation of the rights and obligations of the
parties under the Original Agreement.
D. Pursuant to the Trust Agreement, dated as of May 13, 2003 (as
amended and supplemented from time to time, the "Trust Agreement"), between
Nissan Wholesale Receivables Corporation II ("NWRC II" or the "Transferor") and
the Owner Trustee, the Issuer was created as a Delaware statutory trust.
E. The Issuer has entered into the Amended and Restated
Indenture, dated as of the date hereof (as amended and supplemented from time to
time, the "Indenture"), between the Issuer and JPMorgan Chase Bank (the
"Indenture Trustee"), to provide for the issuance from time to time of its Asset
Backed Notes (the "Notes").
F. In connection with the issuance of the Notes, the Issuer has
entered or will enter into certain agreements, including, without limitation,
(i) the Amended and Restated Transfer and Servicing Agreement,
dated as of the date hereof (as amended and supplemented from time to
time, the "Transfer and Servicing Agreement"), among the Transferor,
the Issuer and NMAC, as servicer (the "Servicer"), (ii) the Indenture,
(iii) the Indenture Supplements dated as of the date hereof between the
Issuer and the Indenture Trustee and any future Indenture Supplements
(each an "Indenture Supplement"), (iv) one or more Letters of
Representations relating to the Notes (the "Depository Agreements"),
among the Issuer, the Indenture Trustee and The Depository Trust
Company (v) the Note Purchase Agreement, dated as of July 24, 2003
(as amended and supplemented from time to time, the "Note Purchase
Agreement"), among the Issuer, the Servicer, the Transferor and Xxxxxx
Xxxxxxx Asset Funding, Inc., and any person who executes a Transfer
Supplement to the Note Purchase Agreement from time to time (together
with their respective successors and assigns, the "Purchaser[s]") and
(vi) one or more documents evidencing enhancement for the Notes
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(as amended and supplemented from time to time, the "Enhancement
Agreements" and, together with the Trust Agreement, the Indenture, any
Indenture Supplement, the Transfer and Servicing Agreement, the
Depository Agreements and the Note Purchase Agreement, the "Related
Agreements"). Capitalized terms used and not otherwise defined herein
have the meanings assigned to such terms in the annex of definitions
referenced by and relating to the Indenture, the Receivables Purchase
Agreement, the Transfer and Servicing Agreement, the Trust Agreement
and this Administration Agreement (the "Annex of Definitions").
G. Pursuant to the Related Agreements, the Issuer, the Indenture
Trustee and Owner Trustee are required to perform certain duties in connection
with (a) the Notes and the Collateral pledged pursuant to the Indenture to
secure payment of the Notes and (b) the beneficial ownership interest in the
Issuer held, initially, by the Transferor.
H. The Issuer, the Indenture Trustee and the Owner Trustee have,
pursuant to the Original Agreement, appointed the Administrator to perform
certain duties of the Issuer and the Owner Trustee under the Related Agreements
and to provide such additional services consistent with the terms of this
Administration Agreement and the Related Agreements as the Issuer and the Owner
Trustee may from time to time request.
I. The Administrator has the capacity to provide the services
required hereby and is willing to continue to perform such services for the
Issuer and the Owner Trustee on the terms set forth herein.
In consideration of the mutual covenants and agreements and herein
contained herein, and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:
STATEMENT OF AGREEMENT
Section 1. DUTIES OF ADMINISTRATOR.
(a) Duties with Respect to Related Agreements.
(i) The Administrator will consult with the Owner Trustee
regarding the duties of the Issuer and the Owner Trustee under the
Related Agreements.
(ii) The Administrator agrees to perform all its duties as
Administrator and the duties of the Issuer under the Depository
Agreements. In addition, the Administrator shall consult with the Owner
Trustee regarding the duties of the Issuer under the Indenture and the
Depository Agreements. The Administrator shall monitor the performance
of the Issuer and shall advise the Owner Trustee when action by the
Issuer or the Owner Trustee is necessary to comply with the Issuer's
duties under the Indenture and the Depository Agreements. The
Administrator shall prepare for execution by the Issuer or shall cause
the preparation by other appropriate persons of all such documents,
reports, filings, instruments, certificates and opinions as it shall be
the duty of the Issuer to prepare, file or deliver pursuant to the
Indenture and the Depository Agreements. In furtherance of the
foregoing, the Administrator shall take all appropriate action that is
the
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duty of the Issuer to take pursuant to the Indenture including, without
limitation, such of the foregoing as are required with respect to the
following matters under the Indenture (references are to sections of
the Indenture):
(1) the preparation of or obtaining of Notes and
delivery of the same to the Indenture Trustee for
authentication (Section 2.03);
(2) causing the Note Register to be kept by the
Transfer Agent and Registrar and the notification to the
Indenture Trustee of any appointment of a new Transfer Agent
and Registrar and the location, or change in location, of the
Note Register (Section 2.05(a) and (b));
(3) the determination as to whether the
requirements of UCC Section 8-401(a) are met and the
preparation of an Issuer Request requesting the Indenture
Trustee to authenticate and deliver replacement Notes in lieu
of surrendered Notes (Section 2.05);
(4) furnishing or causing to be furnished to the
Indenture Trustee, the Servicer, any Noteholder or the Paying
Agent of the names and addresses of Noteholders after receipt
of a written request therefor from the Indenture Trustee, the
Servicer, any Noteholder or the Paying Agent, respectively
(Section 2.09(a));
(5) the preparation, obtaining or filing of the
instruments, opinions and certificates and other documents
required for the release of Collateral (Section 2.11);
(6) the preparation of Definitive Notes in
accordance with the instructions of the Clearing Agency
(Section 2.15);
(7) the obtaining and preservation of the
Issuer's qualification to do business in each jurisdiction
where such qualification is or will be necessary to protect
the validity and enforceability of the Indenture, the Notes,
the Receivables and each other instrument and agreement
included in the Trust Assets (Section 3.04);
(8) the preparation of all supplements,
amendments, financing statements, continuation statements, if
any, instruments of further assurance, and the taking of such
other actions at the request of the Indenture Trustee, as are
necessary or advisable to protect the Trust Assets (Section
3.05);
(9) the obtaining of the Opinion of Counsel on
the applicable Series Issuance Date (Section 3.06);
(10) the delivery of notice to the Indenture
Trustee and each Rating Agency of the occurrence of any
Servicer Default of which the Administrator hereunder has
knowledge and the taking of all reasonable steps available to
remedy such default (Section 3.07(d));
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(11) the delivery to the Indenture Trustee,
within 90 days after the end of each fiscal year of the Issuer
of an Officers' Certificate to be delivered by the Issuer with
respect to various matters relating to the annual statement as
to compliance with the Indenture (Section 3.09);
(12) the preparation and obtaining of documents
and instruments required for the consolidation or merger of
the Issuer with another entity or the conveyance or transfer
of its properties and assets substantially as an entirety
(Section 3.10);
(13) the monitoring of the Issuer's obligations
as to the satisfaction and discharge of the Indenture and the
preparation of an Officers' Certificate to be delivered by the
Issuer and the obtaining of the Opinion of Counsel and the
Independent Certificate relating thereto (Section 4.01);
(14) the preparation of an Officer's Certificate
to the Indenture Trustee and notice to each Rating Agency
after the occurrence of any event which with the giving of
notice and the lapse of time would become an Event of Default,
that the Administrator has actual knowledge of or is informed
of in writing by the Owner Trustee, under the Indenture, the
status of such event and what action the Issuer is taking or
proposes to take with respect thereto (Section 5.02);
(15) the compliance with any written directive of
the Indenture Trustee to sell specified Trust Assets in a
commercially reasonable manner if an Event of Default under
the Indenture shall have occurred and be continuing (Section
5.05);
(16) causing the Registrar to furnish to the
Indenture Trustee the names, addresses and taxpayer
identification numbers of Noteholders during any period when
the Indenture Trustee is not the Transfer Agent and the
Registrar (Section 7.01);
(17) preparing and, after execution by the Issuer
and the Indenture Trustee, filing with the Commission of
documents required to be filed on a periodic basis with the
Commission (including any summaries thereof required by rules
and regulations prescribed thereby), and providing such
documents to the Indenture Trustee for delivery to the
Noteholders (Section 7.03);
(18) the preparation of an Issuer Order and
Officers' Certificate to be delivered by the Issuer and the
obtaining of an Opinion of Counsel and Independent
Certificates, if necessary, for the release of the Trust
Assets (Section 8.07);
(19) the preparation of Issuer Orders and the
obtaining of Opinions of Counsel with respect to the execution
of supplemental indentures and furnishing such notices to the
Indenture Trustee for delivery to Noteholders (Sections 10.01,
10.02 and 10.03);
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(20) preparing new Notes conforming to the
provisions of any Supplemental Indenture, as appropriate and
delivering such Notes to the Owner Trustee for execution and
to the Indenture Trustee for authentication (Section 10.06);
(21) the preparation of or arranging for delivery
of Officers' Certificates to be delivered by the Issuer,
Opinions of Counsel and Independent Certificates with respect
to any requests by the Issuer to the Indenture Trustee to take
any action under the Indenture (Section 12.01(a));
(22) the preparation and delivery of Officers'
Certificates to be delivered by the Issuer and the obtaining
of Independent Certificates, if necessary, for the release of
property from the Lien of the Indenture (Section 12.01(b));
(23) preparing and delivering to the Indenture
Trustee for delivery to Noteholders any agreements with
respect to alternate payment and notice provisions (Section
12.06); and
(25) the identification to the Indenture Trustee
in an Officer's Certificate to be delivered by the Issuer of a
Person with whom the Issuer has contracted to perform its
duties under the Indenture (Section 3.07(b)).
(b) Additional Duties.
(i) In addition to the duties of the Administrator set
forth above, the Administrator will perform such calculations, prepare,
or cause the preparation by other appropriate persons of, and execute
on behalf of the Issuer, all such documents, reports, filings,
instruments, certificates and opinions as it is the duty of the Issuer
to prepare, file or deliver pursuant to the Related Agreements. Subject
to Section 6 of this Administration Agreement, the Administrator will
administer, perform or supervise the performance of such other
activities in connection with the Collateral (including those set forth
in the Related Agreements) as are not covered by any of the foregoing
provisions and as are expressly requested by the Owner Trustee and are
reasonably within the capability of the Administrator. Such
responsibilities shall include, and the Owner Trustee hereby requests
that the Administrator, prepare and deliver to the Issuer or Owner
Trustee for execution, as applicable, any filings, certificates,
affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act
of 2002, to the extent permitted by applicable law.
(ii) The Administrator will perform the duties of the
Administrator specified in Section 9.02 of the Trust Agreement required
to be performed by the Issuer in connection with the resignation or
removal of the Owner Trustee, and any other duties expressly required
to be performed by the Administrator pursuant to the Trust Agreement.
(iii) The Administrator shall advise the Owner Trustee in
all regards with respect to its duties pursuant to any Swap Agreement
into which the Issuer enters pursuant to Section 2.03(b) of the Trust
Agreement, including the recommendation of and
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retention, at its expense, of any such agents or advisors that are
deemed by the Owner Trustee to be reasonably necessary to undertake its
duties pursuant to any such Swap Agreement. Pursuant to Section 2.03(b)
of the Trust Agreement, if the Transferor notifies the Administrator
with respect to the Issuer's election to enter into such a Swap
Agreement, the Administrator will instruct the Servicer to recommend to
the Issuer a currency swap arrangement pursuant to Section 5.08(b) of
the Transfer and Servicing Agreement, and the Administrator will
prepare all necessary and appropriate documentation and take all of the
necessary and appropriate actions to cause the Issuer to enter into
such a Swap Agreement.
(iv) In carrying out the foregoing duties or any of its
other obligations under this Administration Agreement, the
Administrator may enter into transactions or otherwise deal with any of
its Affiliates; provided, however, that the terms of any such
transactions or dealings will be in accordance with any directions
received from the Issuer and be, in the Administrator's opinion, no
less favorable to the Issuer than would be available from unaffiliated
parties.
(c) Notice of Non-Ministerial Matters.
(i) With respect to matters that in the reasonable
judgment of the Administrator are non-ministerial, the Administrator
will not take any action unless within a reasonable time before the
taking of such action, the Administrator has notified the Owner Trustee
of the proposed action and the Owner Trustee has not withheld consent
or provided an alternative direction. For the purpose of the preceding
sentence, "non-ministerial matters" include, without limitation:
(1) the amendment of or any supplement to the
Indenture;
(2) the initiation of any claim or lawsuit by
the Issuer and the compromise of any action, claim or lawsuit
brought by or against the Issuer (other than in connection
with the collection of the Receivables or Eligible
Investments);
(3) the amendment, change or modification of the
other Related Agreements; and
(4) the appointment of successor Registrars,
successor Paying Agents and successor Indenture Trustees
pursuant to the Indenture, or the consent to the assignment by
the Transfer Agent and Registrar, Paying Agent or Indenture
Trustee of its obligations under the Indenture.
(ii) Notwithstanding anything to the contrary in this
Administration Agreement, the Administrator is not obligated to, and
may not (1) make any payments to the Noteholders or the Transferor
under the Related Agreements, (2) sell the Trust Assets pursuant to
Section 5.05 of the Indenture other than pursuant to a written
directive of the Indenture Trustee or (3) take any other action that
the Issuer directs the Administrator not to take on its behalf.
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(d) Swap Agreement. As set forth in Section 5.08 of the Transfer
and Servicing Agreement, the Issuer may enter into a currency Swap Agreement
with a Swap Counterparty to swap amounts payable to holders of the Transferor
Interest from U.S. dollars to Japanese yen, according to the terms set forth in
Section 5.08 of the Transfer and Servicing Agreement and Section 2.03(b) of the
Trust Agreement.
Section 2. RECORDS.
The Administrator will maintain appropriate books of account and
records relating to services performed hereunder. The Administrator will make
all such books of account and records accessible for inspection by the Issuer,
the Owner Trustee, the Indenture Trustee and the Transferor at any time during
normal business hours following reasonable advance notice.
Section 3. COMPENSATION.
As compensation for the performance of the Administrator's obligations
under this Administration Agreement and as reimbursement for its expenses
related thereto, the Administrator shall be entitled to a fee of $500 per annum,
payable pro-rata with respect to each Outstanding Series, which compensation
shall be solely an obligation of, and paid by, the Transferor.
Section 4. ADDITIONAL INFORMATION TO BE FURNISHED TO ISSUER.
The Administrator will furnish to the Issuer from time to time such
additional information regarding the Collateral as the Issuer reasonably
requests.
Section 5. INDEPENDENCE OF ADMINISTRATOR.
For all purposes of this Administration Agreement, the Administrator
will be an independent contractor and not subject to the supervision of the
Issuer or the Owner Trustee with respect to the manner in which it accomplishes
the performance of its obligations under this Administration Agreement. Unless
expressly authorized by the Issuer, the Administrator has no authority to act
for or represent the Issuer or the Owner Trustee in any way and is not an agent
of the Issuer or the Owner Trustee.
Section 6. NO JOINT VENTURE.
Nothing contained in this Administration Agreement (i) constitutes the
Administrator and any of the Issuer, the Indenture Trustee or the Owner Trustee
as members of any partnership, joint venture, association, syndicate,
unincorporated business or other separate entity, (ii) is to be construed to
impose any liability as such on any of them or (iii) is to be deemed to confer
on any of them any express, implied or apparent authority to incur any
obligation or liability on behalf of the others.
Section 7. OTHER ACTIVITIES OF ADMINISTRATOR.
Nothing herein prevents the Administrator or its Affiliates from
engaging in other businesses or, in its sole discretion, from acting in a
similar capacity as an administrator for any
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other Person even though such Person may engage in business activities similar
to those of the Issuer, the Owner Trustee or the Indenture Trustee.
Section 8. TERM OF AGREEMENT; RESIGNATION AND REMOVAL OF ADMINISTRATOR.
(a) This Administration Agreement will continue in force until the
termination of the legal existence of the Issuer in accordance with Section 8.01
of the Trust Agreement, upon which event this Administration Agreement will
automatically terminate.
(b) Subject to Section 8(e) and (f), the Administrator may resign
its duties under this Administration Agreement by providing the Issuer with at
least sixty (60) days' prior written notice and, in such event, the Issuer
agrees to appoint a successor Administrator promptly.
(c) Subject to Section 8(e) and (f), at the sole option of the
Issuer, the Administrator may be removed upon sixty (60) days' prior written
notice of termination from the Issuer to the Administrator.
(d) No resignation or removal of the Administrator pursuant to
this Section shall be effective until (i) a successor Administrator shall have
been appointed by the Owner Trustee and (ii) such successor Administrator shall
have agreed in writing to be bound by the terms of this Administration Agreement
on substantially the same terms as the Administrator is bound hereunder. The
Administrator will provide written notice of any such resignation or removal to
the Indenture Trustee, with a copy to the Rating Agencies.
(e) The appointment of any successor Administrator by the Owner
Trustee will be effective only after satisfaction of the Rating Agency Condition
with respect to the proposed appointment.
(f) Subject to Section 8(d) and (e), the parties hereto
acknowledge that, upon the appointment of a successor Servicer pursuant to the
Transfer and Servicing Agreement and acceptance by the successor servicer of
such appointment, the Administrator will resign immediately and such successor
Servicer will automatically become the Administrator under this Administration
Agreement.
Section 9. ACTION UPON TERMINATION, RESIGNATION OR REMOVAL.
Promptly upon the effective date of termination of this Administration
Agreement pursuant to Section 8(a) or the resignation or removal of the
Administrator pursuant to Section 8(b) or (c), respectively, the Administrator
will be entitled to be paid all fees and reimbursable expenses accruing to it to
the date of such termination, resignation or removal. Upon such termination
pursuant to Section 8(a), the Administrator will forthwith deliver to the Issuer
all property and documents of or relating to the Collateral then in the custody
of the Administrator. In the event of the resignation or removal of the
Administrator pursuant to Section 8(b) or (c), respectively, the Administrator
will cooperate with the Issuer and take all reasonable steps requested to assist
the Issuer in making an orderly transfer of the duties of the Administrator.
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Section 10. NOTICES.
Any notice, report or other communication given hereunder must be in
writing and will be deemed to be duly given if delivered in person or by
overnight courier service, or sent by facsimile transmission or other electronic
transmission, followed by first class mail, as follows:
(a) if to the Issuer or the Owner Trustee, to:
Nissan Master Owner Trust Receivables
c/o Wilmington Trust Company
Xxxxxx Square North
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Nissan Master Owner Trust Receivables
Telephone: (000) 000-0000
Fax: (000) 000-0000
(b) if to the Administrator, to:
Nissan Motor Acceptance Corporation
000 Xxxx 000xx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Attention: Treasurer
Telephone: (000) 000-0000
Fax: (000) 000-0000
(c) if to the Transferor, to:
Nissan Wholesale Receivables Corporation II
000 Xxxx 000xx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Attention: Treasurer
Telephone: (000) 000-0000
Fax: (000) 000-0000
(d) if to the Indenture Trustee, to:
JPMorgan Chase Bank
0 Xxx Xxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxxx XxXxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
All notices will be effective on receipt.
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Section 11. AMENDMENTS.
(a) This Administration Agreement may be amended from time to time
by a written amendment duly executed and delivered by the Issuer and the
Administrator, with the written consent of the Owner Trustee (and with respect
to Sections 1(a)(ii)(1), (2) and (3), the Indenture Trustee), without the
consent of any of the Noteholders or the Transferor, for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Administration Agreement or modifying in any manner the rights of the
Noteholders or Transferor; provided, however, that such amendment will not, as
set forth in an Opinion of Counsel satisfactory to the Indenture Trustee and the
Owner Trustee, materially and adversely affect the interest of any Noteholder or
the Transferor.
(b) This Administration Agreement may also be amended by the
Issuer and the Administrator, with the written consent of the Owner Trustee, the
holders of Notes evidencing not less than a majority of the Notes Outstanding
and the Transferor, for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Administration Agreement
or modifying in any manner the rights of Noteholders or the Transferor;
provided, however, that, without the consent of the holders of all of the Notes
Outstanding and the Transferor, no such amendment may:
(i) increase or reduce in any manner the amount of, or
accelerate or delay the timing of, collections of payments on the
Receivables or distributions that are required to be made for the
benefit of the Noteholders or the Transferor; or
(ii) reduce the aforesaid portion of the Noteholders which
are required to consent to any such amendment.
(c) Prior to the execution of any such amendment or consent, the
Administrator will furnish written notification of the substance of such
amendment or consent to each Rating Agency and, if any such amendment or consent
is material, the Rating Agency Condition shall be satisfied. Promptly after the
execution of any such amendment or consent, the Administrator will furnish
written notification of the substance of such amendment or consent to the
Indenture Trustee.
(d) To the extent Noteholders consent is required by this Section
11, the Noteholders must consent to and approve any proposed amendment or
consent pursuant to this Section 11, but they need not consent to and approve
the particular form of any such amendment or consent.
Section 12. SUCCESSORS AND ASSIGNS.
This Administration Agreement may not be assigned by the Administrator
unless such assignment is previously consented to in writing by the Issuer and
the Owner Trustee, the Rating Agency Condition is satisfied and the assignee
Administrator agrees to be bound by the terms hereof. An assignment with such
consent and satisfaction, if accepted by the assignee, will bind the assignee
hereunder in the same manner as the Administrator is bound hereunder.
Notwithstanding the foregoing, this Administration Agreement may be assigned by
the Administrator, without the consent of the Issuer or the Owner Trustee, to a
corporation or other organization that is a successor (by merger, consolidation
or purchase of assets) to the
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Administrator; provided that such successor organization executes and delivers
to the Issuer, the Owner Trustee and the Indenture Trustee an agreement in which
such Person agrees to be bound by the terms of said assignment in the same
manner as the Administrator is bound under this Administration Agreement.
Subject to the requirements of this Section 12, this Administration Agreement
will bind any successors or assigns of the parties hereto.
Section 13. GOVERNING LAW.
THIS ADMINISTRATION AGREEMENT IS TO BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
ARE TO BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 14. HEADINGS.
The section headings hereof have been inserted for convenience of
reference only and are not intended to affect the meaning, construction or
effect of this Administration Agreement.
Section 15. COUNTERPARTS.
This Administration Agreement may be executed in counterparts, each of
which when so executed will be an original, but all of which together constitute
but one and the same agreement.
Section 16. SEVERABILITY.
Any provision of this Administration Agreement that is prohibited or
unenforceable in any jurisdiction will be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof and any such prohibition or unenforceability in any jurisdiction will not
invalidate or render unenforceable such provision in any other jurisdiction.
Section 17. NOT APPLICABLE TO NMAC IN OTHER CAPACITIES.
Nothing in this Administration Agreement is intended to affect any
right or obligation that NMAC may have in any other capacity under any of the
Related Agreements.
Section 18. LIMITATION ON LIABILITY OF OWNER TRUSTEE.
Notwithstanding anything contained herein to the contrary, this
Administration Agreement has been signed on behalf of the Issuer by Wilmington
Trust Company not in its individual capacity but solely in its capacity as Owner
Trustee of the Issuer and in no event will Wilmington Trust Company in its
individual capacity or any beneficial owner of the Issuer have any liability for
the representations, warranties, covenants, agreements or other obligations of
the Issuer hereunder, as to all of which recourse may be had solely to the
assets of the Issuer. For all purposes of this Administration Agreement, in the
performance of any duties or obligations of the Issuer hereunder, the Owner
Trustee is subject to, and entitled to the benefits of, the terms and provisions
of the Trust Agreement.
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Section 19. LIMITATION ON LIABILITY OF ADMINISTRATOR.
Neither the Administrator nor any of the directors, officers, employees
or agents of the Administrator shall be under any liability to the Transferor,
the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders or any
Certificateholder, except as provided under this Administration Agreement, for
any action taken or for refraining from the taking of any action pursuant to
this Administration Agreement or for errors in judgment; provided, however, that
this provision shall not protect the Administrator or any such person against
any liability that would otherwise be imposed by reason of willful misfeasance,
bad faith or negligence in the performance of duties or by reason of reckless
disregard of obligations and duties under this Administration Agreement. The
Administrator and any director, officer, employee or agent of the Administrator
may rely in good faith on any document of any kind prima facie properly executed
and submitted by any person respecting any matters arising under this
Administration Agreement.
Section 20. NONPETITION COVENANTS.
Notwithstanding any prior termination of this Administration Agreement,
the Administrator hereby covenants, with respect to the Issuer and the
Transferor, not to acquiesce, petition or otherwise invoke or cause the Issuer
or the Transferor to invoke the process of any court or government authority for
the purpose of commencing or sustaining a case against or by the Issuer or the
Transferor under any federal or state bankruptcy, insolvency or similar law or
appointing a receiver, conservator, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Issuer or the Transferor or any
substantial part of its property, or ordering the winding up or liquidation of
the affairs of the Issuer or the Transferor; provided, however, that this
Section 20 is not intended to preclude any remedy described in Article V of the
Indenture.
12
IN WITNESS WHEREOF, the Issuer, the Administrator, the Indenture
Trustee and the Owner Trustee have caused this Administration Agreement to be
duly executed by their respective duly authorized officers all as of the day and
year first above written.
NISSAN MASTER OWNER TRUST
RECEIVABLES, AS ISSUER
By: Wilmington Trust Company, not in its
individual capacity, but solely as Owner
Trustee
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Senior Financial Services Officer
NISSAN MOTOR ACCEPTANCE
CORPORATION, AS ADMINISTRATOR
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President
JPMORGAN CHASE BANK, AS INDENTURE
TRUSTEE
By: /s/ Xxxxxxxx X. XxXxxxx
------------------------------------------
Name: Xxxxxxxx X. XxXxxxx
Title: Vice President
WILMINGTON TRUST COMPANY, AS
OWNER TRUSTEE
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Senior Financial Services Officer
[Administration Agmt]
S-1
