EXHIBIT 4.5
ADMINISTRATION AGREEMENT
among
NISSAN AUTO RECEIVABLES 1999-A OWNER TRUST,
as Issuer
NISSAN MOTOR ACCEPTANCE CORPORATION,
as Administrator
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
as Indenture Trustee
Dated as of August 1, 1999
TABLE OF CONTENTS
PAGE
1. DUTIES OF THE ADMINISTRATOR.............................................................................2
2. RECORDS.................................................................................................8
3. COMPENSATION............................................................................................8
4. ADDITIONAL INFORMATION TO BE FURNISHED TO THE ISSUER....................................................8
5. INDEPENDENCE OF THE ADMINISTRATOR.......................................................................8
6. NO JOINT VENTURE........................................................................................8
7. OTHER ACTIVITIES OF ADMINISTRATOR.......................................................................8
8. TERM OF AGREEMENT; RESIGNATION AND REMOVAL OF ADMINISTRATOR.............................................8
9. ACTION UPON TERMINATION, RESIGNATION OR REMOVAL........................................................10
10. NOTICES................................................................................................10
11. AMENDMENTS.............................................................................................11
12. SUCCESSOR AND ASSIGNS..................................................................................11
13. GOVERNING LAW..........................................................................................12
14. HEADINGS...............................................................................................12
15. COUNTERPARTS...........................................................................................12
16. SEVERABILITY OF PROVISIONS.............................................................................12
17. NOT APPLICABLE TO NMAC IN OTHER CAPACITIES.............................................................12
18. LIMITATION OF LIABILITY OF OWNER TRUSTEE AND
INDENTURE TRUSTEE......................................................................................12
ADMINISTRATION AGREEMENT, dated as of August 1, 1999, among NISSAN
AUTO RECEIVABLES 1999-A OWNER TRUST, a Delaware business trust (the
"Issuer"), NISSAN MOTOR ACCEPTANCE CORPORATION, a California corporation, as
administrator (the "Administrator"), and Norwest Bank Minnesota, NATIONAL
ASSOCIATION, a national banking association, not in its individual capacity
but solely as Indenture Trustee (as defined below).
W I T N E S S E T H:
WHEREAS, beneficial ownership interests in the Issuer represented by
the Nissan Auto Receivables 1999-A Owner Trust Asset Backed Certificates (the
"Certificates") have been issued in connection with the formation of the Issuer
pursuant to the Amended and Restated Trust Agreement, dated as of August 6, 1999
(the "Trust Agreement"), between Nissan Auto Receivables Corporation ("NARC"), a
Delaware corporation, as depositor, and Chase Manhattan Bank Delaware, as owner
trustee (the "Owner Trustee") to the owners thereof (the "Owners");
WHEREAS, the Issuer is issuing the Nissan Auto Receivables 1999-A Owner
Trust 5.619% Asset Backed Notes Class A-1, the Nissan Auto Receivables 1999-A
Owner Trust 6.120% Asset Backed Notes Class A-2, and the Nissan Auto Receivables
1999-A Owner Trust 6.470% Asset Backed Notes Class A-3, (collectively, the
"Notes") pursuant to the Indenture, dated as of August 1, 1999 (as amended and
supplemented from time to time, the "Indenture"), between the Issuer and Norwest
Bank Minnesota, National Association, as indenture trustee (the "Indenture
Trustee"; capitalized terms used herein and not defined herein shall have the
meanings ascribed thereto in the Indenture, the Trust Agreement or the Sale and
Servicing Agreement, dated as of August 1, 1999, among the Issuer, Nissan Motor
Acceptance Corporation ("NMAC"), as servicer, and NARC, as seller (the "Sale and
Servicing Agreement"), as the case may be);
WHEREAS, the Issuer has entered into certain agreements in connection
with the issuance of the Certificates and the Notes, including the Purchase
Agreement, dated as of August 1, 1999 (the "Purchase Agreement"), between NMAC,
as seller, and NARC, as purchaser, the Trust Agreement, the Indenture, this
Agreement, the Securities Account Control Agreement, the Yield Supplement
Agreement, the Note Depository Agreement, the Certificate Depository Agreement,
and the Sale and Servicing Agreement (collectively, the "Basic Documents");
WHEREAS, pursuant to the Basic Documents, the Issuer and the Indenture
Trustee are required to perform certain duties in connection with the
Certificates, the Notes and the Collateral;
WHEREAS, the Issuer and the Indenture Trustee desire to appoint NMAC as
administrator to perform certain of the duties of the Issuer and the Indenture
Trustee under the Basic Documents and to provide such additional services
consistent with the terms of this Agreement and the Basic Documents as the
Issuer and the Owner Trustee may from time to time request; and
WHEREAS, the Administrator has the capacity to provide the services
required hereby and is willing to perform such services for the Issuer, the
Owner Trustee and the Indenture Trustee on the terms set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties agree as follows:
1. DUTIES OF THE ADMINISTRATOR.
(a) DUTIES WITH RESPECT TO THE NOTE DEPOSITORY
AGREEMENT AND THE INDENTURE.
(i) The Administrator agrees to perform all its
duties as Administrator and the duties of the Issuer under the
Note Depository Agreement and the Indenture. In addition, the
Administrator shall consult with the Owner Trustee regarding
the duties of the Issuer under the Indenture and the
Depository Agreement. 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
Note Depository Agreement. 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 Note Depository Agreement. In
furtherance of the foregoing, the Administrator shall take all
appropriate action that is the 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):
(A) preparing or obtaining the documents and
instruments required for the proper authentication of
Notes and delivering the same to the Indenture
Trustee (Section 2.02);
(B) appointing the Note Registrar and giving
the Indenture Trustee notice of any appointment of a
new Note Registrar and the location, or change in
location, of the Note Register (Section 2.04);
(C) preparing the notification to
Noteholders of the final principal payment on their
Notes (Section 2.07(b));
(D) preparing, obtaining and/or filing of
all instruments, opinions and certificates and other
documents required for the release of Collateral
(Section 2.09) ;
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(E) maintaining an office in the Borough of
Manhattan, City of New York, for the registration of
transfer or exchange of Notes (Section 3.02);
(F) causing newly appointed Paying Agents,
if any, to deliver to the Indenture Trustee the
instrument specified in the Indenture regarding funds
held in trust (Section 3.03);
(G) directing the Indenture Trustee to
deposit moneys with Paying Agents, if any, other than
the Indenture Trustee (Section 3.03);
(H) obtaining and preserving or causing the
Owner Trustee to obtain and preserve the Issuer's
qualification to do business in each jurisdiction in
which such qualification is or shall be necessary to
protect the validity and enforceability of the
Indenture, the Notes, the Collateral and each other
instrument and agreement included in the Trust Estate
(Section 3.04);
(I) preparing all supplements, amendments,
financing statements, continuation statements,
instruments of further assurance and other
instruments, in accordance with Section 3.05 of the
Indenture, necessary to protect the Trust Estate
(Sections 3.05 and 3.07(c));
(J) furnishing the required Opinions of
Counsel on the Closing Date and at such other times,
in accordance with Sections 3.06 and 8.06 of the
Indenture, and delivering the annual Officer's
Certificates and certain other statements as to
compliance with the Indenture, in accordance with
Section 3.09 of the Indenture (Sections 3.06, 3.09
and 8.06);
(K) identifying to the Indenture Trustee in
an Officer's Certificate any Person with whom the
Issuer has contracted to perform its duties under the
Indenture (Section 3.07);
(L) notifying the Indenture Trustee and the
Rating Agencies of any Servicer Default pursuant to
the Sale and Servicing Agreement and, if such
Servicer Default arises from the failure of the
Servicer to perform any of its duties under the Sale
and Servicing Agreement, taking all reasonable steps
available to remedy such failure (Section 3.07(d));
(M) preparing and obtaining documents and
instruments required in connection with the
consolidation, merger or transfer of assets of the
Issuer (Section 3.10);
(N) delivering notice to the Indenture
Trustee of each Event of Default and each other
default by the Servicer or the Seller under the Sale
and Servicing Agreement (Section 3.19);
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(O) monitoring the Issuer's obligations as
to the satisfaction and discharge of the Indenture
and the preparation of an Officer's Certificate and
obtaining the Opinion of Counsel and the Independent
Certificate (as defined in the Indenture) related
thereto (Section 4.01);
(P) fixing or causing to be fixed any
specified record date and the notification of the
Indenture Trustee and Noteholders with respect to
special payment dates, if any (Section 5.04(d));
(Q) removing the Indenture Trustee and
petitioning a court of competent jurisdiction for the
appointment of a successor Indenture Trustee (Section
6.08);
(R) furnishing the Indenture Trustee with
the names and addresses of the Noteholders during any
period when the Indenture Trustee is not the Note
Registrar (Section 7.01);
(S) preparing and, after execution by the
Issuer and the Indenture Trustee, filing with the
Commission and any applicable state agencies of
documents required to be filed on a periodic basis
with the Commission and any applicable state agencies
(including any summaries thereof required by rules
and regulations prescribed thereby), and transmitting
of such summaries to the Noteholders (Section 7.03);
(T) preparing any Issuer Request and
Officer's Certificates and obtaining any Opinions of
Counsel and Independent Certificates necessary for
the release of the Trust Estate (Section 8.04);
(U) preparing Issuer Orders and obtaining
Opinions of Counsel with respect to the execution of
any supplemental indentures, and mailing notices to
the Noteholders with respect thereto (Sections 9.01,
9.02 and 9.03);
(V) executing and delivering new Notes
conforming to the provisions of any supplemental
indenture, as appropriate (Section 9.06);
(W) notifying Noteholders of any redemption
of the Notes or causing the Indenture Trustee to
provide such notice (Sections 10.01 and 10.02);
(X) preparing all Officer's Certificates,
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 11.01(a));
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(Y) preparing and delivering Officer's
Certificates and obtaining Independent Certificates,
if necessary, for the release of property from the
lien of the Indenture (Section 11.01(b));
(Z) notifying the Rating Agencies, upon any
failure of the Indenture Trustee to give such
notification, of the information required pursuant to
Section 11.04 of the Indenture (Section 11.04);
(AA) preparing and delivering to the
Noteholders and the Indenture Trustee any agreements
with respect to alternate payment and notice
provisions (Section 11.06); and
(BB) recording the Indenture, if applicable
(Section 11.14).
(ii) The Administrator shall also:
(A) pay the Indenture Trustee from time to
time the reasonable compensation provided for in the
Indenture with respect to services rendered by the
Indenture Trustee under the Indenture (which
compensation shall not be limited by any provision of
law in regard to the compensation of a trustee of an
express trust);
(B) reimburse the Indenture Trustee upon its
request for all reasonable expenses, disbursements
and advances incurred or made by the Indenture
Trustee in accordance with any provision of the
Indenture (including the reasonable compensation,
expenses and disbursements of its agents and counsel)
to the extent the Indenture Trustee is entitled to
such reimbursement by the Issuer under the Indenture;
(C) indemnify the Indenture Trustee for, and
hold it harmless against, any losses, liability or
expense incurred without negligence or bad faith on
the part of the Indenture Trustee, arising out of or
in connection with the acceptance or administration
of the trusts and duties contemplated by the
Indenture, including the reasonable costs and
expenses of defending themselves against any claim or
liability in connection therewith to the extent the
Indenture Trustee is entitled to such indemnification
from the Issuer under the Indenture;
(D) indemnify and hold harmless the Owner
Trustee, any co-trustee and the Indenture Trustee for
any loss, liability, claim, action, suit, cost or
expense of the Trust to the extent that the
Administrator would be liable if the Trust were a
partnership under the Delaware Revised Uniform
Limited Partnership Act in which the Administrator
were a general partner; PROVIDED, HOWEVER, that the
Administrator shall not be liable for any losses
incurred by a Certificateholder in the capacity of an
investor in the Certificates or a Noteholder in the
capacity of an investor in the Notes
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and will not and shall not be deemed hereby to
have indemnified the Owner Trustee, any co-trustee
or the Indenture Trustee against any loss
liability or expense resulting from such trustee's
own willful misfeasance, bad faith or negligence
or by reason of a breach of representation or
warranty thereof contained in the Trust Agreement
or the Indenture, as the case may be. In addition,
any third party creditors of the Trust (other than
in connection with the obligations described in
the provisions in the preceding sentence for which
the Administrator shall not be liable) shall be
deemed to be third party beneficiaries of this
paragraph; and
(E) pay the reasonable expense of any
examination or investigation by the Owner Trustee
undertaken pursuant to Section 7.01(e) of the Trust
Agreement, and if such expense is paid by the Owner
Trustee, then such expense shall be reimbursed by the
Administrator upon demand.
(b) ADDITIONAL DUTIES.
(i) In addition to the duties of the Administrator
set forth above, the Administrator shall perform such
calculations, and shall prepare for execution by the Issuer or
the Owner Trustee 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 or the Owner Trustee to prepare, file or deliver
pursuant to the Basic Documents, and at the request of the
Owner Trustee shall take all appropriate action that it is the
duty of the Issuer or the Owner Trustee to take pursuant to
the Basic Documents. Subject to Section 5 of this Agreement,
and in accordance with the reasonable written directions of
the Owner Trustee, the Administrator shall administer, perform
or supervise the performance of such other activities in
connection with the Collateral (including the Basic Documents)
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.
(ii) Notwithstanding anything in this Agreement or
the Basic Documents to the contrary, the Administrator shall
be responsible for promptly notifying the Owner Trustee in the
event that any withholding tax is imposed on the Issuer's
payments (or allocations of income) to a Certificateholder as
contemplated in Section 5.02(c) of the Trust Agreement. Any
such notice shall specify the amount of any withholding tax
required to be withheld by the Owner Trustee pursuant to such
provision.
(iii) Notwithstanding anything in this Agreement or
the Basic Documents to the contrary, the Administrator shall
be responsible for performance of the duties of the
Administrator set forth in Section 5.04(a), (b), (c) and (d)
of the Trust Agreement with respect to, among other things,
accounting and reports to the Certificate Owners; PROVIDED,
HOWEVER, that the Owner Trustee
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shall remain exclusively responsible for the mailing of the
Schedule K-1s necessary to enable each Certificate Owner to
prepare its federal and state income tax returns.
(iv) The Administrator shall satisfy its obligations
with respect to clauses (ii) and (iii) above by retaining, at
the expense of Administrator, a firm of independent public
accountants (the "Accountants") which shall perform the
obligations of the Administrator thereunder. In connection
with paragraph (ii) above, the Accountants will provide prior
to December 1, 1999, a letter in form and substance
satisfactory to the Owner Trustee as to whether any tax
withholding is then required and, if required, the procedures
to be followed with respect thereto to comply with the
requirements of the Code. The Accountants shall be required to
update the letter in each instance that any additional tax
withholding is subsequently required or any previously
required tax withholding shall no longer be required.
(v) The Administrator shall perform the duties of the
Administrator specified in Section 10.02 of the Trust
Agreement required to be performed in connection with the
resignation or removal of the Owner Trustee, and any other
duties expressly required to be performed by the Administrator
under the Trust Agreement.
(vi) In carrying out the foregoing duties or any of
its other obligations under this Agreement, the Administrator
may enter into transactions with or otherwise deal with any of
its Affiliates; PROVIDED, HOWEVER, that the terms of any such
transactions or dealings shall be in accordance with any
directions received from the Issuer and shall be, in the
Administrator's opinion, no less favorable to the Issuer than
would be available from unaffiliated parties.
(c) NON-MINISTERIAL MATTERS.
(i) With respect to matters that in the reasonable
judgment of the Administrator are non-ministerial, the
Administrator shall not take any action unless within a
reasonable time before the taking of such action the
Administrator shall have notified the Owner Trustee of the
proposed action and the Owner Trustee shall not have withheld
consent or provided an alternative direction, and all
approvals required under the Basic Documents shall have been
obtained. For the purpose of the preceding sentence,
"non-ministerial matters" shall include, without limitation:
(A) the amendment of the Indenture or
execution of any supplement to the Indenture;
(B) 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);
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(C) the amendment, change or
modification of any of the Basic Documents;
(D) the appointment of successor Note
Registrars, successor Paying Agents or successor
Indenture Trustees pursuant to the Indenture or the
appointment of successor Administrators or Successor
Servicers, or the consent to the assignment by the
Note Registrar, Paying Agent or Indenture Trustee of
its obligations, in each case under the Indenture;
and
(E) the removal of the Indenture Trustee.
(ii) Notwithstanding anything to the contrary in this
Agreement, the Administrator shall not be obligated to, and
shall not (x) make any payments to the Noteholders under the
Basic Documents, (y) sell the Trust Estate pursuant to Section
5.04 of the Indenture or (z) take any other action that the
Issuer directs the Administrator not to take on its behalf.
2. RECORDS. The Administrator shall maintain appropriate books of
account and records relating to services performed hereunder, which books of
account and records shall be accessible for inspection by the Issuer, the Owner
Trustee and the Indenture Trustee at any time during normal business hours upon
reasonable advance written notice.
3. COMPENSATION. As compensation for the performance of the
Administrator's obligations under this Agreement and as reimbursement for its
expenses related thereto, the Administrator shall be entitled to a fee of
$200.00 per month which shall be solely an obligation of the Servicer.
4. ADDITIONAL INFORMATION TO BE FURNISHED TO THE ISSUER. The
Administrator shall furnish to the Issuer from time to time such additional
information regarding the Collateral as the Issuer shall reasonably request.
5. INDEPENDENCE OF THE ADMINISTRATOR. For all purposes of this
Agreement, the Administrator shall be an independent contractor and shall not be
subject to the supervision of the Issuer, the Owner Trustee or the Indenture
Trustee with respect to the manner in which it accomplishes the performance of
its obligations hereunder. Unless expressly authorized by the Issuer hereunder
or otherwise, the Administrator shall have no authority to act for or represent
the Issuer, the Owner Trustee or the Indenture Trustee, and shall not otherwise
be or be deemed an agent of the Issuer, the Owner Trustee or the Indenture
Trustee.
6. NO JOINT VENTURE. Nothing contained in this Agreement shall (i)
constitute the Administrator and any of the Issuer, the Owner Trustee or the
Indenture Trustee as members of any partnership, joint venture, association,
syndicate, unincorporated business or other separate entity, (ii) be construed
to impose any liability as such on any of them or (iii) 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.
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7. OTHER ACTIVITIES OF ADMINISTRATOR. Nothing herein shall prevent the
Administrator or its Affiliates from engaging in other businesses or, in its or
their sole discretion, from acting as an administrator for any other person or
entity, or in a similar capacity therefor, even though such person or entity may
engage in business activities similar to those of the Issuer, the Owner Trustee
or the Indenture Trustee.
8. TERM OF AGREEMENT; RESIGNATION AND REMOVAL OF ADMINISTRATOR.
(a) This Agreement shall continue in force until the
termination of the Issuer, upon which event this Agreement shall
automatically terminate.
(b) Subject to Sections 8(e) and 8(f), the Administrator may
resign by providing the Issuer with at least 30 days' prior written
notice.
(c) Subject to Sections 8(e) and 8(f), the Issuer may remove
the Administrator without cause by providing the Administrator at least
30 days' prior written notice.
(d) Subject to Sections 8(e) and 8(f), at the sole option of
the Issuer, the Administrator may be removed immediately upon written
notice of termination from the Issuer to the Administrator if any of
the following events shall occur:
(i) the Administrator shall fail to perform in any
material respect any of its duties under this Agreement and,
after notice of such default, shall not cure such default
within 10 days (or, if such default cannot be cured in such
time, shall not give within such 10 days such assurance of
timely and complete cure as shall be reasonably satisfactory
to the Issuer);
(ii) the entry of a decree or order by a court or
agency or supervisory authority having jurisdiction in the
premises for the appointment of a trustee in bankruptcy,
conservator, receiver or liquidator for the Administrator in
any bankruptcy, insolvency, readjustment of debt, marshalling
of assets and liabilities or similar proceedings, or for the
winding up or liquidation of their respective affairs, and the
continuance of any such decree or order unstayed and in effect
for a period of 90 consecutive days; or
(iii) the consent by the Administrator to the
appointment of a trustee in bankruptcy, conservator or
receiver or liquidator in any bankruptcy, insolvency,
readjustment of debt, marshalling of assets and liabilities or
similar proceedings of or relating to the Administrator of or
relating to substantially all of their property, or the
Administrator shall admit in writing its inability to pay its
debts generally as they become due, file a petition to take
advantage of any applicable insolvency or reorganization
statute, make an assignment for the benefit of its creditors,
or voluntarily suspend payment of its obligations.
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The Administrator agrees that if any of the events
specified in clauses (ii) or (iii) of this Section shall occur, it
shall give written notice thereof to the Issuer, the Owner Trustee and
the Indenture Trustee within seven days after the occurrence of such
event.
(e) 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 Issuer and (ii) such successor
Administrator shall have agreed in writing to be bound by the terms of
this Agreement on substantially the same terms as the Administrator is
bound hereunder.
(f) The appointment of any successor Administrator shall be
effective only after each Rating Agency (other than Moody's) has
provided to the Owner Trustee and the Indenture Trustee notice that the
proposed appointment will not result in the reduction or withdrawal of
any rating then assigned by such Rating Agency to any Class of Notes or
the Certificates. Promptly after the appointment of any successor
Administrator, the Owner Trustee will provide notice of such
appointment to Moody's (so long as Xxxxx'x is then rating any
outstanding Notes).
(g) Subject to Section 8(e) and 8(f), the Administrator
acknowledges that upon the appointment of a Successor Servicer pursuant
to the Sale and Servicing Agreement, the Administrator shall
immediately resign and such Successor Servicer shall automatically
succeed to the rights, duties and obligations of the Administrator
under this Agreement.
9. ACTION UPON TERMINATION, RESIGNATION OR REMOVAL. Promptly upon the
effective date of termination of this Agreement pursuant to Section 8(a) or the
resignation or removal of the Administrator pursuant to Section 8(b) or (c) or
(d), the Administrator shall be entitled to be paid all fees and reimbursable
expenses accruing to it to the date of such termination, resignation or removal.
The Administrator shall forthwith upon such termination pursuant to Section 8(a)
deliver to or to the order of 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) or (d), the Administrator shall 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.
10. NOTICES. Any notice, report or other communication given hereunder
shall be in writing and addressed as follows:
(a) if to the Issuer or the Owner Trustee, to:
Nissan Auto Receivables 1999-A Owner Trust
In care of: Chase Manhattan Bank Delaware
0000 Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Nissan Auto Receivables 1999-A Owner
Trust
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with a copy to
Nissan Auto Receivables 1999-A Owner Trust
In care of: Nissan Motor Acceptance Corporation
000 Xxxx 000xx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxx Xxxxx, General Counsel
(b) if to the Administrator, to:
Nissan Motor Acceptance Corporation
000 Xxxx 000xx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxx Xxxxx, General Counsel
(c) if to the Indenture Trustee, to:
Norwest Bank Minnesota, National Association
Corporate Trust Department
Norwest Center
6th and Marquette
MAC X0000-000
Xxxxxxxxxxx, Xxxxxxxxx 00000-0000
Attention: Nissan Auto Receivables 1999-A Owner
Trust
or to such other address as any party shall have provided to the other parties
in writing. Any notice required to be in writing hereunder shall be deemed given
if such notice is mailed by certified mail, postage prepaid, or hand delivered
to the address of such party as provided above.
11. AMENDMENTS. This Agreement may be amended from time to time by a
written amendment duly executed and delivered by the Issuer, the Administrator,
the Owner Trustee and the Indenture Trustee, without the consent of any
Noteholders or the Certificateholders, for the purpose of adding any provisions
to or modifying or changing in any manner or eliminating any of the provisions
of this Agreement, PROVIDED that such amendment does not and will not, in the
Opinion of Counsel satisfactory to the Indenture Trustee, materially and
adversely affect the interest of any Noteholder or Certificateholder. This
Agreement may also be amended from time to time by the Issuer, the
Administrator, the Owner Trustee and the Indenture Trustee with the consent of
(i) the holders of Notes evidencing a majority of the Outstanding Amount of the
Notes, voting as a single class; or (ii) in the case of any amendment that does
not adversely affect the Indenture Trustee or the Noteholders (as evidenced by
an Officer's Certificate of the Servicer and an outside Opinion of Counsel
indicating that such amendment will not adversely affect the Indenture Trustee
or the Noteholders), the holders of the Certificates evidencing a majority of
the outstanding Certificate Balance of the Certificates (but excluding for
purposes of calculation and action all Certificates held by the Seller, the
Servicer or any of their Affiliates unless at such time all Certificates are
then owned by the Seller, the Servicer and their Affiliates), for the purpose of
adding any provisions to or changing in any
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manner or eliminating any of the provisions of this Agreement or of modifying
in any manner the rights of those Noteholders or Certificateholders which are
not covered by the immediately preceding sentence.
12. SUCCESSOR AND ASSIGNS. This Agreement may not be assigned by the
Administrator unless such assignment is consented to in writing by the Issuer,
the Owner Trustee and the Indenture Trustee, and the conditions precedent to
appointment of a successor Administrator set forth in Section 8 are satisfied.
An assignment with such consent and satisfaction, if accepted by the assignee,
shall bind the assignee hereunder in the same manner as the Administrator is
bound hereunder. Notwithstanding the foregoing, this Agreement may be assigned
by the Administrator without the consent of the Issuer, the Owner Trustee and
the Indenture Trustee to a corporation or other organization that is a successor
(by merger, consolidation or purchase of assets) to the Administrator, provided
that such successor organization executes and delivers to the Issuer, the Owner
Trustee and the Indenture Trustee an agreement in which such corporation or
other organization agrees to be bound hereunder by the terms of said assignment
in the same manner as the Administrator is bound hereunder. Subject to the
foregoing, this Agreement shall bind any successors or assigns of the parties
hereto.
13. GOVERNING LAW. This Agreement shall be governed by and 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 shall be determined in accordance with such laws.
14. HEADINGS. The section headings hereof have been inserted for
convenience of reference only and shall not be construed to affect the meaning,
construction or effect of this Agreement.
15. COUNTERPARTS. This Agreement may be executed in counterparts, each
of which when so executed shall together constitute but one and the same
agreement.
16. SEVERABILITY OF PROVISIONS. If any one or more of the agreements,
provisions or terms of this Agreement shall be for any reason whatsoever held
invalid or unenforceable in any jurisdiction, then such agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or the other rights of
the parties hereto.
17. NOT APPLICABLE TO NMAC IN OTHER CAPACITIES. Nothing in this
Agreement shall affect any obligation, right or benefit NMAC may have in any
other capacity or under any Basic Document.
18. LIMITATION OF LIABILITY OF OWNER TRUSTEE AND INDENTURE TRUSTEE.
Notwithstanding anything contained herein to the contrary, this instrument has
been countersigned by Chase Manhattan Bank Delaware, not in its individual
capacity but solely in its capacity as Owner Trustee of the Issuer, and Norwest
Bank Minnesota, National Association, not in its individual capacity but solely
in its capacity as Indenture Trustee under the Indenture and in
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no event shall Chase Manhattan Bank Delaware in its individual capacity,
Norwest Bank Minnesota, National Association, in its individual capacity, or
any Certificateholder have any liability for the representations, warranties,
covenants, agreements or other obligations of the Issuer hereunder or in any
of the certificates, notices or agreements delivered pursuant hereto, as to
all of which recourse shall be had solely to the assets of the Issuer.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
duly executed and delivered as of the day and year first above written.
NISSAN AUTO RECEIVABLES 1999-A OWNER
TRUST
By: CHASE MANHATTAN BANK DELAWARE
not in its individual capacity but solely as
Owner Trustee
By: /s/ Xxxx X. Xxxxxx
--------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, not in its individual capacity
but solely as Indenture Trustee
By: /s/ X. XXXXXX
--------------------------------------
Name: X. Xxxxxx
Title: Corporate Trust Officer
NISSAN MOTOR ACCEPTANCE
CORPORATION,
as Administrator
By: /s/ XXXXXXXX XXXXXXXXX
--------------------------------------
Name: Xxxxxxxx Xxxxxxxxx
Title: President
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