0000950129-06-003402 Sample Contracts

Underwriting Agreement
Underwriting Agreement • March 31st, 2006 • Nissan Auto Receivables Corp Ii • Asset-backed securities • New York
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SALE AND SERVICING AGREEMENT among NISSAN AUTO RECEIVABLES [200_-____] OWNER TRUST, as Issuer, NISSAN AUTO RECEIVABLES CORPORATION II, as Seller, and NISSAN MOTOR ACCEPTANCE CORPORATION, as Servicer Dated as of
Sale and Servicing Agreement • March 31st, 2006 • Nissan Auto Receivables Corp Ii • Asset-backed securities • New York

SALE AND SERVICING AGREEMENT, dated as of ___, among NISSAN AUTO RECEIVABLES [200_-___] OWNER TRUST, a Delaware statutory trust (the “Issuer”), NISSAN AUTO RECEIVABLES CORPORATION II, a Delaware corporation (the “Seller”), and NISSAN MOTOR ACCEPTANCE CORPORATION, a California corporation in its individual capacity (in such capacity, “NMAC”) and as Servicer (in such capacity, the “Servicer”). Capitalized terms used herein without definition shall have the respective meanings assigned to such terms in Article I.

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PURCHASE AGREEMENT between NISSAN MOTOR ACCEPTANCE CORPORATION as Seller, and NISSAN AUTO RECEIVABLES CORPORATION II, as Purchaser Dated as of
Purchase Agreement • March 31st, 2006 • Nissan Auto Receivables Corp Ii • Asset-backed securities • New York

An extra section break has been inserted above this paragraph. Do not delete this section break if you plan to add text after the Table of Contents/Authorities. Deleting this break will cause Table of Contents/Authorities headers and footers to appear on any pages following the Table of Contents/Authorities.

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ADMINISTRATION AGREEMENT among NISSAN AUTO RECEIVABLES [200_-___] OWNER TRUST, as Issuer NISSAN MOTOR ACCEPTANCE CORPORATION, as Administrator [WELLS FARGO BANK, NATIONAL ASSOCIATION], as Indenture Trustee and [WILMINGTON TRUST COMPANY], as Owner...
Administration Agreement • March 31st, 2006 • Nissan Auto Receivables Corp Ii • Asset-backed securities • New York

This ADMINISTRATION AGREEMENT, dated as of ___ (this “Agreement”), among NISSAN AUTO RECEIVABLES [200_-___] OWNER TRUST, a Delaware statutory trust (the “Issuer”), NISSAN MOTOR ACCEPTANCE CORPORATION, a California corporation, as administrator (the “Administrator”), and [WELLS FARGO BANK, NATIONAL ASSOCIATION], a national banking association, not in its individual capacity but solely as Indenture Trustee (as defined below), and [WILMINGTON TRUST COMPANY], a Delaware banking corporation, not in its individual capacity but solely as Owner Trustee (as defined below).

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INDENTURE NISSAN AUTO RECEIVABLES [ ]-[ ] OWNER TRUST as Issuer and [WELLS FARGO BANK, NATIONAL ASSOCIATION] as Indenture Trustee Dated as of [ , ]
Indenture • March 31st, 2006 • Nissan Auto Receivables Corp Ii • Asset-backed securities • New York
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ISDA® International Swap Dealers Association, Inc. MASTER AGREEMENT dated as of
Isda Master Agreement • March 31st, 2006 • Nissan Auto Receivables Corp Ii • Asset-backed securities • New York

[[Cap] [Swap] Counterparty] and Nissan Auto Receivables [ ]-[ ] Owner Trust have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions. Accordingly, the parties agree as follows:

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YIELD SUPPLEMENT AGREEMENT
Yield Supplement Agreement • March 31st, 2006 • Nissan Auto Receivables Corp Ii • Asset-backed securities • New York

[Wells Fargo Bank, National Association] Wells Fargo Center Sixth and Marquette Avenue MAC N9311-161 Minneapolis, MN 55479 Attn: Asset Backed Securities Department

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NISSAN AUTO RECEIVABLES [200_-___] OWNER TRUST (a Delaware Statutory Trust) AMENDED AND RESTATED TRUST AGREEMENT between NISSAN AUTO RECEIVABLES CORPORATION II, as Depositor, and [WILMINGTON TRUST COMPANY], as Owner Trustee Dated as of
Trust Agreement • March 31st, 2006 • Nissan Auto Receivables Corp Ii • Asset-backed securities • Delaware

any Transferred Certificate, any interest in any Transferred Certificate or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to any Transferred Certificate, any interest in any Transferred Certificate or any other similar security with any person in any manner, (d) made any general solicitation by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of any Transferred Certificate under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of any Transferred Certificate a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of any Transferred Certificate pursuant to the Securities Act or any state securities laws.

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TRUST AGREEMENT
Trust Agreement • March 31st, 2006 • Nissan Auto Receivables Corp Ii • Asset-backed securities

THIS TRUST AGREEMENT, dated as of [ , ], between Nissan Auto Receivables Corporation II, a Delaware corporation (the “Company”), and [ ], a [Delaware banking corporation], not in its individual capacity but solely as Owner Trustee (the “Owner Trustee”). The Company and the Owner Trustee hereby agrees as follows:

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