0001193125-12-425346 Sample Contracts

NISSAN AUTO RECEIVABLES 20[ ]-[ ] OWNER TRUST (a Delaware Statutory Trust) AMENDED AND RESTATED TRUST AGREEMENT between NISSAN AUTO RECEIVABLES CORPORATION II, as Depositor, and [WILMINGTON TRUST, NATIONAL ASSOCIATION], as Owner Trustee Dated as of [ ]
Trust Agreement • October 17th, 2012 • Nissan Auto Receivables Corp Ii • Asset-backed securities • Delaware

AMENDED AND RESTATED TRUST AGREEMENT, dated as of [ ] (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between NISSAN AUTO RECEIVABLES CORPORATION II, a Delaware corporation, as depositor (the “Depositor), and [WILMINGTON TRUST, NATIONAL ASSOCIATION], a national banking association with trust powers, not in its individual capacity but solely as owner trustee (in such capacity, the “Owner Trustee”), amending and restating in its entirety the Trust Agreement, dated as of [ ] (the “Original Trust Agreement”), between the same parties, and herein referred to as the “Trust Agreement” or this “Agreement.”

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SALE AND SERVICING AGREEMENT among NISSAN AUTO RECEIVABLES 20[ ]-[ ] 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 • October 17th, 2012 • Nissan Auto Receivables Corp Ii • Asset-backed securities • New York

SALE AND SERVICING AGREEMENT, dated as of [ ] (this “Agreement”), among NISSAN AUTO RECEIVABLES 20[ ]-[ ] 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.

ADMINISTRATION AGREEMENT among NISSAN AUTO RECEIVABLES 20[ ]-[ ] OWNER TRUST as Issuer NISSAN MOTOR ACCEPTANCE CORPORATION, as Administrator as Indenture Trustee and [WILMINGTON TRUST, NATIONAL ASSOCIATION], as Owner Trustee Dated as of [ ]
Administration Agreement • October 17th, 2012 • Nissan Auto Receivables Corp Ii • Asset-backed securities • New York

This ADMINISTRATION AGREEMENT, dated as of [ ] (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), among NISSAN AUTO RECEIVABLES 20[ ]-[ ] OWNER TRUST, a Delaware statutory trust (the “Issuer”), NISSAN MOTOR ACCEPTANCE CORPORATION, a California corporation, as administrator (the “Administrator”), and [ ], a national banking association, not in its individual capacity but solely as Indenture Trustee (as defined below), and [WILMINGTON TRUST, NATIONAL ASSOCIATION], a national banking association with trust powers, not in its individual capacity but solely as Owner Trustee (as defined below).

YIELD SUPPLEMENT AGREEMENT
Yield Supplement Agreement • October 17th, 2012 • Nissan Auto Receivables Corp Ii • Asset-backed securities • New York

Nissan Auto Receivables Corporation II (the “Company”) hereby confirms arrangements made as of the date hereof with you, [ ], as Indenture Trustee, and [Wilmington Trust, National Association], as Owner Trustee for the Nissan Auto Receivables 20[ ]-[ ] Owner Trust (the “Trust”), for the benefit of the Noteholders, to be effective upon (i) receipt by the Company of the enclosed copy of this letter agreement (the “Yield Supplement Agreement”), executed by Nissan Motor Acceptance Corporation (“NMAC”), the Indenture Trustee and the Owner Trustee, (ii) execution of the Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), between the Company and NMAC, (iii) receipt by NMAC of the payment by the Company of the purchase price under the Purchase Agreement, and (iv) the receipt by NMAC of the capital contribution of the Company in connection with the payment of the purchase price under the Purchase Agreement. Capitalized terms used herein and not otherwise defined herein s

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