ADMINISTRATION AGREEMENTFinancial Services Agreement |
|
|
|
You are currently viewing: This Financial Services Agreement involves
NISSAN AUTO RECEIVABLES 2007-A OWNER TRUST | NISSAN MOTOR ACCEPTANCE CORPORATION | WELLS FARGO BANK, NATIONAL ASSOCIATION | WILMINGTON TRUST COMPANY. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
Search Financial Services Agreement by:
Exhibit 4.5
EXECUTION COPY
ADMINISTRATION AGREEMENT
among
NISSAN AUTO RECEIVABLES 2007-A OWNER TRUST,
as Issuer
NISSAN MOTOR ACCEPTANCE CORPORATION,
as Administrator
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Indenture Trustee
and
WILMINGTON TRUST COMPANY,
as Owner Trustee
Dated as of February 22, 2007
(Nissan 2007-A Administration Agreement)
|
|
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 |
|
|
9 |
|
|
9.
ACTION UPON TERMINATION, RESIGNATION OR REMOVAL |
|
|
10 |
|
|
10.
NOTICES |
|
|
10 |
|
|
11.
AMENDMENTS |
|
|
11 |
|
|
12.
SUCCESSOR AND ASSIGNS |
|
|
12 |
|
|
13.
GOVERNING LAW |
|
|
12 |
|
|
14.
NO PETITION |
|
|
12 |
|
|
15.
HEADINGS |
|
|
12 |
|
|
16.
COUNTERPARTS |
|
|
13 |
|
|
17.
SEVERABILITY OF PROVISIONS |
|
|
13 |
|
|
18.
NOT APPLICABLE TO NMAC IN OTHER CAPACITIES |
|
|
13 |
|
|
19.
LIMITATION OF LIABILITY OF OWNER TRUSTEE AND INDENTURE TRUSTEE |
|
|
13 |
|
|
20.
LIMITATION OF RIGHTS |
|
|
13 |
|
(Nissan 2007-A Administration Agreement)
This
ADMINISTRATION AGREEMENT, dated as of February 22, 2007 (this
“Agreement”), among NISSAN AUTO RECEIVABLES 2007-A 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).
WITNESSETH:
WHEREAS,
beneficial ownership interests in the Issuer represented by the Nissan Auto
Receivables 2007-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
February 22, 2007 (the “Trust Agreement”), between Nissan Auto
Receivables Corporation II (“NARC II”), a Delaware corporation, as
depositor, and Wilmington Trust Company, as owner trustee (the “Owner
Trustee”) to the owners thereof (the “Owners”);
WHEREAS,
the Issuer is issuing the Nissan Auto Receivables 2007-A Owner Trust 5.32080%
Asset Backed Notes Class A-1, the Nissan Auto Receivables 2007-A Owner
Trust 5.220% Asset Backed Notes Class A-2, the Nissan Auto Receivables
2007-A Owner Trust 5.100% Asset Backed Notes Class A-3, and the Nissan
Auto Receivables 2007-A Owner Trust Floating Rate Asset Backed Notes
Class A-4 (collectively, the “Notes”) pursuant to the
Indenture, dated as of February 22, 2007 (as amended and supplemented from
time to time, the “Indenture”), between the Issuer and Wells Fargo
Bank, 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 February 22, 2007, among the Issuer,
Nissan Motor Acceptance Corporation (“NMAC”), as servicer, and NARC
II, 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 February 22, 2007 (the “Purchase Agreement”), between NMAC,
as seller, and NARC II, as purchaser, the Trust Agreement, the Indenture, this
Agreement, the Securities Account Control Agreement, the Yield Supplement
Agreement, the Note Depository Agreement, the Sale and Servicing Agreement, and
the ISDA Master Agreement, dated as of February 22, 2007 between HSBC Bank
USA, National Association (the “Swap Counterparty”) and the Trust,
the Schedule and the Credit Support Annex thereto, dated as of
February 22, 2007, and the Confirmations thereto, each dated as of
February 22, 2007, and entered into pursuant to such ISDA Master Agreement
(the “Interest Rate Swap Agreement”) (collectively, the
“Basic Documents”);
WHEREAS,
pursuant to the Basic Documents, the Issuer is required to perform certain
duties in connection with the Certificates, the Notes and the Collateral;
WHEREAS,
the Issuer desires to appoint NMAC as administrator to perform certain of the
duties of the Issuer under the Basic Documents and to provide such additional
services
(Nissan 2007-A Administration Agreement)
consistent with the terms of
this Agreement and the Basic Documents as the Issuer 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 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 under the
Basic Documents 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
Note 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 and the Swap Counterparty 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);
(Nissan 2007-A Administration Agreement)
2
(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);
(Nissan 2007-A Administration Agreement)
3
(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)
preparing and mailing the notification of the Indenture Trustee, the
Noteholders and the Swap Counterparty with respect to special payment dates, if
any (Section 5.04(d));
(Q)
Intentionally Blank
(R)
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);
(S)
preparing Issuer Orders and obtaining Opinions of Counsel with respect to the
execution of any supplemental indentures, and mailing notices to the
Noteholders and the Swap Counterparty with respect thereto (Sections 9.01, 9.02
and 9.03);
(T)
executing and delivering new Notes conforming to the provisions of any
supplemental indenture, as appropriate (Section 9.06);
(U)
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));
(V)
preparing and delivering Officer’s Certificates and obtaining Independent
Certificates, if necessary, for the release of property or securities from the
lien of the Indenture (Section 11.01(c));
(W)
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);
(X)
preparing and delivering to the Noteholders, the Swap Counterparty and the
Indenture Trustee any agreements with respect to alternate payment and notice
provisions (Section 11.06); and
(Y)
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 Trust






