Exhibit 4.6
Nissan Auto Receivables Corporation II
P.O. Box 685001
Franklin, Tennessee 37068-5001
Dated
as of June 19, 2008
YIELD SUPPLEMENT AGREEMENT
Deutsche
Bank Trust Company Americas
c/o Deutsche Bank National Trust Company
25 DeForest Avenue
Summit, New Jersey 07901
Attn: Structured Finance Services – Nissan Auto
Receivables
2008-B Owner Trust
Nissan
Auto Receivables 2008-B Owner Trust
In care of: Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE 19890
Attn: Nissan Auto Receivables 2008-B Owner Trust
Ladies
and Gentlemen:
Nissan
Auto Receivables Corporation II (the “Company”) hereby
confirms arrangements made as of the date hereof with you, Deutsche
Bank Trust Company Americas, as Indenture Trustee, and Wilmington
Trust Company, as Owner Trustee for the Nissan Auto Receivables
2008-B 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 the Company of
the capital contribution of NMAC in connection with the payment of
the purchase price under the Purchase Agreement. Capitalized terms
used herein and not otherwise defined herein shall have the
respective meanings given to them in the Sale and Servicing
Agreement, dated as of the date hereof, among NMAC, as Servicer,
the Company, and Nissan Auto Receivables 2008-B Owner Trust, as
Issuer (the “Sale and Servicing Agreement”).
1. On or prior to each
Determination Date, the Servicer shall notify the Company and the
Owner Trustee of the “Yield Supplement Deposit” (as
defined below) for the related Distribution Date, the amount on
deposit in the Yield Supplement Account (as defined below), the
Servicing Payment Deposit with respect to the related Distribution
Date and the amount of reinvestment income during the related
Collection Period on the Yield Supplement Account. The “Yield
Supplement Deposit” means, with respect to any Distribution
Date, the amount by
(Nissan 2008-B Yield Supplement Agreement)
which
(i) the aggregate amount of interest that would have been due
during the related Collection Period on all Yield Supplemented
Receivables (as defined below) if such Yield Supplemented
Receivables bore interest at the Required Rate (as defined below)
exceeds (ii) the amount of interest accrued on such Yield
Supplemented Receivables at their respective APRs and due during
such Collection Period. “Required Rate” means, with
respect to each Collection Period, 5.70%. “Yield Supplemented
Receivable” means any Receivable that has an APR less than
the Required Rate.
2. On or before the date hereof,
the Owner Trustee shall establish and maintain with the Securities
Intermediary and pledge to the Indenture Trustee a segregated trust
account in the name of the Indenture Trustee for the benefit of the
Noteholders (the “Yield Supplement Account”) in
accordance with the Securities Account Control Agreement to secure
the payment of interest on the Notes, or such other account as may
be acceptable to the Rating Agencies, and the Trust hereby grants
to the Indenture Trustee for the benefit of the Noteholders a first
priority security interest in the Yield Supplement Account and the
monies on deposit and the other property that from time to time
comprise the Yield Supplement Account (including the Initial Yield
Supplement Amount), and any and all proceeds thereof (collectively,
the “Yield Supplement Account Property”). The Indenture
Trustee shall possess all of the rights of a secured party under
the UCC with respect thereto. The Yield Supplement Account Property
and the Yield Supplement Account shall be under the sole dominion
and control of the Indenture Trustee. Neither the Company, the
Trust nor any Person claiming by, through or under the Company or
the Trust shall have any right, title or interest in, any control
over the use of, or any right to withdraw amounts from, the Yield
Supplement Account Property or the Yield Supplement Account. All
Yield Supplement Account Property in the Yield Supplement Account
shall be applied by the Relevant Trustee as specified in this Yield
Supplement Agreement and the Sale and Servicing Agreement. The
Relevant Trustee shall, not later than 5:00 P.M., New York City
time on the Business Day preceding eac
