exv10w2






Exhibit 10.2




     [DRAFT DATE]



PURCHASE AGREEMENT




between



NISSAN MOTOR ACCEPTANCE CORPORATION

as Seller,



and



NISSAN AUTO RECEIVABLES CORPORATION II,

as Purchaser



Dated as of [                    ]



(Nissan 20[     ]-[     ] Purchase Agreement)







 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	ARTICLE I CERTAIN DEFINITIONS	 	 	 	 
	 
	 	 	 	 	 	 
	ARTICLE II PURCHASE AND SALE OF RECEIVABLES	 	 	 	 
	2.1
	 	Purchase and Sale of Receivables	 	 	3	 
	 
	 	 	 	 	 	 
	ARTICLE III REPRESENTATIONS AND WARRANTIES	 	 	 	 
	3.1
	 	Warranties of the Purchaser	 	 	4	 
	3.2
	 	Representations and Warranties of the Seller	 	 	5	 
	 
	 	 	 	 	 	 
	ARTICLE IV CONDITIONS	 	 	 	 
	4.1
	 	Conditions to Obligation of the Purchaser	 	 	11	 
	4.2
	 	Conditions to Obligation of the Seller	 	 	11	 
	 
	 	 	 	 	 	 
	ARTICLE V COVENANTS OF THE SELLER	 	 	 	 
	5.1
	 	Protection of Right, Title and Interest	 	 	12	 
	5.2
	 	Other Liens or Interests	 	 	13	 
	5.3
	 	Costs and Expenses	 	 	13	 
	5.4
	 	Indemnification	 	 	13	 
	 
	 	 	 	 	 	 
	ARTICLE VI MISCELLANEOUS PROVISIONS	 	 	 	 
	6.1
	 	Obligations of Seller	 	 	14	 
	6.2
	 	Repurchase Events	 	 	14	 
	6.3
	 	Seller’s Assignment of Purchased Receivables	 	 	15	 
	6.4
	 	Trust	 	 	15	 
	6.5
	 	Amendment	 	 	15	 
	6.6
	 	Accountants’ Letters	 	 	15	 
	6.7
	 	Waivers	 	 	15	 
	6.8
	 	Notices	 	 	16	 
	6.9
	 	Costs and Expenses	 	 	16	 
	6.10
	 	Survival	 	 	16	 
	6.11
	 	Headings and Cross-References	 	 	16	 
	6.12
	 	Governing Law	 	 	16	 
	6.13
	 	Counterparts	 	 	16	 
	6.14
	 	Sale	 	 	16	 
	6.15
	 	[Limitation of Rights	 	 	16	 











-i-









 








PURCHASE AGREEMENT




          This PURCHASE AGREEMENT is made as of [                    ], by and between NISSAN MOTOR
ACCEPTANCE CORPORATION, a California corporation (the “Seller”), having its principal executive
office at One Nissan Way, Franklin, Tennessee 37067, and NISSAN AUTO RECEIVABLES CORPORATION II, a
Delaware corporation (the “Purchaser”), having its principal executive office at One Nissan Way,
Franklin, Tennessee 37067.




          WHEREAS, in the regular course of its business, the Seller purchases certain motor vehicle
retail installment sale contracts secured by new, near-new and used automobiles and light duty
trucks from motor vehicle dealers.




          WHEREAS, the Seller and the Purchaser wish to set forth the terms pursuant to which the
Receivables (as hereinafter defined) and certain other property are to be sold by the Seller to the
Purchaser, which Receivables will be transferred by the Purchaser pursuant to the Sale and
Servicing Agreement (as hereinafter defined), to the NISSAN AUTO
RECEIVABLES 20 [   ]-[   ] OWNER
TRUST, a Delaware statutory trust (the “Trust”), which will issue notes backed by such Receivables
and the other property of the Trust (the “Notes”) and certificates representing fractional
undivided interests in such Receivables and the other property of the Trust (the “Certificates”).




          NOW, THEREFORE, in consideration of the foregoing, other good and valuable consideration, and
the mutual terms and covenants contained herein, the parties hereto agree as follows:




ARTICLE I




CERTAIN DEFINITIONS



          Terms not defined in this Agreement shall have the respective meanings assigned such terms set
forth in the Sale and Servicing Agreement, the Indenture or the Trust Agreement, as the case may
be. As used in this Agreement, the following terms shall, unless the context otherwise requires,
have the following meanings (such meanings to be equally applicable to the singular and plural
forms of the terms defined):




          “Agreement” means this Purchase Agreement and all amendments hereof and supplements
hereto.




          “Assignment” means the document of assignment attached to this Agreement as
Exhibit A.




          [“Cap Provider” means an unaffiliated third party, as cap provider under each Initial
Interest Rate Cap Agreement, or any successor or replacement cap counterparty (including any
Replacement Cap Counterparty) from time to time.]





 









 








          “Certificates” shall have the meaning specified in the introductory paragraphs of this
Agreement.




          “Closing” shall have the meaning specified in Section 2.1(c).




          “Closing Date” means [                    ].




          “Damages” shall have the meaning specified in Section 5.4(a).




          “Indenture” means the Indenture dated as of the Closing Date, between the Trust and
U.S. Bank National Association, as Indenture Trustee.




          [“Initial Cap Provider” means [                                        ], as the Cap Provider under each
Initial Interest Rate Cap Agreement.]




          [“Initial Interest Rate [Swap][Cap] Agreement” means each interest rate [swap][cap]
agreement for a Class of Floating Rate Notes, dated as of the Closing Date, executed between the
Issuer and the Initial [Swap Counterparty][Cap Provider], consisting of an ISDA Master Agreement,
the schedule thereto, the credit support annex thereto, if applicable, and the relevant
confirmation for such Class of Floating Rate Notes, as the same may be amended or supplemented from
time to time in accordance with the terms thereof.]




          [“Initial Swap Counterparty” means [HSBC Bank USA, National Association], as the Swap
Counterparty under each Initial Interest Rate Swap Agreement.]




          [“Interest Rate [Swap][Cap] Agreement(s)” means each Initial Interest Rate [Swap][Cap]
Agreement and Replacement Interest Rate [Swap][Cap] Agreement, if any.]




          “Notes” shall have the meaning specified in the introductory paragraphs of this
Agreement.




          “Prospectus” has the meaning assigned to such term in the Underwriting Agreement.




          “Purchaser” means Nissan Auto Receivables Corporation II, a Delaware corporation, and
its successors and assigns.




          “Receivable” means any retail installment sale contract that appears on the Schedule
of Receivables.




          “Receivables Purchase Price” means $[                    ].




          “Repurchase Event” shall have the meaning specified in Section 6.2.




          “Sale and Servicing Agreement” means the Sale and Servicing Agreement by and among
Nissan Auto Receivables Corporation II, as seller, Nissan Motor Acceptance Corporation, as
servicer, and the Trust dated as of the Closing Date.







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          “Schedule of Receivables” means the schedule of receivables on file with the Indenture
Trustee, as it may be amended from time to time.




          “Securities” means the Notes and the Certificates.




          “Seller” means Nissan Motor Acceptance Corporation, a California corporation, and its
successors and assigns.




          [“Swap Counterparty” means an unaffiliated third party, as swap counterparty under
each Initial Interest Rate Swap Agreement, or any successor or replacement swap counterparty
(including any Replacement Swap Counterparty) from time to time.]




          “Trust” means the Nissan Auto
Receivables 20[   ]-[   ] Owner Trust, a Delaware
statutory trust.




          “Trust Agreement” means the Trust Agreement dated as of [                    ], as amended
by the Amended and Restated Trust Agreement dated as of [                    ], as amended by the
Second Amended and Restated Trust Agreement by and between Nissan Auto Receivables Corporation II,
as seller, and Wilmington Trust Company, as owner trustee, dated as of the Closing Date.




          “UCC” means the Uniform Commercial Code as in effect in the relevant jurisdiction.




          “Underwriting Agreement” means the Underwriting Agreement by and among Banc of America
Securities LLC, as representative of the several underwriters, the Purchaser and the Seller dated
[                    ].




          With respect to all terms in this Agreement, the singular includes the plural and the plural
the singular; words importing any gender include the other genders; references to “writing” include
printing, typing, lithography and other means of reproducing words in a visible form; references to
agreements and other contractual instruments include all subsequent amendments, amendments and
restatements, and supplements thereto or changes therein entered into in accordance with their
respective terms and not prohibited by this Agreement; references to Persons include their
permitted successors and assigns; references to laws include their amendments and supplements, the
rules and regulations thereunder and any successors thereto; the term “including” means “including
without limitation;” and the term “or” is not exclusive.




ARTICLE II




PURCHASE AND SALE OF RECEIVABLES



          2.1 Purchase and Sale of Receivables.




          On the Closing Date, subject to the terms and conditions of this Agreement, the Seller agrees
to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Receivables and
the other property relating thereto (as defined below).







3









 








          (a) Transfer of Receivables. On the Closing Date and simultaneously with the
transactions pursuant to the Sale and Servicing Agreement, the Seller shall sell, transfer, assign
and otherwise convey to the Purchaser, without recourse:





          (i) all right, title and interest of the Seller in and to the Receivables (including
all related Receivable Files) and all monies due thereon or paid thereunder or in respect
thereof after the Cutoff Date;




          (ii) the right of the Seller in the security interests in the Financed Vehicles granted
by the Obligors pursuant to the Receivables and any related property;




          (iii) the right of the Seller in any proceeds from claims on any physical damage,
credit life, credit disability or other insurance policies covering the Financed Vehicles or
the Obligors;




          (iv) the right of the Seller to receive payments in respect of any Dealer Recourse with
respect to the Receivables;




          (v) the right of the Seller to realize upon any property (including the right to
receive future Net Liquidation Proceeds) that shall have secured a Receivable;




          (vi) the right of the Seller in rebates of premiums and other amounts relating to
insurance policies and other items financed under the Receivables in effect as of the
Cut-off Date; and




          (vii) all proceeds of the foregoing;




provided that the Seller shall not be required to deliver to the Purchaser on the
Closing Date monies received in respect of the Receivables after the Cut-off Date and before
the Closing Date but shall or shall cause the Servicer to deposit such monies into the
Collection Account no later than the first Record Date after the Closing Date.



          (b) Receivables Purchase Price. In consideration for the Receivables and other
properties described in Section 2.1(a), the Purchaser shall, on the Closing Date, pay to the
Seller the Receivables Purchase Price. An amount equal to approximately [                    ]% of the
Receivables Purchase Price shall be paid to the Seller in cash by federal wire transfer (same day)
funds. The remaining approximately [                    ]% of the Receivables Purchase Price shall
constitute a capital contribution by the Purchaser to the Seller.




          (c) The Closing. The sale and purchase of the Receivables shall take place at a
closing (the “Closing”) at the offices of Mayer Brown LLP, 350 South Grand Avenue, Los Angeles, CA
90071 on the Closing Date, simultaneously with the closings under: (a) the Sale and Servicing
Agreement pursuant to which (i) the Purchaser will assign all of its right, title and interests in
and to the Receivables and other property conveyed pursuant to Section 2.1(a) to the Trust for the
benefit of the Securityholders [and the [Swap Counterparty][Cap Provider]]; and (ii) the Purchaser
will deposit the foregoing into the Trust in exchange for the Securities; and (b) the Underwriting
Agreement, pursuant to which the Purchaser will sell to the underwriters named therein the Notes.







4









 








ARTICLE III




REPRESENTATIONS AND WARRANTIES



          3.1 Warranties of the Purchaser. The Purchaser hereby represents and warrants to the
Seller as of the date hereof and as of the Closing Date:




          (a) Organization, etc. The Purchaser has been duly organized and is validly existing
as a corporation in good standing under the laws of the State of Delaware, with corporate power and
authority to execute and deliver this Agreement and to perform the terms and provisions hereof.




          (b) Due Authorization and No Violation. This Agreement has been duly authorized,
executed and delivered by the Purchaser, and constitutes a legal, valid and binding obligation of
the Purchaser, enforceable in accordance with its terms, subject to the effect of bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally
and to general equitable principles. The consummation of the transactions contemplated by this
Agreement and the fulfillment of the terms hereof do not conflict with, result in a breach of any
of the terms or provisions of, nor constitute (with or without notice or lapse of time) a default
under, or result in the creation or imposition of any Lien upon any of the property or assets of
the Purchaser pursuant to the terms of, any indenture, mortgage, deed of trust, loan agreement,
guarantee, lease financing agreement or similar agreement or instrument under which the Purchaser
is a debtor or guarantor, nor will such action result in any violation of the provisions of the
Certificate of Incorporation or the By-laws of the Purchaser; which breach, default, conflict, Lien
or violation in any case would have a material adverse effect on the ability of the Purchaser to
perform its obligations under this Agreement.




          (c) No Litigation. There are no proceedings or investigations pending to which the
Purchaser is a party or of which any property of the Purchaser is the subject, and, to the best of
the Purchaser’s knowledge, no such proceedings are threatened or contemplated by governmental
authorities or threatened by others; other than such proceedings that would not have a material
adverse effect upon the ability of the Purchaser to perform its obligations under, or the validity
and enforceability of, this Agreement.




          3.2 Representations and Warranties of the Seller. (a) The Seller hereby represents
and warrants to the Purchaser as of the date hereof and as of the Closing Date:





          (i) Organization, etc. The Seller has been duly organized and is validly
existing as a corporation in good standing under the laws of the State of California and is
in good standing in each jurisdiction in the United States of America in which the conduct
of its business or the ownership of its property requires such qualification and where the
failure to so qualify would have a material adverse effect on the ability of the Seller to
perform its obligations under this Agreement.




          (ii) Power and Authority. The Seller has the corporate power and authority to
sell and assign the property sold and assigned to the Purchaser hereunder and has duly
authorized such sale and assignment to the Purchaser by all necessary corporate



5









 







action. This Agreement has been duly authorized, executed and delivered by the Seller
and constitutes a legal, valid and binding obligation of the Seller, enforceable in
accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors’ rights generally and by general
equitable principles.




          (iii) No Violation. The consummation of the transaction contemplated by this
Agreement, and the fulfillment of the terms hereof, do not conflict with, or result in a
breach of any of the terms or provisions of, nor constitute (with or without notice or lapse
of time) a default under, or result in the creation or imposition of any Lien upon any of
the property or assets of the Seller pursuant to the terms of, any indenture, mortgage, deed
of trust, loan agreement, guarantee, lease financing agreement or similar agreement or
instrument under which the Seller is a debtor or guarantor, nor will such action result in
any violation of the provisions of the Articles of Incorporation or the By-Laws of the
Seller; which breach, default, conflict, Lien or violation in any case would have a material
adverse effect on the ability of the Seller to perform its obligations under this Agreement.




          (iv) No Proceedings. There are no proceedings or investigations pending to
which the Seller is a party or of which any property of the Seller is the subject, and, to
the best of the Seller’s knowledge, no such proceedings are threatened or contemplated by
governmental authorities or threatened by others, other than such proceedings that would not
have a material adverse effect upon the ability of the Seller to perform its obligations
under, or the validity and enforceability of, this Agreement.



          (b) The Seller makes the following representations and warranties as to the Receivables on
which the Purchaser relies in accepting the Receivables. Such representations and warranties speak
as of the execution and delivery of this Agreement, but shall survive the sale, transfer, and
assignment of the Receivables to the Purchaser hereunder and the subsequent assignment and transfer
pursuant to the Sale and Servicing Agreement:





          (i) Characteristics of Receivables. Each Receivable (a) has been originated in
the United States of America by a Dealer for the retail sale of a Financed Vehicle in the
ordinary course of such Dealer’s business, has been fully and properly executed or
authenticated by the parties thereto, has been purchased by the Seller from such Dealer
under an existing dealer agreement with the Seller, and has been validly assigned by such
Dealer to the Seller, (b) created a valid, subsisting and enforceable security interest in
favor of the Seller in such Financed Vehicle, (c) contains customary and enforceable
provisions such that the rights and remedies of the holder thereof are adequate for
realization against the collateral of the benefits of the security, (d) provides for level
monthly payments (provided that the payment in the first or last month in the life
of the Receivable may be minimally different from the level payment) that fully amortize the
Amount Financed over an original term of no greater than [72] payments, and (e) provides for
interest at the related Annual Percentage Rate.




          (ii) Schedule of Receivables. The information set forth in the Schedule of
Receivables was true and correct in all material respects as of the opening of



6









 







business on the Cut-off Date; the Receivables were selected from the Seller’s retail
installment sale contracts meeting the criteria of the Trust set forth in the Sale and
Servicing Agreement; and no selection procedures believed to be adverse to the
Securityholders [and the [Swap Counterparty][Cap Provider]] were utilized in selecting the
Receivables.




          (iii) Compliance with Law. Each Receivable, the origination of such Receivable,
and the sale of the Financed Vehicle complied at the time it was originated or made and at
the execution of this Agreement complies in all material respects with all requirements of
applicable federal, state and local laws, and regulations thereunder, including usury laws,
the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit
Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the
Magnuson-Moss Warranty Act, the Servicemembers Civil Relief Act, the Federal Reserve Board’s
Regulations B and Z, the Gramm-Leach-Bliley Act and state adaptations of the National
Consumer Credit Protection Act and of the Uniform Consumer Credit Code, state “Lemon Laws”
designed to prevent fraud in the sale of automobiles and other consumer credit laws and
equal credit opportunity and disclosure laws.




          (iv) Binding Obligation. Each Receivable represents the genuine, legal, valid
and binding payment obligation in writing of the Obligor, enforceable by the holder thereof
in accordance with its terms, subject to (i) the effect of bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors’ rights generally, (ii)
the effect of general equitable principles and (iii) the potential unenforceability of
waivers of jury trial provisions in certain states.




          (v) Security Interest in Financed Vehicle. (a) Immediately prior to the sale,
assignment and transfer thereof to the Purchaser, each Receivable was secured by a validly
perfected first priority security interest in the Financed Vehicle in favor of the Seller as
secured party or all necessary or all appropriate actions shall have been commenced that
would result in the valid perfection of a first priority security interest in the Financed
Vehicle in favor of the Seller as secured party, and (b) as of the Cut-off Date, according
to the records of the Seller, no Financed Vehicle has been repossessed and the possession
thereof not reinstated.




          (vi) Receivables in Force. No Receivable has been satisfied, subordinated or
rescinded, nor has any Financed Vehicle been released from the lien granted by the related
Receivable in whole or in part.




          (vii) No Waiver. No provision of a Receivable has been waived in such a manner
that is prohibited by the provisions of the Sale and Servicing Agreement or that would cause
such Receivable to fail to meet all of the other requirements and warranties made by the
Seller herein with respect thereto.




          (viii) No Defenses. No Receivable is subject to any right of rescission,
setoff, counterclaim or defense, including the defense of usury, and the operation of any of
the terms of any Receivable, or the exercise of any right thereunder, will not render



7









 







such Receivable unenforceable in whole or in part or subject such Receivable to any
right of rescission, setoff, counterclaim or defense, including the defense of usury, and no
such right of rescission, setoff, counterclaim or defense has been asserted with respect
thereto.




          (ix) No Liens. To the Seller’s knowledge, no liens have been filed for work,
labor or materials relating to a Financed Vehicle that shall be liens prior to, or equal or
coordinate with, the security interest in the Financed Vehicle granted by the Receivable.




          (x) No Default. Except for payment defaults continuing for a period of not
more than 29 days as of the Cut-off Date, no default, breach, violation or event permitting
acceleration under the terms of any Receivable has occurred; and no continuing condition
that with notice or the lapse of time would constitute a default, breach, violation or event
permitting acceleration under the terms of any Receivable has arisen (other than deferrals
and waivers of late payment charges or fees permitted under the Sale and Servicing
Agreement).




          (xi) Insurance. The Seller, in accordance with its customary procedures, has
determined at the time of origination of each Receivable that the related Obligor has agreed
to obtain physical damage insurance covering the Financed Vehicle and the Obligor is
required under the terms of the related Receivable to maintain such insurance.




          (xii) Title. It is the intention of the Seller that the transfer and
assignment herein contemplated constitute a sale of the Receivables from the Seller to the
Purchaser and that the beneficial interest in and title to the Receivables not be part of
the Seller’s estate in the event of the filing of a bankruptcy petition by or against the
Seller under any bankruptcy law. Immediately prior to the transfer and assignment herein
contemplated, the Seller had good and marketable title to each Receivable free and clear of
all Liens and, immediately upon the transfer thereof, the Purchaser shall have good and
marketable title to each Receivable, free and clear of all Liens and rights of others. Each
Receivable File contains the original certificate of title (or a photocopy or image thereof)
or evidence that an application for a certificate of title has been filed. To the extent
that the transfer and assignment contemplated by this Agreement is deemed to be other than a
sale, this Agreement and all filings described under this Agreement create a valid and
continuing security interest (as defined in the applicable UCC) in the Receivables in favor
of the Purchaser, which security interest is prior to all other Liens, and is enforceable as
such against creditors of and purchasers from the Seller.




          (xiii) Lawful Assignment. No Receivable has been originated in, or shall be
subject to the laws of, any jurisdiction under which the sale, transfer and assignment of
such Receivable under this Agreement or pursuant to the Sale and Servicing Agreement are
unlawful, void or voidable.




          (xiv) All Filings Made. All actions have been taken, and all filings
(including, without limitation, UCC filings) necessary in any jurisdiction have been made



8









 







or have been delivered in form suitable for filing to the Purchaser to give the
Purchaser a first priority perfected ownership interest in the Receivables.




          (xv) Chattel Paper. Each Receivable constitutes either a “tangible chattel
paper” or “electronic chattel paper”, as such terms are defined in the UCC, or, in the case
of Receivables that were originated as “electronic chattel paper” and modified via tangible
“records,” as such term is used in the UCC, constitutes a combination of electronic
“records” and tangible “records,” as such term is used in the UCC (herein called “Hybrid
Chattel Paper”).




          (xvi) Simple Interest Receivables. All of the Receivables are Simple Interest
Receivables.




          (xvii) One Original or Authoritative Copy. There is only one original executed
copy of each “tangible record” constituting or forming a part of each Receivable that is
tangible chattel paper and a single “authoritative copy” (as such terms are used in Section
9-105 of the UCC) of each electronic record constituting or forming a part of each
Receivable that is electronic chattel paper. No electronic record constituting or forming a
part of a Receivable that is chattel paper was in the form of a tangible record prior to
being created as an electronic record.




          (xviii) No Amendments. No Receivable has been amended such that the amount of
the Obligor’s Scheduled Payments has been increased.




          (xix) APR. The Annual Percentage Rate of each Receivable equals or exceeds
0.00%.




          (xx) Maturity. As of the Cut-off Date, each Receivable had a remaining term to
maturity of not less than [3] payments and not greater than [70] payments.




          (xxi) Balance. Each Receivable had an original principal balance of not more
than $[                    ] and, as of the Cut-off Date, had a principal balance of not less
than $[                    ] or not more than $[                    ].




          (xxii) Delinquency. No Receivable was more than [29] days past due as of the
Cut-off Date and no Receivable has been extended by more than two months.




          (xxiii) Payment Date. Each Receivable has a first scheduled payment date on or
prior to the end of the first Collection Period.




          (xxiv) Bankruptcy. No Obligor was the subject of a bankruptcy proceeding
(according to the records of the Seller) as of the Cut-off Date.




          (xxv) Transfer. Each Receivable prohibits the sale or transfer of the Financed
Vehicle without the consent of the Seller.



9









 






          (xxvi) New, Near-New and Used Vehicles. Each Financed Vehicle was a new,
near-new or used automobile or light-duty truck at the time the related Obligor executed or
authenticated the retail installment sale contract.




          (xxvii) Origination. Each Receivable has an origination date on or after
[                    ].




          (xxviii) Prepayment. Each Receivable provides that a prepayment by the related
Obligor will fully pay the principal balance and accrued interest through the date of
prepayment based on the Receivable’s Annual Percentage Rate.




          (xxix) Forced-Placed Insurance Premiums. No contract relating to any
Receivable has had forced-placed insurance premiums added to the amount financed.




          (xxx) No Fraud or Misrepresentation. To the knowledge of the Seller, no
Receivable was originated by a Dealer and sold by such Dealer to the Seller with any conduct
constituting fraud or misrepresentation on the part of such Dealer.




          (xxxi) No Further Amounts Owed on the Receivables. No further amounts are owed
by the Seller to any Obligor under the Receivables.




          (xxxii) No Pledge. Other than the security interest granted to the Purchaser
pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security
interest in, or otherwise conveyed any of the Receivables (except that certain Receivables
were conveyed to Nissan Warehouse LLC and reconveyed by Nissan Warehouse LLC to the Seller
in connection with the transactions contemplated under the Note Purchase, Security and
Administration Agreement (Retail Installment Receivables), dated as of August 9, 2001, as
amended, by and among Nissan Warehouse LLC, NMAC, JPMorgan Chase Bank, N.A., formerly known
as Morgan Guaranty Trust Company of New York, and certain purchasers and funding agents
specified therein). The Seller has not authorized the filing of and is not aware of any
financing statements against the Seller that include a description of collateral covering
the Receivables other than any financing statement relating to the security interest granted
to the Purchaser hereunder or a financing statement as to which the security interest
covering the Receivables has been released. The Seller is not aware of any judgment or tax
lien filings against the Seller.




          (xxxiii) Receivable Files. There is no more than one original of each tangible
record or authoritative copy of each electronic record constituting or forming a part of the
Receivable Files, and to the extent that more than one original copy has been, or a tangible
record has been, maintained, and where permitted by law, the Seller has in its possession
all such original copies that constitute or evidence the Receivables. The Seller is
identified as the “owner of record” on all electronic chattel paper, and the Seller has
“control,” as defined in Section 9-105 of the UCC, of all electronic chattel paper and all
electronic records included in Hybrid Chattel Paper. The Receivable Files that constitute
or evidence the Receivables do not have any marks or notations indicating that they have
been pledged, assigned or otherwise conveyed by the Seller to any Person other than the
Purchaser. All financing statements filed or to be filed against the Seller in favor



10









 







of the Purchaser in connection herewith describing the Receivables contain a statement
to the following effect: “A purchase of or security interest in any collateral described in
this financing statement, except as provided in the Purchase Agreement, will violate the
rights of the Purchaser.”




          (xxxiv) No Government Obligors. None of the Receivables shall be due from the
United States or any state, or from any agency, department subdivision or instrumentality
thereof.



ARTICLE IV




CONDITIONS



          4.1 Conditions to Obligation of the Purchaser. The obligation of the Purchaser to
purchase the Receivables and the related property described in Section 2.1(a) is subject to the
satisfaction of the following conditions:




          (a) Representations and Warranties True. The representations and warranties of the
Seller hereunder shall be true and correct in all material respects on the Closing Date with the
same effect as if then made, and the Seller shall have performed in all material respects all
obligations to be performed by it hereunder on or prior to the Closing Date.




          (b) Computer Files Marked. The Seller shall, at its own expense, on or prior to the
Closing Date, indicate in its computer files that the Receivables have been sold to the Purchaser
pursuant to this Agreement and shall deliver to the Purchaser the Schedule of Receivables certified
by an officer of the Seller to be true, correct and complete in all material respects.




          (c) Documents to be delivered by the Seller at the Closing.





          (i) The Assignment. At the Closing, the Seller shall execute and deliver the
Assignment.




          (ii) Evidence of UCC Filing. On or prior to the Closing Date, the Seller shall
record and file, or deliver in a form suitable for filing to the Purchaser, at its own
expense, a UCC-1 financing statement in each jurisdiction in which required by applicable
law, executed by the Seller, as seller or debtor, and naming the Purchaser, as purchaser or
secured party, and the Trust, as assignee of the Purchaser, naming the Receivables and the
other property conveyed hereunder as collateral, meeting the requirements of the laws of
each such jurisdiction and in such manner as is necessary to perfect the sale, transfer,
assignment and conveyance of such Receivables and other property conveyed hereunder to the
Purchaser.




          (iii) Other Documents. At the Closing, the Seller shall deliver such other
documents as the Purchaser may reasonably request.



          (d) Other Transactions. The transactions contemplated by the Sale and Servicing
Agreement shall be consummated on the Closing Date.







11









 








          4.2 Conditions to Obligation of the Seller. The obligation of the Seller to sell the
Receivables and other property conveyed hereunder to the Purchaser is subject to the satisfaction
of the following conditions:




          (a) Representations and Warranties True. The representations and warranties of the
Purchaser hereunder shall be true and correct in all material respects on the Closing Date with the
same effect as if then made, and the Purchaser shall have performed in all material respects all
obligations to be performed by it hereunder on or prior to the Closing Date.




          (b) Receivables Purchase Price. On the Closing Date, the Purchaser shall deliver to
the Seller the Receivables Purchase Price, as provided in Section 2.1(b).




ARTICLE V




COVENANTS OF THE SELLER



          The Seller agrees with the Purchaser as follows; provided, however, that, to
the extent that any provision of this ARTICLE V conflicts with any provision of the Sale and
Servicing Agreement, the Sale and Servicing Agreement shall govern:




          5.1 Protection of Right, Title and Interest.




          (a) The Seller shall execute and file such financing statements and cause to be executed and
filed such continuation statements, all in such manner and in such places as may be required by law
fully to preserve, maintain and protect the interest of the Purchaser in the Receivables, the other
property conveyed hereunder and the proceeds thereof. The Seller shall deliver (or cause to be
delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as
provided above, as soon as available following such filing.




          (b) The Seller shall notify the Purchaser within 30 days after any change of its name,
identity or corporate structure in any manner that would, could or might make any financing
statement or continuation statement filed by the Seller in accordance with paragraph (a) above
seriously misleading within the meaning of Sections 9-506 and 9-507 of the UCC, and shall promptly
file appropriate amendments to all previously filed financing statements or continuation
statements.




          (c) The Seller shall notify the Purchaser of any relocation of its principal executive office
or state of incorporation within 30 days after such relocation, if, as a result of such relocation,
the applicable provisions of the UCC would require the filing of any amendment of any previously
filed financing or continuation statement or of any new financing statement and shall promptly file
any such amendment. The Seller shall at all times maintain its principal executive office within
the United States of America.




          (d) The Seller shall maintain its computer systems so that, from and after the time of sale
hereunder of the Receivables to the Purchaser, the Seller’s master computer records that refer to a
Receivable shall indicate clearly the interest of the Purchaser in such Receivable and that such
Receivable is owned by the Purchaser. The Seller shall at all times maintain (i) control of all
electronic records constituting or forming a part of a Receivable that is electronic






12









 







chattel paper or Hybrid Chattel Paper and (ii) possession of all tangible records constituting
or forming a part of a Receivable that is tangible chattel paper or Hybrid Chattel Paper.




          (e) If at any time the Seller shall propose to sell, grant a security interest in, or
otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or
other transferee, the Seller shall give to such prospective purchaser, lender or other transferee
computer tapes, records or print-outs that, if they shall refer in any manner whatsoever to any
Receivable, shall indicate clearly that such Receivable has been sold and is owned by the
Purchaser.




          (f) The Seller shall permit the Purchaser and its agents at any time during normal business
hours upon reasonable advance notice to inspect, audit and make copies of and abstracts from the
Seller’s records regarding any Receivable.




          5.2 Other Liens or Interests. Except for the conveyances hereunder and contemplated
pursuant to the Sale and Servicing Agreement, the Seller shall not sell, pledge, assign or transfer
to any other Person, or grant, create, incur, assume or suffer to exist any Lien on any interest
therein, and the Seller shall defend the right, title and interest of the Purchaser in, to and
under such Receivables against all claims of third parties claiming through or under the Seller;
provided, however, that the Seller’s obligations under this Section 5.2 shall
terminate upon the termination of the Trust pursuant to the Sale and Servicing Agreement.




          5.3 Costs and Expenses. The Seller agrees to pay all reasonable costs and
disbursements in connection with the perfection, as against all third parties, of the Purchaser’s
right, title and interest in and to the Receivables.




          5.4 Indemnification.




          (a) The Seller shall defend, indemnify and hold harmless the Purchaser from and against any
and all costs, expenses, losses, damages, claims and liabilities (collectively, “Damages”), arising
out of or resulting from the failure of a Receivable to be originated in compliance with all
requirements of law and for any breach of any of the Seller’s representations and warranties
contained herein.




          (b) The Seller shall defend, indemnify and hold harmless the Purchaser from and against any
and all Damages arising out of or resulting from the use, ownership or operation by the Seller or
any affiliate thereof of a Financed Vehicle.




          (c) The Seller shall defend, indemnify and hold harmless the Purchaser from and against any
and all taxes that may at any time be asserted against the Purchaser with respect to the
transactions contemplated herein, including, without limitation, any sales, gross receipts, general
corporation, tangible personal property, privilege, or license taxes (but not including any taxes
asserted with respect to ownership of the Receivables or federal or other taxes arising out of the
transactions contemplated by this Agreement and any related documents) and costs and expenses in
defending against the same.




          (d) The Seller shall defend, indemnify and hold harmless the Purchaser from and against any
and all Damages to the extent that such Damage arose out of, or was imposed






13









 







upon the Purchaser through, the negligence, willful misfeasance or bad faith of the Seller in
the performance of its duties under this Agreement or by reason of reckless disregard of the
Seller’s obligations and duties under this Agreement.




          (e) The Seller shall defend, indemnify and hold harmless the Purchaser from and against all
Damages arising out of or incurred in connection with the acceptance or performance of the Seller’s
trusts and duties as Servicer under the Sale and Servicing Agreement, except to the extent that
such Damages shall be due to the willful misfeasance, bad faith or negligence of the Purchaser.




          These indemnity obligations shall be in addition to any obligation that the Seller may
otherwise have.




          (f) Promptly after receipt by a party indemnified under this Section 5.4 (an “Indemnified
Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim in
respect thereof is to be made against the Seller under this Section 5.4, notify the Seller of the
commencement thereof. If any such action is brought against any Indemnified Party under this
Section 5.4 and it notifies the Seller of the commencement thereof, the Seller will assume the
defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, unless
there is, as evidenced by an opinion of counsel to the Indemnified Party stating that there is an
unwaivable conflict of interest, be counsel to the Indemnifying Party), and the Seller will not be
liable to such Indemnified Party under this Section 5.4 for any legal or other expenses
subsequently incurred by such Indemnified Party in connection with the defense thereof, other than
reasonable costs of investigation. The obligations set forth in this Section 5.4 shall survive the
termination of this Agreement and shall include reasonable fees and expenses of counsel and
expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this
Section 5.4 and the Person to or on behalf of whom such payments are made thereafter collects any
of such amounts from others, such Person shall promptly repay such amounts to the Seller, without
interest (except to the extent received by such Person).




ARTICLE VI




MISCELLANEOUS PROVISIONS



          6.1 Obligations of Seller. The obligations of the Seller under this Agreement shall
not be affected by reason of any invalidity, illegality or irregularity of any Receivable.




          6.2 Repurchase Events. The Seller hereby covenants and agrees with the Purchaser for
the benefit of the Purchaser, the Trust, the Indenture Trustee and the holders of the Securities,
that the occurrence of a breach of any of the Seller’s representations and warranties contained in
Section 3.2(b) shall constitute events obligating the Seller to repurchase Receivables hereunder
(“Repurchase Events”) if the Purchaser is required to repurchase such Receivables pursuant to
Section 3.02 of the Sale and Servicing Agreement, at the amount of the Warranty Purchase Payment
(or, with respect to a breach of Section 3.2(b)(i)(e), at an amount equal to the Warranty Purchase
Payment plus such additional amount as shall be necessary to provide the full amount of interest
contemplated therein to the date of repurchase) from the Purchaser or, as described in Section 6.4
below, from the Trust. The repurchase obligation of the Seller shall






14









 







constitute the sole remedy of the holders of the Securities, the Trust, the Indenture Trustee
and the Purchaser against the Seller with respect to any Repurchase Event.




          6.3 Seller’s Assignment of Purchased Receivables. With respect to all Receivables
repurchased by the Seller pursuant to this Agreement, the Purchaser (without the need of any
further written assignment) shall assign hereby, without recourse, representation or warranty
(other than that it has good and marketable title to such Receivables), to the Seller all the
Purchaser’s right, title and interest in and to such Receivables, and all security and documents
relating thereto.




          6.4 Trust. The Seller acknowledges that the Purchaser will, pursuant to the Sale and
Servicing Agreement, sell the Receivables to the Trust and assign its rights under this Agreement
to the Trust and that the Trust will assign such rights to the Indenture Trustee for the benefit of
the holders of the Notes, and that the representations and warranties contained in this Agreement
and the rights of the Purchaser under Section 6.2 and the obligations under Section 6.3 are
intended to benefit the Trust and the holders of the Securities. The Seller hereby consents to
such sales and assignments.




          6.5 Amendment. This Agreement may be amended from time to time by a written amendment
duly executed and delivered by the Seller and the Purchaser; provided, however,
that any such amendment must be consented to by the Holders of Notes representing a majority of the
Outstanding Amount of the Notes, voting as a single class, or, in the case of any amendment that
does not adversely affect the Indenture Trustee, the Noteholders [or the [Swap Counterparty][Cap
Provider]] (as evidenced by an Officer’s Certificate of the Servicer and an external Opinion of
Counsel indicating that such amendment will not adversely affect the Indenture Trustee, the
Noteholders [or the [Swap Counterparty][Cap Provider]]), the Holders of a majority of the
Certificate Balance [and the [Swap Counterparty][Cap Provider]]. [Notwithstanding the foregoing,
the Issuer shall not amend the Agreement in any way that would materially and adversely affect the
rights of the [Swap Counterparty][Cap Provider] without the consent of the [Swap Counterparty][Cap
Provider]; provided that the [Swap Counterparty’s][Cap Provider’s] consent to any such amendment
shall not be unreasonably withheld, and provided, further that the [Swap Counterparty’s][Cap
Provider’s] consent will be deemed to have been given if the [Swap Counterparty][Cap Provider] does
not object in writing within 10 days of receipt of a written request for such consent.]




          6.6 Accountants’ Letters.




          (a) The Seller will cause Deloitte & Touche LLP to review the characteristics of the
Receivables described in the Schedule of Receivables and to compare those characteristics to the
information with respect to the Receivables contained in the Prospectus.




          (b) The Seller will cooperate with the Purchaser and Deloitte & Touche LLP in making available
all information and taking all steps reasonably necessary to permit such accountants to complete
the review set forth in Section 6.6(a) and to deliver the letters required of them under the
Underwriting Agreement.







15









 








          6.7 Waivers. No failure or delay on the part of the Purchaser in exercising any
power, right or remedy under this Agreement or the Assignment shall operate as a waiver hereof or
thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any
other or further exercise hereof or thereof or the exercise of any other power, right or remedy.
Notwithstanding anything to the contrary, the Purchaser shall not waive any breach of
representations and warranties set forth in Sections 3.2(b)(v),(xii), (xiv), (xv), (xxx) or (xxxi).




          6.8 Notices. All communications and notices pursuant hereto to either party shall be
in writing (including via telecopy or e-mail) and addressed or delivered to it at its address (or
in the case of telecopy, at its telecopy number at such address or in the case of e-mail, to the
e-mail address of the intended recipient) shown in the opening portion of this Agreement or at such
other address as may be designated by it by notice to the other party and, if mailed or delivered,
shall be deemed given when mailed or delivered, or transmitted by telecopy or e-mail.




          6.9 Costs and Expenses. The Seller agrees to pay all expenses incident to the
performance of its obligations under this Agreement and the Seller agrees to pay all reasonable
out-of-pocket costs and expenses of the Purchaser, excluding fees and expenses of counsel, in
connection with the perfection as against third parties of the Purchaser’s right, title and
interest in and to the Receivables and the enforcement of any obligation of the Seller hereunder.




          6.10 Survival. The respective agreements, representations, warranties and other
statements by the Seller and the Purchaser set forth in or made pursuant to this Agreement shall
remain in full force and effect and will survive the Closing.




          6.11 Headings and Cross-References. The various headings in this Agreement are
included for convenience only and shall not affect the meaning or interpretation of any provision
of this Agreement. References in this Agreement to Section names or numbers are to such Sections
of this Agreement.




          6.12 Governing Law. This Agreement and the Assignment shall be governed by and
construed in accordance with the internal laws of the State of New York, without reference to its
conflict of law provisions (other than Section 5-1401 of the General Obligations Law of the State
of New York), and the obligations, rights and remedies of the parties under this Agreement shall be
determined in accordance with such laws.




          6.13 Counterparts. This Agreement may be executed in multiple counterparts and by
different parties on separate counterparts, each of which shall be an original, but all of which
together shall constitute one and the same instrument.




          6.14 Sale. Each party hereto agrees to treat the conveyance under this Agreement as a
sale of the Receivables on all of its relevant books, records, financial statements and other
applicable documents, except to the extent otherwise required by generally accepted accounting
principles. Although the parties hereto intend that the transfer and assignment contemplated by
this Agreement be a sale, in the event such transfer and assignment is deemed to be other than a
sale, the parties intend that all filings described in this Agreement shall give the Purchaser a
first priority perfected security interest in, to and under the Receivables and other property
conveyed hereunder and all proceeds of any of the foregoing. This Agreement shall be






16









 







deemed to be the grant of a security interest from the Seller to the Purchaser, and the
Purchaser shall have all the rights, powers and privileges of a secured party under the UCC.




          6.15 [Limitation of Rights. All of the rights of the [Swap Counterparty][Cap
Provider] in, to and under this Agreement, if any, shall terminate upon the termination of the
Interest Rate [Swap][Cap] Agreement(s) in accordance with the terms thereof and the payment in full
of all amounts owing to the [Swap Counterparty][Cap Provider] under such Interest Rate [Swap][Cap]
Agreement(s).]









17









 








          IN WITNESS WHEREOF, the parties hereto hereby have caused this Agreement to be duly executed
by their respective officers as of the day and year first above written.




	 	 	 	 	 
	 	NISSAN MOTOR ACCEPTANCE CORPORATION

 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NISSAN AUTO RECEIVABLES CORPORATION II

 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



S-1









 






	 	 	 	 	 



Exhibit A




ASSIGNMENT




[                    ]



          For value received, in accordance with the Purchase Agreement, dated as of [                    ]
(the “Purchase Agreement”), between the undersigned (the “Seller”) and Nissan Auto Receivables
Corporation II (the “Purchaser”), the undersigned does hereby sell, assign, transfer and otherwise
convey unto the Purchaser, without recourse, the following:






          (i) all right, title and interest of the Seller in and to the Receivables listed on the
Schedule of Receivables (including all related Receivable Files) and all monies due thereon
or paid thereunder or in respect thereof after the Cut-off Date;




          (ii) the right of the Seller in the security interests in the Financed Vehicles granted
by the Obligors pursuant to the Receivables and any related property;




          (iii) the right of the Seller in any proceeds from claims on any physical damage,
credit life, credit disability or other insurance policies covering the Financed Vehicles or
the Obligors;




          (iv) the right of the Seller to receive payments in respect of any Dealer Recourse with
respect to the Receivables;




          (v) the right of the Seller to realize upon any property (including the right to
receive future Net Liquidation Proceeds) that shall have secured a Receivable;




          (vi) the right of the Seller in rebates of premiums and other amounts relating to
insurance policies and other items financed under the Receivables in effect as of the
Cut-off Date; and




          (vii) all proceeds of the foregoing.



     The foregoing sale does not constitute and is not intended to result in any assumption by the
Purchaser of any obligation of the undersigned to the Obligors, insurers or any other person in
connection with the Receivables, Receivable Files, any insurance policies or any agreement or
instrument relating to any of them.



     This Assignment is made pursuant to and upon the representations, warranties and agreements on
the part of the undersigned contained in the Purchase Agreement and is to be governed by the
Purchase Agreement.



     Capitalized terms used herein and not otherwise defined shall have the respective meanings
assigned to such terms in the Purchase Agreement.



A-1









 





          IN WITNESS WHEREOF, the undersigned has caused this Assignment to be duly executed as of the
day first above written.




	 	 	 	 	 
	 	NISSAN MOTOR ACCEPTANCE

CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




A-2