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EXHIBIT 4.7




(Multicurrency—Cross Border)




ISDA®

International Swap Dealers Association, Inc.



MASTER AGREEMENT

dated as of                     


[[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:



1. Interpretation



(a) Definitions. The terms defined in Section 14 and in the Schedule will have the meanings
therein specified for the purpose of this Master Agreement.



(b) Inconsistency. In the event of any inconsistency between the provisions of the Schedule and
the other provisions of this Master Agreement, the Schedule will prevail. In the event of any
inconsistency between the provisions of any Confirmation and this Master Agreement (including the
Schedule), such Confirmation will prevail for the purpose of the relevant Transaction.



(c) Single Agreement. All Transactions are entered into in reliance on the fact that this Master
Agreement and all Confirmations form a single agreement between the parties (collectively referred
to as this “Agreement”), and the parties would not otherwise enter into any Transactions.




2. Obligations



(a) General Conditions.





(i) Each party will make each payment or delivery specified in each Confirmation to be made
by it, subject to the other provisions of this Agreement.




(ii) Payments under this Agreement will be made on the due date for value on that date in
the place of the account specified in the relevant Confirmation or otherwise pursuant to
this Agreement, in freely transferable funds and in the manner customary for payments in the
required currency. Where settlement is by delivery (that is, other than by payment), such
delivery will be made for receipt on the due date in the manner customary



 









 







for the relevant obligation unless otherwise specified in the relevant Confirmation or
elsewhere in this Agreement.




(iii) Each obligation of each party under Section 2(a)(i) is subject to (1) the condition
precedent that no Event of Default or Potential Event of Default with respect to the other
party has occurred and is continuing, (2) the condition precedent that no Early Termination
Date in respect of the relevant Transaction has occurred or been effectively designated and
(3) each other applicable condition precedent specified in this Agreement.


(b) Change of Account. Either party may change its account for receiving a payment or delivery by
giving notice to the other party at least five Local Business Days prior to the scheduled date for
the payment or delivery to which such change applies unless such other party gives timely notice of
a reasonable objection to such change.



(c) Netting. If on any date amounts would otherwise be payable:




     (i) in the same currency; and



     (ii) in respect of the same Transaction,


by each party to the other, then, on such date, each party’s obligation to make payment of any such
amount will be automatically satisfied and discharged and, if the aggregate amount that would
otherwise have been payable by one party exceeds the aggregate amount that would otherwise have
been payable by the other party, replaced by an obligation upon the party by whom the larger
aggregate amount would have been payable to pay to the other party the excess of the larger
aggregate amount over the smaller aggregate amount.



The parties may elect in respect of two or more Transactions that a net amount will be determined
in respect of all amounts payable on the same date in the same currency in respect of such
Transactions, regardless of whether such amounts are payable in respect of the same Transaction.
The election may be made in the Schedule or a Confirmation by specifying that subparagraph (ii)
above will not apply to the Transactions identified as being subject to the election, together with
the starting date (in which case subparagraph (ii) above will not, or will cease to, apply to such
Transactions from such date). This election may be made separately for different groups of
Transactions and will apply separately to each pairing of Offices through which the parties make
and receive payments or deliveries.



(d) Deduction or Withholding for Tax.





(i) Gross-Up. All payments under this Agreement will be made without any deduction or
withholding for or on account of any Tax unless such deduction or withholding is required by
any applicable law, as modified by the practice of any relevant governmental revenue
authority, then in effect. If a party is so required to deduct or withhold, then that party
(“X”) will:




(1) promptly notify the other party (“Y”) of such requirement;



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(2) pay to the relevant authorities the full amount required to be deducted or
withheld (including the full amount required to be deducted or withheld from any
additional amount paid by X to Y under this Section 2(d)) promptly upon the earlier
of determining that such deduction or withholding is required or receiving notice
that such amount has been assessed against Y;




(3) promptly forward to Y an official receipt (or a certified copy), or other
documentation reasonably acceptable to Y, evidencing such payment to such
authorities; and




(4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to
which Y is otherwise entitled under this Agreement, such additional amount as is
necessary to ensure that the net amount actually received by Y (free and clear of
Indemnifiable Taxes, whether assessed against X or Y) will equal the full amount Y
would have received had no such deduction or withholding been required. However, X
will not be required to pay any additional amount to Y to the extent that it would
not be required to be paid but for:




(A) the failure by Y to comply with or perform any agreement contained in
Section 4(a)(i), 4(a)(iii) or 4(d); or




(B) the failure of a representation made by Y pursuant to Section 3(f) to be
accurate and true unless such failure would not have occurred but for (I)
any action taken by a taxing authority, or brought in a court of competent
jurisdiction, on or after the date on which a Transaction is entered into
(regardless of whether such action is taken or brought with respect to a
party to this Agreement) or (II) a Change in Tax Law.




(ii) Liability. If:




(1) X is required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, to make any deduction or withholding in respect of
which X would not be required to pay an additional amount to Y under Section
2(d)(i)(4);




(2) X does not so deduct or withhold; and




(3) a liability resulting from such Tax is assessed directly against X,




then, except to the extent Y has satisfied or then satisfies the liability resulting from
such Tax, Y will promptly pay to X the amount of such liability (including any related
liability for interest, but including any related liability for penalties only if Y has
failed to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or
4(d)).


(e) Default Interest; Other Amounts. Prior to the occurrence or effective designation of an Early
Termination Date in respect of the relevant Transaction, a party that defaults in the performance
of any payment obligation will, to the extent permitted by law and subject to Section 6(c), be
required to pay interest (before as well as after judgment) on the overdue amount


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to the other party on demand in the same currency as such overdue amount, for the period from (and
including) the original due date for payment to (but excluding) the date of actual payment, at the
Default Rate. Such interest will be calculated on the basis of daily compounding and the actual
number of days elapsed. If, prior to the occurrence or effective designation of an Early
Termination Date in respect of the relevant Transaction, a party defaults in the performance of any
obligation required to be settled by delivery, it will compensate the other party on demand if and
to the extent provided for in the relevant Confirmation or elsewhere in this Agreement.




3. Representations



Each party represents to the other party (which representations will be deemed to be repeated by
each party on each date on which a Transaction is entered into and, in the case of the
representations in Section 3(f), at all times until the termination of this Agreement) that:



(a) Basic Representations.





(i) Status. It is duly organized and validly existing under the laws of the jurisdiction of
its organization or incorporation and, if relevant under such laws, in good standing;




(ii) Powers. It has the power to execute this Agreement and any other documentation
relating to this Agreement to which it is a party, to deliver this Agreement and any other
documentation relating to this Agreement that it is required by this Agreement to deliver
and to perform its obligations under this Agreement and any obligations it has under any
Credit Support Document to which it is a party and has taken all necessary action to
authorize such execution, delivery and performance;




(iii) No Violation or Conflict. Such execution, delivery and performance do not violate or
conflict with any law applicable to it, any provision of its constitutional documents, any
order or judgment of any court or other agency of government applicable to it or any of its
assets or any contractual restriction binding on or affecting it or any of its assets;




(iv) Consents. All governmental and other consents that are required to have been obtained
by it with respect to this Agreement or any Credit Support Document to which it is a party
have been obtained and are in full force and effect and all conditions of any such consents
have been complied with; and




(v) Obligations Binding. Its obligations under this Agreement and any Credit Support
Document to which it is a party constitute its legal, valid and binding obligations,
enforceable in accordance with their respective terms (subject to applicable bankruptcy,
reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally
and subject, as to enforceability, to equitable principles of general application
(regardless of whether enforcement is sought in a proceeding in equity or at law)).


(b) Absence of Certain Events. No Event of Default or Potential Event of Default or, to its
knowledge, Termination Event with respect to it has occurred and is continuing and no such event or
circumstance would occur as a result of its entering into or performing its obligations under this
Agreement or any Credit Support Document to which it is a party.




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(c) Absence of Litigation. There is not pending or, to its knowledge, threatened against it or any
of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal,
governmental body, agency or official or any arbitrator that is likely to affect the legality,
validity or enforceability against it of this Agreement or any Credit Support Document to which it
is a party or its ability to perform its obligations under this Agreement or such Credit Support
Document.



(d) Accuracy of Specified Information. All applicable information that is furnished in writing by
or on behalf of it to the other party and is identified for the purpose of this Section 3(d) in the
Schedule is, as of the date of the information, true, accurate and complete in every material
respect.



(e) Payer Tax Representation. Each representation specified in the Schedule as being made by it for
the purpose of this Section 3(e) is accurate and true.



(f) Payee Tax Representations. Each representation specified in the Schedule as being made by it
for the purpose of this Section 3(f) is accurate and true.




4. Agreements



Each party agrees with the other that, so long as either party has or may have any obligation under
this Agreement or under any Credit Support Document to which it is a party:



(a) Furnish Specified Information. It will deliver to the other party or, in certain cases under
subparagraph (iii) below, to such government or taxing authority as the other party reasonably
directs:





(i) any forms, documents or certificates relating to taxation specified in the Schedule or
any Confirmation;




(ii) any other documents specified in the Schedule or any Confirmation; and




(iii) upon reasonable demand by such other party, any form or document that may be required
or reasonably requested in writing in order to allow such other party or its Credit Support
Provider to make a payment under this Agreement or any applicable Credit Support Document
without any deduction or withholding for or on account of any Tax or with such deduction or
withholding at a reduced rate (so long as the completion, execution or submission of such
form or document would not materially prejudice the legal or commercial position of the
party in receipt of such demand), with any such form or document to be accurate and
completed in a manner reasonably satisfactory to such other party and to be executed and to
be delivered with any reasonably required certification,


in each case by the date specified in the Schedule or such Confirmation or, if none is specified,
as soon as reasonably practicable.



(b) Maintain Authorizations. It will use all reasonable efforts to maintain in full force and
effect all consents of any governmental or other authority that are required to be obtained by it
with respect to this Agreement or any Credit Support Document to which it is a party and will use
all reasonable efforts to obtain any that may become necessary in the future.




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(c) Comply with Laws. It will comply in all material respects with all applicable laws and orders
to which it may be subject if failure so to comply would materially impair its ability to perform
its obligations under this Agreement or any Credit Support Document to which it is a party.



(d) Tax Agreement. It will give notice of any failure of a representation made by it under Section
3(f) to be accurate and true promptly upon learning of such failure.



(e) Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax levied or imposed upon
it or in respect of its execution or performance of this Agreement by a jurisdiction in which it is
incorporated, organized, managed and controlled, or considered to have its seat, or in which a
branch or office through which it is acting for the purpose of this Agreement is located (“Stamp
Tax Jurisdiction”) and will indemnify the other party against any Stamp Tax levied or imposed upon
the other party or in respect of the other party’s execution or performance of this Agreement by
any such Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the
other party.




5. Events of Default and Termination Events



(a) Events of Default. The occurrence at any time with respect to a party or, if applicable, any
Credit Support Provider of such party or any Specified Entity of such party of any of the following
events constitutes an event of default (an “Event of Default”) with respect to such party:





(i) Failure to Pay or Deliver. Failure by the party to make, when due, any payment under
this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by it if such
failure is not remedied on or before the third Local Business Day after notice of such
failure is given to the party;




(ii) Breach of Agreement. Failure by the party to comply with or perform any agreement or
obligation (other than an obligation to make any payment under this Agreement or delivery
under Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or
obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the
party in accordance with this Agreement if such failure is not remedied on or before the
thirtieth day after notice of such failure is given to the party;




(iii) Credit Support Default.




(1) Failure by the party or any Credit Support Provider of such party to comply with
or perform any agreement or obligation to be complied with or performed by it in
accordance with any Credit Support Document if such failure is continuing after any
applicable grace period has elapsed;



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(2) the expiration or termination of such Credit Support Document or the failing or
ceasing of such Credit Support Document to be in full force and effect for the
purpose of this Agreement (in either case other than in accordance with its terms)
prior to the satisfaction of all obligations of such party under each Transaction to
which such Credit Support Document relates without the written consent of the other
party; or




(3) the party or such Credit Support Provider disaffirms, disclaims, repudiates or
rejects, in whole or in part, or challenges the validity of, such Credit Support
Document;




(iv) Misrepresentation. A representation (other than a representation under Section 3(e) or
(f)) made or repeated or deemed to have been made or repeated by the party or any Credit
Support Provider of such party in this Agreement or any Credit Support Document proves to
have been incorrect or misleading in any material respect when made or repeated or deemed to
have been made or repeated;




(v) Default under Specified Transaction. The party, any Credit Support Provider of such
party or any applicable Specified Entity of such party (1) defaults under a Specified
Transaction and, after giving effect to any applicable notice requirement or grace period,
there occurs a liquidation of, an acceleration of obligations under, or an early termination
of, that Specified Transaction, (2) defaults, after giving effect to any applicable notice
requirement or grace period, in making any payment or delivery due on the last payment,
delivery or exchange date of, or any payment on early termination of, a Specified
Transaction (or such default continues for at least three Local Business Days if there is no
applicable notice requirement or grace period) or (3) disaffirms, disclaims, repudiates or
rejects, in whole or in part, a Specified Transaction (or such action is taken by any person
or entity appointed or empowered to operate it or act on its behalf);




(vi) Cross Default. If “Cross Default” is specified in the Schedule as applying to the
party, the occurrence or existence of (1) a default, event of default or other similar
condition or event (however described) in respect of such party, any Credit Support Provider
of such party or any applicable Specified Entity of such party under one or more agreements
or instruments relating to Specified Indebtedness of any of them (individually or
collectively) in an aggregate amount of not less than the applicable Threshold Amount (as
specified in the Schedule) which has resulted in such Specified Indebtedness becoming, or
becoming capable at such time of being declared, due and payable under such agreements or
instruments, before it would otherwise have been due and payable or (2) a default by such
party, such Credit Support Provider or such Specified Entity (individually or collectively)
in making one or more payments on the due date thereof in an aggregate amount of not less
than the applicable Threshold Amount under such agreements or instruments (after giving
effect to any applicable notice requirement or grace period);




(vii)
Bankruptcy. The party, any Credit Support Provider of such party or any applicable
Specified Entity of such party:



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(1) is dissolved (other than pursuant to a consolidation, amalgamation or merger);
(2) becomes insolvent or is unable to pay its debts or fails or admits in writing
its inability generally to pay its debts as they become due; (3) makes a general
assignment, arrangement or composition with or for the benefit of its creditors; (4)
institutes or has instituted against it a proceeding seeking a judgment of
insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law
or other similar law affecting creditors’ rights, or a petition is presented for its
winding-up or liquidation, and, in the case of any such proceeding or petition
instituted or presented against it, such proceeding or petition (A) results in a
judgment of insolvency or bankruptcy or the entry of an order for relief or the
making of an order for its winding-up or liquidation or (B) is not dismissed,
discharged, stayed or restrained in each case within 30 days of the institution or
presentation thereof; (5) has a resolution passed for its winding-up, official
management or liquidation (other than pursuant to a consolidation, amalgamation or
merger); (6) seeks or becomes subject to the appointment of an administrator,
provisional liquidator, conservator, receiver, trustee, custodian or other similar
official for it or for all or substantially all its assets; (7) has a secured party
take possession of all or substantially all its assets or has a distress, execution,
attachment, sequestration or other legal process levied, enforced or sued on or
against all or substantially all its assets and such secured party maintains
possession, or any such process is not dismissed, discharged, stayed or restrained,
in each case within 30 days thereafter; (8) causes or is subject to any event with
respect to it which, under the applicable laws of any jurisdiction, has an analogous
effect to any of the events specified in clauses (1) to (7) (inclusive); or (9)
takes any action in furtherance of, or indicating its consent to, approval of, or
acquiescence in, any of the foregoing acts; or




(viii) Merger Without Assumption. The party or any Credit Support Provider of such party
consolidates or amalgamates with, or merges with or into, or transfers all or substantially
all its assets to, another entity and, at the time of such consolidation, amalgamation,
merger or transfer:




(1) the resulting, surviving or transferee entity fails to assume all the
obligations of such party or such Credit Support Provider under this Agreement or
any Credit Support Document to which it or its predecessor was a party by operation
of law or pursuant to an agreement reasonably satisfactory to the other party to
this Agreement; or




(2) the benefits of any Credit Support Document fail to extend (without the consent
of the other party) to the performance by such resulting, surviving or transferee
entity of its obligations under this Agreement.


(b) Termination Events. The occurrence at any time with respect to a party or, if applicable, any
Credit Support Provider of such party or any Specified Entity of such party of any event specified
below constitutes an Illegality if the event is specified in (i) below, a Tax Event if the


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event is
specified in (ii) below or a Tax Event Upon Merger if the event is specified in (iii) below, and,
if specified to be applicable, a Credit Event Upon Merger if the event is specified
pursuant to (iv) below or an Additional Termination Event if the event is specified pursuant to (v)
below:





(i) Illegality. Due to the adoption of, or any change in, any applicable law after the date
on which a Transaction is entered into, or due to the promulgation of, or any change in, the
interpretation by any court, tribunal or regulatory authority with competent jurisdiction of
any applicable law after such date, it becomes unlawful (other than as a result of a breach
by the party of Section 4(b)) for such party (which will be the Affected Party):




(1) to perform any absolute or contingent obligation to make a payment or delivery
or to receive a payment or delivery in respect of such Transaction or to comply with
any other material provision of this Agreement relating to such Transaction; or




(2) to perform, or for any Credit Support Provider of such party to perform, any
contingent or other obligation which the party (or such Credit Support Provider) has
under any Credit Support Document relating to such Transaction;




(ii) Tax Event. Due to (x) any action taken by a taxing authority, or brought in a court of
competent jurisdiction, on or after the date on which a Transaction is entered into
(regardless of whether such action is taken or brought with respect to a party to this
Agreement) or (y) a Change in Tax Law, the party (which will be the Affected Party) will, or
there is a substantial likelihood that it will, on the next succeeding Scheduled Payment
Date (1) be required to pay to the other party an additional amount in respect of an
Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section
2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount is required to be
deducted or withheld for or on account of a Tax (except in respect of interest under Section
2(e), 6(d)(ii) or 6(e)) and no additional amount is required to be paid in respect of such
Tax under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A) or (B));




(iii) Tax Event Upon Merger. The party (the “Burdened Party”) on the next succeeding
Scheduled Payment Date will either (1) be required to pay an additional amount in respect of
an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section
2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has been deducted or
withheld for or on account of any Indemnifiable Tax in respect of which the other party is
not required to pay an additional amount (other than by reason of Section 2(d)(i)(4)(A) or
(B)), in either case as a result of a party consolidating or amalgamating with, or merging
with or into, or transferring all or substantially all its assets to, another entity (which
will be the Affected Party) where such action does not constitute an event described in
Section 5(a)(viii);




(iv) Credit Event Upon Merger. If “Credit Event Upon Merger” is specified in the Schedule
as applying to the party, such party (“X”), any Credit Support Provider of X or any
applicable Specified Entity of X consolidates or amalgamates with, or merges with or into,
or transfers all or substantially all its assets, to, another entity and such action does
not constitute an event described in Section 5(a)(viii) but the creditworthiness of the



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resulting, surviving or transferee entity is materially weaker than that of X, such Credit
Support Provider or such Specified Entity, as the case may be, immediately prior to such
action (and, in such event, X or its successor or transferee, as appropriate, will be the
Affected Party); or




(v) Additional Termination Event. If any “Additional Termination Event” is specified in the
Schedule or any Confirmation as applying, the occurrence of such event (and, in such event,
the Affected Party or Affected Parties shall be as specified for such Additional Termination
Event in the Schedule or such Confirmation).


(c) Event of Default and Illegality. If an event or circumstance which would otherwise constitute
or give rise to an Event of Default also constitutes an Illegality, it will be treated as an
Illegality and will not constitute an Event of Default.




6. Early Termination



(a) Right to Terminate Following Event of Default. If at any time an Event of Default with respect
to a party (the “Defaulting Party”) has occurred and is then continuing, the other party (the
“Non-defaulting Party”) may, by not more than 20 days notice to the Defaulting Party specifying the
relevant Event of Default, designate a day not earlier than the day such notice is effective as an
Early Termination Date in respect of all outstanding Transactions. If, however, “Automatic Early
Termination” is specified in the Schedule as applying to a party, then an Early Termination Date in
respect of all outstanding Transactions will occur immediately upon the occurrence with respect to
such party of an Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the
extent analogous thereto, (8), and as of the time immediately preceding the institution of the
relevant proceeding or the presentation of the relevant petition upon the occurrence with respect
to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent analogous
thereto, (8).



(b) Right to Terminate Following Termination Event.





(i) Notice. If a Termination Event occurs, an Affected Party will, promptly upon becoming
aware of it, notify the other party, specifying the nature of that Termination Event and
each Affected Transaction and will also give such other information about that Termination
Event as the other party may reasonably require.




(ii) Transfer to Avoid Termination Event. If either an Illegality under Section 5(b)(i)(1)
or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger
occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition
to its right to designate an Early Termination Date under Section 6(b)(iv), use all
reasonable efforts (which will not require such party to incur a loss, excluding immaterial,
incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i)
all its rights and obligations under this Agreement in respect of the Affected Transactions
to another of its Offices or Affiliates so that such Termination Event ceases to exist.



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If the Affected Party is not able to make such a transfer it will give notice to the other
party to that effect within such 20 day period, whereupon the other party may effect such a
transfer within 30 days after the notice is given under Section 6(b)(i).




Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional
upon the prior written consent of the other party, which consent will not be withheld if
such other party’s policies in effect at such time would permit it to enter into
transactions with the transferee on the terms proposed.




(iii) Two Affected Parties. If an Illegality under Section 5(b)(i)(1) or a Tax Event occurs
and there are two Affected Parties, each party will use all reasonable efforts to reach
agreement within 30 days after notice thereof is given under Section 6(b)(i) on action to
avoid that Termination Event.




(iv) Right to Terminate. If:




(1) a transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as
the case may be, has not been effected with respect to all Affected Transactions
within 30 days after an Affected Party gives notice under Section 6(b)(i); or




(2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or an
Additional Termination Event occurs, or a Tax Event Upon Merger occurs and the
Burdened Party is not the Affected Party,




either party in the case of an Illegality, the Burdened Party in the case of a Tax Event Upon
Merger, any Affected Party in the case of a Tax Event or an Additional Termination Event if
there is more than one Affected Party, or the party which is not the Affected Party in the
case of a Credit Event Upon Merger or an Additional Termination Event if there is only one
Affected Party may, by not more than 20 days notice to the other party and provided that
the relevant Termination Event is then continuing, designate a day not earlier than the day
such notice is effective as an Early Termination Date in respect of all Affected
Transactions.


(c) Effect of Designation.





(i) If notice designating an Early Termination Date is given under Section 6(a) or (b), the
Early Termination Date will occur on the date so designated, whether or not the relevant
Event of Default or Termination Event is then continuing.




(ii) Upon the occurrence or effective designation of an Early Termination Date, no further
payments or deliveries under Section 2(a)(i) or 2(e) in respect of the Terminated
Transactions will be required to be made, but without prejudice to the other provisions of
this Agreement. The amount, if any, payable in respect of an Early Termination Date shall
be determined pursuant to Section 6(e).


(d) Calculations.





(i) Statement. On or as soon as reasonably practicable following the occurrence of an Early
Termination Date, each party will make the calculations on its part, if any,
contemplated by Section 6(e) and will provide to the other party a statement (1) showing, in
reasonable detail, such calculations (including all relevant quotations and specifying any
amount payable under Section 6(e)) and (2) giving details of the relevant account to



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which
any amount payable to it is to be paid. In the absence of written confirmation from the
source of a quotation obtained in determining a Market Quotation, the records of the party
obtaining such quotation will be conclusive evidence of the existence and accuracy of such
quotation.




(ii) Payment Date. An amount calculated as being due in respect of any Early Termination
Date under Section 6(e) will be payable on the day that notice of the amount payable is
effective (in the case of an Early Termination Date which is designated or occurs as a
result of an Event of Default) and on the day which is two Local Business Days after the day
on which notice of the amount payable is effective (in the case of an Early Termination Date
which is designated as a result of a Termination Event). Such amount will be paid together
with (to the extent permitted under applicable law) interest thereon (before as well as
after judgment) in the Termination Currency, from (and including) the relevant Early
Termination Date to (but excluding) the date such amount is paid, at the Applicable Rate.
Such interest will be calculated on the basis of daily compounding and the actual number of
days elapsed.


(e) Payments on Early Termination. If an Early Termination Date occurs, the following provisions
shall apply based on the parties’ election in the Schedule of a payment measure, either “Market
Quotation” or “Loss”, and a payment method, either the “First Method” or the “Second Method”. If
the parties fail to designate a payment measure or payment method in the Schedule, it will be
deemed that “Market Quotation” or the “Second Method”, as the case may be, shall apply. The
amount, if any, payable in respect of an Early Termination Date and determined pursuant to this
Section will be subject to any Set-off.





(i) Events of Default. If the Early Termination Date results from an Event of Default:




(1) First Method and Market Quotation. If the First Method and Market Quotation
apply, the Defaulting Party will pay to the Non-defaulting Party the excess, if a
positive number, of (A) the sum of the Settlement Amount (determined by the
Non-defaulting Party) in respect of the Terminated Transactions and the Termination
Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party over (B)
the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting
Party.




(2) First Method and Loss. If the First Method and Loss apply, the Defaulting Party
will pay to the Non-defaulting Party, if a positive number, the Non-defaulting
Party’s Loss in respect of this Agreement.




(3) Second Method and Market Quotation. If the Second Method and Market Quotation
apply, an amount will be payable equal to (A) the sum of the Settlement Amount
(determined by the Non-defaulting Party) in respect of the Terminated Transactions
and the Termination Currency Equivalent of the Unpaid



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Amounts owing to the Non-defaulting Party less (B) the Termination Currency
Equivalent of the Unpaid Amounts owing to the Defaulting Party. If that amount is a
positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it
is a negative number, the Non-defaulting Party will pay the absolute value of that
amount to the Defaulting Party.




(4) Second Method and Loss. If the Second Method and Loss apply, an amount will be
payable equal to the Non-defaulting Party’s Loss in respect of this Agreement. If
that amount is a positive number, the Defaulting Party will pay it to the
Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay
the absolute value of that amount to the Defaulting Party.




(ii) Termination Events. If the Early Termination Date results from a Termination Event:




(1) One Affected Party. If there is one Affected Party, the amount payable will be
determined in accordance with Section 6(e)(i)(3), if Market Quotation applies, or
Section 6(e)(i)(4), if Loss applies, except that, in either case, references to the
Defaulting Party and to the Non-defaulting Party will be deemed to be references to
the Affected Party and the party which is not the Affected Party, respectively, and,
if Loss applies and fewer than all the Transactions are being terminated, Loss shall
be calculated in respect of all Terminated Transactions.




(2) Two Affected Parties. If there are two Affected Parties:




(A) if Market Quotation applies, each party will determine a Settlement
Amount in respect of the Terminated Transactions, and an amount will be
payable equal to (I) the sum of (a) one-half of the difference between the
Settlement Amount of the party with the higher Settlement Amount (“X”) and
the Settlement Amount of the party with the lower Settlement Amount (“Y”)
and (b) the Termination Currency Equivalent of the Unpaid Amounts owing to X
less (II) the Termination Currency Equivalent of the Unpaid Amounts owing to
Y; and




(B) if Loss applies, each party will determine its Loss in respect of this
Agreement (or, if fewer than all the Transactions are being terminated, in
respect of all Terminated Transactions) and an amount will be payable equal
to one-half of the difference between the Loss of the party with the higher
Loss (“X”) and the Loss of the party with the lower Loss (“Y”).


If the amount payable is a positive number, Y will pay it to X; if it is a negative number, X will
pay the absolute value of that amount to Y.





(iii) Adjustment for Bankruptcy. In circumstances where an Early Termination Date occurs
because “Automatic Early Termination” applies in respect of a party, the amount determined
under this Section 6(e) will be subject to such adjustments as are appropriate and permitted
by law to reflect any payments or deliveries made by one party to the other under this
Agreement (and retained by such other party) during the period from the
relevant Early Termination Date to the date for payment determined under Section 6(d)(ii).



13









 






(iv) Pre-Estimate. The parties agree that if Market Quotation applies an amount recoverable
under this Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount
is payable for the loss of bargain and the loss of protection against future risks and
except as otherwise provided in this Agreement neither party will be entitled to recover any
additional damages as a consequence of such losses.



7. Transfer



Subject to Section 6(b)(ii), neither this Agreement nor any interest or obligation in or under this
Agreement may be transferred (whether by way of security or otherwise) by either party without the
prior written consent of the other party, except that:



(a) a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation
with, or merger with or into, or transfer of all or substantially all its assets to, another entity
(but without prejudice to any other right or remedy under this Agreement); and



(b) a party may make such a transfer of all or any part of its interest in any amount payable to it
from a Defaulting Party under Section 6(e).



Any purported transfer that is not in compliance with this Section will be void.



8. Contractual Currency



(a) Payment in the Contractual Currency. Each payment under this Agreement will be made in the
relevant currency specified in this Agreement for that payment (the “Contractual Currency”). To
the extent permitted by applicable law, any obligation to make payments under this Agreement in the
Contractual Currency will not be discharged or satisfied by any tender in any currency other than
the Contractual Currency, except to the extent such tender results in the actual receipt by the
party to which payment is owed, acting in a reasonable manner and in good faith in converting the
currency so tendered into the Contractual Currency, of the full amount in the Contractual Currency
of all amounts payable in respect of this Agreement. If for any reason the amount in the
Contractual Currency so received falls short of the amount in the Contractual Currency payable in
respect of this Agreement, the party required to make the payment will, to the extent permitted by
applicable law, immediately pay such additional amount in the Contractual Currency as may be
necessary to compensate for the shortfall. If for any reason the amount in the Contractual
Currency so received exceeds the amount in the Contractual Currency payable in respect of this
Agreement, the party receiving the payment will refund promptly the amount of such excess.



(b) Judgments. To the extent permitted by applicable law, if any judgment or order expressed in a
currency other than the Contractual Currency is rendered (i) for the payment of any amount owing in
respect of this Agreement, (ii) for the payment of any amount relating to any early termination in
respect of this Agreement or (iii) in respect of a judgment or order of another court for the
payment of any amount described in (i) or (ii) above, the party seeking recovery, after recovery in
full of the aggregate amount to which such party is entitled pursuant


14









 






to the judgment or order, will be entitled to receive immediately from the other party the amount
of any shortfall of the Contractual Currency received by such party as a consequence of sums paid
in such other currency and will refund promptly to the other party any excess of the Contractual
Currency received by such party as a consequence of sums paid in such other currency if such
shortfall or such excess arises or results from any variation between the rate of exchange at which
the Contractual Currency is converted into the currency of the judgment or order for the purposes
of such judgment or order and the rate of exchange at which such party is able, acting in a
reasonable manner and in good faith in converting the currency received into the Contractual
Currency, to purchase the Contractual Currency with the amount of the currency of the judgment or
order actually received by such party. The term “rate of exchange” includes, without limitation,
any premiums and costs of exchange payable in connection with the purchase of or conversion into
the Contractual Currency.



(c) Separate Indemnities. To the extent permitted by applicable law, these indemnities constitute
separate and independent obligations from the other obligations in this Agreement, will be
enforceable as separate and independent causes of action, will apply notwithstanding any indulgence
granted by the party to which any payment is owed and will not be affected by judgment being
obtained or claim or proof being made for any other sums payable in respect of this Agreement.



(d) Evidence of Loss. For the purpose of this Section 8, it will be sufficient for a party to
demonstrate that it would have suffered a loss had an actual exchange or purchase been made.



9. Miscellaneous



(a) Entire Agreement. This Agreement constitutes the entire agreement and understanding of the
parties with respect to its subject matter and supersedes all oral communication and prior writings
with respect thereto.



(b) Amendments. No amendment, modification or waiver in respect of this Agreement will be
effective unless in writing (including a writing evidenced by a facsimile transmission) and
executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an
electronic messaging system.



(c) Survival of Obligations. Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations
of the parties under this Agreement will survive the termination of any Transaction.



(d) Remedies Cumulative. Except as provided in this Agreement, the rights, powers, remedies and
privileges provided in this Agreement are cumulative and not exclusive of any rights, powers,
remedies and privileges provided by law.



(e) Counterparts and Confirmations.





(i) This Agreement (and each amendment, modification and waiver in respect of it) may be
executed and delivered in counterparts (including by facsimile transmission), each of which
will be deemed an original.



15









 






(ii) The parties intend that they are legally bound by the terms of each Transaction from
the moment they agree to those terms (whether orally or otherwise). A Confirmation shall be
entered into as soon as practicable and may be executed and delivered in counterparts
(including by facsimile transmission) or be created by an exchange of telexes or by an
exchange of electronic messages on an electronic messaging system, which in each case will
be sufficient for all purposes to evidence a binding supplement to this Agreement. The
parties will specify therein or through another effective means that any such counterpart,
telex or electronic message constitutes a Confirmation.


(f) No Waiver of Rights. A failure or delay in exercising any right, power or privilege in respect
of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of
any right, power or privilege will not be presumed to preclude any subsequent or further exercise,
of that right, power or privilege or the exercise of any other right, power or privilege.



(g) Headings. The headings used in this Agreement are for convenience of reference only and are
not to affect the construction of or to be taken into consideration in interpreting this Agreement.



10. Offices; Multibranch Parties



(a) If Section 10(a) is specified in the Schedule as applying, each party that enters into a
Transaction through an Office other than its head or home office represents to the other party
that, notwithstanding the place of booking office or jurisdiction of incorporation or organization
of such party, the obligations of such party are the same as if it had entered into the Transaction
through its head or home office. This representation will be deemed to be repeated by such party
on each date on which a Transaction is entered into.



(b) Neither party may change the Office through which it makes and receives payments or deliveries
for the purpose of a Transaction without the prior written consent of the other party.



(c) If a party is specified as a Multibranch Party in the Schedule, such Multibranch Party may make
and receive payments or deliveries under any Transaction through any Office listed in the Schedule,
and the Office through which it makes and receives payments or deliveries with respect to a
Transaction will be specified in the relevant Confirmation.



11. Expenses



A Defaulting Party will, on demand, indemnify and hold harmless the other party for and against all
reasonable out-of-pocket expenses, including legal fees and Stamp Tax, incurred by such other party
by reason of the enforcement and protection of its rights under this Agreement or any Credit
Support Document to which the Defaulting Party is a party or by reason of the early termination of
any Transaction, including, but not limited to, costs of collection.





16









 







12. Notices



(a) Effectiveness. Any notice or other communication in respect of this Agreement may be given in
any manner set forth below (except that a notice or other communication under Section 5 or 6 may
not be given by facsimile transmission or electronic messaging system) to the address or number or
in accordance with the electronic messaging system details provided (see the Schedule) and will be
deemed effective as indicated:





(i) if in writing and delivered in person or by courier, on the date it is delivered;




(ii) if sent by telex, on the date the recipient’s answerback is received;




(iii) if sent by facsimile transmission, on the date that transmission is received by a
responsible employee of the recipient in legible form (it being agreed that the burden of
proving receipt will be on the sender and will not be met by a transmission report generated
by the sender’s facsimile machine);




(iv) if sent by certified or registered mail (airmail, if overseas) or the equivalent
(return receipt requested), on the date that mail is delivered or its delivery is attempted;
or




(v) if sent by electronic messaging system, on the date that electronic message is received,


unless the date of that delivery (or attempted delivery) or that receipt, as applicable, is not a
Local Business Day or that communication is delivered (or attempted) or received, as applicable,
after the close of business on a Local Business Day, in which case that communication shall be
deemed given and effective on the first following day that is a Local Business Day.



(b) Change of Addresses. Either party may by notice to the other change the address, telex or
facsimile number or electronic messaging system details at which notices or other communications
are to be given to it.



13. Governing Law and Jurisdiction



(a) Governing Law. This Agreement will be governed by and construed in accordance with the law
specified in the Schedule.



(b) Jurisdiction. With respect to any suit, action or proceedings relating to this Agreement
(“Proceedings”), each party irrevocably:





(i) submits to the jurisdiction of the English courts, if this Agreement is expressed to be
governed by English law, or to the non-exclusive jurisdiction of the courts of the State of
New York and the United States District Court located in the Borough of Manhattan in New
York City, if this Agreement is expressed to be governed by the laws of the State of New
York; and




(ii) waives any objection which it may have at any time to the laying of venue of any
Proceedings brought in any such court, waives any claim that such Proceedings have been
brought in an inconvenient forum and further waives the right to object, with respect to
such Proceedings, that such court does not have any jurisdiction over such party.



17









 




Nothing in this Agreement precludes either party from bringing Proceedings in any other
jurisdiction (outside, if this Agreement is expressed to be governed by English law, the
Contracting States, as defined in Section 1(3) of the Civil Jurisdiction and Judgments Act 1982 or
any modification, extension or re-enactment thereof for the time being in force) nor will the
bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in
any other jurisdiction.



(c) Service of Process. Each party irrevocably appoints the Process Agent (if any) specified
opposite its name in the Schedule to receive, for it and on its behalf, service of process in any
Proceedings. If for any reason any party’s Process Agent is unable to act as such, such party will
promptly notify the other party and within 30 days appoint a substitute process agent acceptable to
the other party. The parties irrevocably consent to service of process given in the manner
provided for notices in Section 12. Nothing in this Agreement will affect the right of either
party to serve process in any other manner permitted by law.



(d) Waiver of Immunities. Each party irrevocably waives, to the fullest extent permitted by
applicable law, with respect to itself and its revenues and assets (irrespective of their use or
intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit,
(ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance
or for recovery of property, (iv) attachment of its assets (whether before or after judgment) and
(v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise
be entitled in any Proceedings in the courts of any jurisdiction and irrevocably agrees, to the
extent permitted by applicable law, that it will not claim any such immunity in any Proceedings.



14. Definitions



As used in this Agreement:



“Additional Termination Event” has the meaning specified in Section 5(b).



“Affected Party” has the meaning specified in Section 5(b).



“Affected Transactions” means (a) with respect to any Termination Event consisting of an
Illegality, Tax Event or Tax Event Upon Merger, all Transactions affected by the occurrence of such
Termination Event and (b) with respect to any other Termination Event, all Transactions.



“Affiliate” means, subject to the Schedule, in relation to any person, any entity controlled,
directly or indirectly, by the person, any entity that controls, directly or indirectly, the person
or any entity directly or indirectly under common control with the person. For this purpose,
“control” of any entity or person means ownership of a majority of the voting power of the entity
or person.



“Applicable Rate” means:



(a) in respect of obligations payable or deliverable (or which would have been but for Section
2(a)(iii)) by a Defaulting Party, the Default Rate;




18









 







(b) in respect of an obligation to pay an amount under Section 6(e) of either party from and after
the date (determined in accordance with Section 6(d)(ii)) on which that amount is payable, the
Default Rate;



(c) in respect of all other obligations payable or deliverable (or which would have been but for
Section 2(a)(iii)) by a Non-defaulting Party, the Non-default Rate; and



(d) in all other cases, the Termination Rate.



“Burdened Party” has the meaning specified in Section 5(b).



“Change in Tax Law” means the enactment, promulgation, execution or ratification of, or any change
in or amendment to, any law (or in the application or official interpretation of any law) that
occurs on or after the date on which the relevant Transaction is entered into.



“consent” includes a consent, approval, action, authorization, exemption, notice, filing,
registration or exchange control consent.



“Credit Event Upon Merger” has the meaning specified in Section 5(b).



“Credit Support Document” means any agreement or instrument that is specified as such in this
Agreement.



“Credit Support Provider” has the meaning specified in the Schedule.



“Default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual
cost) to the relevant payee (as certified by it) if it were to fund or of funding the relevant
amount plus 1% per annum.



“Defaulting Party” has the meaning specified in Section 6(a).



“Early Termination Date” means the date determined in accordance with Section 6(a) or 6(b)(iv).



“Event of Default” has the meaning specified in Section 5(a) and, if applicable, in the Schedule.



“Illegality” has the meaning specified in Section 5(b).



“Indemnifiable Tax” means any Tax other than a Tax that would not be imposed in respect of a
payment under this Agreement but for a present or former connection between the jurisdiction of the
government or taxation authority imposing such Tax and the recipient of such payment or a person
related to such recipient (including, without limitation, a connection arising from such recipient
or related person being or having been a citizen or resident of such jurisdiction, or being or
having been organized, present or engaged in a trade or business in such jurisdiction, or having or
having had a permanent establishment or fixed place of business in such jurisdiction, but excluding
a connection arising solely from such recipient or related person having executed, delivered,
performed its obligations or received a payment under, or enforced, this Agreement or a Credit
Support Document).




19









 







“law” includes any treaty, law, rule or regulation (as modified, in the case of tax matters, by the
practice of any relevant governmental revenue authority) and “lawful” and “unlawful” will be
construed accordingly.



“Local Business Day” means, subject to the Schedule, a day on which commercial banks are open for
business (including dealings in foreign exchange and foreign currency deposits) (a) in relation to
any obligation under Section 2(a)(i), in the place(s) specified in the relevant Confirmation or, if
not so specified, as otherwise agreed by the parties in writing or determined pursuant to
provisions contained, or incorporated by reference, in this Agreement, (b) in relation to any other
payment, in the place where the relevant account is located and, if different, in the principal
financial centre, if any, of the currency of such payment, (c) in relation to any notice or other
communication, including notice contemplated under Section 5(a)(i), in the city specified in the
address for notice provided by the recipient and, in the case of a notice contemplated by Section
2(b), in the place where the relevant new account is to be located and (d) in relation to Section
5(a)(v)(2), in the relevant locations for performance with respect to such Specified Transaction.



“Loss” means, with respect to this Agreement or one or more Terminated Transactions, as the case
may be, and a party, the Termination Currency Equivalent of an amount that party reasonably
determines in good faith to be its total losses and costs (or gain, in which case expressed as a
negative number) in connection with this Agreement or that Terminated Transaction or group of
Terminated Transactions, as the case may be, including any loss of bargain, cost of funding or, at
the election of such party but without duplication, loss or cost incurred as a result of its
terminating, liquidating, obtaining or reestablishing any hedge or related trading position (or any
gain resulting from any of them). Loss includes losses and costs (or gains) in respect of any
payment or delivery required to have been made (assuming satisfaction of each applicable condition
precedent) on or before the relevant Early Termination Date and not made, except, so as to avoid
duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does not include a
party’s legal fees and out-of-pocket expenses referred to under Section 11. A party will determine
its Loss as of the relevant Early Termination Date, or, if that is not reasonably practicable, as
of the earliest date thereafter as is reasonably practicable. A party may (but need not) determine
its Loss by reference to quotations of relevant rates or prices from one or more leading dealers in
the relevant markets.



“Market Quotation” means, with respect to one or more Terminated Transactions and a party making
the determination, an amount determined on the basis of quotations from Reference Market-makers.
Each quotation will be for an amount, if any, that would be paid to such party (expressed as a
negative number) or by such party (expressed as a positive number) in consideration of an agreement
between such party (taking into account any existing Credit Support Document with respect to the
obligations of such party) and the quoting Reference Market-maker to enter into a transaction (the
“Replacement Transaction”) that would have the effect of preserving for such party the economic
equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent
and assuming the satisfaction of each applicable condition precedent) by the parties under Section
2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactions that would,
but for the occurrence of the relevant Early Termination Date, have been required after that date.
For this purpose, Unpaid Amounts in respect of the Terminated Transaction or group of Terminated
Transactions are to be


20









 






excluded but, without limitation, any payment or delivery that would, but for the relevant Early
Termination Date, have been required (assuming satisfaction of each applicable condition precedent)
after that Early Termination Date is to be included. The Replacement Transaction would be subject
to such documentation as such party and the Reference Market-maker may, in good faith, agree. The
party making the determination (or its agent) will request each Reference Market-maker to provide
its quotation to the extent reasonably practicable as of the same day and time (without regard to
different time zones) on or as soon as reasonably practicable after the relevant Early Termination
Date. The day and time as of which those quotations are to be obtained will be selected in good
faith by the party obliged to make a determination under Section 6(e), and, if each party is so
obliged, after consultation with the other. If more than three quotations are provided, the Market
Quotation will be the arithmetic mean of the quotations, without regard to the quotations having
the highest and lowest values. If exactly three such quotations are provided, the Market Quotation
will be the quotation remaining after disregarding the highest and lowest quotations. For this
purpose, if more than one quotation has the same highest value or lowest value, then one of such
quotations shall be disregarded. If fewer than three quotations are provided, it will be deemed
that the Market Quotation in respect of such Terminated Transaction or group of Terminated
Transactions cannot be determined.



“Non-default Rate” means a rate per annum equal to the cost (without proof or evidence of any
actual cost) to the Non-defaulting Party (as certified by it) if it were to fund the relevant
amount.



“Non-defaulting Party” has the meaning specified in Section 6(a).



“Office” means a branch or office of a party, which may be such party’s head or home office.



“Potential Event of Default” means any event which, with the giving of notice or the lapse of time
or both, would constitute an Event of Default.



“Reference Market-makers” means four leading dealers in the relevant market selected by the party
determining a Market Quotation in good faith (a) from among dealers of the highest credit standing
which satisfy all the criteria that such party applies generally at the time in deciding whether to
offer or to make an extension of credit and (b) to the extent practicable, from among such dealers
having an office in the same city.



“Relevant Jurisdiction” means, with respect to a party, the jurisdictions (a) in which the party is
incorporated, organized, managed and controlled or considered to have its seat, (b) where an Office
through which the party is acting for purposes of this Agreement is located, (c) in which the party
executes this Agreement and (d) in relation to any payment, from or through which such payment is
made.



“Scheduled Payment Date” means a date on which a payment or delivery is to be made under Section
2(a)(i) with respect to a Transaction.



“Set-off” means set-off, offset, combination of accounts, right of retention or withholding or
similar right or requirement to which the payer of an amount under Section 6 is entitled or subject
(whether arising under this Agreement, another contract, applicable law or otherwise) that is
exercised by, or imposed on, such payer.




21









 







“Settlement Amount” means, with respect to a party and any Early Termination Date, the sum of:



(a) the Termination Currency Equivalent of the Market Quotations (whether positive or negative) for
each Terminated Transaction or group of Terminated Transactions for which a Market Quotation is
determined; and



(b) such party’s Loss (whether positive or negative and without reference to any Unpaid Amounts)
for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation
cannot be determined or would not (in the reasonable belief of the party making the determination)
produce a commercially reasonable result.



“Specified Entity” has the meaning specified in the Schedule.



“Specified Indebtedness” means, subject to the Schedule, any obligation (whether present or future,
contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money.



“Specified Transaction” means, subject to the Schedule, (a) any transaction (including an agreement
with respect thereto) now existing or hereafter entered into between one party to this Agreement
(or any Credit Support Provider of such party or any applicable Specified Entity of such party) and
the other party to this Agreement (or any Credit Support Provider of such other party or any
applicable Specified Entity of such other party) which is a rate swap transaction, basis swap,
forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or
equity index option, bond option, interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate
swap transaction, currency option or any other similar transaction (including any option with
respect to any of these transactions), (b) any combination of these transactions and (c) any other
transaction identified as a Specified Transaction in this Agreement or the relevant confirmation.



“Stamp Tax” means any stamp, registration, documentation or similar tax.



“Tax” means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature
(including interest, penalties and additions thereto) that is imposed by any government or other
taxing authority in respect of any payment under this Agreement other than a stamp, registration,
documentation or similar tax.



“Tax Event” has the meaning specified in Section 5(b).



“Tax Event Upon Merger” has the meaning specified in Section 5(b).



“Terminated Transactions” means with respect to any Early Termination Date (a) if resulting from a
Termination Event, all Affected Transactions and (b) if resulting from an Event of Default, all
Transactions (in either case) in effect immediately before the effectiveness of the notice
designating that Early Termination Date (or, if “Automatic Early Termination” applies, immediately
before that Early Termination Date).




22









 







“Termination Currency” has the meaning specified in the Schedule.



“Termination Currency Equivalent” means, in respect of any amount denominated in the Termination
Currency, such Termination Currency amount and, in respect of any amount denominated in a currency
other than the Termination Currency (the “Other Currency”), the amount in the Termination Currency
determined by the party making the relevant determination as being required to purchase such amount
of such Other Currency as at the relevant Early Termination Date, or, if the relevant Market
Quotation or Loss (as the case may be), is determined as of a later date, that later date, with the
Termination Currency at the rate equal to the spot exchange rate of the foreign exchange agent
(selected as provided below) for the purchase of such Other Currency with the Termination Currency
at or about 11:00 a.m. (in the city in which such foreign exchange agent is located) on such date
as would be customary for the determination of such a rate for the purchase of such Other Currency
for value on the relevant Early Termination Date or that later date. The foreign exchange agent
will, if only one party is obliged to make a determination under Section 6(e), be selected in good
faith by that party and otherwise will be agreed by the parties.



“Termination Event” means an Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to
be applicable, a Credit Event Upon Merger or an Additional Termination Event.



“Termination Rate” means a rate per annum equal to the arithmetic mean of the cost (without proof
or evidence of any actual cost) to each party (as certified by such party) if it were to fund or of
funding such amounts.



“Unpaid Amounts” owing to any party means, with respect to an Early Termination Date, the aggregate
of (a) in respect of all Terminated Transactions, the amounts that became payable (or that would
have become payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or prior to
such Early Termination Date and which remain unpaid as at such Early Termination Date and (b) in
respect of each Terminated Transaction, for each obligation under Section 2(a)(i) which was (or
would have been but for Section 2(a)(iii)) required to be settled by delivery to such party on or
prior to such Early Termination Date and which has not been so settled as at such Early Termination
Date, an amount equal to the fair market value of that which was (or would have been) required to
be delivered as of the originally scheduled date for delivery, in each case together with (to the
extent permitted under applicable law) interest, in the currency of such amounts, from (and
including) the date such amounts or obligations were or would have been required to have been paid
or performed to (but excluding) such Early Termination Date, at the Applicable Rate. Such amounts
of interest will be calculated on the basis of daily compounding and the actual number of days
elapsed. The fair market value of any obligation referred to in clause (b) above shall be
reasonably determined by the party obliged to make the determination under Section 6(e) or, if each
party is so obliged, it shall be the average of the Termination Currency Equivalents of the fair
market values reasonably determined by both parties.




23









 







IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below
with effect from the date specified on the first page of this document.




	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	(Name of Party)
	 	 	 	(Name of Party)
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Title:

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	Date:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 






24










 





SCHEDULE

to the

Master Agreement



dated as of [           ]


between




[Bank] and Nissan Auto Receivables [                      ]-[            ] Owner Trust



(“[Bank]”) (the “Counterparty”)




Part 1



Termination Provisions



In this Agreement:-





	(1)	 	“Specified Entity” shall not apply.






	(2)	 	The “Breach of Agreement” provisions of Section 5(a)(ii) will apply to [Bank] and will not
apply to the Counterparty.






	(3)	 	The “Credit Support Default” provisions of Section 5(a)(iii) will apply to [Bank] and will
not apply to the Counterparty.






	(4)	 	The “Misrepresentation” provisions of Section 5(a)(iv) will apply to [Bank] and will not
apply to the Counterparty.






	(5)	 	The “Default Under Specified Transaction” provisions of Section 5(a)(v) will not apply to
[Bank] and will not apply to the Counterparty.






	(6)	 	The “Cross Default” provisions of Section 5(a)(vi) will not apply to the Counterparty. The
“Cross Default” provisions of Section 5(a)(vi) will apply to [Bank] and for such purpose:






	 	(a)	 	“Specified Indebtedness” will have the meaning specified in Section 14, except
that such term shall not include obligations in respect of deposits received in the
ordinary course of such party’s banking business.
	 
	 	(b)	 	“Threshold Amount” means, with respect to [Bank], an amount equal to three
percent of the shareholders’ equity of [Bank].






	(7)	 	The “Merger Without Assumption” provisions of Section 5(a)(viii) will apply to [Bank] and
will not apply to the Counterparty.




 









 












	(8)	 	The “Tax Event” provisions of Section 5(b)(ii) will apply to [Bank] and will not apply to the
Counterparty; provided, however, that, as they apply to [Bank], the provisions of
Section 5(b)(ii) shall be amended by adding the words “or be required to pay an excise tax
pursuant to Section 4371 of the US federal income tax code of 1986, as amended,” immediately
prior to the second word “or” in the seventh line of that section.






	(9)	 	The “Tax Event Upon Merger” provisions of Section 5(b)(iii) will apply to [Bank] and will not
apply to the Counterparty.






	(10)	 	The “Credit Event Upon Merger” provisions of Section 5(b)(iv) will not apply to [Bank] and
will not apply to the Counterparty.






	(11)	 	The “Additional Termination Event” provisions of Section 5(b)(v) will apply as set forth in
Part 1 (15) hereof.






	(12)	 	The “Automatic Early Termination” provisions of Section 6(a) will not apply to [Bank] and
will not apply to the Counterparty.






	(13)	 	“Termination Currency” means United States Dollars.






	(14)	 	For purposes of computing amounts payable on early termination:






	 	(a)	 	Market Quotation will apply to this Agreement; and
	 
	 	(b)	 	The Second Method will apply to this Agreement.






	(15)	 	The occurrence of each of the following events shall constitute an “Additional Termination
Event” for purposes of Section 5(b)(v):






(a) either (1) the Notes are accelerated following an Indenture Default (as defined
in Section 5.01 of the Indenture) and such acceleration has not been waived pursuant
to Section 5.02 or Section 5.12 of the Indenture, or (2) the Trust Estate is
liquidated pursuant to Section 5.04(a)(iv) of the Indenture (either such event, a
“Liquidation Event”). Upon the occurrence of a Liquidation Event [Bank] may,
provided such Additional Termination Event is continuing, designate a day not
earlier than the day such notice is effective as an Early Termination Date in
respect of the Transaction that is subject to this Agreement. If an event or
circumstance which would constitute an Event of Default by [Bank] under this
Agreement gives rise to an Indenture Default under the Indenture, it will be treated
as an Event of Default by [Bank] and not as an Additional Termination Event. If
this Additional Termination Event occurs, the Counterparty shall be the sole
Affected Party; or




(b) without the consent of [Bank] (which consent shall not be unreasonable denied),
the Indenture is amended or supplemented in any manner which would adversely affect
any of [Bank]’s rights or obligations under this Agreement. If this Additional
Termination Event occurs, the Counterparty shall be the sole Affected Party; or




(c) the occurrence of an Additional Termination Event as forth in Part 5 (10)
hereof. If this Additional Termination Event occurs, [Bank] shall be the sole
Affected Party and all Transactions then outstanding between the parties shall be
Affected Transactions; or



26









 






(d) the failure by the Counterparty to comply with or perform any agreement or
obligation to be complied with or performed by it in accordance with any Approved
Credit Support Document if such failure is continuing after any applicable grace
period has elapsed. If this Additional Termination Event occurs, the Counterparty
shall be the sole Affected Party and all Transactions then outstanding between the
parties shall be Affected Transactions.



Part 2



Tax Representations




	(1)	 	Payer Tax Representation:
	 
	 	 	For the purpose of Section 3(e) of this Agreement, [Bank] and Counterparty each make the
following representation:
	 
	 	 	It is not required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, of any Relevant Jurisdiction to make any deduction or
withholding for or on account of any Tax from any payment (other than interest under Section
2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party under this
Agreement. In making this representation, it may rely on:






	 	(i)	 	the accuracy of any representations made by the other party pursuant to Section
3(f) of this Agreement;
	 
	 	(ii)	 	the satisfaction of the agreement of the other party contained in Section
4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any
document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this
Agreement; and
	 
	 	(iii)	 	the satisfaction of the agreement of the other party contained in Section 4(d)
of this Agreement, provided that it shall not be a breach of this representation where
reliance is placed on clause (ii) and the other party does not deliver a form or
document under Section 4(a)(iii) of this Agreement by reason of material prejudice to
its legal or commercial position.






	(2)	 	Payee Tax Representation:
	 
	 	 	For the purpose of Section 3(f), [Bank] and Counterparty each represent, respectively, that
it is a United States Person for U.S. federal income tax purposes and either (a) is a
financial institution or (b) is not acting as an agent for a person that is not a United
States Person for U.S. federal income tax purposes





Part 3



Agreement to Deliver Documents


For the purpose of Sections 4(a)(i) and (ii), each party agrees to deliver the following documents,
as applicable:




27









 









	(1)	 	For the purpose of Sections 4(a)(i) and (ii) of this Agreement, Counterparty agrees
to deliver a complete and accurate United States Internal Revenue Service Form W-9 (or any
applicable successor form), in a manner reasonably satisfactory to [Bank], (I) upon execution
of this Agreement; (II) promptly upon reasonable demand of [Bank], and (III) promptly upon
learning that any such form previously filed by Counterparty has become obsolete or incorrect.






	(2)	 	[Bank] will, on demand, deliver a certificate (or, if available, the current authorized
signature book of [Bank]) specifying the names, title and specimen signatures of the persons
authorized to execute this Agreement and each Confirmation on its behalf.






	(3)	 	The Counterparty will, on demand, deliver a certificate (or, if available, the current
authorized signature book of the Counterparty) specifying the names, title and specimen
signatures of the persons authorized to execute this Agreement and each Confirmation on its
behalf.






	(4)	 	The Counterparty will, upon execution of this Agreement, deliver a conformed copy of the
Indenture.






	(5)	 	Each party will, upon execution of this Agreement, deliver a legal opinion of counsel in form
and substance satisfactory to the other party regarding this Agreement and any other matters
as such other party may reasonably request.






	(6)	 	The Counterparty shall supply (and/or shall instruct the Trustee to supply) [Bank] with
copies of all accountings and reports required to be supplied to an entity that is a
Noteholder (as defined in the Indenture). Copies of such accountings and/or reports shall be
delivered to [Bank] at the following address:






[Bank]


Each of the foregoing documents (other than the legal opinions described in (5) above) is covered
by the representation contained in Section 3(d) of this Agreement.




Part 4



Miscellaneous




	(1)	 	Governing Law. This Agreement will be governed by and construed in accordance with the laws
of the State of New York without reference to choice of law doctrine.






	(2)	 	Notices.






	 	(a)	 	In connection with Section 12(a), all notices to [Bank] shall, with respect to
any particular Transaction, be sent to the address, telex number or facsimile number
specified in the relevant Confirmation and any notice for purposes of Sections 5 or 6
of the Agreement shall be sent to the address or telex number specified below:
	 
	 	 	 	[Bank]
	 
	 	(b)	 	In connection with Section 12(a), all notices to the Counterparty shall, with
respect to any particular Transaction, be sent to the address, telex number or
facsimile number




28









 






	 	 	 	specified in the relevant Confirmation and any notice for purposes of Sections 5 or
6 of the Agreement shall be sent to the address or telex number specified below:




Nissan Auto Receivables [                    ]-[          ] Owner Trust

c/o [                              ], as Owner Trustee

[                              ]

[                              ]

Facsimile No.: [                                         ]

Attn: [                              ]



with a copy to the Administrative Agent (as defined in the Indenture) at:



Nissan Motor Acceptance Corporation, as Administrator

990 West 190th Street

Torrance, CA 90502

Facsimile No.: 310-324-2542

Attn: Treasurer



with a copy to the Indenture Trustee (as defined in the Indenture) at:



[                              ], as Indenture Trustee

Wrigley Building

[                                        ]

[                              ]

[Facsimile No.:                     ]

Attn: [                                         ]





	(3)	 	Netting of Payments. Section 2(c)(ii) of this Agreement will apply, with the effect that
payment netting will not take place with respect to amounts due and owing in respect of more
than one Transaction.






	(4)	 	Offices; Multibranch Party. For purposes of Section 10:






	 	(a)	 	Section 10(a) will apply; and
	 
	 	(b)	 	For the purpose of Section 10(c):
	 
	 	(i)	 	[Bank] is a Multibranch Party and may act through its [                     ] and [                    ] Offices.
	 
	 	(ii)	 	The Counterparty is not a Multibranch Party.






	(5)	 	Credit Support Documents.
	 
	 	 	With respect to [Bank], if applicable, any Third Party Credit Support Document delivered by
[Bank] shall constitute a Credit Support Document.
	 
	 	 	With respect to [Bank] and the Counterparty, if applicable, any Approved Credit Support
Document shall constitute a Credit Support Document.




29









 












	(6)	 	Credit Support Provider.
	 
	 	 	With respect to [Bank], the party guaranteeing [Bank]’s obligations pursuant to a Third
Party Credit Support Document, if any, shall be a Credit Support Provider.
	 
	(7)	 	Process Agents. The Counterparty appoints as its Process Agent for the purpose of Section
13(c): Not applicable





Part 5



Other Provisions




	(1)	 	ISDA Definitions. Reference is hereby made to the 2000 ISDA Definitions (the “ISDA
Definitions”) each as published by the International Swaps and Derivatives Association, Inc.,
which are hereby incorporated by reference herein. Any terms used and not otherwise defined
herein which are contained in the ISDA Definitions shall have the meaning set forth therein.






	(2)	 	Transactions. The only Transaction that may be entered into pursuant to this
Agreement is the Transaction being executed on the date hereof pursuant to which the
Counterparty is the buyer of an interest rate cap and has satisfied all its payment
obligations under Section 2(a)(i) of this Agreement, and shall at the time have no future
payment obligations, whether absolute or contingent, under such Section.






	(3)	 	Inconsistency. In the event of any inconsistency between any of the
following documents, the relevant document first listed below shall govern: (i) a
Confirmation; (ii) the Schedule; (iii) the ISDA Definitions; and (iv) the printed form of ISDA
Master Agreement.






	(4)	 	Calculation Agent. The Calculation Agent will be [Bank].






	(5)	 	Waiver of Jury Trial. Each party waives, to the fullest extent permitted by applicable law,
any right it may have to a trial by jury in respect of any suit, action or proceeding relating
to this Agreement or any Credit Support Document. Each party (i) certifies that no
representative, agent or attorney of the other party or any Credit Support Provider has
represented, expressly or otherwise, that such other party would not, in the event of such a
suit, action or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it
and the other party have been induced to enter into this Agreement and provide for any Credit
Support Document, as applicable, by, among other things, the mutual waivers and certifications
in this Section.






	(6)	 	Severability. In the event any one or more of the provisions contained in this Agreement
should be held invalid, illegal, or unenforceable (in whole or in part) in any respect, the
remaining terms, provisions, covenants and conditions hereof shall continue in full force and
effect as if this Agreement had been executed with the invalid or unenforceable portion
eliminated, so long as this Agreement as so modified continues to express, without material
change the original intentions of the parties as to the subject matter of this Agreement and
the deletion of such portion of this Agreement will not substantially impair the respective
benefits or expectations of the parties to this Agreement; provided, however, that this
severability provision shall not be applicable if any provision of Section 2, 5, 6 or 13 (or
any definition or provision in Section 14 to the extent it relates to, or is used in or in
connection with any such Section) shall be so held to be invalid or unenforceable.




30









 












	(7)	 	No Gross-up for Counterparty. Section 2(d) of the Agreement shall not apply with respect to
the Counterparty so that the Counterparty shall not be obligated to gross up pursuant thereto.






	(8)	 	[Bank] Acknowledgment. Notwithstanding anything to the contrary in this Agreement, [Bank]
hereby






(a) acknowledges and agrees that the Counterparty has assigned all of its right, title and
interest in, to and under this Agreement to the Indenture Trustee for the benefit of the
Noteholders pursuant to the Indenture and that in the event of an Indenture Default (as
defined in the Indenture) the Indenture Trustee shall be entitled to exercise all rights and
remedies of a secured party with respect to this Agreement; and




(b) agrees that, unless notified in writing by the Indenture Trustee of other payment
instructions, any and all amounts payable by [Bank] to the Counterparty shall be paid to the
Indenture Trustee.




	(9)	 	No Petition; Limited Recourse. [Bank] hereby agrees that it shall not institute against, or
join any other Person in instituting against the Counterparty any bankruptcy, reorganization,
arrangement, insolvency, moratorium or liquidation proceedings or other proceedings under U.S.
federal or state or other bankruptcy or similar laws. Notwithstanding the foregoing, nothing
herein shall prevent [Bank] from participating in any such proceeding once commenced.
	 
	 	 	[Bank] hereby acknowledges and agrees that the Counterparty’s obligations hereunder will be
solely the limited recourse obligations of the Counterparty, and that [Bank] will not have
any recourse to any of the directors, officers, employees, shareholders or affiliates of the
Counterparty with respect to any claims, losses, damages, liabilities, indemnities or other
obligations in connection with any transactions contemplated hereby. Notwithstanding any
other provisions hereof, recourse in respect of any obligations of the Counterparty to
[Bank] hereunder or thereunder will be limited to the Collateral (as defined in the
Indenture) and on the exhaustion thereof all claims against the Counterparty arising from
this Confirmation or any other transactions contemplated hereby or thereby shall be
extinguished.






	(10)	 	Ratings Downgrade Provisions. Unless written notification to the contrary has been received
from the Rating Agencies, following the occurrence of a Ratings Event, the parties shall
comply with the following provisions, as applicable.






I. If a Ratings Event shall occur and be continuing with respect to [Bank], then [Bank]
shall, within 5 Local Business Days of the occurrence of such Ratings Event, give notice of
the occurrence of such Ratings Event to Counterparty. Following such notice, [Bank] may
either




(A) at its sole option and expense, provide, or cause to be provided, a Third Party
Credit Support Document to Counterparty; or




(B) at its sole option and expense, use reasonable efforts to transfer [Bank]’s
rights and obligations under the Agreement and all Confirmations to another party;
or




Each of I(A) and I(B) above shall be subject to satisfaction of the Rating Agency Condition.




If, on or prior to the date that is 30 calendar days after the occurrence of a Ratings
Event, [Bank] has provided a Third Party Credit Support Document as provided in I(A) above
and the Rating Agency Condition has been satisfied, then, for so long as such Third Party
Credit Support
Document is in effect and the Rating Agency Condition continues to be satisfied, [Bank]
shall have no further obligations in respect of this Part 5(10)(I).



31









 






If,




(i) on or prior to the date that is 30 calendar days after the occurrence of a
Ratings Event, [Bank] has not provided a Third Party Credit Support Document as
provided in I(A) above or transferred its rights and obligations as provided in I(B)
above, or




(ii) [Bank] has provided a Third Party Credit Support Document as provided in I(A)
above but such Third Party Credit Support Document has ceased to be in effect and/or
the Rating Agency Condition is no longer satisfied,




then, on the first Local Business Day following the date that is 30 calendar days after the
occurrence of the Ratings Event (in respect of (i) above) or on the first Local Business Day
following the date on which the Third Party Credit Support Document referred to in (ii)
above has ceased to be in effect and/or fails to satisfy the Rating Agency Condition, [Bank]
shall deliver Eligible Collateral to Counterparty in accordance with the terms of an
Approved Credit Support Document. Notwithstanding the foregoing, [Bank]’s obligations under
this Part 5(10)(I) to post Eligible Collateral under the Approved Credit Support Document
shall remain in effect only for so long as a Ratings Event is continuing with respect to
[Bank].




The failure by [Bank] to comply with the provisions hereof shall constitute an Additional
Termination Event, with [Bank] as the sole Affected Party and all Transactions then
outstanding between the parties as Affected Transactions.




II. As used herein:




“Approved Credit Support Document” means a security agreement in the form of the 1994 ISDA
Credit Support Annex (ISDA Agreements Subject to New York Law Only), as modified by the
Paragraph 13 thereto, which Paragraph 13 will be in the form of Annex A to this Agreement;




“Fitch” means Fitch, Inc. or any successor thereto.




“Indenture” means the Indenture, dated as of [      ] between the Counterparty and
U.S. Bank National Association, as Indenture Trustee;




“Moody’s” means Moody’s Investors Service, Inc. or any successor thereto;




“Rating Agencies” means S&P, Moody’s and Fitch;




“Rating Agency Condition” has the meaning specified in the Indenture;




“Ratings Event” shall occur with respect to [Bank] (to the extent that [Bank]’s relevant
obligations are rated by Moody’s, S&P or Fitch) if (a) [Bank]’s long-term senior unsecured
debt rating is lower than A1 by Moody’s or lower than [      ] by S&P or lower than [ ] by
Fitch or (b) [Bank]’s short-term debt rating is lower than [      ] by Moody’s or lower than [      ] by S&P or lower than [      ] by Fitch or (c) any of the Rating Agency ratings set forth in
(a) or (b) above is suspended or withdrawn;




“S&P” means by Standard & Poor’s Ratings Service or any successor thereto; and



32









 






“Third Party Credit Support Document” means any agreement or instrument (including any
guarantee, insurance policy, security agreement or pledge agreement) whose terms provide for
the guarantee of [Bank]’s obligations under this Agreement by a third party.




(11)
Additional Representations. Section 3 is hereby amended by adding at the end thereof the
following paragraphs:




“(g) It is an “eligible contract participant” under, and as defined in, Section 1a(12) of
the Commodity Exchange Act, as amended.




(h) Each party will be deemed to represent to the other party on the date on which it enters
into a Transaction that (absent a written agreement between the parties that expressly
imposes affirmative obligations to the contrary for that Transaction):




(i) Non-Reliance. It is acting for its own account, and it has made its own
independent decisions to enter into that Transaction and as to whether that
Transaction is appropriate or proper for it based upon its own judgment and upon
advice from such advisers as it has deemed necessary. It is not relying on any
communication (written or oral) of the other party as investment advice or as a
recommendation to enter into that Transaction; it being understood that information
and explanations related to the terms and conditions of a Transaction shall not be
considered investment advice or a recommendation to enter into that Transaction. No
communication (written or oral) received from the other party shall be deemed to be
an assurance or guarantee as to the expected results of that Transaction.




(ii) Assessment and Understanding. It is capable of assessing the merits of and
understanding (on its own behalf or through independent professional advice), and
understands and accepts, the terms, conditions and risks of that Transaction. It is
also capable of assuming, and assumes, the risks of that Transaction.




(iii) Status of Parties. The other party is not acting as a fiduciary for or an
adviser to it in respect of that Transaction.”




	(12)	 	Amendment to Section 7 of the Agreement. Section 7 of the Agreement is hereby amended by
adding the words “and the confirmation of the Rating Agencies” immediately following the word
“party” in the third line thereof.






	(13)	 	Modification to Definition of Indemnifiable Tax. The definition of “Indemnifiable Tax” in
Section 14 is hereby modified by inserting “(i)” between the words “than” and “a” in the first
line thereof and by inserting the following clause immediately before the period at the end
thereof: “, and (ii) any Tax that results as a result of the status of Counterparty as a bank
(as that term is used in Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as
amended), or an entity that is licensed or regulated as a bank by the banking authorities of
any jurisdiction”.






	(14)	 	No Set-Off. Without affecting the provisions of this Agreement requiring the calculation of
certain net payment amounts, all payments under this Agreement will be made without Set-off or
counterclaims.




33









 












	(15)	 	Amendment to Section 9(b)
of the Agreement. Section 9(b) of the Agreement is amended by
adding the following sentence immediately following the end of the first sentence thereof:






“In addition, no amendment modification or waiver in respect of this Agreement will
be effective unless it is approved by the Rating Agencies.”




	(16)	 	Amendment to Section 6(e)
of the Agreement. Section 6(e) of the Agreement is amended by
deleting the last sentence of the introductory paragraph thereof.




34









 











     Please confirm your agreement to the terms of the foregoing Schedule by signing below.



	 	 	 	 	 	 	 
	 	 	[BANK]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	NISSAN AUTO RECEIVABLES [          ]-[      ] OWNER TRUST	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






35









 






ANNEX A




PARAGRAPH 13 TO

CREDIT SUPPORT ANNEX



to the Schedule to the

Master Agreement


dated as of [           ]


between



	 	 	 	 	 
	[Bank]
	 	and
	 	Nissan Auto Receivables [           ]-[      ]
	(“[Bank]”)
	 	 	 	Owner Trust
	 
	 	 	 	(“Counterparty”)






Paragraph 13. Elections and Variables



(a) Security Interest for “Obligations”. The term “Obligations” as used in this Annex includes no
additional obligations with respect to either party.



(b) Credit Support Obligations.





     (i) Delivery Amount, Return Amount and Credit Support Amount.




(A) “Delivery Amount” has the meaning specified in Paragraph 3(a).




(B) “Return Amount” has the meaning specified in Paragraph 3(b).




(C) “Credit Support Amount” shall not have the meaning specified in Paragraph 3(b)
and, instead, will have the following meaning:




“Credit Support Amount” means, for any Valuation Date, (i) the Secured Party’s
Modified Exposure for that Valuation Date minus (ii) the Pledgor’s Threshold;
provided, however, that the Credit Support Amount will be deemed to be zero
whenever the calculation of Credit Support Amount yields a number less than zero.




     (ii) Eligible Collateral. The following items will qualify as “Eligible
Collateral”:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	“Valuation	 	 
	 	 	 	 	[Bank]	 	Percentage”	 	 
	(A)

	 	USD Cash
	 	X
	 	[
	 	]%
	 
	 	 	 	 	 	 	 	 
	(B)

	 	Negotiable debt
obligations issued by the
U.S. Treasury Department
having a remaining
maturity of one year or
less from the Valuation
Date
	 	X
	 	[
	 	]%






36









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	“Valuation	 	 
	 	 	 	 	[Bank]	 	Percentage”	 	 
	(C)

	 	Negotiable debt
obligations issued by the
U.S. Treasury Department
having a remaining
maturity of more than one
year but less than ten
years from the Valuation
Date
	 	X
	 	[
	 	]%
	 
	 	 	 	 	 	 	 	 
	(D)

	 	Negotiable debt
obligations issued by the
U.S. Treasury Department
having a remaining
maturity of ten years or
more from the Valuation
Date
	 	X
	 	[
	 	]%
	 
	 	 	 	 	 	 	 	 
	(E)

	 	Agency Securities having
a remaining maturity of
one year or less from the
Valuation Date
	 	X
	 	[
	 	]%
	 
	 	 	 	 	 	 	 	 
	(F)

	 	Agency Securities having
a remaining maturity of
more than one year but
less than ten years from
the Valuation Date
	 	X
	 	[
	 	]%
	 
	 	 	 	 	 	 	 	 
	(G)

	 	Agency Securities having
a remaining maturity of
ten years or more from
the Valuation Date
	 	X
	 	[
	 	]%
	 
	 	 	 	 	 	 	 	 
	(H)

	 	USD denominated
Commercial Paper rated
A1/P1 by S&P and Moody’s
respectively, that (a)
settles within DTC, (b)
is not issued by [Bank]
or any of its Affiliates
and (c) has a remaining
maturity of 30 days or
less from the Valuation
Date
	 	X
	 	[
	 	]%







For purposes of the foregoing:




(a) “Agency Securities” means negotiable debt obligations which are fully
guaranteed as to both principal and interest by the Federal National
Mortgage Association, the Government National Mortgage Association or the
Federal Home Loan Mortgage Corporation, but excluding (i) interest only
and principal only securities and (ii) Collateralized Mortgage
Obligations, Real Estate Mortgage Investment Conduits and similar
derivative securities.




(b) “DTC” shall mean The Depository Trust & Clearing Corporation, or its successor.




(c) “Moody’s” shall mean Moody’s Investors Service, Inc., or its successor.




(d) “S&P” shall mean Standard & Poor’s Ratings Group, or its successor.




	 	(iii)	 	Other Eligible Support. There shall be no “Other Eligible Support” for
purposes of this Annex, unless agreed in writing between the parties.
	 
	 	(iv)	 	Thresholds.






	 	(A)	 	“Independent Amount” means zero.




37









 






	 	(B)	 	“Threshold” shall not apply with respect to the Counterparty
and, with respect to [Bank], shall mean the amounts determined on the basis of
the lower of the Credit Ratings set forth in the following table,
provided, however, that if (i)
[Bank] has no Credit Rating, or (ii) an Event of Default has occurred and is
continuing with respect to [Bank], [Bank]’s Threshold shall be U.S.$0:





	 	 	 
	CREDIT RATING	 	THRESHOLD
	(S&P /Moody’s/Fitch)	 	[Bank]
	S&P: (long-term senior unsecured debt of [Bank]) [A+] or above.
	 	 
	 
	 	 
	S&P: (short-term senior unsecured debt of [Bank]) [A-1] or above
	 	 
	 
	 	 
	Moody’s (long-term senior unsecured debt of [Bank]): [A1] or
above.
	 	 
	 
	 	 
	Moody’s (short-term senior unsecured debt of [Bank]): [P-1] or
above.
	 	 
	 
	 	 
	Fitch: (long-term senior unsecured debt of [Bank]) [    ] or above.
	 	 
	 
	 	 
	Fitch: (short-term senior unsecured debt of [Bank]) [    ] or above
	 	 
	 
	 	 
	S&P: (long-term senior unsecured debt of [Bank]) lower than [A+]

	 	US$0
	 
	 	 
	S&P: (short-term senior unsecured debt of [Bank]) lower than
[A-1]
	 	 
	 
	 	 
	Moody’s (long-term senior unsecured debt of [Bank]): lower than
[A1]
	 	 
	 
	 	 
	Moody’s (short-term senior unsecured debt of [Bank]): lower than
P-1
	 	 
	 
	 	 
	Fitch: (long-term senior unsecured debt of [Bank]) lower than [    ]
	 	 
	 
	 	 
	Fitch: (short-term senior unsecured debt of [Bank]) lower than [    ]
	 	 






     As used herein:






38









 





“Credit Rating” means, with respect to S&P, Moody’s or Fitch, as applicable, the
rating assigned by such agency to the long-term senior unsecured debt of [Bank] or
to the short-term senior unsecured debt of [Bank], as applicable.




	 	(C)	 	“Minimum Transfer Amount”, with respect to a party on any
Valuation Date, means U.S. $250,000.
	 
	 	(D)	 	Rounding. The Delivery Amount and the Return Amount will be
rounded up and down to the nearest integral multiple of $100,000, respectively.






	(c)	 	Valuation and Timing.






	 	(i)	 	“Valuation Agent” means [Bank].
	 
	 	(ii)	 	“Valuation Date” means weekly on the last Local Business Day of each week or
more frequently if agreed in writing by the parties.
	 
	 	(iii)	 	“Valuation Time” means the close of business in the city of the Valuation
Agent on the Valuation Date or date of calculation, as applicable.
	 
	 	(iv)	 	“Notification Time” means 12:00 p.m., New York time, on a Local Business Day.




(d) Conditions Precedent. With respect to [Bank], any Additional Termination Event (if
[Bank] is the Affected Party with respect to such Termination Event) will be a “Specified
Condition”.





	(e)	 	Substitution.






	 	(i)	 	“Substitution Date” has the meaning specified in Paragraph 4(d)(ii).
	 
	 	(ii)	 	Consent. Inapplicable.






	(f)	 	Dispute Resolution.






	 	(i)	 	“Resolution Time” means 1:00 p.m., New York time, on the Local Business Day
following the date on which the notice is given that gives rise to a dispute under
Paragraph 5.
	 
	 	(ii)	 	Value. For the purposes of Paragraphs 5(i)(C) and 5(ii), the Value of Posted
Credit Support other than Cash will be calculated as follows:






     (A) with respect to any Eligible Collateral except Cash, the sum of (I) (x) the
mean of the high bid and low asked prices quoted on such date by any principal
market maker for such Eligible Collateral chosen by the Disputing Party, or (y) if
no quotations are available from a principal market maker for such date, the mean of
such high bid and low asked prices as of the first day prior to such date on which
such quotations were available, plus (II) the accrued interest on such Eligible
Collateral (except to the extent Transferred to a party pursuant to any applicable
provision of this Agreement or included in the applicable price referred to in (I)
of this clause (A)) as of such date; multiplied by the applicable Valuation
Percentage.




	 	(iii)	 	Alternative. The provisions of Paragraph 5 will apply.






39









 







	(g)	 	Holding and Using Posted Collateral.








	 	(i)	 	Eligibility to Hold Posted Collateral; Custodians. Counterparty and its
Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b);
provided that the following conditions applicable to it are satisfied:






	 	(1)	 	Counterparty is not a Defaulting Party and
	 
	 	(2)	 	Posted Collateral may be held only in the following
jurisdictions:
	 
	 	 	 	New York State.






Initially, the Custodian for Counterparty is: None




	 	(ii)	 	Use of Posted Collateral. The provisions of Paragraph 6(c)(i) will not apply
to Counterparty but the provisions of Paragraph 6(c)(ii) will apply to the
Counterparty.






	(h)	 	Distributions and Interest Amount.






	 	(i)	 	Interest Rate. “Interest Rate” for any day means, the Federal Funds Overnight
Rate. For the purposes hereof, “Federal Funds Overnight Rate” means, for any day, an
interest rate per annum equal to the rate published as the Federal Funds Effective Rate
that appears on Telerate Page 118 for such day.
	 
	 	(ii)	 	Transfer of Interest Amount. The Transfer of the Interest Amount will be made
monthly on the second Local Business Day of each calendar month.
	 
	 	(iii)	 	Alternative to Interest Amount. The provisions of Paragraph 6(d)(ii) will
apply.






	(i)	 	Additional Representation(s). Not Applicable.






	(j)	 	Other Eligible Support and Other Posted Support.






	 	(i)	 	“Value” with respect to Other Eligible Support and Other Posted Support means:
Not Applicable.
	 
	 	(ii)	 	“Transfer” with respect to Other Eligible Support and Other Posted Support
means: Not Applicable






	(k)	 	Demands and Notices.




All demands, specifications and notices under this Annex will be made pursuant to the Notices
Section of this Agreement, unless otherwise specified here:





	 	 	Counterparty:
	 
	 	 	[Bank]:




40









 






	(l)	 	Addresses for Transfers.
	 
	 	 	Counterparty: as set forth in notices to [Bank] from time to time
	 
	 	 	[Bank]:
	 
	(m)	 	Other Provisions:






     (i) Modification to Paragraph 1: The following subparagraph (b) is substituted
for subparagraph (b) of this Annex:




(b) Secured Party and Pledgor. All references in this Annex to the “Secured Party”
will be to Counterparty and all corresponding references to the “Pledgor” will be to
[Bank].




     (ii) Modification to Paragraph 2: The following Paragraph 2 is substituted for
Paragraph 2 of this Annex:




Paragraph 2. Security Interest. The Pledgor hereby pledges to the Secured Party,
as security for its Obligations, and grants to the Secured Party a first priority
continuing security interest in, lien on and right of Set-Off against all Posted
Collateral Transferred to or received by the Secured Party hereunder. Upon the
Transfer by the Secured Party to the Pledgor of Posted Collateral, the security
interest and lien granted hereunder on that Posted Collateral will be released
immediately and, to the extent possible, without any further action by either party.




         (iii) Modification to Paragraph 9: The following first clause of Paragraph 9
is substituted for the first clause of Paragraph 9 of this Annex:




Paragraph 9. Representations. The Pledgor represents to the Secured Party (which
representations will be deemed to be repeated as of each date on which it Transfers
Eligible Collateral) that:




         (iv) Modifications to Paragraph 12: The following definitions of “Pledgor” and
“Secured Party” are substituted for the definitions of those terms contained in Paragraph 12
of this Annex:




“Pledgor” means [Bank], when that party (i) receives a demand for or is required to
Transfer Eligible Credit Support under Paragraph 3(a) or (ii) has Transferred
Eligible Credit Support under Paragraph 3(a).




“Secured Party” means Counterparty, when that party (i) makes a demand for or is
entitled to receive Eligible Credit Support under Paragraph 3(a) or (ii) holds or is
deemed to hold Posted Credit Support.




         (v) Addition to Paragraph 12: The following definitions of “Modified Exposure”
shall be added immediately after the definition of the term “Minimum Transfer Amount” and
immediately prior to the definition of the term “Notification Time” in Paragraph 12 of this
Annex:






41









 





“Modified Exposure” means, for any Valuation Date, an amount equal to the greater of
(i) the Secured Party’s Exposure for that Valuation Date, (ii) the amount of the
next



scheduled payment that is required to be made by [Bank] pursuant to the Transaction
and (iii) one percent of the outstanding Notional Amount of the Transaction.




     (vi) Modification to Paragraph 12: Clause “(B)” of the definition of “Value” will be
substituted to read in its entirety as follows:




“(B) a security, the bid price obtained by the Valuation Agent from one of the
Pricing Sources multiplied by the applicable Valuation Percentage, if any;”




          (vii) Addition to Paragraph 12: The following definition of “Pricing Sources” shall be
added immediately after the definition of the term “Posted Credit Support” and immediately
prior to the definition of the term “Recalculation Date” in Paragraph 12 of this Annex:




“Pricing Sources” means the sources of financial information commonly
known as Bloomberg, Bridge Information Services, Data Resources Inc.,
Interactive Data Services, International Securities Market
Association, Merrill Lynch Securities Pricing Service, Muller Data
Corporation, Reuters, Wood Gundy, Trepp Pricing, JJ Kenny, S&P and
Telerate.



Accepted and Agreed:




[BANK]




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	Title:
	 	 	 	 






NISSAN
AUTO RECEIVABLES [    ]-[    ] OWNER TRUST




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	Title:
	 	 	 	 







42