Mayer Brown LLP 71 South Wacker Drive Chicago, Illinois 60606-4637
Main Tel +1 312 782 0600 Main Fax +1 312 701 7711 www.mayerbrown.com | ||
January 19, 2016
Katherine Hsu Office Chief Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 |
Re: | Nissan Auto Receivables Corporation II |
Registration Statement on Form SF-3 |
Filed December 14, 2015 |
File No. 333-208544 |
Dear Ms. Hsu:
On behalf of Nissan Auto Receivables Corporation II (the Registrant), and in response to the letter (the Comment Letter) dated January 8, 2016 with respect to the above-captioned Registration Statement on Form SF-3 (the Registration Statement) from the staff of the Securities and Exchange Commission (the Staff) to the Registrant, the Registrant previously submitted on January 12, 2016, Amendment No. 1 to Registration Statement on Form SF-3 (the Amendment), together with a response letter, dated January 12, 2016 (the Response Letter), from Mayer Brown LLP, counsel to the Registrant, setting forth the Registrants response to the Comment Letter. The Registrant wishes to supplement its response to the Staffs comment set forth in the response letter.
The Registrants supplemental response to the Comment Letter is set forth below. The supplemental response below is in addition to, not in replacement of, the response contained in the Response Letter. For ease of reference, the Staffs comment has been repeated below in bold. Unless otherwise noted, we, us and similar terms refer to the Registrant, in its capacity as the registrant and the depositor under Regulation AB.
Description of the Transfer and Servicing Agreements
Requests to Repurchase and Dispute Resolution, page 82
1. | We note your response to prior comment 8 in our letter dated November 30, 2015 with respect to the early filer program and reissue. As the Commission intended the dispute resolution requirement to be separate and distinct from the other shelf eligibility requirements, including the asset representations review requirement, the asset representations reviewers findings with respect to a receivable should not foreclose an investor from exercising its right to initiate dispute resolution with respect the repurchase of such receivable. Among other things, this will permit an investor to dispute the asset representations reviewers findings or the sufficiency of the asset representations reviewers tests. Please revise your disclosure to provide that an investor will be permitted to refer a dispute related to any receivable to dispute resolution. |
Supplemental Response
We note that Section 7.07(b) of the form of Indenture filed as Exhibit 4.1 to the Registration Statement contained language providing that if a receivable had been subject to an Asset Review and no Test Fails had been found with respect to that receivable, the receivable could not be subject to dispute resolution proceedings. We hereby confirm that we will remove such language from the Indenture for each offering of securities pursuant to the Registration Statement.
If you have specific questions you would like to discuss, please do not hesitate to contact the undersigned at (312) 701-7776, Louis Shansky, at (212) 506-2170 or the Registrants in-house counsel, David M. Lundeen, at (615) 725-1664. Please communicate any remaining comments to my attention at the address and/or facsimile number above.
Sincerely, |
/s/ Angela M. Ulum |
Angela M. Ulum |
cc: | Mark Kaczynski |
David M. Lundeen |