CORRESP 1 filename1.htm SEC Response Letter
    

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 12, 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 is filing herewith an Amendment No. 1 to Registration Statement on Form SF-3 (the “Amendment”) that addresses the item raised in the Comment Letter as set forth below. For your convenience, an electronic copy of this letter is being delivered to you, together with a copy of Amendment No. 1, which has been marked to show the changes from the Registration Statement as filed on December 14, 2015, as well as a clean copy of Amendment No. 1.

The Registrant’s response to the Comment Letter is set forth below. For ease of reference, the Staff’s comment has been repeated below in bold. Please note that the page references refer to the marked copy of the form of prospectus. 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 reviewer’s 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 reviewer’s findings or the sufficiency of the asset representations reviewer’s tests. Please revise your disclosure to provide that an investor will be permitted to refer a dispute related to any receivable to dispute resolution.

Response

We have revised the disclosure on page 82 of the prospectus to provide that an investor will be permitted to refer a dispute related to any receivable to dispute resolution regardless of any findings of the asset representations reviewer with respect to that receivable.


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 Registrant’s 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