<PAGE>
                                                                     EXHIBIT 4.1



                   NISSAN WHOLESALE RECEIVABLES CORPORATION II

                                   TRANSFEROR





                            WILMINGTON TRUST COMPANY

                                  OWNER TRUSTEE





                                 TRUST AGREEMENT





                            DATED AS OF JULY 24, 2003





                      NISSAN MASTER OWNER TRUST RECEIVABLES



<PAGE>


                                TABLE OF CONTENTS



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ARTICLE I             DEFINITIONS................................................................................1

         Section 1.01          Definitions.......................................................................1

         Section 1.02          Other Definitional Provisions.....................................................2

ARTICLE II            ORGANIZATION...............................................................................2

         Section 2.01          Name..............................................................................2

         Section 2.02          Office............................................................................3

         Section 2.03          Purpose and Powers................................................................3

         Section 2.04          Appointment of Owner Trustee......................................................4

         Section 2.05          Initial Capital Contribution of Trust Assets......................................4

         Section 2.06          Declaration of Trust..............................................................4

         Section 2.07          Title to Trust Property...........................................................4

         Section 2.08          Situs of Trust....................................................................5

         Section 2.09          Representations and Warranties of Transferor......................................5

         Section 2.10          Liability of Certificateholders...................................................6

         Section 2.11          Tax Status........................................................................6

ARTICLE III           CERTIFICATES...............................................................................7

         Section 3.01          Initial Ownership.................................................................7

         Section 3.02          Form of Certificates..............................................................7

         Section 3.03          Authentication of Certificates....................................................7

         Section 3.04          Restrictions on Transfer..........................................................8

         Section 3.05          Mutilated, Destroyed, Lost or Stolen Certificate..................................8

         Section 3.06          Issuance of New Certificates......................................................8

         Section 3.07          Allocations to Transferor Interest................................................9

ARTICLE IV            ACTIONS BY OWNER TRUSTEE..................................................................10

         Section 4.01          Prior Notice to Transferor with Respect to Certain Matters.......................10

         Section 4.02          Restrictions on Power............................................................10

ARTICLE V             AUTHORITY AND DUTIES OF OWNER TRUSTEE.....................................................10

         Section 5.01          General Authority................................................................10

         Section 5.02          General Duties...................................................................11

         Section 5.03          Action Upon Instruction..........................................................11
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                                TABLE OF CONTENTS
                                   (continued)


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         Section 5.04          No Duties Except as Specified in this Agreement or in Instructions...............12

         Section 5.05          No Action Except Under Specified Documents or Instructions.......................12

         Section 5.06          Restrictions.....................................................................13

ARTICLE VI            CONCERNING THE OWNER TRUSTEE..............................................................13

         Section 6.01          Acceptance of Trusts and Duties..................................................13

         Section 6.02          Furnishing of Documents..........................................................14

         Section 6.03          Representations and Warranties...................................................15

         Section 6.04          Reliance; Advice of Counsel......................................................15

         Section 6.05          Not Acting in Individual Capacity................................................16

         Section 6.06          Owner Trustee Not Liable for Certificates, Notes or Receivables..................16

         Section 6.07          Owner Trustee May Own Notes......................................................16

ARTICLE VII           COMPENSATION AND INDEMNITY OF OWNER TRUSTEE...............................................17

         Section 7.01          Owner Trustee's Fees and Expenses................................................17

         Section 7.02          Indemnification..................................................................17

         Section 7.03          Payments to the Owner Trustee....................................................17

ARTICLE VIII          TERMINATION OF AGREEMENT..................................................................18

         Section 8.01          Termination of Agreement.........................................................18

ARTICLE IX            SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES....................................18

         Section 9.01          Eligibility Requirements for Owner Trustee.......................................18

         Section 9.02          Resignation or Removal of Owner Trustee..........................................18

         Section 9.03          Successor Owner Trustee..........................................................19

         Section 9.04          Merger or Consolidation of Owner Trustee.........................................20

         Section 9.05          Appointment of Co-Trustee or Separate Trustee....................................20

         Section 9.06          Compliance with Delaware Statutory Trust Act.....................................21

ARTICLE X             MISCELLANEOUS.............................................................................21

         Section 10.01         Supplements and Amendments.......................................................21

         Section 10.02         No Legal Title to Trust Assets in Certificateholders.............................23

         Section 10.03         Limitations on Rights of Others..................................................23
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                                TABLE OF CONTENTS
                                   (continued)


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         Section 10.04         Notices..........................................................................23

         Section 10.05         Severability.....................................................................23

         Section 10.06         Separate Counterparts............................................................24

         Section 10.07         Successors and Assigns...........................................................24

         Section 10.08         Nonpetition......................................................................24

         Section 10.09         No Recourse......................................................................24

         Section 10.10         Headings.........................................................................24

         Section 10.11         Governing Law....................................................................24

         Section 10.12         Transferor Payment Obligation....................................................25

         Section 10.13         Acceptance of Terms of Agreement.................................................25

         Section 10.14         Integration of Documents.........................................................25
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                                     -iii-

<PAGE>


         TRUST AGREEMENT, dated as of July 24, 2003 (as modified, supplemented
or amended from time to time, this "Agreement"), by and between NISSAN WHOLESALE
RECEIVABLES CORPORATION II ("NWRC II"), a Delaware corporation, as Transferor
("Transferor"), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as
Owner Trustee ("Owner Trustee"), amending and restating in its entirety the
Trust Agreement, dated as of May 13, 2003 (the "Original Trust Agreement"),
between the same parties.

                                     RECITAL

         The parties to this Agreement, by executing and delivering this
Agreement, will create Nissan Master Owner Trust Receivables ("NMOTR") and
provide for, among other things, the issuance of the Certificates.

         In consideration of the mutual covenants and agreements herein
contained, and other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows.

                             STATEMENT OF AGREEMENT

                                   ARTICLE I
                                  DEFINITIONS

         Section 1.01 DEFINITIONS

         Whenever used in this Agreement, the following words and phrases have
the following meanings, and the definitions of such terms are applicable to the
singular as well as the plural forms of such terms and to the masculine as well
as to the feminine and neuter genders of such terms.

         "Corporate Trust Office" means, with respect to the Owner Trustee, the
principal corporate trust office of the Owner Trustee located at Rodney Square
North, 1100 North Market Street, Wilmington, Delaware 19890; or such other
address as the Owner Trustee may designate by notice to the Transferor, or the
principal corporate trust office of any successor Owner Trustee (the address of
which the successor Owner Trustee will notify the Transferor).

         "Expenses" has the meaning specified in Section 7.02.

         "Indemnified Parties" has the meaning specified in Section 7.02.

         "Original Trust Agreement" has the meaning assigned to such term in the
introductory paragraph to this Agreement.

         "Statutory Trust Statute" means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. Code Section 3801 et seq.


<PAGE>

         Section 1.02 OTHER DEFINITIONAL PROVISIONS.

         (a) All terms used herein and not otherwise defined herein have
meanings ascribed to them in the Annex of Definitions and, with respect to any
Series, the related Indenture Supplement and any related Annex of Definitions
thereto.

         (b) All terms defined in this Agreement have the defined meanings when
used in any certificate or other document made or delivered pursuant hereto
unless otherwise defined therein.

         (c) As used in this Agreement and in any certificate or other document
made or delivered pursuant hereto or thereto, accounting terms not defined in
this Agreement or in any such certificate or other document, and accounting
terms partly defined in this Agreement or in any such certificate or other
document to the extent not defined, have the respective meanings given to them
under generally accepted accounting principles or regulatory accounting
principles, as applicable and as in effect on the date of this Agreement. To the
extent that the definitions of accounting terms in this Agreement or in any such
certificate or other document are inconsistent with the meanings of such terms
under generally accepted accounting principles or regulatory accounting
principles in the United States, the definitions contained in this Agreement or
in any such certificate or other document control.

         (d) Any reference to each Rating Agency only applies to any specific
rating agency if such rating agency is then rating any outstanding Series.

         (e) Unless otherwise specified, references to any dollar amount on any
particular date means such amount at the close of business on such day.

         (f) The words "hereof," "herein" and "hereunder" and words of similar
import when used in this Agreement refer to this Agreement as a whole and not to
any particular provision of this Agreement. References to any subsection,
Section, Schedule or Exhibit are references to subsections, Sections, Schedules
and Exhibits in or to this Agreement, unless otherwise specified. The term
"including" means "including without limitation."

                                   ARTICLE II
                                  ORGANIZATION

         Section 2.01 NAME.

         A Delaware statutory trust known as "Nissan Master Owner Trust
Receivables," referred to herein as the Issuer, was formed in accordance with
the provisions of the Statutory Trust Statute pursuant to the Original Trust
Agreement. Under the Original Trust Agreement, the Owner Trustee was, and under
this Agreement the Owner Trustee hereby is, authorized and vested with the power
and authority to make and execute contracts, instruments, certificates,
agreements and other writings on behalf of the Issuer as set forth herein and to
sue and be sued on behalf of the Issuer.



                                       2
<PAGE>

         Section 2.02 OFFICE.

         The office of the Issuer will be in care of the Owner Trustee at the
Corporate Trust Office or at such other address in the State of Delaware as the
Owner Trustee may designate by written notice to the Indenture Trustee and the
Transferor.

         Section 2.03 PURPOSE AND POWERS.

         (a) The purpose of the Issuer is, and the Issuer has the power and
authority, to engage in the following activities:

                  (i) to issue the Notes pursuant to the Indenture (and the
         related Indenture Supplement) and the Certificates pursuant to this
         Agreement and to sell the Notes and the Certificates upon the written
         order of the Transferor;

                  (ii) to pay for, or reimburse the Transferor for, any
         organizational, start-up and transactional expenses of the Issuer, to
         acquire the Receivables (and other Trust Assets) pursuant to the
         Transfer and Servicing Agreement;

                  (iii) to assign, grant, pledge and mortgage the Trust Assets
         pursuant to the Indenture and to hold, manage and distribute to the
         Certificateholders or the Noteholders pursuant to the terms of this
         Agreement and the Transaction Documents any portion of the Trust Assets
         released from the lien of, and remitted to the Issuer pursuant to, the
         Indenture;

                  (iv) to enter into and perform its obligations under the
         Transaction Documents to which it is to be a party;

                  (v) to engage in those activities, including entering into
         agreements, that are necessary, suitable or convenient to accomplish
         the foregoing or are incidental thereto or connected therewith; and

                  (vi) subject to compliance with the Transaction Documents, to
         engage in such other activities as are required in connection with
         conservation of the Trust Assets and the making of payments to the
         Noteholders and distributions to the Certificateholders.

         (b) The Issuer may, from time to time, if so directed by the
Transferor, as provided in Section 5.08 of the Transfer and Servicing Agreement,
enter into a currency Swap Agreement with a Swap Counterparty to swap amounts
payable to Certificateholders from U.S. dollars to Japanese yen; provided, that
(1) at the time the Issuer enters into the Swap Agreement, the Rating Agency
Condition shall be satisfied, and (2) any payments to the Swap Counterparty
(including termination payments) are payable only from amounts that are
otherwise payable to the Certificateholders. If the Transferor notifies the
Administrator with respect to the Issuer's election to enter into such a Swap
Agreement, the Administrator will prepare all necessary and appropriate
documentation and take all of the necessary and appropriate actions to cause the
Issuer to enter into such a Swap Agreement. Any payments received by the Issuer
from the Swap Counterparty under such a Swap Agreement shall not be deposited in
the Collection



                                       3
<PAGE>

Account and shall be paid by the Indenture Trustee directly to or to the order
of the Certificateholders on the related Payment Date.

         (c) The Issuer may not engage in any activity other than in connection
with the foregoing or other than as required or authorized by the terms of this
Agreement or the Transaction Documents.

         Section 2.04 APPOINTMENT OF OWNER TRUSTEE.

         The Transferor (and each other Certificateholder by its acceptance of a
Certificate or any beneficial interest therein) hereby appoints the Owner
Trustee as trustee of the Issuer, to have all the rights, powers and duties set
forth herein.

         Section 2.05 INITIAL CAPITAL CONTRIBUTION OF TRUST ASSETS.

         The Transferor hereby assigns, transfers, conveys and sets over to the
Owner Trustee, as of the date hereof, the sum of $1. The Owner Trustee hereby
acknowledges receipt in trust from the Transferor, as of the date hereof, of the
foregoing contribution, which constitutes the initial Trust Assets and will be
held by the Owner Trustee as specified herein. Pursuant to the Transfer and
Servicing Agreement, the Transferor will from time to time transfer to the
Issuer Receivables and other Trust Assets, all of which will constitute Trust
Assets and will be held by the Owner Trustee as specified herein. The Transferor
will pay organizational expenses of the Issuer as they may arise or will, upon
the request of the Owner Trustee, promptly reimburse the Owner Trustee for any
such expenses paid by the Owner Trustee.

         Section 2.06 DECLARATION OF TRUST.

         The Owner Trustee hereby declares that it will hold the Trust Assets,
and in the event the Issuer enters into a currency Swap Agreement at the
direction of the Transferor pursuant to Section 5.08 of the Transfer and
Servicing Agreement, any such Swap Agreement and payments made by any such Swap
Counterparty, in trust upon and subject to the conditions set forth herein for
the use and benefit of the Certificateholders, subject to the obligations of the
Issuer under the Transaction Documents to which it is a party. It is the
intention of the parties hereto that (i) the Issuer constitute a statutory trust
under the laws of the State of Delaware and that this Agreement constitute the
governing instrument of such statutory trust and (ii) except as set forth in
Section 2.11, for income and franchise tax purposes, the Issuer will be treated
as a security device and disregarded as an entity and its assets treated as
owned in whole by the Certificateholder(s). The parties hereto agree that they
will take no action contrary to the foregoing intention. Effective as of the
date hereof, the Owner Trustee has all rights, powers and duties set forth
herein with respect to accomplishing the purposes of the Issuer. The Owner
Trustee has filed the Certificate of Trust with the Secretary of State of
Delaware.

         Section 2.07 TITLE TO TRUST PROPERTY.

         Legal title to all Trust Assets will be vested at all times in the
Issuer as a separate legal entity, except where applicable law in any
jurisdiction requires title to any part of the Trust Assets to be vested in a
trustee or trustees, in which case it will be deemed to be vested in the Owner
Trustee, a co-trustee and/or a separate trustee, as the case may be.



                                       4
<PAGE>

         Section 2.08 SITUS OF TRUST.

         The Issuer will be located and administered in the State of Delaware.
All bank accounts maintained by the Owner Trustee on behalf of the Issuer will
be located in the State of Delaware or the State of New York. The Issuer will
not have any employees in any state other than Delaware; provided, however, that
nothing herein will restrict or prohibit the Owner Trustee from having employees
within or without the State of Delaware. Payments will be received by the Issuer
only in Delaware or New York, and payments will be made by the Issuer only from
Delaware or New York. The only office of the Issuer will be at the Corporate
Trust Office in Delaware.

         Section 2.09 REPRESENTATIONS AND WARRANTIES OF TRANSFEROR.

         The Transferor hereby represents and warrants to the Owner Trustee
that:

         (a) The Transferor is a Delaware corporation duly organized and validly
existing in good standing under the laws of the State of Delaware and has full
corporate power and authority to own its properties and to conduct its business
as such properties are currently owned and such business is currently conducted,
and to execute, deliver and perform its obligations under this Agreement, the
other Transaction Documents and any other document related hereto or thereto to
which it is a party and to perform its obligations as contemplated hereby and
thereby.

         (b) The Transferor is duly qualified to do business and is in good
standing (or is exempt from such requirement) in any state required in order to
conduct its business, and has obtained all necessary licenses and approvals with
respect to the Transferor, in each jurisdiction where failure to so qualify or
to obtain such licenses and approvals would have a Significant Adverse Effect on
its ability to perform its obligations under this Agreement or any other
document related hereto to which the Transferor is a party.

         (c) The execution and delivery of this Agreement and the consummation
of the transactions provided for in this Agreement and in the other Transaction
Documents to which the Transferor is a party have been duly authorized by the
Transferor by all necessary corporate action on its part and each of this
Agreement and the other Transaction Documents to which the Transferor is a party
will remain, from the time of its execution, an official record of the
Transferor; the Transferor has the power and authority to assign the property to
be assigned to and deposited with the Issuer pursuant to Section 2.05 of this
Agreement and Section 2.01 of the Transfer and Servicing Agreement.

         (d) The execution and delivery of this Agreement, the performance of
the transactions contemplated by this Agreement and the fulfillment of the terms
hereof will not conflict with, result in any breach of any of the material terms
and provisions of, or constitute (with or without notice or lapse of time or
both) a material default under, any indenture, contract, agreement, mortgage,
deed of trust or other instrument to which the Transferor is a party or by which
it or any of its properties are bound (other than violations of such indentures,
contracts, agreements, mortgages, deeds of trust or other instruments which,
individually or in the aggregate, would not have a Significant Adverse Effect on
the Transferor's ability to perform its obligations under this Agreement).



                                       5
<PAGE>

         (e) The execution and delivery of this Agreement, the performance of
the transactions contemplated by this Agreement and the fulfillment of the terms
hereof will not conflict with or violate any Requirements of Law applicable to
the Transferor.

         (f) There are no proceedings pending or, to the best knowledge of the
Transferor, proceedings threatened or investigations pending or threatened
against the Transferor before or by any court, regulatory body, administrative
agency, or other tribunal or governmental instrumentality having jurisdiction
over the Transferor (i) asserting the invalidity of any of the Transaction
Documents to which the Transferor is a party, (ii) seeking to prevent the
consummation of any of the transactions contemplated by any of the Transaction
Documents to which the Transferor is a party, (iii) seeking any determination or
ruling that, in the reasonable judgment of the Transferor, would materially and
adversely affect the performance by the Transferor of its obligations under the
Transaction Documents to which the Transferor is a party or (iv) seeking any
determination or ruling that would materially and adversely affect the validity
or enforceability of the Transaction Documents to which the Transferor is a
party.

         (g) This Agreement and the other Transaction Documents to which the
Transferor is a party constitute the legal, valid and binding obligation of the
Transferor, enforceable against it in accordance with the terms hereof or
thereof, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter in
effect affecting the enforcement of creditors' rights in general and except as
such enforceability may be limited by general principles of equity (whether
considered in a suit at law or in equity).

         Section 2.10 LIABILITY OF CERTIFICATEHOLDERS.

         The holders of the Certificates and any Supplemental Certificates will
not be personally liable for the debts or other obligations of the Issuer except
to the extent provided otherwise in the Transaction Documents.

         Section 2.11 TAX STATUS.

         It is the intent of the Transferor, Owner Trustee and each
Certificateholder that, for purposes of United States federal, state and local
income tax, any state single business tax and any other income taxes, the Issuer
will be treated as a division or branch of the Person holding the beneficial
ownership interests in the Issuer for any period during which the beneficial
interests of the Issuer are held by one Person, and will be treated as a
partnership (and not as an association or publicly traded partnership taxable as
a corporation), and Certificateholders will be treated as partners in that
partnership, for any period during which the beneficial ownership interests in
the Issuer are held by more than one Person. For any such period during which
the beneficial ownership interests in the Issuer are held by more than one
Person, each Certificateholder, by acceptance of a Certificate or any beneficial
interest therein, agrees to treat, and to take no action inconsistent with the
treatment of, the Certificates as partnership interests in the Issuer for tax
purposes.



                                       6
<PAGE>

                                  ARTICLE III
                                  CERTIFICATES

         Section 3.01 INITIAL OWNERSHIP.

         Upon the formation of the Issuer by the contribution pursuant to
Section 2.05, the Transferor will be the sole beneficial owner of the Issuer.

         Section 3.02 FORM OF CERTIFICATES.

         (a) Subject to Section 5.06, any Certificateholder may elect at any
time, by written notice to the Owner Trustee, to have its interest in the
Transferor Interest be (i) an uncertificated interest or (ii) evidenced by a
certificate. The Certificate, if certificated, will be issued in registered
form, substantially in the form of Exhibit A, and will, upon issue, be executed
by the Owner Trustee on behalf of the Issuer and authenticated by the Owner
Trustee for delivery as provided in Section 3.03. If any Certificateholder
elects to have its interest in the Transferor Interest be uncertificated, it
will deliver to the Owner Trustee for cancellation any Certificate or
Supplemental Certificate, as the case may be, previously issued and the Owner
Trustee will make appropriate entries in its books and records to evidence such
uncertificated interest in the Transferor Interest. The Owner Trustee will keep
with the books and records of the Issuer a register, in book-entry form, of each
Person owning any uncertificated interest in the Transferor Interest. The
Certificate, if in certificated form, will be a single certificate that
initially represents the entire Transferor Interest.

         (b) The Certificates will be executed by manual or facsimile signature
of the Owner Trustee. The Certificates bearing the manual or facsimile
signatures of individuals who were, at the time when such signatures were
affixed, authorized to sign on behalf of the Issuer, will, when duly
authenticated pursuant to Section 3.03, be validly issued and entitled to the
benefits of this Agreement, notwithstanding that such individuals or any of them
have ceased to be so authorized prior to the authentication and delivery of the
Certificates or did not hold such offices at the date of authentication and
delivery of the Certificates.

         Section 3.03 AUTHENTICATION OF CERTIFICATES.

         On the first Series Issuance Date, the Owner Trustee will authenticate
and deliver the Certificate[s], if certificated, upon the written order of the
Transferor, signed by its chairman of the board, its president, any vice
president, secretary, any assistant treasurer or any authorized signer, without
further corporate action by the Transferor. No Certificate, if certificated,
will be entitled to any benefit under this Agreement, or be valid for any
purpose, unless there appears on such Certificate a certificate of
authentication substantially in the form provided for herein, executed by or on
behalf of the Owner Trustee by the manual signature of a duly authorized signer,
and such certificate upon any Certificate will be conclusive evidence, and the
only evidence, that such Certificate has been duly authenticated and delivered
hereunder. Each Certificate will be dated the date of its authentication.



                                       7
<PAGE>

         Section 3.04 RESTRICTIONS ON TRANSFER.

         To the fullest extent permitted by applicable law, the Certificates (or
any interest therein) may not be sold, transferred, assigned, participated,
pledged or otherwise disposed of to any Person; provided, however, that a
Certificate (or any interest therein) may be sold, transferred, assigned,
participated, pledged or otherwise disposed of if the transferor thereof has
provided the Owner Trustee and the Indenture Trustee with a Required Federal
Income Tax Opinion relating to such sale, transfer, assignment, participation,
pledge or other disposition.

         Section 3.05 MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATE.

         If (a) any mutilated Certificate is surrendered to the Owner Trustee,
or the Owner Trustee receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate, and (b) there is delivered to the Owner
Trustee such security or indemnity as it may require to hold it harmless, then,
in the absence of notice to the Owner Trustee that such Certificate has been
acquired by a protected purchaser, the Owner Trustee on behalf of the Issuer
will execute, and the Owner Trustee will authenticate and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a
replacement Certificate of like tenor (including the same date of issuance) and
denomination. In connection with the issuance of any replacement Certificate
under this Section, the Owner Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other reasonable expenses connected therewith. Every
replacement Certificate issued pursuant to this Section in replacement of any
mutilated, destroyed, lost or stolen Certificate will constitute complete and
indefeasible evidence of an ownership interest in the Issuer, as if originally
issued, whether or not the mutilated, destroyed, lost or stolen Certificate is
found at any time.

         Section 3.06 ISSUANCE OF NEW CERTIFICATES.

         (a) Any Certificateholder may surrender its certificated or
uncertificated Certificate to the Owner Trustee in exchange for a newly issued
certificated or uncertificated Certificate and a second certificated or
uncertificated interest in the Transferor Interest (a "Supplemental
Certificate"), the terms of which will be defined in a supplement (a
"Certificate Supplement") to this Agreement (which Certificate Supplement will
be subject to Section 10.01 to the extent that it amends any of the terms of
this Agreement), to be delivered to or upon the order of such Certificateholder;
provided, however, notwithstanding anything contained herein, any exchange of a
certificated Certificate for an uncertificated Certificate or an uncertificated
Certificate for a certificated Certificate by the Holder of such Certificate
will not be subject to the conditions set forth in clauses (i) through (vi)
below. Except as set forth in the proviso to the immediately preceding sentence,
the issuance of any such Supplemental Certificate will be subject to
satisfaction of the following conditions:

                  (i) on or before the fifth day immediately preceding such
         issuance, the applicable Certificateholder shall have given the Owner
         Trustee, the Servicer, the Indenture Trustee and each Rating Agency
         notice (unless such notice requirement is otherwise waived) of such
         Certificate surrender and exchange;


                                       8
<PAGE>

                  (ii) the applicable Certificateholder shall have delivered to
         the Owner Trustee and the Indenture Trustee any related Certificate
         Supplement in form satisfactory to the Owner Trustee and the Indenture
         Trustee, executed by the Transferor;

                  (iii) such issuance will not result in any Significant Adverse
         Effect and the Transferor shall have delivered to the Owner Trustee and
         the Indenture Trustee an Officers' Certificate, dated the date of such
         surrender and exchange, to the effect that the Transferor reasonably
         believes that such surrender and exchange will not, based on the facts
         known to such officer at the time of such certification, have a
         Significant Adverse Effect;

                  (iv) the Transferor shall have delivered to the Owner Trustee
         and Indenture Trustee (with a copy to each Rating Agency) a Required
         Federal Income Tax Opinion, dated the date of such surrender and
         exchange with respect to such surrender and exchange; and

                  (v) the Adjusted Pool Balance as of the date of such issuance
         is greater than the Required Participation Amount as of the date of
         such issuance after giving effect to such surrender and exchange.

         (b) Any Supplemental Certificate held by any Person may be transferred
or exchanged only upon the delivery to the Trustee of a Required Federal Income
Tax Opinion dated as of the date of such transfer or exchange, as the case may
be, with respect to such transfer or exchange.

         Section 3.07 ALLOCATIONS TO TRANSFEROR INTEREST.

         (a) Taken together, the Certificates represent the beneficial ownership
interest in the Trust Assets not allocated pursuant to the Transaction Documents
to the Noteholders, including the right to receive Collections with respect to
the Receivables and other amounts at the times and in the amounts specified in
the Indenture and any Indenture Supplement to be paid to the holders of the
Transferor Interest subject to the lien of the Indenture; provided, however,
that the Certificates will represent a beneficial interest in the Collection
Account, the Excess Funding Account or any Series Account, subject to the lien
of the Indenture Trustee and only as specifically provided in the Transfer and
Servicing Agreement, the Indenture or any Indenture Supplement.

         (b) On each Payment Date, the holders of the Transferor Interest shall
pay to the Servicer a portion of the Servicing Fee equal to the Servicing Fee
minus the aggregate of the Monthly Servicing Fees for all Outstanding Series, as
specified in the related Indenture Supplements, and in no event will the holders
of the Transferor Interest be liable for the Monthly Servicing Fee with respect
to any Series.




                                       9
<PAGE>

                                   ARTICLE IV
                            ACTIONS BY OWNER TRUSTEE

         Section 4.01 PRIOR NOTICE TO TRANSFEROR WITH RESPECT TO CERTAIN
MATTERS.

         With respect to the following matters, unless otherwise instructed by
the Certificateholders, the Owner Trustee will not take action unless at least
thirty (30) days before the taking of such action the Owner Trustee has given
notice to the Certificateholders of:

         (a) the initiation of any claim or lawsuit by the Issuer or the Owner
Trustee (other than an action to collect on the Trust Assets) and the settlement
of any action, claim or lawsuit brought by or against the Issuer or the Owner
Trustee (other than an action to collect on the Trust Assets);

         (b) the election by the Issuer to file an amendment to the Certificate
of Trust (unless such amendment is required to be filed under the Delaware
Statutory Trust Act);

         (c) the amendment of the Indenture by a supplemental indenture in
circumstances where the consent of any Noteholder is required;

         (d) the amendment of the Indenture by a supplemental indenture in
circumstances where the consent of any Noteholder is not required and such
amendment materially adversely affects the interest of any Certificateholder;

         (e) the amendment, change or modification of the Administration
Agreement, except to cure any ambiguity or to amend or supplement any provision
in a manner that would not materially adversely affect the interests of any
Certificateholder; or

         (f) the appointment pursuant to the Indenture of a replacement or
successor Note Registrar or Indenture Trustee, or the consent to the assignment
by the Note Registrar, Administrator or Indenture Trustee of its obligations
under the Indenture.

         Section 4.02 RESTRICTIONS ON POWER.

         The Owner Trustee will not be required to take or refrain from taking
any action if such action or inaction is contrary to any obligation of the Owner
Trustee under any of the Transaction Documents or contrary to Section 2.03.

                                    ARTICLE V
                      AUTHORITY AND DUTIES OF OWNER TRUSTEE

         Section 5.01 GENERAL AUTHORITY.

         The Owner Trustee is authorized and directed to execute and deliver on
behalf of the Issuer the Transaction Documents and each certificate or other
document attached as an exhibit to or contemplated by the Transaction Documents
to which the Owner Trustee is to be a party, or any amendment thereto or other
agreement, in each case, in such form as the Transaction Documents shall require
or the Transferor approves as evidenced conclusively by the Owner Trustee's
execution thereof. In addition to the foregoing, the Owner Trustee is
authorized, but is not obligated, to take all actions required of the Owner


                                       10
<PAGE>

Trustee pursuant to the Transaction Documents. The Owner Trustee is further
authorized from time to time to take such action on behalf of the Issuer as is
permitted by this Agreement and the other Transaction Documents and which the
Transferor or the Administrator directs in writing with respect to the
Transaction Documents.

         Section 5.02 GENERAL DUTIES.

         Subject to Section 4.01 hereof, it is the duty of the Owner Trustee to
discharge (or cause to be discharged) all of its responsibilities pursuant to
the terms of this Agreement and the other Transaction Documents to which the
Issuer is a party and to administer the Issuer in the interest of the
Certificateholders, subject to the Transaction Documents and in accordance with
the provisions of this Agreement. Notwithstanding anything else to the contrary
in this Agreement, the Owner Trustee will be deemed to have discharged its
duties and responsibilities hereunder and under the other Transaction Documents
to the extent the Administrator has agreed in the Administration Agreement to
perform any act or to discharge any duty of the Owner Trustee or the Issuer
hereunder or under any other Transaction Document, and the Owner Trustee will
not be liable for the default or failure of the Administrator to carry out its
obligations under the Administration Agreement. Except as expressly provided in
the Transaction Documents, the Owner Trustee has no obligation to administer,
service or collect the Receivables or to maintain, monitor or otherwise
supervise the administration, servicing or collection of the Receivables.

         Section 5.03 ACTION UPON INSTRUCTION.

         (a) The Certificateholders may by written instruction direct the Owner
Trustee in the management of the Issuer and otherwise hereunder in connection
with the Issuer.

         (b) The Owner Trustee will not be required to take any action hereunder
or under any other Transaction Document if the Owner Trustee reasonably
determines, or is advised by counsel, that such action is likely to result in
liability on the part of the Owner Trustee or is contrary to the terms hereof or
of any other Transaction Document or is otherwise contrary to law.

         (c) Whenever the Owner Trustee is unable to decide between alternative
courses of action permitted or required by the terms of this Agreement or any
other Transaction Document, the Owner Trustee will promptly give notice (in such
form as is appropriate under the circumstances) to the Certificateholders
requesting instruction as to the course of action to be adopted, and to the
extent the Owner Trustee acts in good faith in accordance with any written
instruction of the Certificateholders received, the Owner Trustee will not be
liable on account of such action to any Person. If the Owner Trustee does not
receive appropriate instruction within ten (10) days of such notice (or within
such shorter period of time as reasonably may be specified in such notice or may
be necessary under the circumstances) it may, but will be under no duty to, take
or refrain from taking such action, not in violation of this Agreement or the
other Transaction Documents, as it deems to be in the best interest of the
Certificateholders, and will have no liability to any Person for such action or
inaction.


                                       11
<PAGE>

         (d) If the Owner Trustee is unsure as to the application of any
provision of this Agreement or any other Transaction Document or any such
provision is ambiguous as to its application, or is, or appears to be, in
conflict with any other applicable provision, or if this Agreement permits any
determination by the Owner Trustee or is silent or is incomplete as to the
course of action that the Owner Trustee is required to take with respect to a
particular set of facts, the Owner Trustee may give notice (in such form as is
appropriate under the circumstances) to the Certificateholders requesting
instruction and, to the extent that the Owner Trustee acts or refrains from
acting in good faith in accordance with any such instruction received, the Owner
Trustee will not be liable, on account of such action or inaction, to any
Person. If the Owner Trustee does not receive appropriate instruction within ten
(10) days of such notice (or within such shorter period of time as reasonably
may be specified in such notice or may be necessary under the circumstances) it
may, but will be under no duty to, take or refrain from taking such action, not
in violation of this Agreement or the other Transaction Documents, as it deems
to be in the best interests of the Certificateholders, and will have no
liability to any Person for such action or inaction.

         Section 5.04 NO DUTIES EXCEPT AS SPECIFIED IN THIS AGREEMENT OR IN
INSTRUCTIONS.

         The Owner Trustee has no duty or obligation to manage, make any payment
with respect to, register, record, sell, dispose of, or otherwise deal with the
Issuer or the Trust Assets, or to otherwise take or refrain from taking any
action under, or in connection with, any document contemplated hereby to which
the Owner Trustee is a party, except as expressly provided by the terms of this
Agreement or in any document or written instruction received by the Owner
Trustee pursuant to Section 5.03; and no implied duties or obligations are to be
read into this Agreement or any other Transaction Document against the Owner
Trustee. The Owner Trustee has no responsibility for any filing or recording,
including filing any financing or continuation statement in any public office at
any time or to otherwise perfect or maintain the perfection of any security
interest or lien granted to it hereunder or to prepare or file any Commission
filing for the Issuer or to record this Agreement or any other Transaction
Document. The Owner Trustee nevertheless agrees that it will (or will cause the
Trust Company to), at its own cost and expense, promptly take all action as may
be necessary to discharge any liens on any part of the Trust Assets that result
from actions by, or claims against, the Owner Trustee or the Trust Company that
are not related to the ownership or the administration of the Trust Assets or
the transactions contemplated hereby or by the other Transaction Documents.

         Section 5.05 NO ACTION EXCEPT UNDER SPECIFIED DOCUMENTS OR
INSTRUCTIONS.

         The Owner Trustee may not manage, control, use, sell, dispose of or
otherwise deal with any part of the Trust Assets except (a) in accordance with
the powers granted to and the authority conferred upon the Owner Trustee
pursuant to this Agreement, (b) in accordance with the other Transaction
Documents to which the Issuer or the Owner Trustee is a party and (c) in
accordance with any document or instruction delivered to the Owner Trustee
pursuant to Section 5.03. The Certificateholders may not direct the Owner
Trustee to take any action that would violate the provisions of this Section
5.05.



                                       12
<PAGE>

         Section 5.06 RESTRICTIONS.

         The Owner Trustee may not take any action (i) that would violate the
purposes of the Issuer set forth in Section 2.03 or (ii) that, to the actual
knowledge of the Owner Trustee, would (x) result in the Issuer becoming an
association (or publicly traded partnership) taxable as a corporation for
federal income tax purposes or (y) affect the treatment of the Notes as
indebtedness for federal or state income tax purposes. The Certificateholders
may not direct the Owner Trustee to take any action that would violate the
provisions of this Section 5.06.

                                   ARTICLE VI
                          CONCERNING THE OWNER TRUSTEE

         Section 6.01 ACCEPTANCE OF TRUSTS AND DUTIES.

         The Owner Trustee accepts the trusts hereby created and agrees to
perform its duties hereunder with respect to such trusts, but only upon the
terms of this Agreement. The Owner Trustee also agrees to disburse all monies
actually received by it constituting part of the Trust Assets upon the terms of
this Agreement and the other Transaction Documents. The Owner Trustee will not
be answerable or accountable hereunder or under any other Transaction Document
under any circumstances, except (i) for its own willful misconduct or negligence
or (ii) in the case of the inaccuracy of any representation or warranty
contained in Section 6.03 expressly made by the Owner Trustee. In particular,
but not by way of limitation (and subject to the exceptions set forth in the
preceding sentence):

         (a) except with respect to a claim based on the failure of the Owner
Trustee to perform its duties under this Trust Agreement or based on the Owner
Trustee's willful misconduct, bad faith or negligence, the Owner Trustee will
not be liable for any error of judgment made by a responsible officer of the
Owner Trustee;

         (b) the Owner Trustee will not be liable with respect to any action
taken or omitted to be taken by it in accordance with the instructions of the
Administrator or the Certificateholders;

         (c) no provision of this Agreement or any other Transaction Document
will require the Owner Trustee to expend or risk funds or otherwise incur any
financial liability in the performance of any of its rights or powers hereunder
or under any other Transaction Document, if the Owner Trustee has reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured or provided to it;

         (d) under no circumstances will the Owner Trustee be liable for
indebtedness evidenced by or arising under any of the Transaction Documents,
including the principal of and interest on the Notes or amounts distributable on
the Certificates;

         (e) the Owner Trustee will not be responsible for or in respect of the
validity or sufficiency of this Agreement or for the due execution hereof by the
Transferor or for the form, character, genuineness, sufficiency, value or
validity of any of the Trust Assets or for or in respect of the validity or
sufficiency of the Transaction Documents, other than the genuineness of the
signature and countersignature of the Owner Trustee on the certificate of
authentication on the Certificates, and the Owner Trustee will in no event
assume or incur any liability, duty, or



                                       13
<PAGE>

obligation to any Noteholder or to any Certificateholder, other than as
expressly provided for herein or expressly agreed to in the other Transaction
Documents;

         (f) the Owner Trustee will not be liable for the default or misconduct
of the Transferor, the Servicer, the Administrator or the Indenture Trustee
under any of the Transaction Documents or otherwise, and the Owner Trustee will
have no obligation or liability to perform the obligations of the Owner Trustee
hereunder or under the other Transaction Documents that are required to be
performed by the Administrator under the Administration Agreement, the Indenture
Trustee under the Indenture or the Servicer under the Transfer and Servicing
Agreement;

         (g) the Owner Trustee will be under no obligation to exercise any of
the rights or powers vested in it by this Agreement, or to institute, conduct or
defend any litigation under this Agreement or otherwise or in relation to this
Agreement or any other Transaction Document, at the request, order or direction
of the Certificateholders, unless the Certificateholders have offered to the
Owner Trustee security or indemnity satisfactory to it against the costs,
expenses and liabilities that may be incurred by the Owner Trustee therein or
thereby. The right of the Owner Trustee to perform any discretionary act
enumerated in this Agreement or any other Transaction Document is not to be
construed as a duty, and the Owner Trustee will not be answerable for, other
than its negligence or willful misconduct in the performance of, any such act;
and

         (h) notwithstanding anything contained herein to the contrary, the
Owner Trustee will not be required to take any action in any jurisdiction other
than in the State of Delaware if the taking of such action (i) requires the
registration with, licensing by or the taking of any other similar action in
respect of, any state or other governmental authority or agency of any
jurisdiction other than the State of Delaware by or with respect to the Owner
Trustee; (ii) results in any fee, tax or other governmental charge under the
laws of any jurisdiction or any political subdivisions thereof in existence on
the date hereof other than the State of Delaware becoming payable by the Owner
Trustee; or (iii) subjects the Owner Trustee to personal jurisdiction in any
jurisdiction other than the State of Delaware for causes of action arising from
acts unrelated to the consummation of the transactions by the Owner Trustee
contemplated hereby. The Owner Trustee will be entitled to obtain advice of
counsel (which advice will be an expense of the Certificateholders) to determine
whether any action required to be taken pursuant to the Agreement results in the
consequences described in clauses (i), (ii) and (iii) of the preceding sentence.
If said counsel advises the Owner Trustee that such action will result in such
consequences, the Certificateholders will appoint an additional trustee pursuant
to Section 9.05 hereof to proceed with such action.

         Section 6.02 FURNISHING OF DOCUMENTS.

         The Owner Trustee will furnish to the Certificateholders and the
Indenture Trustee, promptly upon written request therefor, duplicates or copies
of all reports, notices, requests, demands, certificates, financial statements
and any other instruments furnished to the Owner Trustee under the Transaction
Documents.


                                       14
<PAGE>

         Section 6.03 REPRESENTATIONS AND WARRANTIES.

         The Owner Trustee hereby represents and warrants to the
Certificateholders that:

         (a) It is a banking corporation duly organized and validly existing in
good standing under the laws of the State of Delaware. It has all requisite
corporate power and authority to execute, deliver and perform its obligations
under this Agreement.

         (b) It has taken all corporate action necessary to authorize the
execution and delivery by it of this Agreement, and this Agreement will be
executed and delivered by one of its officers who is duly authorized to execute
and deliver this Agreement on its behalf.

         (c) Neither the execution nor the delivery by it of this Agreement, nor
the consummation by it of the transactions contemplated hereby nor compliance by
it with any of the terms or provisions hereof will contravene any federal or
Delaware law, governmental rule or regulation governing the banking or trust
powers of the Owner Trustee or any judgment or order binding on it, or
constitute any default under its charter documents or by-laws or any indenture,
mortgage, contract, agreement or instrument to which it is a party or by which
any of its properties may be bound.

         (d) This Agreement and the other Transaction Documents to which it is a
party constitute the legal, valid and binding obligation of the Owner Trustee,
enforceable against it in accordance with the terms hereof or thereof, except as
such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
affecting the enforcement of creditors' rights in general and except as such
enforceability may be limited by general principles of equity (whether
considered in a suit at law or in equity).

         Section 6.04 RELIANCE; ADVICE OF COUNSEL.

         (a) The Owner Trustee may rely upon, will be protected in relying upon
and will incur no liability to anyone in acting upon any signature, instrument,
notice, resolution, request, consent, order, certificate, report, opinion, bond,
or other document or paper reasonably believed by it to be genuine and
reasonably believed by it to be signed by the proper party or parties. The Owner
Trustee may accept a certified copy of a resolution of the board of directors or
other governing body of any corporate party as conclusive evidence that such
resolution has been duly adopted by such body and that the same is in full force
and effect. As to any fact or matter the method of the determination of which is
not specifically prescribed herein, the Owner Trustee may for all purposes
hereof rely on a certificate, signed by the president or any vice president or
by the treasurer or other authorized officers of the relevant party, as to such
fact or matter, and such certificate will constitute full protection to the
Owner Trustee for any action taken or omitted to be taken by it in good faith in
reliance thereon.

         (b) In the exercise or administration of the trusts hereunder and in
the performance of its duties and obligations under this Agreement or the other
Transaction Documents, the Owner Trustee (i) may act directly or through its
agents or attorneys pursuant to agreements entered into with any of them, and
the Owner Trustee will not be liable for the conduct or misconduct of such
agents or attorneys if such agents or attorneys are selected by the Owner
Trustee with reasonable care, and (ii) may consult with counsel, accountants and
other skilled Persons to be selected with reasonable



                                       15
<PAGE>

care and employed by it. The Owner Trustee will not be liable for anything done,
suffered or omitted in good faith by it in accordance with the written opinion
or written advice of any such counsel, accountants or other such Persons and not
contrary to this Agreement or any other Transaction Document.

         Section 6.05 NOT ACTING IN INDIVIDUAL CAPACITY.

         Except as expressly provided in this Article VI, in accepting the
trusts hereby created Wilmington Trust Company acts solely as Owner Trustee
hereunder and not in its individual capacity, and all Persons having any claim
against the Owner Trustee by reason of the transactions contemplated by this
Agreement or any other Transaction Document may look only to the Trust Assets
for payment or satisfaction thereof.

         Section 6.06 OWNER TRUSTEE NOT LIABLE FOR CERTIFICATES, NOTES OR
RECEIVABLES.

         The recitals contained herein and in the Certificates (other than the
genuineness of the signature and countersignature of the Owner Trustee on the
Certificates and its representations and warranties in Section 6.03) will be
taken as the statements of the Transferor, and the Owner Trustee assumes no
responsibility for the correctness thereof. The Owner Trustee makes no
representations as to the validity or sufficiency of this Agreement, any other
Transaction Document or the Certificates (other than the genuineness of the
signature and countersignature of the Owner Trustee on the Certificates), the
Notes, or of any Receivable or related documents. The Owner Trustee will at no
time have any responsibility or liability for or with respect to the legality,
validity and enforceability of the Receivables or the perfection and priority of
any security interest in the Receivables or the maintenance of any such
perfection and priority, or for or with respect to the sufficiency of the Trust
Assets or its ability to generate the payments to be distributed to the
Noteholders under the Indenture (and the related Indenture Supplement),
including, without limitation, the existence, condition and ownership of the
Receivables; the existence and contents of the Receivables on any computer or
other record thereof; the validity of the assignment of the Receivables to the
Issuer or of any intervening assignment; the completeness of the Receivables;
the performance or enforcement of the Receivables; the compliance by the
Transferor with any warranty or representation made under any Transaction
Document or in any related document or the accuracy of any such warranty or
representation or any action of the Administrator, the Servicer or the Indenture
Trustee taken in the name of the Owner Trustee.

         Section 6.07 OWNER TRUSTEE MAY OWN NOTES.

         The Owner Trustee in its individual or any other capacity (but not in
its fiduciary capacity) may become the owner or pledgee of Notes and may deal
with the Transferor, the Administrator, the Servicer and the Indenture Trustee
in banking transactions with the same rights as it would have if it were not
Owner Trustee.


                                       16
<PAGE>

                                  ARTICLE VII
                   COMPENSATION AND INDEMNITY OF OWNER TRUSTEE

         Section 7.01 OWNER TRUSTEE'S FEES AND EXPENSES.

         The Owner Trustee will receive as compensation for its services
hereunder such fees as have been separately agreed upon before the date hereof
between the Transferor and the Owner Trustee, and the Owner Trustee will be
entitled to be reimbursed by the Transferor for its other reasonable expenses
hereunder, including the reasonable compensation, expenses and disbursements of
such agents, representatives, experts and counsel as the Owner Trustee may
employ in connection with the exercise and performance of its rights and its
duties hereunder; provided, however, that the Owner Trustee's right to enforce
such obligation is subject to the provisions of Section 10.08. Such amounts will
be treated for tax purposes as having been contributed to the Issuer by the
Transferor and the tax deduction for such amounts will be allocated to the
Transferor.

         Section 7.02 INDEMNIFICATION.

         The Transferor will be liable as primary obligor for, and will
indemnify the Trust Company and its successors, assigns, agents, employees and
servants (collectively, the "Indemnified Parties") from and against, any and all
liabilities, obligations, losses, damages, taxes, claims, actions and suits, and
any and all reasonable costs, expenses and disbursements (including reasonable
legal fees and expenses) of any kind and nature whatsoever (collectively,
"Expenses") which may at any time be imposed on, incurred by, or asserted
against the Owner Trustee or any Indemnified Party in any way relating to or
arising out of this Agreement or the other Transaction Documents, the Trust
Assets, the acceptance and administration of the Trust Assets or the action or
inaction of the Owner Trustee hereunder; provided that the Transferor will not
be liable for or required to indemnify any Indemnified Party from and against
Expenses arising or resulting from (i) the Indemnified Party's own willful
misconduct, bad faith or negligence, (ii) the inaccuracy of any representation
or warranty contained in Section 6.03 made by the Indemnified Party or (iii)
taxes imposed on the Trust Company in connection with the fees earned by the
Owner Trustee pursuant to this Agreement. An Indemnified Party's right to
enforce such obligation is subject to the provisions of Section 10.08. The
indemnities contained in this Section will survive the resignation or removal of
the Owner Trustee or the termination of this Agreement. In the event of any
claim, action or proceeding for which indemnity is sought pursuant to this
Section, the Owner Trustee's choice of legal counsel will be subject to the
approval of the Transferor, which approval may not be unreasonably withheld.

         Section 7.03 PAYMENTS TO THE OWNER TRUSTEE.

         Any amounts paid to the Owner Trustee pursuant to this Article VII will
be deemed not to be a part of the Trust Assets immediately after such payment.




                                       17
<PAGE>

                                  ARTICLE VIII
                            TERMINATION OF AGREEMENT

         Section 8.01 TERMINATION OF AGREEMENT.

         The legal existence of the Issuer will terminate upon the earlier of
(i) the fifteen (15) year anniversary of the first Series Issuance Date and (ii)
the day following the day on which the right of all Series of Notes to receive
payments from the Trust Assets has terminated (the "Trust Termination Date").
Any money or other property held as part of the Trust Assets following such
termination (and following the distribution of all amounts to which the
Noteholders and Series Enhancers are entitled) will be distributed to the
Certificateholders in accordance with their respective interests in the
Transferor Interest. The bankruptcy, liquidation, dissolution, termination,
death or incapacity of any Certificateholder will not (1) operate to terminate
this Agreement or the legal existence of the Issuer or (2) entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of all
or any part of the Issuer or Trust Assets or (3) otherwise affect the rights,
obligations and liabilities of the parties hereto. Upon dissolution of the
Issuer, the Owner Trustee will wind up the business and affairs of the Issuer as
required by Section 3808 of the Delaware Statutory Trust Act.

         Except as provided in this Section 8.01, neither the Transferor nor any
Certificateholder will be entitled to revoke or terminate the legal existence of
the Issuer or this Agreement.

         Upon the winding up of the Issuer, this Agreement (other than Article
VII) will terminate.

                                   ARTICLE IX
             SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

         Section 9.01 ELIGIBILITY REQUIREMENTS FOR OWNER TRUSTEE.

         The Owner Trustee shall at all times be an entity having a combined
capital and surplus of at least $50,000,000 and be subject to supervision or
examination by federal or state authorities. If such entity publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purpose of this
Section 9.01, the combined capital and surplus of such corporation will be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Owner Trustee ceases to be
eligible in accordance with the provisions of this Section, the Owner Trustee
will resign immediately in the manner and with the effect specified in Section
9.02.

         Section 9.02 RESIGNATION OR REMOVAL OF OWNER TRUSTEE.

         (a) The Owner Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the Administrator.
Upon receiving such notice of resignation, the Administrator will promptly
appoint a successor Owner Trustee by written instrument, in duplicate, one copy
of which instrument will be delivered to the resigning Owner Trustee and one
copy to the successor Owner Trustee. If no successor Owner Trustee has been
appointed and accepted appointment within 30 days after the giving of such
notice of



                                       18
<PAGE>

resignation, the resigning Owner Trustee may petition any court of competent
jurisdiction for the appointment of a successor Owner Trustee; provided,
however, that such right to appoint or petition for the appointment of any such
successor will in no event relieve the resigning Owner Trustee from any
obligations imposed on it under the Transaction Documents until such successor
has in fact assumed such appointment.

         (b) If at any time the Owner Trustee ceases to be eligible in
accordance with the provisions of Section 9.01, or if the Owner Trustee resigns
pursuant to this Section 9.02, or if the Owner Trustee fails to resign after
written request therefor by the Administrator, or if at any time the Owner
Trustee is legally unable to act, or is adjudged bankrupt or insolvent, or a
receiver of the Owner Trustee or of its property is appointed, or any public
officer takes charge or control of the Owner Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Administrator may, but will not be required to, remove the Owner Trustee. If the
Administrator removes the Owner Trustee under the authority of the immediately
preceding sentence, the Administrator will promptly (i) appoint a successor
Owner Trustee by written instrument, in duplicate, one copy of which instrument
will be delivered to the outgoing Owner Trustee so removed and one copy to the
successor Owner Trustee and (ii) pay all fees owed to the outgoing Owner
Trustee.

         (c) Any resignation or removal of the Owner Trustee and appointment of
a successor Owner Trustee pursuant to any of the provisions of this Section will
not become effective until acceptance of appointment by the successor Owner
Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to
the outgoing Owner Trustee. The Administrator will provide notice of such
resignation or removal of the Owner Trustee to each Rating Agency.

         Section 9.03 SUCCESSOR OWNER TRUSTEE.

         (a) Any successor Owner Trustee appointed pursuant to Section 9.02 will
execute, acknowledge and deliver to the Administrator and to its predecessor
Owner Trustee an instrument accepting such appointment under this Agreement.
Upon the resignation or removal of the predecessor Owner Trustee becoming
effective pursuant to Section 9.02, such successor Owner Trustee, without any
further act, deed or conveyance, will become fully vested with all the rights,
powers, duties, and obligations of its predecessor under this Agreement, with
like effect as if originally named as Owner Trustee. The predecessor Owner
Trustee will, upon payment of its fees and expenses, deliver to the successor
Owner Trustee all documents and statements and monies held by it under this
Agreement, and the Administrator and the predecessor Owner Trustee will execute
and deliver such instruments and do such other things as are reasonably required
for fully and certainly vesting and confirming in the successor Owner Trustee
all such rights, powers, duties, and obligations.

         (b) No successor Owner Trustee may accept appointment as provided in
this Section, unless at the time of such acceptance such successor Owner Trustee
is eligible pursuant to Section 9.01.

         (c) Upon acceptance of appointment by a successor Owner Trustee
pursuant to this Section, the Administrator will provide notice of such
acceptance of appointment including the name of such successor Owner Trustee to
the Certificateholders, the Indenture Trustee, the



                                       19
<PAGE>

Noteholders and each Rating Agency. If the Administrator fails to provide such
notice within ten (10) days after acceptance of appointment by the successor
Owner Trustee, the successor Owner Trustee will cause such notice to be provided
at the expense of the Administrator.

         Section 9.04 MERGER OR CONSOLIDATION OF OWNER TRUSTEE.

         Notwithstanding anything herein to the contrary, any corporation into
which the Owner Trustee is merged or converted or with which it is consolidated,
or any corporation resulting from any merger, conversion or consolidation to
which the Owner Trustee will be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of the Owner Trustee, will be
the successor of the Owner Trustee hereunder without the execution or filing of
any instrument or any further act on the part of any of the parties hereto;
provided that such corporation is required to meet the eligibility requirements
set forth in Section 9.01; and provided, further, that the Owner Trustee (i)
provide notice of such merger or consolidation to each Rating Agency not less
than fifteen (15) days prior to the effective date thereof and (ii) file an
amendment to the Certificate of Trust.

         Section 9.05 APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.

         Notwithstanding any other provisions of this Agreement, at any time,
for the purpose of meeting any legal requirements of any jurisdiction in which
any part of the Trust Assets may at the time be located, the Administrator and
the Owner Trustee acting jointly will have the power and will execute and
deliver all instruments to appoint one or more Persons approved by each of the
Administrator and the Owner Trustee to act as co-trustee, jointly with the Owner
Trustee, or separate trustee or separate trustees, of all or any part of the
Trust Assets, and to vest in such Person, in such capacity, such title to the
Trust Assets, or any part thereof, and, subject to the other provisions of this
Section, such powers, duties, obligations, rights and trusts as the
Administrator and the Owner Trustee may consider necessary or desirable. If the
Administrator has not joined in such appointment within 15 days after the
receipt by it of a request so to do, the Owner Trustee alone will have the power
to make such appointment. No co-trustee or separate trustee under this Agreement
will be required to meet the terms of eligibility as a successor trustee
pursuant to Section 9.01 and no notice of the appointment of any co-trustee or
separate trustee will be required pursuant to Section 9.03.

         Each separate trustee and co-trustee will, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:

                  (i) all rights, powers, duties, and obligations conferred or
         imposed upon the Owner Trustee will be conferred upon and exercised or
         performed by the Owner Trustee and such separate trustee or co-trustee
         jointly (it being understood that such separate trustee or co-trustee
         is not authorized to act separately without the Owner Trustee joining
         in such act), except to the extent that under any law of any
         jurisdiction in which any particular act or acts are to be performed,
         the Owner Trustee is incompetent or unqualified to perform such act or
         acts, in which event such rights, powers, duties, and obligations
         (including the holding of title to the Issuer or any portion thereof in
         any such jurisdiction) will be exercised and performed singly by such
         separate trustee or co-trustee, but solely at the direction of the
         Owner Trustee;



                                       20
<PAGE>

                  (ii) no trustee under this Agreement will be personally liable
         by reason of any act or omission of any other trustee under this
         Agreement; and

                  (iii) the Administrator and the Owner Trustee acting jointly
         may at any time accept the resignation of or remove any separate
         trustee or co-trustee.

         Any notice, request or other writing given to the Owner Trustee will be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee will refer to this Agreement and the conditions
of this Article. Each separate trustee and co-trustee, upon its acceptance of
the trusts conferred, will be vested with the estates or property specified in
its instrument of appointment, either jointly with the Owner Trustee or
separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the
Owner Trustee. Each such instrument will be filed with the Owner Trustee and a
copy thereof given to the Administrator.

         Any separate trustee or co-trustee may at any time appoint the Owner
Trustee, its agent or attorney-in-fact with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
dies, becomes incapable of acting, resigns or is removed, all of its estates,
properties, rights, remedies and trusts will vest in and be exercised by the
Owner Trustee, to the extent permitted by law, without the appointment of a new
or successor trustee.

         Section 9.06 COMPLIANCE WITH DELAWARE STATUTORY TRUST ACT.

         Notwithstanding anything herein to the contrary, the Issuer will at all
times have at least one trustee that meets the requirements of Section 3807(a)
of the Delaware Statutory Trust Act.

                                   ARTICLE X
                                  MISCELLANEOUS

         Section 10.01 SUPPLEMENTS AND AMENDMENTS.

         (a) This Agreement may be amended from time to time, by a written
amendment duly executed and delivered by the Transferor and the Owner Trustee,
with the written consent of the Indenture Trustee, but without the consent of
any of the Noteholders, to cure any ambiguity, to correct or supplement any
provisions in this Agreement or for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or
modifying in any manner the rights of the Noteholders; provided, however, that
such amendment:

                  (i) may not, as evidenced by an Officers' Certificate of the
         Transferor addressed and delivered to the Owner Trustee and the
         Indenture Trustee, materially and adversely affect the interest of any
         Noteholder or any Certificateholder; and

                  (ii) may not, as evidenced by an Opinion of Counsel addressed
         and delivered to the Owner Trustee and the Indenture Trustee, cause the
         Issuer to be classified as an



                                       21
<PAGE>

         association (or a publicly traded partnership) taxable as a corporation
         for federal income tax purposes or affect the treatment of the Notes as
         indebtedness for federal or state income tax purposes.

         (b) Additionally, notwithstanding Section 10.01(a), this Agreement will
be amended by the Transferor and the Owner Trustee without the consent of the
Indenture Trustee or any of the Noteholders to add, modify or eliminate such
provisions as may be necessary or advisable in order to enable all or a portion
of the Issuer (1) to qualify as, and to permit an election to be made to cause
the Issuer to be treated as, a "financial asset securitization investment trust"
as described in the provisions of Section 860L of the Code, and (2) to avoid the
imposition of state or local income or franchise taxes imposed on the Issuer's
property or its income; provided, however, that:

                  (i) the Transferor delivers to the Indenture Trustee and the
         Owner Trustee an Officers' Certificate to the effect that the proposed
         amendments meet the requirements set forth in this subsection;

                  (ii) the Rating Agency Condition has been satisfied; and

                  (iii) such amendment does not affect the rights, duties or
         obligations of the Owner Trustee hereunder.

         (c) This Agreement may also be amended from time to time by a written
amendment duly executed and delivered by the Transferor and the Owner Trustee,
with the consent of the Indenture Trustee and the Holders of Notes evidencing
not less than a majority of the Outstanding Principal Amount of the Notes, for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Agreement or of modifying in any manner the rights
of the Noteholders; provided, however, that without the consent of all
Noteholders, no such amendment may:

                  (i) increase or reduce in any manner the amount of, or
         accelerate or delay the timing of, distributions that are required to
         be made for the benefit of the Noteholders; or

                  (ii) reduce the aforesaid percentage of the Outstanding
         Principal Amount of the Notes, the Holders of which are required to
         consent to any such amendment; and

provided, further, any such amendment will be subject to delivery to the
Indenture Trustee of a Required Federal Income Tax Opinion.

         (d) Promptly after the execution of any such amendment or consent, the
Transferor will furnish written notification of the substance of such amendment
or consent to the Indenture Trustee and each Rating Agency. To the extent
Noteholder consent is required by this Section, the Noteholders must consent to
and approve the substance of all such proposed amendments and consents, but they
need not consent to and approve the particular form of such amendment or
consent. Promptly after the execution of any amendment to the Certificate of
Trust, the Owner Trustee will cause the filing of such amendment with the
Secretary of State.



                                       22
<PAGE>

         (e) The Owner Trustee is entitled to receive, and will be fully
protected in relying upon, an Officer's Certificate of the Transferor or the
Administrator to the effect that the conditions to such amendment have been
satisfied. The Owner Trustee may, but is not obligated to, enter into any such
amendment which affects the Owner Trustee's own rights, duties or immunities
under this Agreement or otherwise.

         Section 10.02 NO LEGAL TITLE TO TRUST ASSETS IN CERTIFICATEHOLDERS.

         The Certificateholders do not have legal title to any part of the Trust
Assets. No transfer, by operation of law or otherwise, of any right, title, and
interest of any Certificateholder to and in its beneficial ownership interest in
the Trust Assets will operate to terminate this Agreement or the trusts
hereunder or entitle any transferee to an accounting or to the transfer to it of
legal title to any part of the Trust Assets.

         Section 10.03 LIMITATIONS ON RIGHTS OF OTHERS.

         The provisions of this Agreement are solely for the benefit of the
Owner Trustee, the Transferor, the Administrator and, to the extent expressly
provided herein, the Indenture Trustee and the Noteholders, and nothing in this
Agreement, whether express or implied, is to be construed to give to any other
Person any legal or equitable right, remedy or claim in the Trust Assets or
under or in respect of this Agreement or any covenants, conditions or provisions
contained herein.

         Section 10.04 NOTICES.

         Unless otherwise expressly specified or permitted by the terms hereof,
all notices must be in writing and will be sufficiently given if delivered in
person or by overnight courier service at, or sent by facsimile transmission or
other electronic transmission, followed by first class mail, to (i) in the case
of the Owner Trustee at its corporate trust office, Wilmington Trust Company,
Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890,
Attention: Nissan Master Owner Trust Receivables (facsimile: (302) 636-4140);
(ii) in the case of the Transferor, 990 West 190th Street, Torrance, California
90502 Attention: Treasurer (facsimile: (310) 324-2542), (iii) in the case of the
Indenture Trustee at its Corporate Trust Office, Attention: (facsimile: (212)
623-5932), or as to each party, at such other address as may be designated by
such party in a written notice to each other party. All notices will be
effective on receipt.

         Section 10.05 SEVERABILITY.

         Any provision of this Agreement that is prohibited or unenforceable in
any jurisdiction will, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction will not invalidate or render unenforceable such provision in any
other jurisdiction.



                                       23
<PAGE>

         Section 10.06 SEPARATE COUNTERPARTS.

         This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered will be an original,
but all such counterparts will together constitute but one and the same
instrument.

         Section 10.07 SUCCESSORS AND ASSIGNS.

         All covenants and agreements contained herein are binding upon, and
inure to the benefit of, the Owner Trustee and its successors and the
Certificateholders and their successors and permitted assigns, all as herein
provided. Any request, notice, direction, consent, waiver or other instrument or
action by the Certificateholders will bind the successors and assigns of the
Certificateholders.

         Section 10.08 NONPETITION.

         Notwithstanding any prior termination of the legal existence of the
Issuer or this Agreement, the Owner Trustee (not in its individual capacity but
solely as Owner Trustee), by entering into this Agreement, each
Certificateholder (including the Transferor) by accepting a Certificate, and the
Indenture Trustee and the Noteholders (and Series Enhancers), by accepting the
benefits hereof, hereby covenants, with respect to the Issuer or the Transferor,
not to acquiesce, petition or otherwise invoke or cause the Issuer or the
Transferor to invoke the process of any court or governmental authority for the
purpose of commencing or sustaining a case against or by the Issuer or the
Transferor under any federal or state bankruptcy, insolvency or similar law or
appointing a receiver, conservator, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Issuer or the Transferor or any
substantial part of its property, or ordering the winding up or liquidation of
the affairs of the Issuer or the Transferor; provided, however, that this
Section is not intended to preclude any remedy described in Article V of the
Indenture.

         Section 10.09 NO RECOURSE.

         Each Certificateholder, by accepting the Certificates, acknowledges
that the Certificates do not represent interests in or obligations of the
Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any
Affiliate thereof, and no recourse may be had against such parties or their
assets, or against the assets pledged under the Indenture, except as expressly
provided in the Transaction Documents.

         Section 10.10 HEADINGS.

         The headings of the various Articles and Sections herein are for
convenience of reference only and are not intended to define or limit any of the
terms or provisions hereof.

         Section 10.11 GOVERNING LAW.

         THIS AGREEMENT IS TO BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW



                                       24
<PAGE>

PROVISIONS, AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER
ARE TO BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

         Section 10.12 TRANSFEROR PAYMENT OBLIGATION.

         The Transferor is responsible for payment of the Administrator's fees
under the Administration Agreement and will reimburse the Administrator for all
expenses and liabilities of the Administrator incurred thereunder.

         Section 10.13 ACCEPTANCE OF TERMS OF AGREEMENT.

         THE RECEIPT AND ACCEPTANCE OF THE CERTIFICATE[S] BY THE TRANSFEROR,
WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, CONSTITUTE THE
UNCONDITIONAL ACCEPTANCE BY THE TRANSFEROR OF ALL THE TERMS AND PROVISIONS OF
THIS AGREEMENT, AND CONSTITUTE THE AGREEMENT OF THE ISSUER THAT THE TERMS AND
PROVISIONS OF THIS AGREEMENT ARE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE
ISSUER AND THE TRANSFEROR.

         Section 10.14 INTEGRATION OF DOCUMENTS.

         This Agreement constitutes the entire agreement of the parties hereto
and thereto with respect to the subject matter hereof and thereof and supersedes
all prior agreements relating to the subject matter hereof and thereof.




                                       25
<PAGE>





         IN WITNESS WHEREOF, the Transferor and the Owner Trustee have caused
this Trust Agreement to be duly executed by their respective duly authorized
officers, all as of the day and year first above written.

                                  NISSAN WHOLESALE RECEIVABLE
                                  CORPORATION II,
                                  as Transferor


                                  By:
                                     ------------------------------------------
                                     Name:
                                     Title:


                                  WILMINGTON TRUST COMPANY,
                                  not in its individual capacity, but solely as
                                  Owner Trustee


                                  By:
                                     ------------------------------------------
                                     Name:
                                     Title:





                                       S-1
<PAGE>


                                                                       Exhibit A

                               FORM OF CERTIFICATE

                        No. R-__ Percentage Interest ___%

                      NISSAN MASTER OWNER TRUST RECEIVABLES
                                   CERTIFICATE

         Evidencing an interest in a trust, the corpus of which consists
primarily of an interest in receivables arising from time to time in connection
with dealer floorplan financing accounts transferred by Nissan Wholesale
Receivables Corporation II, a Delaware corporation, as Transferor (the
"Transferor").

         (Not an interest in or obligation of the Transferor or any affiliate
thereof)

         This certifies that [_________________] is the registered owner of an
undivided beneficial ownership interest in Nissan Master Owner Trust Receivables
(the "Issuer") subject to the lien of the Noteholders pursuant to the Indenture,
dated as of ______, 2003 (as amended and supplemented, the "Indenture"), between
the Issuer and JPMorgan Chase Bank, as Indenture Trustee, and not allocated to
the interest of any Holder of a Supplemental Certificate pursuant to the Trust
Agreement, dated as of ______, 2003 (as amended and supplemented, the "Trust
Agreement"), between the Transferor and Wilmington Trust Company, as owner
trustee (the "Owner Trustee"). The corpus of the Issuer consists of (a) a
portfolio of certain receivables (the "Receivables") arising from time to time
in connection with dealer floorplan financing accounts identified under the
Transfer and Servicing Agreement, dated as of ______, 2003 (as amended and
supplemented, the "Transfer and Servicing Agreement"), among the Transferor,
Nissan Motor Acceptance Corporation, as servicer (the "Servicer"), and the
Issuer from time to time (the "Accounts"), (b) certain Receivables generated
under the Accounts from time to time thereafter, (c) certain funds collected or
to be collected from obligors in respect of the Receivables, (d) all funds which
are from time to time on deposit in the Collection Account, the Excess Funding
Account and in the Series Accounts, (e) the benefits of any Series Enhancements
issued and to be issued by Series Enhancers with respect to one or more Series
of Notes and (f) all other assets and interests constituting the Issuer.
Although a summary of certain provisions of the Transfer and Servicing
Agreement, the Trust Agreement and the Indenture (collectively, the
"Agreements") is set forth below, this Certificate does not purport to summarize
the Agreements and reference is made to the Agreements for information with
respect to the interests, rights, benefits, obligations, proceeds and duties
evidenced hereby and the rights, duties and obligations of the Owner Trustee. A
copy of the Agreements may be requested from the Owner Trustee by writing to the
Owner Trustee at its Corporate Trust Office. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to them in the
Agreements.

         This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreements, to which Agreements, as amended and
supplemented from time to time, the Transferor by virtue of the acceptance
hereof assents and is bound.

         This Certificate represents the Transferor Interest in the assets of
the Issuer, including the right to receive a portion of the Collections and
other amounts at the times and in the amounts



                                      A-1
<PAGE>

specified in the Indenture and the related Indenture Supplements. The aggregate
interest represented by this Certificate at any time in the Receivables in the
Issuer may not exceed the Transferor Interest at such time. In addition to the
Certificate, (a) Notes will be issued to investors pursuant to the Indenture and
the related Indenture Supplements, which will represent obligations of the
Issuer, and (b) Supplemental Certificates may be issued pursuant to the Trust
Agreement, which will represent that portion of the Transferor Interest not
allocated to the holder of this Certificate. Each holder of this Certificate
acknowledges and agrees that its right to receive distributions in respect of
this Certificate are subordinated to the rights of the Noteholders under, and to
the extent provided in, the Indenture and the related Indenture Supplements.

         The holder of this Certificate acknowledges and agrees that certain
distributions made pursuant to Section 5.08 of the Transfer and Servicing
Agreement to the Certificateholders may be made in Japanese yen in the event the
Issuer enters into a currency Swap Agreement as contemplated by Section 5.08 of
the Transfer and Servicing Agreement. If any such election is made, an amendment
to the Transfer and Servicing Agreement must be executed pursuant to Section
8.01 of the Transfer and Servicing Agreement subject to the approvals of such
parties as are set forth in Section 5.08 of the Transfer and Servicing
Agreement, and a supplemental indenture must be executed pursuant to and subject
to the approvals of such parties as are set forth in Section 10.02 of the
Indenture. In connection with the execution of any such Swap Agreement, the
Certificateholders must provide alternative appropriate payment instructions to
the Owner Trustee and the Indenture Trustee for the receipt of any payment in
Japanese yen.

         Unless otherwise specified in an Indenture Supplement with respect to a
particular Series, the Transferor has entered into the Transfer and Servicing
Agreements, and this Certificate is issued, with the intention that, for
federal, state and local income and franchise tax purposes, (a) the Notes of
each Series be characterized as indebtedness secured by the Receivables and (b)
the Issuer will not be treated as an association taxable as a corporation. The
Transferor, by entering into the Transfer and Servicing Agreement, and each
holder of this Certificate by the acceptance of this Certificate, agrees to
treat the Notes for federal, state and local income and franchise tax purposes
as indebtedness.

         It is the intent of the Transferor, Owner Trustee and each
Certificateholder that, for purposes of United States federal, state and local
income tax, any state single business tax and any other income taxes, the Issuer
will be treated as a division or branch of the Person holding the beneficial
ownership interests in the Issuer for any period during which the beneficial
interests of the Issuer are held by one Person, and will be treated as a
partnership (and not as an association or publicly traded partnership taxable as
a corporation), and Certificateholders will be treated as partners in that
partnership, for any period during which the beneficial ownership interests in
the Issuer are held by more than one Person. For any such period during which
the beneficial ownership interests in the Issuer are held by more than one
Person, each Certificateholder, by acceptance of a Certificate or any beneficial
interest therein, agrees to treat, and to take no action inconsistent with the
treatment of, the Certificates as partnership interests in the Issuer for tax
purposes.

         Subject to certain conditions and exceptions specified in the
Agreements, the obligations created by the Agreements and the Issuer created
thereby will terminate upon the earlier of (a)



                                      A-2
<PAGE>

[______ __, 20__] and (b) the day following the day on which the right of all
Series of Notes to receive payments from the Issuer has terminated (the "Trust
Termination Date").

         Each Certificateholder, by its acceptance of a Certificate or any
beneficial interest in a Certificate, covenants and agrees that such
Certificateholder will not at any time institute against the Transferor or the
Issuer, or join in any institution against the Transferor or the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any United States, federal or state bankruptcy or
similar law in connection with any obligations relating to the Certificates, the
Notes, the Trust Agreement or any of the Transaction Documents.

         Unless the certificate of authentication hereon has been executed by or
on behalf of the Owner Trustee, by manual signature, this Certificate will not
be entitled to any benefit under the Agreement or be valid for any purpose.

         THIS CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE TRANSFEROR, THE OWNER TRUSTEE, THE SERVICER, THE ADMINISTRATOR, NMAC, NWRC
II OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED
BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

         THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF
ANY STATE OF THE UNITED STATES. THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED,
ASSIGNED, PARTICIPATED, PLEDGED OR OTHERWISE DISPOSED OF TO ANY PERSON EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF THE TRUST AGREEMENT.





                                      A-3


<PAGE>


         IN WITNESS WHEREOF, the Owner Trustee, not in its individual capacity
but solely as Owner Trustee, has caused this Certificate to be duly executed by
its duly authorized officer.

                                  Dated: ____________

                                  NISSAN MASTER OWNER TRUST RECEIVABLES

                                  By:  WILMINGTON TRUST COMPANY,
                                  not in its individual capacity but solely
                                  as Owner Trustee


                                  By
                                    -------------------------------------------
                                    Authorized Signatory


                                  Certificate of Authentication


                                  This is the Certificate
                                  described in the within
                                  mentioned Trust Agreement.


                                  WILMINGTON TRUST COMPANY,
                                  not in its individual capacity but solely
                                  as Owner Trustee


                                  By
                                    -------------------------------------------
                                    Authorized Signatory




                                       A-4