<PAGE>
                                                                     EXHIBIT 4.1

                          SALE AND SERVICING AGREEMENT

                                      among

                   NISSAN AUTO RECEIVABLES 2002-A OWNER TRUST,
                                   as Issuer,

                     NISSAN AUTO RECEIVABLES CORPORATION II,
                                   as Seller,

                                       and

                      NISSAN MOTOR ACCEPTANCE CORPORATION,
                                   as Servicer

                          Dated as of January 17, 2002


<PAGE>


                               TABLE OF CONTENTS

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                                    ARTICLE I

                                   DEFINITIONS

<S>            <C>                                                                         <C>
SECTION 1.01   Definitions..................................................................1
SECTION 1.02   Usage of Terms..............................................................19

                                   ARTICLE II

                            CONVEYANCE OF RECEIVABLES

SECTION 2.01   Conveyance of Receivables...................................................19
SECTION 2.02   Custody of Receivable Files.................................................21
SECTION 2.03   Acceptance by Issuer........................................................22

                                   ARTICLE III

                                 THE RECEIVABLES

SECTION 3.01   Representations and Warranties of the Seller with Respect to the
               Receivables ................................................................22
SECTION 3.02   Repurchase upon Breach......................................................26
SECTION 3.03   Duties of Servicer as Custodian.............................................26
SECTION 3.04   Instructions; Authority To Act..............................................27
SECTION 3.05   Custodian's Indemnification.................................................27
SECTION 3.06   Effective Period and Termination............................................27

                                   ARTICLE IV

                   ADMINISTRATION AND SERVICING OF RECEIVABLES

SECTION 4.01   Duties of Servicer..........................................................28
SECTION 4.02   Collection of Receivable Payments...........................................30
SECTION 4.03   Realization upon Receivables................................................30
SECTION 4.04   Maintenance of Security Interests in Financed Vehicles......................30
SECTION 4.05   Covenants of Servicer.......................................................30
SECTION 4.06   Purchase of Receivables upon Breach.........................................31
SECTION 4.07   Servicing Fee and Expenses..................................................31
SECTION 4.08   Servicer's Certificate......................................................31
SECTION 4.09   Annual Statement as to Compliance; Notice of Default........................32
SECTION 4.10   Annual Independent Certified Public Accountants' Report.....................32
SECTION 4.11   Access to Certain Documentation and Information Regarding
               Receivables.................................................................33
SECTION 4.12   Appointment of Subservicer..................................................33
SECTION 4.13   Amendments to Schedule of Receivables.......................................33
SECTION 4.14   Acknowledgement by Servicer of its Obligations under the Indenture..........33
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                               TABLE OF CONTENTS
                                  (CONTINUED)
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<S>            <C>                                                                         <C>
                                    ARTICLE V

 DISTRIBUTIONS; ACCOUNTS; STATEMENTS TO THE CERTIFICATEHOLDERS AND THE NOTEHOLDERS

SECTION 5.01   Establishment of Accounts...................................................34
SECTION 5.02   Collections.................................................................36
SECTION 5.03   Application of Collections..................................................37
SECTION 5.04   Advances....................................................................37
SECTION 5.05   Additional Deposits.........................................................38
SECTION 5.06   Payments and Distributions..................................................39
SECTION 5.07   Reserve Account.............................................................43
SECTION 5.08   Yield Supplement Account....................................................45
SECTION 5.09   Statements to Certificateholders and Noteholders............................46
SECTION 5.10   Net Deposits................................................................48

                                   ARTICLE VI

                                   THE SELLER

SECTION 6.01   Representations of Seller...................................................48
SECTION 6.02   Additional Covenants of the Seller..........................................49
SECTION 6.03   Liability of Seller; Indemnities............................................51
SECTION 6.04   Merger or Consolidation of, or Assumption of the Obligations of,
               Seller......................................................................52
SECTION 6.05   Limitation on Liability of Seller and Others................................53
SECTION 6.06   Seller May Own Certificates or Notes........................................54

                                   ARTICLE VII

                                  THE SERVICER

SECTION 7.01   Representations of Servicer.................................................54
SECTION 7.02   Indemnities of Servicer.....................................................55
SECTION 7.03   Merger or Consolidation of, or Assumption of the Obligations of,
               Servicer....................................................................56
SECTION 7.04   Limitation on Liability of Servicer and Others..............................57
SECTION 7.05   NMAC Not To Resign as Servicer..............................................58

                                  ARTICLE VIII

                                     DEFAULT

SECTION 8.01   Servicer Default............................................................58
SECTION 8.02   Appointment of Successor....................................................59
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SECTION 8.03   Repayment of Advances.......................................................60
SECTION 8.04   Notification................................................................61
SECTION 8.05   Waiver of Past Defaults.....................................................61

                                   ARTICLE IX

                       TERMINATION; RELEASE OF RECEIVABLES

SECTION 9.01   Optional Purchase of All Receivables........................................61
SECTION 9.02   Release of Receivables......................................................62
SECTION 9.03   Termination.................................................................62

                                    ARTICLE X

                                  MISCELLANEOUS

SECTION 10.01  Amendment...................................................................63
SECTION 10.02  Protection of Title to Trust................................................65
SECTION 10.03  Notices.....................................................................66
SECTION 10.04  Assignment by the Seller or the Servicer....................................67
SECTION 10.05  Limitations on Rights of Others.............................................67
SECTION 10.06  Severability................................................................67
SECTION 10.07  Separate Counterparts.......................................................67
SECTION 10.08  Headings....................................................................67
SECTION 10.09  Governing Law...............................................................67
SECTION 10.10  Assignment by Issuer........................................................67
SECTION 10.11  Nonpetition Covenants.......................................................68
SECTION 10.12  Limitation of Liability of Owner Trustee and Indenture Trustee..............68
SECTION 10.12  Limitation of Liability of Owner Trustee and Indenture Trustee..............68
SECTION 10.13  Waivers.....................................................................68


SCHEDULE A     Schedule of Receivables
SCHEDULE B     Location of the Receivable Files
SCHEDULE C     Schedule of Lease Contracts
EXHIBIT A      Form of Yield Supplement Agreement
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                                      iii


<PAGE>



        SALE AND SERVICING AGREEMENT, dated as of January 17, 2002, among NISSAN
AUTO RECEIVABLES 2002-A OWNER TRUST, a Delaware business trust (the "Issuer"),
NISSAN AUTO RECEIVABLES CORPORATION II, a Delaware corporation (the "Seller"),
and NISSAN MOTOR ACCEPTANCE CORPORATION, a California corporation in its
individual capacity (in such capacity, "NMAC") and as Servicer (in such
capacity, the "Servicer"). Capitalized terms used herein without definition
shall have the respective meanings assigned to such terms in Article I.

        WHEREAS, the Issuer desires to purchase a portfolio of receivables
arising in connection with retail installment sales contracts secured by new,
near-new or used automobiles and light-duty trucks generated by NMAC in the
ordinary course of business and sold to the Seller;

        WHEREAS, the Seller is willing to sell such receivables to the Issuer;
and

        WHEREAS, the Servicer is willing to service such receivables.

        NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto hereby agree as follows:

                                    ARTICLE I

                                   Definitions

        SECTION 1.01 Definitions. Except as otherwise provided in this
Agreement, whenever used herein, the following words and phrases, unless the
context otherwise requires, shall have the following respective meanings:

        "Accounts" means the Collection Account, the Yield Supplement Account
and the Reserve Account.

        "Administration Agreement" means the Administration Agreement, dated as
of January 17, 2002, among the Administrator, the Issuer and the Indenture
Trustee.

        "Administrative Purchase Payment" for any Administrative Receivable as
of the last day of any Collection Period, means the sum of the Principal Balance
thereof as of the beginning of such Collection Period plus interest accrued
thereon through the due date for the Obligor's payment in such Collection Period
at the related APR, after giving effect to the receipt of monies collected (from
whatever source other than the Advances) on such Administrative Receivable, if
any, during such Collection Period.

        "Administrative Receivable" means a Receivable purchased as of the close
of business on the last day of a Collection Period by the Servicer pursuant to
Section 4.06 or Section 9.01.

        "Administrator" means NMAC, or any successor Administrator under the
Administration Agreement.

        "Advance" means the amount, as of the last day of a Collection Period,
that the Servicer is required to advance on the respective Receivable pursuant
to Section 5.04.


<PAGE>


        "Affiliate" means, with respect to any specified Person, any other
Person controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, "control," when used with respect
to any specified Person, means the power to direct the management and policies
of such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the term "controlling" and
"controlled" have meanings correlative to the foregoing.

        "Aggregate Noteholders' Interest Distributable Amount" means, with
respect to any Distribution Date, the sum of the Noteholders' Interest
Distributable Amount for all Classes of Notes with respect to such Distribution
Date.

        "Agreement" means this Sale and Servicing Agreement among Nissan Auto
Receivables 2002-A Owner Trust, as Issuer, NARC II, as Seller, and NMAC, as
Servicer.

        "AICPA" shall have the meaning assigned to such term in Section 4.10.

        "Allocable Principal" means, for any Distribution Date, an amount equal
to the excess, if any, of (i) the sum of the Outstanding Amount of the Notes and
the Certificate Balance as of the close of business on the immediately preceding
Distribution Date over (ii) the Pool Balance as of the end of the related
Collection Period.

        "Amount Financed" with respect to any Receivable, means the amount
advanced under the Receivable toward the purchase price of the related Financed
Vehicle and any related costs, including but not limited to accessories,
insurance premiums, service and warranty contracts and other items customarily
financed as part of retail automobile and light-duty truck installment sale
contracts.

        "Annual Percentage Rate" or "APR" of a Receivable means the annual rate
of finance charges stated in such Receivable.

        "Assignment" shall have the meaning assigned to such term in the
Purchase Agreement.

        "Annual USAP Report" shall have the meaning specified in Section 4.10.

        "Available Amounts" means, with respect to any Distribution Date, the
sum of Available Interest and Available Principal for such Distribution Date.

        "Available Interest" means, for any Distribution Date, the sum of the
following amounts received during the related Collection Period: (i) that
portion of all collections on Receivables allocable to interest, (ii) without
duplication of amounts described in clause (i), Net Liquidation Proceeds to the
extent allocable to interest due on a Liquidated Receivable in accordance with
the Servicer's customary servicing procedures, (iii) all Advances made by the
Servicer pursuant to Section 5.04, (iv) without duplication of any amounts
described above in clauses (i) and (ii), the Administrative Purchase Payment of
each Receivable that became an Administrative Receivable during the related
Collection Period to the extent attributable to interest thereon, (v) without
duplication of any amounts described above in clauses (i) and (ii), the Warranty
Purchase Payment of each Receivable that became a Warranty Receivable during the
related Collection Period to the extent attributable to interest thereon, and
(vi) the Yield Supplement


                                       2
<PAGE>



Deposit plus the sum of (x) reinvestment income on the Yield Supplement Account
and (y) the amount, if any, deposited into the Collection Account pursuant to
the second or third sentence of Section 5.08(b); provided, however, that in
calculating Available Interest, amounts to be paid to the Servicer as
reimbursement for Advances pursuant to Sections 5.06(c)(i), 5.06(c)(ii),
5.06(d)(i) and 5.06(d)(ii) on such Distribution Date shall be excluded.

        "Available Principal" means, for any Distribution Date, the sum of the
following amounts received during the related Collection Period: (i) that
portion of all collections on Receivables attributable to principal, (ii)
without duplication of amounts described in clause (i), Net Liquidation Proceeds
attributable to principal due on a Liquidated Receivable in accordance with the
Servicer's customary servicing procedures, (iii) without duplication of any
amounts described above in clauses (i) and (ii), the Administrative Purchase
Payment of each Receivable that became an Administrative Receivable during the
related Collection Period to the extent attributable to principal, and (iv)
without duplication of any amounts described above in clauses (i) and (ii), the
Warranty Purchase Payment of each Receivable that became a Warranty Receivable
during the related Collection Period to the extent attributable to principal.

        "Base Servicing Fee" means the fee payable to the Servicer on each
Distribution Date (except the Distribution Date occurring on February 10, 2003
with respect to the Class A-1 Notes) for services rendered during the related
Collection Period, which shall be equal to one-twelfth of the Servicing Rate
multiplied by the Pool Balance as of the close of business on the last day of
the immediately preceding Collection Period or, with respect to the first
Distribution Date, the Original Pool Balance.

        "Basic Documents" means the Purchase Agreement, the Trust Agreement, the
Certificate of Trust, this Agreement, the Indenture, the Administration
Agreement, the Securities Account Control Agreement, the Yield Supplement
Agreement, the Note Depository Agreement and the other documents and
certificates delivered in connection herewith and therewith.

        "Business Day" means any day other than a Saturday, a Sunday or a day on
which banking institutions in New York, New York, Los Angeles, California,
Wilmington, Delaware or Minneapolis, Minnesota are authorized or obligated by
law, regulation, executive order or governmental decree to remain closed.

        "Certificate Balance" means, as of any Distribution Date, the Original
Certificate Balance, reduced by all amounts distributed to the
Certificateholders pursuant to Section 5.06(c) and/or (d) hereof (but in no
event less than zero). For the purposes of determining whether the vote of the
requisite percentage of Certificateholders necessary to effect any consent,
waiver, request or demand shall have been obtained, the Certificate Balance
shall be deemed to be reduced by the amount equal to the balance (without giving
effect to this provision) evidenced by any Certificate registered in the name of
the Seller, the Servicer or any Person actually known to a Trust Officer of the
Owner Trustee or the Indenture Trustee, as the case may be, to be the Seller or
the Servicer or any of their Affiliates.

        "Certificate Factor" means, with respect to any Distribution Date, a
seven-digit decimal figure obtained by dividing the Certificate Balance as of
the close of business on the last day of the related Collection Period by the
Original Certificate Balance.


                                       3
<PAGE>

        "Certificate of Trust" shall have the meaning assigned to such term in
the Trust Agreement.

        "Certificate Pool Factor" means, with respect to any Distribution Date,
a seven-digit decimal figure obtained by dividing the Certificate Balance as of
the close of business on the last day of the related Collection Period by the
Original Pool Balance.

        "Certificate Register" means the register maintained by the Certificate
Registrar pursuant to the Trust Agreement recording the names of the
Certificateholders.

        "Certificateholder" shall have the meaning assigned to such term in the
Trust Agreement.

        "Certificateholders' Distributable Amount" means, with respect to any
Distribution Date, the Certificateholders' Principal Distributable Amount, if
any, for such Distribution Date.

        "Certificateholders' Monthly Principal Distributable Amount" means, with
respect to any Distribution Date, the Certificateholders' Percentage of the
Allocable Principal for such Distribution Date.

        "Certificateholders' Percentage" means the following: (i) for each
Distribution Date until the Distribution Date on which the principal amount of
all of the Notes has been paid in full, 0%; (ii) for the Distribution Date on
which the principal amount of all the Notes has been paid in full, the
percentage of Allocable Principal remaining after the Notes have been paid in
full; and (iii) for each Distribution Date after the Distribution Date on which
the principal amount of all of the Notes is reduced to zero, 100%.

        "Certificateholders' Principal Carryover Shortfall" means, with respect
to any Distribution Date, the excess, if any, of the Certificateholders' Monthly
Principal Distributable Amount over the amount in respect of principal that is
actually distributed to the Certificateholders on such current Distribution
Date. Certificateholders' Principal Carryover Shortfall is not used to determine
the amount of principal due on any Distribution Date, but is used solely for
reporting purposes.

        "Certificateholders' Principal Distributable Amount" means, with respect
to any Distribution Date, the sum of (i) the Certificateholders' Monthly
Principal Distributable Amount for such Distribution Date and (ii) on the Final
Scheduled Distribution Date for the Certificates, if any, or upon the
termination of the Trust, the amount necessary to reduce the outstanding
principal amount of the Certificates to zero; provided, however, that the
Certificateholders' Principal Distributable Amount shall not exceed the
Certificate Balance.

        "Certificates" shall have the meaning assigned to such term in the Trust
Agreement.

        "Class" means any one of the classes of Notes.

        "Class A-1 Interest Rate" means 1.84375% per annum.

        "Class A-1 Note" means any of the 1.84375% Asset Backed Notes, Class
A-1, issued under the Indenture.


                                       4
<PAGE>



        "Class A-1 Noteholder" means the Person in whose name a Class A-1 Note
is registered in the Note Register.

        "Class A-2 Interest Rate" means 2.67000% per annum.

        "Class A-2 Note" means any of the 2.67000% Asset Backed Notes, Class
A-2, issued under the Indenture.

        "Class A-2 Noteholder" means the Person in whose name a Class A-2 Note
is registered in the Note Register.

        "Class A-3 Interest Rate" means 3.58000% per annum.

        "Class A-3 Note" means any of the 3.58000% Asset Backed Notes, Class
A-3, issued under the Indenture.

        "Class A-3 Noteholder" means the Person in whose name a Class A-3 Note
is registered in the Note Register.

        "Class A-4 Interest Rate" means 4.28000% per annum.

        "Class A-4 Note" means any of the 4.28000% Asset Backed Notes, Class
A-4, issued under the Indenture.

        "Class A-4 Noteholder" means the Person in whose name a Class A-4 Note
is registered in the Note Register.

        "Clearing Agency" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Exchange Act.

        "Closing Date" means January 17, 2002.

        "Collection Account" means the account designated as such, established
and maintained pursuant to Section 5.01.

        "Collection Period" means, with respect to any Distribution Date, the
preceding calendar month. Any amount stated "as of the close of business of the
last day of a Collection Period" shall give effect to the following calculations
as determined as of the end of the day on such last day: (i) all applications of
collections, (ii) all Advances and reductions of Outstanding Advances and (iii)
all distributions.

        "Corporate Trust Office" shall have the meaning assigned to such term in
the Indenture.

        "Cutoff Date" means December 31, 2001.

        "Damages" shall have the meaning assigned to such term in Section 7.02.

        "Dealer" means the dealer who sold a Financed Vehicle and who originated
and assigned the related Receivable to NMAC under an existing agreement between
such dealer and NMAC.


                                       5
<PAGE>

        "Dealer Recourse" means, with respect to a Receivable, all recourse
rights against the Dealer which originated the Receivable, and any successor
Dealer.

        "Default" shall have the meaning assigned to such term in the Indenture.

        "Defaulted Receivable" means a Receivable (other than an Administrative
Receivable or a Warranty Receivable), which, by its terms, is delinquent for 120
or more days or, with respect to Receivables that are delinquent for less than
120 days, the Servicer has (i) determined, in accordance with its customary
servicing procedures, that eventual payment in full is unlikely or (ii)
repossessed the Financed Vehicle.

        "Definitive Notes" shall have the meaning ascribed thereto in the
Indenture.

        "Determination Date" means the tenth calendar day of each calendar
month, or if such tenth day is not a Business Day, the next succeeding Business
Day.

        "Distribution Date" means, for each Collection Period, the 15th calendar
day of the following calendar month, or if the 15th day is not a Business Day,
the next succeeding Business Day, commencing February 15, 2002; provided,
however, that with respect to the Class A-1 Notes and the January 2003
Collection Period, the Distribution Date will be February 10, 2003.

        "DTC" means The Depository Trust Company.

        "Eligible Deposit Account" means an account maintained (i) with the
Indenture Trustee or the Owner Trustee so long as the Indenture Trustee's or the
Owner Trustee's short-term unsecured debt obligations have a rating of "P-1" by
Moody's and a rating of "A-1+" by Standard & Poor's, and for any account in
which deposits in excess of 30 days are to be made, so long as the Indenture
Trustee's or the Owner Trustee's long-term unsecured debt obligations have a
rating of at least "AA-" by Standard & Poor's (such short-term and long-term (if
applicable) ratings being the "Required Deposit Rating"), or (ii) in a
segregated trust account in the trust department of the Indenture Trustee or the
Owner Trustee, as the case may be. Notwithstanding anything to the contrary, as
of the Closing Date, the Indenture Trustee shall be deemed to have met the
requirements in clause (i).

        "Eligible Investments" means, at any time, any one or more of the
following obligations and securities:

            (i) direct obligations of, and obligations fully guaranteed as to
        timely payment of principal and interest by, the United States of
        America;

            (ii) demand deposits, time deposits or certificates of deposit of
        any depository institution or trust company incorporated under the laws
        of the United States of America or any state thereof (or any domestic
        branch of a foreign bank) and subject to supervision and examination by
        Federal or State banking or depository institution authorities;
        provided, however, that at the time of the investment or contractual
        commitment to invest therein, the commercial paper or other short-term
        unsecured debt obligations (other than such obligations the rating of
        which is based on the credit of a Person other than such


                                       6
<PAGE>


        depository institution or trust company) thereof shall have a credit
        rating from each of the Rating Agencies in the highest investment
        category granted thereby;

            (iii) commercial paper having, at the time of the investment or
        contractual commitment to invest therein, a rating from each of the
        Rating Agencies in the highest investment category granted thereby;

            (iv) investments in money market funds having a rating from each of
        the Rating Agencies in the highest investment category granted thereby
        (including funds for which the Owner Trustee, the Indenture Trustee or
        any of their respective Affiliates is investment manager or advisor);

            (v) bankers' acceptances issued by any depository institution or
        trust company referred to in clause (ii) above;

            (vi) repurchase obligations with respect to any security that is a
        direct obligation of, or fully guaranteed by, the United States of
        America or any agency or instrumentality thereof the obligations of
        which are backed by the full faith and credit of the United States of
        America, in either case entered into with a depository institution or
        trust company (acting as principal) described in clause (ii);

            (vii) repurchase obligations with respect to any security or whole
        loan, entered into with (a) a depository institution or trust company
        (acting as principal) described in clause (ii) above (except that the
        rating referred to in the proviso in such clause (ii) shall be "A-1" or
        higher in the case of Standard & Poor's) (such depository institution or
        trust company being referred to in this definition as a "financial
        institution"), (b) a broker/dealer (acting as principal) registered as a
        broker or dealer under Section 15 of the Exchange Act (a
        "broker/dealer"), the unsecured short-term debt obligations of which are
        rated "P-1" by Moody's and at least "A-1" by Standard & Poor's at the
        time of entering into such repurchase obligation (a "rated
        broker/dealer"), (c) an unrated broker/dealer (an "unrated
        broker/dealer"), acting as principal that is a wholly-owned subsidiary
        of a non-bank holding company the unsecured short-term debt obligations
        of which are rated "P-1" by Moody's and at least "A-1" by Standard &
        Poor's at the time of entering into such repurchase obligation (a "Rated
        Holding Company"), or (d) an unrated wholly-owned subsidiary of a direct
        or indirect parent Rated Holding Company, which guarantees such
        subsidiary's obligations under such repurchase agreement (a "Guaranteed
        Counterparty"); provided that the following conditions are satisfied:

                (A) the aggregate amount of funds invested in repurchase
            obligations of a financial institution, a rated broker/dealer, an
            unrated broker/dealer or a Guaranteed Counterparty in respect of
            which the unsecured short-term ratings of Standard & Poor's are
            "A-1" (in the case of an unrated broker/dealer or Guaranteed
            Counterparty, such rating being that of the related Rated Holding
            Company) shall not exceed 20% of the outstanding Pool Balance (there
            being no limit on the amount of funds that may be invested in
            repurchase obligations in respect of which such Standard & Poor's
            rating is "A-1+" (in the case of an


                                       7
<PAGE>

            unrated broker/dealer or Guaranteed Counterparty, such rating being
            that of the related Rated Holding Company));

                (B) in the case of the Reserve Account and the Yield Supplement
            Account, the rating from Standard & Poor's in respect of the
            unsecured short term debt obligations of the financial institution,
            rated broker/dealer, unrated broker/dealer or Guaranteed
            Counterparty (in the case of an unrated broker/dealer or Guaranteed
            Counterparty, such rating being that of the related Rated Holding
            Company) shall be "A-1+";

                (C) the repurchase obligation must mature within 30 days of the
            date on which the Indenture Trustee or the Owner Trustee, as
            applicable, enters into such repurchase obligation;

                (D) the repurchase obligation shall not be subordinated to any
            other obligation of the related financial institution, rated
            broker/dealer, unrated broker/dealer or Guaranteed Counterparty;

                (E) the collateral subject to the repurchase obligation is held,
            in the appropriate form, by a custodial bank on behalf of the
            Indenture Trustee or the Owner Trustee, as applicable;

                (F) the repurchase obligation shall require that the collateral
            subject thereto shall be marked to market daily;

                (G) in the case of a repurchase obligation of a Guaranteed
            Counterparty, the following conditions shall also be satisfied:

                        (1) the Indenture Trustee or the Owner Trustee, as
                applicable, shall have received an Opinion of Counsel to the
                effect that the guarantee of the related Rated Holding Company
                is a legal, valid and binding agreement of the Rated Holding
                Company, enforceable in accordance with its terms, subject to
                the effect of bankruptcy, insolvency, reorganization and
                moratorium or other similar laws affecting creditors' rights
                generally and to general equitable principles;

                        (2) the Indenture Trustee or the Owner Trustee, as
                applicable, shall have received (x) an incumbency certificate
                for the signer of such guarantee, certified by an officer of
                such Rated Holding Company, and (y) a resolution, certified by
                an officer of the Rated Holding Company, of the board of
                directors (or applicable committee thereof) of the Rated Holding
                Company authorizing the execution, delivery and performance of
                such guarantee by the Rated Holding Company;

                        (3) the only conditions to the obligation of such Rated
                Holding Company to pay on behalf of the Guaranteed Counterparty
                shall be that the Guaranteed Counterparty shall not have paid
                under such repurchase obligation when required (it being
                understood that no notice to, demand on

                                       8
<PAGE>

                or other action in respect of the Guaranteed Counterparty is
                necessary) and that the Indenture Trustee or the Owner Trustee,
                as applicable, shall make a demand on the Rated Holding Company
                to make the payment due under such guarantee;

                        (4) the guarantee of the Rated Holding Company shall be
                irrevocable with respect to such repurchase obligation and shall
                not be subordinated to any other obligation of the Rated Holding
                Company; and

                        (5) each of the Rating Agencies has confirmed in writing
                to the Indenture Trustee or the Owner Trustee, as applicable,
                that it has reviewed the form of the guarantee of the Rated
                Holding Company and has determined that the issuance of such
                guarantee will not result in the downgrade or withdrawal of the
                ratings assigned to the Notes; and

                (H) the repurchase obligation shall require that the repurchase
            obligation be overcollateralized and shall provide that, upon any
            failure to maintain such overcollateralization, the repurchase
            obligation shall become due and payable, and unless the repurchase
            obligation is satisfied immediately, the collateral subject to the
            repurchase agreement shall be liquidated and the proceeds applied to
            satisfy the unsatisfied portion of the repurchase obligation; and

            (viii) any other investment with respect to which the Servicer has
        received written notification from the Rating Agencies that the
        acquisition of such investment as an Eligible Investment will not result
        in a withdrawal or downgrading of the ratings on the Notes;

provided that, unless otherwise expressly stated herein, each of the foregoing
investments shall be denominated in U.S. dollars, shall not be purchased at a
premium, shall mature no later than the Business Day prior to the Distribution
Date immediately following the date of purchase, and shall be required to be
held to such maturity; and provided, further, that, notwithstanding clauses (i)
through (viii) above, "Eligible Investments" shall not include any security
having an "r" subscript attached to its Standard & Poor's rating.

        For purposes of this definition, any reference to the highest available
credit rating of an obligation shall mean the highest available credit rating
for such obligation (excluding any "+" signs associated with such rating), or
such lower credit rating (as approved in writing by each Rating Agency) as will
not result in the qualification, downgrading or withdrawal of the rating then
assigned by such Rating Agency to any of the Notes.

        "Event of Default" shall have the meaning assigned to such term in the
Indenture.

        "Exchange Act" means the Securities Exchange Act of 1934.

        "Final Scheduled Distribution Date" means, with respect to the Class A-1
Notes, the Distribution Date in February, 2003, with respect to the Class A-2
Notes, the Distribution Date in July, 2004, with respect to the Class A-3 Notes,
the Distribution Date in September, 2005, and with respect to the Class A-4
Notes, the Distribution Date in October, 2006.


                                       9
<PAGE>

        "Financed Vehicle" means a new, near-new or used automobile or
light-duty truck, together with all accessions thereto, securing an Obligor's
indebtedness under the related Receivable.

        "Holder" or "Securityholder" means the registered holder of any
Certificate or Note as evidenced by the Certificate Register (as defined in the
Trust Agreement) or Note Register (as defined in the Indenture) except that,
solely for the purposes of giving certain consents, waivers, requests or demands
pursuant to the Trust Agreement or the Indenture, the interest evidenced by any
Certificate or Note registered in the name of NARC II or NMAC, or any Person
actually known to a Trust Officer to be an Affiliate of NARC II or NMAC, shall
not be taken into account in determining whether the requisite percentage
necessary to effect any such consent, waiver, request or demand shall have been
obtained unless NARC II or NMAC are the only holders.

        "Indenture" means the Indenture dated as of January 17, 2002, between
the Issuer and the Indenture Trustee.

        "Indenture Trustee" means the Person acting as Indenture Trustee under
the Indenture, its successors in interest and any successor trustee under the
Indenture.

        "Initial Yield Supplement Amount" means $21,471,153.16.

        "Insolvency Event" means, with respect to a specified Person, (a) the
filing of a petition seeking entry of a decree or order for relief by a court
having jurisdiction in the premises in respect of such Person or all or
substantially all of its property in an involuntary case under any applicable
federal or state bankruptcy, insolvency or other similar law now or hereafter in
effect, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official for such Person or for all or substantially all
of its property, or ordering the winding-up or liquidation of such Person's
affairs, and such petition shall remain unstayed and in effect for a period of
90 consecutive days; or (b) the commencement by such Person of a voluntary case
under any applicable federal or state bankruptcy, insolvency or other similar
law now or hereafter in effect, or the consent by such Person to the entry of an
order for relief in an involuntary case under any such law, or the consent by
such Person to the appointment of or taking possession by a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official for
such Person or for all or substantially all of its property, or the making by
such Person of any general assignment for the benefit of creditors.

        "Interest Period" means, with respect to any Distribution Date and the
Class A-1 Notes, the period from (and including) the preceding Distribution Date
to (but excluding) such Distribution Date, except that the initial Interest
Period will be from (and including) the Closing Date to (but excluding) February
15, 2002, and, with respect to any Distribution Date and the Class A-2 Notes,
the Class A-3 Notes, and the Class A-4 Notes, the period from (and including)
the 15th day of the preceding calendar month to (but excluding) the 15th day of
the month in which such Distribution Date occurs, except that the initial
Interest Period will be from (and including) the Closing Date to (but excluding)
February 15, 2002.


                                       10
<PAGE>

        "Interest Rate" means the Class A-1 Interest Rate, the Class A-2
Interest Rate, the Class A-3 Interest Rate or the Class A-4 Interest Rate.

        "Issuer" means Nissan Auto Receivables 2002-A Owner Trust.

        "Lease Contract" means any vehicle lease contract that appears on
Schedule C to this Agreement (which Schedule C may be in the form of microfiche,
CD, datatape or paper).

        "Lease Contract Payments" means, with respect to any Lease Contract, the
monthly base rent payments in accordance with the terms of the related Lease
Contract.

        "Lease Payment Deposit" means, with respect to any Distribution Date,
all Lease Contract Payments received by NMAC as of such Distribution Date with
respect to the related Collection Period.

        "Lien" means any security interest, lien, charge, pledge, equity or
encumbrance of any kind, other than, in the case of a Financed Vehicle, tax
liens, mechanics' liens and any liens that attach to such Financed Vehicle by
operation of law.

        "Liquidated Receivable" means a Defaulted Receivable as to which the
related Financed Vehicle has been liquidated by the Servicer.

        "Monthly Remittance Conditions" shall have the meaning assigned to such
term in Section 5.02.

        "Moody's" means Moody's Investors Service, Inc.

        "NARC II" means Nissan Auto Receivables Corporation II, a Delaware
corporation.

        "Net Liquidation Proceeds" means the monies collected from whatever
source on a Liquidated Receivable, net of the sum of any amounts expended by the
Servicer for the account of the Obligor, plus any amounts required by law to be
remitted to the Obligor.

        "Nissan" means Nissan Motor Co., Ltd.

        "NMAC" means Nissan Motor Acceptance Corporation, in its individual
capacity and not as Servicer.

        "Nonrecoverable Advance" means any Outstanding Advance with respect to
(i) any Defaulted Receivable or (ii) any Receivable as to which the Servicer
determines that any recovery from payments made on or with respect to such
Receivable is unlikely.

        "Note" means any one of the notes issued under the Indenture.

        "Note Depository Agreement" shall have the meaning assigned to such term
in the Indenture.

        "Note Factor" means, with respect to any Class of Notes and any
Distribution Date, a seven-digit decimal figure obtained by dividing the
Outstanding Amount of such Class of Notes,


                                       11
<PAGE>

as of the close of business on the last day of the related Collection Period, by
the initial Outstanding Amount of that Class of Notes.

        "Noteholder" shall have the meaning assigned to such term in the
Indenture.

        "Noteholders' Distributable Amount" means, with respect to any
Distribution Date, the Aggregate Noteholders' Interest Distributable Amount with
respect to such Distribution Date plus the Noteholders' Principal Distributable
Amount with respect to such Distribution Date.

        "Noteholders' Interest Carryover Shortfall" means, with respect to any
Distribution Date and a Class of Notes, the excess, if any, of the sum of the
Noteholders' Monthly Interest Distributable Amount for such Class for the
preceding Distribution Date plus any outstanding Noteholders' Interest Carryover
Shortfall for such Class on such preceding Distribution Date, over the amount in
respect of interest that is actually paid on the Notes of such Class on such
preceding Distribution Date, plus, to the extent permitted by applicable law,
interest on the Noteholders' Interest Carryover Shortfall at the related
Interest Rate for the related Interest Period (calculated on the same basis as
interest on that Class of Notes for the same period).

        "Noteholders' Interest Distributable Amount" means, with respect to any
Distribution Date and a Class of Notes, the sum of the Noteholders' Monthly
Interest Distributable Amount for such Class plus any outstanding Noteholders'
Interest Carryover Shortfall for such Class as of the close of the immediately
preceding Distribution Date.

        "Noteholders' Monthly Interest Distributable Amount" means, with respect
to any Distribution Date and a Class of Notes, interest accrued for the related
Interest Period (calculated on the basis of, in the case of Class A-1 Notes, the
actual number of days in such Interest Period and a year assumed to consist of
360 days, and in the case of all other Classes of Notes, such Interest Period
being assumed to consist of 30 days and a year assumed to consist of 360 days)
at the related Interest Rate for such Class of Notes on the Outstanding Amount
of the Notes of such Class on the immediately preceding Distribution Date, after
giving effect to all payments of principal to Noteholders of such Class on or
prior to such Distribution Date (or, in the case of the first Distribution Date,
on the original principal amount of such Class of Notes).

        "Noteholders' Monthly Principal Distributable Amount" means, with
respect to any Distribution Date, the Noteholders' Percentage of the Allocable
Principal for such Distribution Date.

        "Noteholders' Percentage" means (i) for each Distribution Date until the
Distribution Date on which the aggregate principal amount of all of the Notes
has been paid in full, 100%; (ii) for the Distribution Date on which the Notes
have been paid in full, the percentage of Allocable Principal required to pay
all of the Notes in full; and (iii) thereafter, 0%.

        "Noteholders' Principal Carryover Shortfall" means, with respect to any
Distribution Date, the excess, if any, of the Noteholders' Monthly Principal
Distributable Amount for the preceding Distribution Date over the amount in
respect of principal that is actually paid as principal on the Notes on such
current Distribution Date. Noteholders' Principal Carryover Shortfall is not
used to determine the amount of principal due on the Notes on any Distribution
Date, but is used solely for reporting purposes.


                                       12
<PAGE>


        "Noteholders' Principal Distributable Amount" means, with respect to any
Distribution Date, the sum of (i) the Noteholders' Monthly Principal
Distributable Amount for such Distribution Date, and (ii) on the Final Scheduled
Distribution Date for any Class of Notes, the amount necessary to reduce the
outstanding principal amount of such Class of Notes to zero; provided, however,
that the Noteholders' Principal Distributable Amount shall not exceed the
Outstanding Amount of the Notes.

        "Note Owner" shall have the meaning assigned to such term in the
Indenture.

        "Note Pool Factor" means, with respect to any Class of Notes and any
Distribution Date, a seven-digit decimal figure obtained by dividing the
Outstanding Amount of such Class of Notes as of the close of business on the
last day of the related Collection Period by the Original Pool Balance.

        "Note Register" means the register maintained by the Indenture Trustee
pursuant to the Indenture recording the name of each Noteholder.

        "Notes" means the Class A-1 Notes, the Class A-2 Notes, the Class A-3
Notes and the Class A-4 Notes.

        "Obligor" on a Receivable means the purchaser or co-purchasers of the
Financed Vehicle or any other Person who owes payments under the Receivable (but
excluding any Dealer in respect of Dealer Recourse).

        "Officer's Certificate" means a certificate signed by the chairman of
the board, the president, any executive vice president, any vice president, the
treasurer, any assistant treasurer or the controller of the Seller or the
Servicer, as the case may be.

        "Opinion of Counsel" means one or more written opinions of counsel who
may, except as otherwise provided herein, be an employee of or counsel to the
Issuer, the Seller or the Servicer, which counsel shall be reasonably acceptable
to the Indenture Trustee, the Owner Trustee or the Rating Agencies, as the case
may be.

        "Optional Purchase Percentage" means 10.00%.

        "Optional Purchase Price" means, an amount equal to the aggregate
Administrative Purchase Payments for the Receivables (including Receivables that
became Defaulted Receivables in the Collection Period preceding the Distribution
Date on which a purchase pursuant to Section 9.01 is effected), plus the
appraised value of any other property held by the Trust, such value to be
determined by an appraiser mutually agreed upon by the Servicer and the
Indenture Trustee (less liquidation expenses); provided, however, that the
Optional Purchase Price shall be equal to or greater than the sum of (i) the
Outstanding Amount of all Classes of Notes, (ii) the Noteholders' Interest
Distributable Amount for all Classes of Notes for such Distribution Date, and
(iii) the Certificate Balance.

        "Original Certificate Balance" means $79,432,688.13.


                                       13
<PAGE>

        "Original Pool Balance" means the aggregate Principal Balance of the
Receivables on the Cutoff Date.

        "Original Principal Amount" means $338,000,000 for the Class A-1 Notes,
$368,000,000 for the Class A-2 Notes, $403,000,000 for the Class A-3 Notes and
$255,783,000 for the Class A-4 Notes.

        "Outstanding" shall have the meaning assigned to that term in the
Indenture.

        "Outstanding Advances" means, with respect to a Receivable and the last
day of a Collection Period, the sum of all Advances made as of or prior to such
date, minus all payments or collections as of or prior to such date that are
specified in Sections 5.04(b) and 5.04(d) as applied to reimburse all unpaid
Advances with respect to such Receivable.

        "Outstanding Amount" means the aggregate principal amount of all Notes,
or, if indicated by the context, all Notes of any Class, Outstanding at the date
of determination.

        "Owner Trust Estate" means all right, title and interest of the Trust in
and to the Receivables (other than the Warranty Receivables for which the Seller
has paid the Warranty Purchase Payment in accordance with Section 3.02 and
Administrative Receivables for which the Servicer has paid the Administrative
Purchase Payment in accordance with Section 4.06), and all monies paid thereon,
and all monies accrued thereon, after the Cutoff Date; security interests in the
Financed Vehicles and any accessions thereto; the Collection Account and all
funds deposited in the Collection Account; the Lease Contracts; the Yield
Supplement Account and all funds deposited in the Yield Supplement Account,
including the Lease Payment Deposits; all property (including the right to
receive Net Liquidation Proceeds) that shall have secured a Receivable and that
shall have been acquired by or on behalf of the Owner Trustee; proceeds from
claims on any physical damage, credit life or disability insurance policies
covering the Financed Vehicles or the Obligors; all right to receive payments in
respect of any Dealer Recourse with respect to the Receivables; all right, title
and interest of the Seller in and to the Purchase Agreement and the Assignment;
all right, title and interest of the Owner Trustee and the Trust pursuant to
this Agreement, the Yield Supplement Agreement and the Administration Agreement;
certain rebates of premiums and other amounts relating to certain insurance
policies and other items financed under the Receivables in effect as of the
Cutoff Date; and the proceeds of any and all of the foregoing.

        "Owner Trustee" means the Person acting as Owner Trustee under the Trust
Agreement, its successors in interest and any successor owner trustee under the
Trust Agreement.

        "Paying Agent" shall have the meaning assigned to such term in the
Indenture.

        "Person" means any individual, corporation, estate, partnership, joint
venture, association, joint stock company, limited liability company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

        "Pool Balance" as of the close of business on the last day of a
Collection Period means the aggregate Principal Balance of the Receivables
(reduced by the principal balance of any Administrative Receivables, Warranty
Receivables and Defaulted Receivables) as of the close of


                                       14
<PAGE>

business on such day; provided, however, that where the Pool Balance is relevant
in determining whether the requisite percentage of Certificateholders or
Noteholders (or relevant Class or Classes of Certificates or Notes, as the case
may be) necessary to effect any consent, waiver, request or demand shall have
been obtained, the Pool Balance shall be deemed to be reduced by the amount
equal to the portion of the Pool Balance (before giving effect to this
provision) represented by the interests evidenced by any applicable Certificate
or Note registered in the name of the Seller, the Servicer or any Person
actually known to a Trust Officer of the Owner Trustee or the Indenture Trustee,
as the case may be, to be an Affiliate of the Seller or the Servicer, unless all
of the Certificates or Notes, as the case may be, are held or beneficially owned
by NMAC, NARC II or any of their Affiliates.

        "Pool Factor" for a particular Class of Notes or Certificates on any
Distribution Date means a seven-digit decimal figure indicating the principal
amount of such Class of Notes or the Certificate Balance, as the case may be, as
of the close of business on the last day of the related Collection Period as a
fraction of the Original Pool Balance.

        "Prepayment" means, with respect to any Receivable, any prepayment,
whether in part or in full, in respect of such Receivable.

        "Principal Balance" of a Receivable, as of any date of determination,
means the Amount Financed minus the sum of (i) all payments on such Receivable
allocable to principal, (ii) any refunded portion of extended warranty
protection plan or service contract costs, or of physical damage, credit life or
disability insurance premiums included in the Amount Financed, (iii) any payment
of the Administrative Purchase Payment or the Warranty Purchase Payment with
respect to the Receivable allocable to principal and (iv) any Net Liquidation
Proceeds allocable to principal.

        "Purchase Agreement" means that certain agreement, dated as of January
17, 2002, between NMAC and the Seller, relating to the purchase by the Seller
from NMAC of the Receivables.

        "Rating Agency" means, as of any date, any of the nationally recognized
statistical rating organizations that has been requested by the Seller or one of
its Affiliates to rate any Class of Notes and that is rating such Class of Notes
on such date.

        "Receivable" means any retail installment sale contract that appears on
Schedule A to this Agreement (which Schedule A may be in the form of microfiche,
CD, datatape or paper) and that has not been released by the Owner Trustee from
the Trust.

        "Receivable File" means the documents specified in Section 2.02
pertaining to a particular Receivable.

        "Record Date" means, with respect to the Notes of any Class and each
Distribution Date, the 14th day of the calendar month in which such Distribution
Date occurs, and, with respect to the Certificates or if Definitive Notes,
representing any Class of Notes, have been issued, the last day of the
Collection Period preceding the related Distribution Date. Any amount stated "as
of a Record Date" or "on a Record Date" shall give effect to (i) all
applications of collections, and (ii) all distributions to any party under this
Agreement, the Indenture and the Trust Agreement or to


                                       15
<PAGE>

the related Obligor, as the case may be, in each case as determined as of the
opening of business on the related Record Date.

        "Relevant Trustee" means (i) with respect to the control over or
appropriate designation denoting ownership or control over any property
comprising a portion of the Owner Trust Estate that either is not conveyed or
pledged to the Indenture Trustee for the benefit of the Noteholders pursuant to
the Granting Clause of the Indenture or that has been released from the lien of
the Indenture, the Owner Trustee, and (ii) with respect to any property
comprising a portion of the Trust Estate (as defined in the Indenture) that has
not been released from the lien of the Indenture, the Indenture Trustee;
provided, however, that with respect to any property that is under the joint or
separate control of a co-trustee or separate trustee under the Trust Agreement
or the Indenture, respectively, "Relevant Trustee" shall refer to either or both
of the Owner Trustee and such co-trustee or separate trustee or to either or
both of the Indenture Trustee and such co-trustee or separate trustee, as the
case may be.

        "Required Deposit Rating" shall have the meaning assigned to such term
in the definition of "Eligible Deposit Account."

        "Required Rate" means, with respect to each Collection Period, the sum
of (i) the Servicing Rate plus (ii) the Class A-4 Interest Rate.

        "Required Yield Supplement Amount" means, with respect to every
Distribution Date, an amount equal to the lesser of (i) the aggregate amount of
Yield Supplement Deposits that would become due for all future Distribution
Dates under the Yield Supplement Agreement, assuming (1) that payments on the
Receivables are made on their scheduled due dates, (2) that no Receivable
becomes a prepaid Receivable, and (3) a discount rate of 2.5%, and (ii) the
Initial Yield Supplement Amount.

        "Reserve Account" means the account designated as such, established and
maintained pursuant to Section 5.07.

        "Reserve Account Initial Deposit" means $10,831,617.66.

        "Schedule of Receivables" means the schedule of receivables attached as
Schedule A to this Agreement, as it may be amended from time to time.

        "Scheduled Payment" on a Receivable means the payment required to be
made by the Obligor during each Collection Period that is sufficient to amortize
the related Principal Balance under the Simple Interest Method over the term of
the Receivable and to provide interest at the related APR.

        "Securities Account Control Agreement" means the Securities Account
Control Agreement dated as of January 17, 2002, among the Seller, the Trust,
Wells Fargo Bank Minnesota, National Association, as Securities Intermediary
thereunder and Wells Fargo Bank Minnesota, National Association, as Indenture
Trustee pursuant to which the Reserve Account and the Yield Supplement Account
will be established and maintained.


                                       16
<PAGE>

        "Securityholders" has the meaning set forth in this Section 1.01 under
the definition of "Holder."

        "Seller" means NARC II, as the seller of the Receivables under this
Agreement, and each successor to NARC II (in the same capacity) pursuant to
Section 6.04.

        "Servicer" means NMAC, as the servicer of the Receivables, and each
successor to NMAC (in the same capacity) pursuant to Section 7.03 or 8.02.

        "Servicer Default" means an event specified in Section 8.01.

        "Servicer's Certificate" means a certificate completed and executed on
behalf of the Servicer by the president, any executive vice president, any vice
president, the treasurer, any assistant treasurer, the controller or any
assistant controller of the Servicer pursuant to Section 4.08.

        "Servicing Rate" means 1.00% per annum.

        "Simple Interest Method" means the method of allocating a fixed level
payment to principal and interest pursuant to which the portion of such payment
that is allocated to interest is equal to the product of the fixed rate of
interest multiplied by the unpaid principal balance multiplied by the quotient
obtained by calculating the period of time elapsed since the preceding payment
of interest was made and dividing such period of time by 365 or 366, as
appropriate.

        "Simple Interest Receivable" means any Receivable under which the
portion of a payment allocable to interest and the portion allocable to
principal is determined in accordance with the Simple Interest Method.

        "Specified Reserve Account Balance" means with respect to any
Distribution Date, an amount equal to $10,831,617.66, provided, however, that in
the event that on any Distribution Date (i) the annualized average for the
preceding three Collection Periods (or such smaller number of Collection Periods
as have elapsed since the Cutoff Date) of the percentage equivalents of the
ratios of net losses (i.e., the net balances of all Liquidated Receivables, less
any Net Liquidation Proceeds with respect to such Liquidated Receivables from
that or prior Collection Periods) to the Pool Balance as of the first day of
each such Collection Period exceeds 3.25% or (ii) the average for the preceding
three Collection Periods (or such smaller number of Collection Periods as have
elapsed since the Cutoff Date) of the percentage equivalents of the ratios of
the number of Receivables that are delinquent 60 days or more to the outstanding
number of Receivables exceeds 2.0%, then the Specified Reserve Account Balance
for such Distribution Date (and for each succeeding Distribution Date until the
relevant averages have not exceeded the specified percentages in clauses (i) and
(ii) above for three successive Distribution Dates) shall be a dollar amount
equal to the greater of (i) $10,831,617.66 and (ii) 5.0% of the Outstanding
Amount of the Notes and the Certificate Balance as of the preceding Distribution
Date (after giving effect to payments of principal made on such Distribution
Date).

        "Standard & Poor's" means Standard & Poor's Ratings Services, a Division
of The McGraw-Hill Companies Inc.


                                       17
<PAGE>


        "Successor Servicer" means any entity appointed as a successor to the
Servicer pursuant to Section 8.02.

        "Supplemental Servicing Fee" means, with respect to any Distribution
Date, all late fees, prepayment charges and other administrative fees and
expenses or similar charges allowed by applicable law with respect to the
Receivables received by the Servicer during the related Collection Period and
any interest earned from the investment of monies in the Accounts (other than
the Yield Supplement Account) during the related Collection Period.

        "Total Servicing Fee" means the sum of the Base Servicing Fee and the
Supplemental Servicing Fee.

        "Trust" means the Issuer.

        "Trust Agreement" means the Trust Agreement, dated October 17, 2001, as
amended by the Amended and Restated Trust Agreement, dated as of January 17,
2002, between the Seller and the Owner Trustee.

        "Trust Collection Account" shall have the meaning assigned to such term
in Section 5.01(c).

        "Trust Estate" means all money, instruments, rights and other property
that are subject or intended to be subject to the lien and security interest of
the Indenture for the benefit of the Noteholders (including, without limitation,
all property and interests granted to the Indenture Trustee pursuant to the
Granting Clause of the Indenture), including all proceeds thereof.

        "Trust Officer" means, in the case of the Indenture Trustee, any officer
within the Corporate Trust Office of the Indenture Trustee, including any Vice
President, Assistant Vice President, Secretary, Assistant Secretary or any other
officer of the Indenture Trustee customarily performing functions similar to
those performed by any of the above designated officers and also, with respect
to a particular matter, any other officer to whom such matter is referred
because of such officer's knowledge of and familiarity with the particular
subject and, with respect to the Owner Trustee, any officer in the Corporate
Trust Administration Department of the Owner Trustee with direct responsibility
for the administration of the Trust Agreement and the Basic Documents on behalf
of the Owner Trustee.

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

        "USAP" shall have the meaning assigned to such term in Section 4.10.

        "Warranty Purchase Payment," for any Warranty Receivable as of the last
day of any Collection Period, means the sum of the Principal Balance thereof as
of the beginning of such Collection Period plus interest accrued thereon through
the due date for the Obligor's payment in such Collection Period, at the related
APR, after giving effect to the receipt of monies collected (from whatever
source other than Advances) on such Warranty Receivable, if any, during such
Collection Period.


                                       18
<PAGE>

        "Warranty Receivable" means a Receivable purchased as of the close of
business on the last day of a Collection Period by the Seller pursuant to
Section 3.02.

        "Yield Supplement Account" means the segregated trust account
established and maintained for the benefit of the Noteholders pursuant to
Section 5.08(a).

        "Yield Supplement Agreement" means the agreement, dated as of the date
of this Agreement, among the Seller, NMAC, Wells Fargo Bank Minnesota, National
Association, as Indenture Trustee, and the Trust, substantially in the form
attached hereto as Exhibit A.

        "Yield Supplement Amount" means, with respect to any Distribution Date,
the aggregate amount on deposit in the Yield Supplement Account after giving
effect to the withdrawal therefrom of the related Yield Supplement Deposit and
without regard to any amounts on deposit therein in respect of interest or
investment earnings earned on the investment of amounts on deposit therein in
Eligible Investments for any period.

        "Yield Supplement Deposit" means, with respect to any Distribution Date,
the amount by which (a) the aggregate amount of interest that would have been
due during the related Collection Period on all Yield Supplemented Receivables
if such Yield Supplemented Receivables bore interest at the Required Rate
exceeds (b) the amount of interest accrued on such Yield Supplemented
Receivables at their respective APRs and due during such Collection Period.

        "Yield Supplemented Receivable" means any Receivable that has an APR
less than the Required Rate.

        SECTION 1.02 Usage of Terms. With respect to all terms in this
Agreement, the singular includes the plural and the plural the singular; words
importing any gender include the other genders; references to "writing" include
printing, typing, lithography and other means of reproducing words in a visible
form; references to agreements and other contractual instruments include all
subsequent amendments, amendments and restatements and supplements thereto or
changes therein entered into in accordance with their respective terms and not
prohibited by this Agreement; references to Persons include their permitted
successors and assigns; references to laws include their amendments and
supplements, the rules and regulations thereunder and any successors thereto;
and the term "including" means "including without limitation."

                                   ARTICLE II

                            Conveyance of Receivables

        SECTION 2.01 Conveyance of Receivables.

            (a) In consideration of the premises and the agreements, provisions
        and covenants herein contained and other good and valuable consideration
        to be delivered to the Seller hereunder, on behalf of the Issuer, the
        Seller does hereby sell, transfer, assign and


                                       19
<PAGE>


        otherwise convey to the Issuer, without recourse (but subject to the
        Seller's obligations in this Agreement):

               (i) all right, title and interest of the Seller in and to the
        Receivables (including all related Receivable Files) listed in Schedule
        A hereto and all monies due thereon or paid thereunder or in respect
        thereof (including proceeds of the repurchase of Receivables by the
        Seller pursuant to Section 3.02 or the purchase of Receivables by the
        Servicer pursuant to Section 4.06 or 9.01) after the Cutoff Date;

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

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

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

               (v) the rights of the Seller under the Purchase Agreement and the
        Assignment;

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

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

               (viii) the Lease Contracts and all rights of the Seller to
        receive the Lease Contract Payments;

               (ix) all other assets comprising the Owner Trust Estate; and

               (x) all proceeds of the foregoing.

            On the Closing Date, the Seller shall deliver to, or to the order
        of, the Issuer all property conveyed pursuant to this Section 2.01(a),
        except for monies received in respect of the Receivables after the
        Cutoff Date and before the Closing Date which shall be deposited by NMAC
        (in its individual capacity or as the Servicer) into the Collection
        Account no later than the first Record Date after the Closing Date.
        Concurrently therewith and in exchange therefor, the Issuer shall
        deliver to, or to the order of, the Seller the Notes and the
        Certificates.

            (b) It is the intention of the Seller that the transfer and
        assignment contemplated by this Agreement shall constitute a sale of the
        Receivables from the Seller to the Issuer and the beneficial interest in
        and title to the Receivables shall not be part of the Seller's estate in
        the event of the filing of a bankruptcy petition by or against the
        Seller under any


                                       20
<PAGE>

        bankruptcy law. The Seller agrees to execute and file all filings
        (including filings under the UCC) necessary in any jurisdiction to
        provide third parties with notice of the sale of the Receivables
        pursuant to this Agreement and to perfect such sale under the UCC.

            (c) Although the parties hereto intend that the transfer and
        assignment contemplated by this Agreement be a sale, if such transfer
        and assignment is deemed to be other than a sale, the parties intend
        that all filings described in the foregoing paragraph shall give the
        Issuer a first priority perfected security interest in, to and under the
        Receivables, and other property conveyed hereunder and all proceeds of
        any of the foregoing. This Agreement shall be deemed to be the grant of
        a security interest from the Seller to the Issuer, and the Issuer shall
        have all the rights, powers and privileges of a secured party under the
        UCC.

            (d) In connection with the foregoing conveyance, the Servicer shall
        maintain its computer system so that, from and after the time of sale of
        the Receivables to the Issuer under this Agreement, the Servicer's
        master computer records that refer to any Receivable indicate clearly
        the interest of the Issuer in such Receivables and that such Receivable
        is owned by the Issuer and controlled by the Issuer. Indication of the
        Issuer's ownership of a Receivable shall be deleted from or modified on
        the Servicer's computer systems when, and only when, the Receivable has
        been paid in full, repurchased or assigned pursuant to this Agreement.

            (e) Ownership and control of the Receivables, as between the Issuer
        and the Indenture Trustee (on behalf of the Noteholders and the
        Certificateholders) shall be governed by the Indenture.

        SECTION 2.02 Custody of Receivable Files. To assure uniform quality in
servicing the Receivables and to reduce administrative costs, the Issuer, upon
the execution and delivery of this Agreement, appoints the Servicer, and the
Servicer accepts such appointment, to act as the agent of the Issuer as
custodian of the following documents or instruments that are hereby
constructively delivered to the Issuer with respect to each Receivable:

            (a) the original of such Receivable (or a photocopy or other image
        thereof that the Servicer shall keep on file in accordance with its
        customary procedures) fully executed by the Obligor;

            (b) the original credit application fully executed by the related
        Obligor (or a photocopy or other image thereof that the Servicer shall
        keep on file in accordance with its customary procedures);

            (c) the original certificate of title (or a photocopy or other image
        thereof or such documents that the Servicer shall keep on file in
        accordance with its customary procedures), evidencing the security
        interest of the Servicer in the related Financed Vehicle; and

            (d) any and all other documents that the Servicer shall keep on
        file, in accordance with its customary procedures, relating to such
        Receivable, the related Obligor or Financed Vehicle.


                                       21
<PAGE>


        SECTION 2.03 Acceptance by Issuer. The Issuer acknowledges its
acceptance pursuant to this Agreement, of all right, title and interest in and
to the Receivables and other property conveyed by the Seller pursuant to this
Agreement and declares and shall declare from and after the date hereof that the
Issuer holds and shall hold such right, title and interest, upon the terms and
conditions set forth in this Agreement.

                                   ARTICLE III

                                 The Receivables

        SECTION 3.01 Representations and Warranties of the Seller with Respect
to the Receivables. The Seller makes the following representations and
warranties as to the Receivables on which the Issuer is deemed to have relied in
acquiring the Receivables. Such representations and warranties speak as of the
execution and delivery of this Agreement and as of the Closing Date, but shall
survive the sale, transfer and assignment of the Receivables to the Issuer and
the pledge thereof to the Indenture Trustee pursuant to the Indenture.

            (a) Characteristics of Receivables. Each Receivable (i) has been
        originated in the United States of America by a Dealer for the retail
        sale of a Financed Vehicle in the ordinary course of such Dealer's
        business, has been fully and properly executed by the parties thereto,
        has been purchased by the Seller from NMAC pursuant to the Purchase
        Agreement, which in turn has purchased such Receivables from such Dealer
        under an existing dealer agreement with NMAC, and has been validly
        assigned by such Dealer to NMAC, which in turn has been validly assigned
        pursuant to the Purchase Agreement by NMAC to the Seller in accordance
        with its terms, (ii) created a valid, subsisting and enforceable
        security interest in favor of NMAC in such Financed Vehicle, which
        security interest has been validly assigned pursuant to the Purchase
        Agreement by NMAC to the Seller, which in turn has been validly assigned
        by the Seller to the Issuer in accordance with the terms hereof, (iii)
        contains customary and enforceable provisions such that the rights and
        remedies of the holder thereof are adequate for realization against the
        collateral of the benefits of the security, (iv) provides for level
        monthly payments (provided that the payment in the first or last month
        in the life of the Receivable may be minimally different from the level
        payment) that fully amortize the Amount Financed over an original term
        of no greater than 63 months, and (v) provides for interest at the
        related APR.

            (b) Schedule of Receivables. The information set forth in Schedule A
        to this Agreement was true and correct in all material respects as of
        the opening of business on the Cutoff Date; the Receivables were
        selected at random from NMAC's retail installment sale contracts (other
        than contracts originated in Alabama or Hawaii) meeting the criteria of
        the Trust set forth in this Agreement; and no selection procedures
        believed to be adverse to the Securityholders were utilized in selecting
        the Receivables.

            (c) Compliance with Law. Each Receivable, the origination of such
        Receivable, and the sale of the Financed Vehicle complied at the time it
        was originated or made and at the execution of this Agreement complies
        in all material respects with all


                                       22
<PAGE>

        requirements of applicable federal, state and local laws, and
        regulations thereunder, including usury laws, the Federal
        Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit
        Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade
        Commission Act, the Magnuson-Moss Warranty Act, the Soldiers and Sailors
        Civil Relief Act of 1940, the Federal Reserve Board's Regulations B and
        Z, and state adaptations of the National Consumer Credit Protection Act
        and of the Uniform Consumer Credit Code, state "Lemon Laws" designed to
        prevent fraud in the sale of automobiles and other consumer credit laws
        and equal credit opportunity and disclosure laws.

            (d) Binding Obligation. Each Receivable represents the genuine,
        legal, valid and binding payment obligation in writing of the Obligor,
        enforceable by the holder thereof in accordance with its terms subject
        to the effect of bankruptcy, insolvency, reorganization, moratorium or
        other similar laws affecting creditors' rights generally and by general
        equitable principles.

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

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

            (g) No Waiver. No provision of a Receivable has been waived in a
        manner that is prohibited by the provisions of Section 4.01 or that
        would cause such Receivable to fail to meet all of the other
        requirements and warranties made by the Seller herein with respect
        thereto.

            (h) No Defenses. No Receivable is subject to any right of
        rescission, setoff, counterclaim or defense, including the defense of
        usury, and the operation of any of the terms of any Receivable, or the
        exercise of any right thereunder, will not render such Receivable
        unenforceable in whole or in part or subject such Receivable to any
        right of rescission, setoff, counterclaim or defense, including the
        defense of usury, and no such right of rescission, setoff, counterclaim
        or defense has been asserted with respect thereto.

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

            (j) No Default. Except for payment defaults continuing for a period
        of not more than 29 days as of the Cutoff Date, no default, breach,
        violation or event permitting


                                       23
<PAGE>

        acceleration under the terms of any Receivable has occurred; and no
        continuing condition that with notice or the lapse of time would
        constitute a default, breach, violation or event permitting acceleration
        under the terms of any Receivable has arisen (other than deferrals and
        waivers of late payment charges or fees permitted hereunder).

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

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

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

            (n) All Filings Made. All filings (including, without limitation,
        UCC filings) necessary in any jurisdiction to give the Relevant Trustee
        a first priority perfected ownership interest in the Receivables have
        been made or have been delivered to the Relevant Trustee in a form
        suitable for filing.

            (o) Chattel Paper. Each Receivable constitutes "tangible chattel
        paper," as such term is defined in the UCC.

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

            (q) One Original. There is only one original executed copy of each
        Receivable.

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


                                       24
<PAGE>


            (s) APR. The APR of each Receivable equals or exceeds 1.90%.

            (t) Maturity. As of the Cutoff Date, each Receivable had a remaining
        term to maturity of not less than 3 months and not greater than 58
        months.

            (u) Balance. Each Receivable had an original Principal Balance of
        not more than $50,000.00 and, as of the Cutoff Date, had a principal
        balance of not less than $2,000.00 and not more than $46,000.00.

            (v) Delinquency. No Receivable was more than 29 days past due as of
        the Cutoff Date, and no Receivable has been extended by more than two
        months.

            (w) Bankruptcy. No Obligor was the subject of a bankruptcy
        proceeding (according to the records of NMAC) as of the Cutoff Date.

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

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

            (z) Origination. Each Receivable has an origination date on or after
        April 26, 1997.

            (aa) Receivable Files. The Receivable Files shall be kept at one or
        more of the locations listed in Schedule B hereto. The Receivable Files
        that constitute or evidence the Receivables do not have any marks or
        notations indicating that they have been pledged, assigned or otherwise
        conveyed by the Seller to any Person other than the Issuer. All
        financing statements filed or to be filed against the Seller in favor of
        the Issuer in connection herewith describing the Receivables contain a
        statement to the following effect: "A purchase of or security interest
        in any collateral described in this financing statement, except as
        permitted in the Sale and Servicing Agreement, will violate the rights
        of the Issuer."

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

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

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

            (ee) No Pledge or Assignment of Receivables. Other than the security
        interest granted to the Issuer pursuant to this Agreement, the Seller
        has not pledged, assigned, sold, granted a security interest in, or
        otherwise conveyed any of the Receivables. The


                                       25
<PAGE>


        Seller has not authorized the filing of and is not aware of any
        financing statements against the Seller that include a description of
        collateral covering the Receivables other than any financing statement
        relating to the security interest granted to the Issuer hereunder or a
        financing statement as to which the security interest covering the
        Receivables has been released. The Seller is not aware of any judgement
        or tax lien filings against the Seller.

        SECTION 3.02 Repurchase upon Breach. The Seller, the Servicer or the
Issuer, as the case may be, shall inform the other parties to this Agreement and
the Indenture Trustee promptly, in writing, upon the discovery of any breach of
the Seller's representations and warranties pursuant to Section 3.01 that
materially and adversely affects the interests of the Securityholders in any
Receivable. Unless the breach shall have been cured by the last day of the
second Collection Period following such discovery (or, at the Seller's election,
the last day of the first Collection Period following such discovery), the
Seller shall be obligated (whether or not such breach was known to the Seller on
the Closing Date), and the Issuer shall enforce the obligation of the Seller
under this Agreement and, if necessary, the Seller shall enforce the obligation
of NMAC under the Purchase Agreement, to repurchase any Receivable the
Securityholders' interest in which was materially and adversely affected by the
breach as of such last day. A breach of the representation in Section
3.01(a)(iv), (t) or (u) shall be deemed to affect materially and adversely the
related Receivable. In consideration of the purchase of the Receivables, the
Seller shall remit the Warranty Purchase Payment in the manner specified in
Section 5.05. For purposes of this Section 3.02, the Warranty Purchase Payment
of a Receivable that is not consistent with the Seller's warranty pursuant to
Section 3.01(a)(iv) shall include such additional amount as shall be necessary
to provide the full amount of interest as contemplated therein to the date of
repurchase. The sole remedy of the Trust, the Indenture Trustee (by operation of
the assignment of the Issuer's rights hereunder pursuant to the Indenture) or
any Securityholder with respect to a breach of the Seller's representations and
warranties pursuant to Section 3.01 shall be to require the Seller to repurchase
Receivables pursuant to this Section and to enforce the obligation of NMAC to
the Seller to repurchase such Receivables pursuant to the Purchase Agreement.

        SECTION 3.03 Duties of Servicer as Custodian.

            (a) Safekeeping. The Servicer shall hold the Receivable Files as
        custodian for the benefit of the Issuer and maintain such accurate and
        complete accounts, records and computer systems pertaining to each
        Receivable File as shall enable the Issuer to comply with this
        Agreement. In performing its duties as custodian, the Servicer shall act
        with reasonable care, using that degree of skill and attention that the
        Servicer exercises with respect to the receivable files relating to all
        comparable automotive receivables that the Servicer services for itself
        or others. In accordance with its customary practices with respect to
        its retail installment sale contracts, the Servicer shall conduct, or
        cause to be conducted, periodic audits of the Receivable Files held by
        it under this Agreement and of the related accounts, records and
        computer systems, in such a manner as shall enable the Issuer, the Owner
        Trustee or the Indenture Trustee to verify the accuracy of the
        Servicer's record keeping. The Servicer shall promptly report to the
        Issuer and the Indenture Trustee any material failure on its part to
        hold the Receivable Files and maintain its accounts, records and
        computer systems as herein provided in all material



                                       26
<PAGE>

        respects and shall promptly take appropriate action to remedy any such
        material failure. Nothing herein shall be deemed to require an initial
        review or any periodic review by the Issuer, the Owner Trustee or the
        Indenture Trustee of the Receivable Files.

            (b) Maintenance of and Access to Records. The Servicer shall
        maintain each Receivable File at one of its offices specified in
        Schedule B or at such other office as shall be specified to the Owner
        Trustee and the Indenture Trustee by written notice from the Servicer
        not later than 90 days after any change in location. The Servicer shall
        make available to the Owner Trustee and the Indenture Trustee or their
        respective duly authorized representatives, attorneys or auditors the
        Receivable Files and the related accounts, records and computer systems
        maintained by the Servicer at such times during normal business hours as
        the Owner Trustee or the Indenture Trustee shall instruct. The Servicer
        shall permit the Owner Trustee, the Indenture Trustee and their
        respective agents at any time during normal business hours upon
        reasonable prior notice to inspect, audit and make copies of and
        abstracts from the Servicer's records regarding any Receivable.

            (c) Release of Documents. Upon the occurrence and during the
        continuation of a Servicer Default or to the extent necessary for the
        Indenture Trustee to comply with its obligations under this Agreement,
        the Servicer shall, upon instruction from the Indenture Trustee, release
        any Receivable File to the Indenture Trustee, the Indenture Trustee's
        agent or the Indenture Trustee's designee, as the case may be, at such
        place or places as the Indenture Trustee may designate, as soon as
        practicable.

        SECTION 3.04 Instructions; Authority To Act. The Servicer shall be
deemed to have received proper instructions with respect to the Receivable Files
upon its receipt of written instructions signed by a Trust Officer of the Owner
Trustee or the Indenture Trustee.

        SECTION 3.05 Custodian's Indemnification. The Servicer, as custodian,
shall indemnify the Issuer, the Owner Trustee and the Indenture Trustee for any
and all liabilities, obligations, losses, compensatory damages, payments, costs
or expenses of any kind whatsoever that may be imposed on, incurred by or
asserted against any of them as the result of any improper act or omission in
any way relating to the maintenance and custody by the Servicer as custodian of
the Receivable Files; provided, however, that the Servicer shall not be liable
to the Owner Trustee for any portion of any such amount resulting from the
willful misfeasance, bad faith or negligence of the Owner Trustee, and the
Servicer shall not be liable to the Indenture Trustee for any portion of any
such amount resulting from the willful misfeasance, bad faith or negligence of
the Indenture Trustee.

        SECTION 3.06 Effective Period and Termination. The Servicer's
appointment as custodian shall become effective as of the Cutoff Date, and shall
continue in full force and effect until terminated pursuant to this Section. If
NMAC shall resign as Servicer in accordance with the provisions of this
Agreement or if all of the rights and obligations of any Servicer shall have
been terminated under Section 8.01, the appointment of NMAC as custodian may be
terminated by the Indenture Trustee or by the Holders of Notes evidencing not
less than 25% of the Outstanding Amount of the Notes (but excluding for purposes
of such calculation and action all Notes held or beneficially owned by NMAC,
NARC II or any of their Affiliates unless all of the Notes are held or
beneficially owned by NMAC, NARC II or any of their Affiliates) or, with the


                                       27
<PAGE>

consent of Holders of the Notes evidencing not less than 25% of the Outstanding
Amount of the Notes, by the Owner Trustee or by the Certificateholders
evidencing not less than 25% of the Certificate Balance (but excluding for
purposes of such calculation and action all Certificates held or beneficially
owned by NMAC, NARC II or any of their Affiliates unless all of the Certificates
are held or beneficially owned by NMAC, NARC II or any of their Affiliates), in
the same manner as the Indenture Trustee or such Holders may terminate the
rights and obligations of the Servicer under Section 8.01. The Indenture Trustee
or, with the consent of the Indenture Trustee, the Issuer may terminate the
Servicer's appointment as custodian, with cause, at any time upon written
notification to the Servicer, and without cause upon 30 days' prior written
notification to the Servicer. As soon as practicable after any termination of
such appointment, the Servicer shall deliver the Receivable Files and the
related accounts and records maintained by the Servicer to the Relevant Trustee
or the agent thereof at such place or places as the Relevant Trustee may
reasonably designate.

                                   ARTICLE IV

                   Administration and Servicing of Receivables

        SECTION 4.01 Duties of Servicer.

            (a) The Servicer shall manage, service, administer and make
        collections on the Receivables with reasonable care, using that degree
        of skill and attention that the Servicer exercises with respect to all
        comparable receivables that it services for itself or others. Except
        with respect to Defaulted Receivables, Administrative Receivables or
        Warranty Receivables, the Servicer shall not change the amount of or
        reschedule the due date of any Scheduled Payment, change the APR of, or
        extend any Receivable except as provided herein or change any material
        term of a Receivable; provided, however, that:

                (1) if a default, breach, violation, delinquency or event
            permitting acceleration under the terms of any Receivable shall have
            occurred or, in the judgment of the Servicer, is imminent, the
            Servicer may (A) extend such Receivable for credit related reasons
            that would be acceptable to the Servicer with respect to comparable
            new, near-new or used automobile or light-duty truck receivables
            that it services for itself, but only if (i) the final scheduled
            payment date of such Receivable as extended would not be later than
            the last day of the Collection Period preceding the Final Scheduled
            Distribution Date for the Class A-4 Notes, and (ii) the rescheduling
            or extension would not modify the terms of such Receivable in a
            manner which would constitute a cancellation of such Receivable and
            the creation of a new receivable for federal income tax purposes; or
            (B) reduce an Obligor's monthly payment amount in the event of a
            prepayment resulting from refunds of credit life and disability
            insurance premiums and service contracts and make similar
            adjustments in an Obligor's payment terms to the extent required by
            law;

                (2) if at the end of the scheduled term of any Receivable, the
            outstanding principal amount thereof is such that the final payment
            to be made by


                                       28
<PAGE>

            the related Obligor is larger than the regularly scheduled payment
            of principal and interest made by such Obligor, the Servicer may
            permit such Obligor to pay such remaining principal amount in more
            than one payment of principal and interest, provided that the last
            such payment shall be due on or prior to the last day of the
            Collection Period preceding the Final Scheduled Distribution Date
            for the Class A-4 Notes; and

                (3) the Servicer may in its discretion waive any late payment
            charge or any other fees that may be collected in the ordinary
            course of servicing a Receivable.

            (b) The Servicer's duties shall include collection and posting of
        all payments, responding to inquiries of Obligors on the Receivables,
        investigating delinquencies, sending remittance advises to Obligors,
        reporting tax information to Obligors, accounting for collections,
        furnishing monthly and annual statements to the Owner Trustee and the
        Indenture Trustee with respect to distributions and making Advances
        pursuant to Section 5.04.

            (c) Without limiting the generality of the foregoing, the Servicer
        is authorized and empowered to execute and deliver, on behalf of itself,
        the Trust, the Owner Trustee, the Indenture Trustee and the
        Securityholders or any of them, any and all instruments of satisfaction
        or cancellation, or partial or full release or discharge, and all other
        comparable instruments, with respect to the Receivables or to the
        Financed Vehicles securing the Receivables. If the Servicer shall
        commence a legal proceeding to enforce a Receivable, the Issuer (in the
        case of a Receivable other than an Administrative Receivable or a
        Warranty Receivable) shall thereupon be deemed to have automatically
        assigned, solely for the purpose of collection, such Receivable to the
        Servicer. If in any enforcement suit or legal proceeding it shall be
        held that the Servicer may not enforce a Receivable on the ground that
        it shall not be a real party in interest or a holder entitled to enforce
        such Receivable, the Issuer shall, at the Servicer's expense and
        direction, take steps to enforce the Receivable, including bringing suit
        in its name or the name of the Indenture Trustee or the Securityholders.
        The Issuer shall furnish the Servicer with any powers of attorney and
        other documents reasonably necessary or appropriate to enable the
        Servicer to carry out its servicing and administrative duties hereunder.

            (d) The Servicer, at its expense, shall obtain on behalf of the
        Trust all licenses, including those required under the Pennsylvania
        Motor Vehicle Sales Finance Act and the Maryland Financial Institutions
        Article, required by the laws of any jurisdiction to be held by the
        Trust in connection with ownership of the Receivables, and shall make
        all filings and pay all fees as may be required in connection therewith
        during the term hereof. Nothing in the foregoing or in any other section
        of this Agreement shall be construed to prevent the Servicer from
        implementing new programs, whether on an intermediate, pilot or
        permanent basis, or on a regional or nationwide basis, or from modifying
        its standards, policies and procedures as long as, in each case, the
        Servicer does or would implement such programs or modify its standards,
        policies and procedures in respect of comparable assets serviced for
        itself in the ordinary course of business.


                                       29
<PAGE>

        SECTION 4.02 Collection of Receivable Payments. The Servicer shall make
reasonable efforts to collect all payments called for under the terms and
provisions of the Receivables as and when the same shall become due and shall
follow such collection procedures as it follows with respect to all comparable
receivables that it services for itself or others.

        SECTION 4.03 Realization upon Receivables. On behalf of the Trust, the
Servicer shall use commercially reasonable efforts, consistent with its
customary servicing procedures, to repossess or otherwise convert the ownership
of the Financed Vehicle securing any Receivable as to which the Servicer shall
have determined eventual payment in full is unlikely. The Servicer shall follow
such customary and usual practices and procedures as it shall deem necessary or
advisable in its servicing of comparable receivables, which may include
reasonable efforts to realize upon any Dealer Recourse and selling the related
Financed Vehicle at public or private sale. The foregoing shall be subject to
the provision that, in any case in which the Financed Vehicle shall have
suffered damage, the Servicer shall not expend funds in connection with the
repair or the repossession of such Financed Vehicle unless it shall determine in
its discretion that such repair and/or repossession will increase the Net
Liquidation Proceeds.

        SECTION 4.04 Maintenance of Security Interests in Financed Vehicles. The
Servicer shall, in accordance with its customary servicing procedures, take such
steps as are necessary to maintain perfection of the security interest created
by each Receivable in the related Financed Vehicle. The Servicer is hereby
authorized to take such steps as are necessary to re-perfect such security
interest on behalf of the Issuer and the Indenture Trustee in the event of the
relocation of a Financed Vehicle or for any other reason. If the assignment of a
Receivable to the Trust is insufficient, without a notation on the related
Financed Vehicle's certificate of title, to grant to the Trust a first priority
perfected security interest in the related Financed Vehicle, the Servicer hereby
agrees to serve as the agent of the Trust for the purpose of perfecting the
security interest of the Trust in such Financed Vehicle and agrees that the
Servicer's listing as the secured party on the certificate of title is in this
capacity as agent of the Trust.

        SECTION 4.05 Covenants of Servicer.

            (a) The Servicer shall not release the Financed Vehicle securing any
        Receivable from the security interest granted by such Receivable in
        whole or in part except in the event of payment in full by or on behalf
        of the Obligor thereunder or repossession.

            (b) The Servicer shall not do anything to impair the rights of the
        Securityholders in the Receivables.

            (c) Except with respect to Defaulted Receivables, Administrative
        Receivables or Warranty Receivables, the Servicer shall not alter the
        APR of any Receivable or forgive payments on a Receivable. Except as
        provided in Section 4.01, the Servicer shall not modify the number of
        payments under a Receivable, increase the amount financed under a
        Receivable, or extend the due date for any payment on a Receivable.

            (d) If the Servicer shall determine not to make an Advance related
        to delinquency or non-payment of any Receivable pursuant to Section 5.04
        because it


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<PAGE>

        determines that such Advance would not be recoverable from subsequent
        collections on such Receivable, such Receivable shall be designated by
        the Servicer to be a Defaulted Receivable, provided that such Receivable
        otherwise meets the definition of a Defaulted Receivable.

        SECTION 4.06 Purchase of Receivables upon Breach. The Servicer or the
Issuer shall inform the other party and the Indenture Trustee promptly, in
writing, upon the discovery of any breach by the Servicer of its obligations
under the second sentence of Section 4.01 or under Section 4.02, 4.04 or 4.05
that would materially and adversely affect any Receivable. Unless the breach
shall have been cured by the last day of the second Collection Period following
such discovery (or, at the Servicer's election, the last day of the first
Collection Period following discovery), the Servicer shall (whether or not such
breach was known to the Servicer on the Closing Date) purchase any Receivable
materially and adversely affected by such breach as of such last day. In
consideration of such Receivable, the Servicer shall remit the Administrative
Purchase Payment (as reduced by any Outstanding Advances with respect to such
Receivable) in the manner specified in Section 5.05. For the purposes of this
Section 4.06, the Administrative Purchase Payment shall consist in part of a
release by the Servicer of all rights of reimbursement with respect to
Outstanding Advances with respect to the purchased Receivable. The sole remedy
of the Indenture Trustee, the Owner Trustee, the Trust or the Securityholders
against the Servicer with respect to a breach by the Servicer of its obligations
under the second sentence of Section 4.01 or under Section 4.02, 4.04 or 4.05
shall be to require the Servicer to purchase Receivables pursuant to this
Section 4.06.

        SECTION 4.07 Servicing Fee and Expenses. As compensation for the
performance of its obligations hereunder, the Servicer shall be entitled to
receive on each Distribution Date the Total Servicing Fee. In addition, the
Servicer shall retain as servicing compensation all amounts other than the Lease
Contract Payments received in connection with the Lease Contracts. Except to the
extent otherwise provided herein, the Servicer shall be required to pay all
expenses incurred by it in connection with its activities under this Agreement
(including fees and disbursements of the Indenture Trustee and independent
accountants, taxes imposed on the Servicer, expenses incurred in connection with
distributions and reports to Securityholders and all other fees and expenses not
expressly stated under this Agreement to be for the account of the
Securityholders).

        SECTION 4.08 Servicer's Certificate.

            (a) On or before the tenth day of each month (or, if such tenth day
        is not a Business Day, then on the next succeeding Business Day), the
        Servicer shall deliver to the Owner Trustee, each Paying Agent, and the
        Indenture Trustee, with a copy to each Rating Agency, a Servicer's
        Certificate containing all information necessary to make the
        distributions pursuant to Sections 5.06, 5.07 and 5.08 (including the
        amount of the aggregate collections on the Receivables; the aggregate
        Advances to be made by the Servicer, if any, the aggregate
        Administrative Purchase Payments for any Administrative Receivables to
        be purchased by the Servicer, and the aggregate Warranty Purchase
        Payments for any Warranty Receivables to be purchased by the Seller) for
        the Collection Period preceding the date of such Servicer's Certificate,
        all information necessary for the Owner Trustee to send statements to
        the Certificateholders and the Indenture Trustee to



                                       31
<PAGE>

        send statements to the Noteholders pursuant to the Trust Agreement or
        Indenture, as the case may be. Each of the Owner Trustee and the
        Indenture Trustee may conclusively rely on the information in any
        Servicer's Certificate and shall have no duty to confirm or verify the
        contents thereof.

            (b) Concurrently with delivery of the Servicer's Certificate in each
        month, the Servicer shall deliver to the underwriters of the Notes the
        Note Factor for each Class of Notes, the Certificate Factor, and the
        Pool Factor for each Class of Notes and for the Certificates, in each
        case as of the close of business on the Distribution Date occurring in
        such month.

        SECTION 4.09 Annual Statement as to Compliance; Notice of Default.

            (a) The Servicer shall deliver to the Owner Trustee, the Indenture
        Trustee and each of the Rating Agencies, on or before the last day of
        the third month after the end of each fiscal year of the Servicer,
        beginning June 30, 2002, an Officers' Certificate with respect to the
        prior fiscal year of the Servicer ended such calendar year (or with
        respect to the initial Officer's Certificate, the period from the date
        of the initial issuance of the Securities to March 31, 2002), stating
        that (i) a review of the activities of the Servicer during the preceding
        12-month (or shorter) period and of its performance under this Agreement
        has been made under such officer's supervision and (ii) to the best of
        such officer's knowledge, based on such review, the Servicer has
        fulfilled all its obligations under this Agreement throughout such
        twelve-month (or shorter) period, or, if there has been a default in the
        fulfillment of any such obligation, specifying each such default known
        to such officer and the nature and status thereof. A copy of such
        Officer's Certificate may be obtained by any Certificateholder or
        Noteholder by a request in writing to the Owner Trustee or the Indenture
        Trustee addressed as set forth in Section 10.03 hereof.

            (b) The Servicer shall deliver to the Owner Trustee, the Indenture
        Trustee and each Rating Agency, promptly after having obtained knowledge
        thereof, but in no event later than five Business Days thereafter,
        written notice in an Officer's Certificate of any event that with the
        giving of notice or lapse of time, or both, would become a Servicer
        Default under Section 8.01. The Seller shall deliver to the Owner
        Trustee, the Indenture Trustee and to each such Rating Agency, promptly
        after having obtained knowledge thereof, but in no event later than five
        Business Days thereafter, written notice in an Officer's Certificate of
        any event that with the giving of notice or lapse of time, or both,
        would become an Event of Default under Section 8.01(a)(ii) or would
        result in any lowering of the ratings described in Section
        5.02(a)(ii)(A).

        SECTION 4.10 Annual Independent Certified Public Accountants' Report.
The Servicer shall cause a firm of independent certified public accountants, who
may also render other services to the Servicer, the Seller or their Affiliates,
to deliver to the Owner Trustee, the Indenture Trustee and each of the Rating
Agencies, on or before the last day of the third month after the end of each
fiscal year of the Servicer, beginning June 30, 2002, with respect to the prior
fiscal year (or with respect to the initial reports, the period from the date of
the initial issuance of the Securities to March 31, 2002) the following reports:
(a) a report that such firm


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<PAGE>

has audited the consolidated financial statements of the Servicer in accordance
with generally accepted auditing standards, that such firm is independent of the
Servicer within the meaning of the Code of Professional Ethics of the American
Institute of Certified Public Accountants ("AICPA"), and expressing such firm's
opinion thereon; and (b) a report indicating that such firm has examined, in
accordance with standards established by AICPA, management's assertion about the
Servicer's compliance with the minimum servicing standards identified in the
Mortgage Bankers Association of America's Uniform Single Attestation Program for
Mortgage Bankers ("USAP") as such standards relate to automobile and light-duty
truck loans serviced for others, and expressing such firm's opinion on such
management assertion (the "Annual USAP Report"). Upon the request of any
Certificateholder or Note Owner, the Owner Trustee or the Indenture Trustee, as
the case may be, shall promptly provide such Certificateholder or Note Owner
with a copy of such Annual USAP Report. For all purposes of this Agreement, the
Owner Trustee and the Indenture Trustee may rely on the representation of any
Person that it is a Certificateholder or a Note Owner, as the case may be.

        SECTION 4.11 Access to Certain Documentation and Information Regarding
Receivables. The Servicer shall provide to the Owner Trustee and the Indenture
Trustee access to the Receivable Files in such cases where the Securityholders
shall be required by applicable statutes or regulations to review such
documentation. In each case, such access shall be afforded without charge, but
only upon reasonable request and during the normal business hours at the
respective offices of the Servicer. Nothing in this Section shall affect the
obligation of the Servicer to observe any applicable law prohibiting disclosure
of information regarding the Obligors and the failure of the Servicer to provide
access to information as a result of such obligation shall not constitute a
breach of this Section.

        SECTION 4.12 Appointment of Subservicer. So long as NMAC acts as the
Servicer, the Servicer may at any time without notice or consent subcontract
substantially all its duties under this Agreement to any corporation more than
50% of the voting stock of which is owned, directly or indirectly, by Nissan.
The Servicer may at any time perform specific duties as servicer under this
Agreement through other subcontractors; provided, however, that no such
delegation or subcontracting shall relieve the Servicer of its responsibilities
with respect to such duties as to which the Servicer shall remain primarily
responsible with respect thereto.

        SECTION 4.13 Amendments to Schedule of Receivables. If the Servicer,
during any Collection Period, assigns to a Receivable an account number that
differs from the original account number identifying such Receivable on the
Schedule of Receivables, the Servicer shall deliver to the Owner Trustee and the
Indenture Trustee, on or before the Distribution Date relating to such
Collection Period, an amendment to the Schedule of Receivables reporting the
newly assigned account number, together with the old account number of each such
Receivable. The first such delivery of amendments to the Schedule of Receivables
shall include monthly amendments reporting account numbers appearing on the
Schedule of Receivables with the new account numbers assigned to such
Receivables during any prior Collection Period.

        SECTION 4.14 Acknowledgement by Servicer of its Obligations under the
Indenture. The Servicer hereby agrees and consents to the provisions of the
Indenture applicable to it (including, without limitation, Sections 8.03(a) and
8.03(b) thereof) and agrees to be bound by such provisions.


                                       33
<PAGE>


                                    ARTICLE V

                            Distributions; Accounts;
            Statements to the Certificateholders and the Noteholders

        SECTION 5.01 Establishment of Accounts.

            (a) The Servicer, on behalf of the Owner Trustee and the Indenture
        Trustee, shall establish the Collection Account in the name of the
        Indenture Trustee for the benefit of the Securityholders. The Collection
        Account shall be a segregated trust account initially established with
        the Indenture Trustee and maintained with the Indenture Trustee as long
        as (i) the deposits of the Indenture Trustee have the Required Deposit
        Rating or (ii) the Collection Account is maintained in a segregated
        trust account in the trust department of the Indenture Trustee;
        provided, however, that all amounts held in the Collection Account
        shall, to the extent permitted by applicable laws, rules and regulations
        and as directed by the Servicer, be invested by the Indenture Trustee in
        Eligible Investments; otherwise, such amounts shall be maintained in
        cash; provided that if (x) the Servicer shall have failed to give
        investment directions for any funds on deposit in the Collection Account
        to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time
        as may be agreed by the Servicer and the Indenture Trustee) on any
        Business Day, or (y) a Default or Event of Default shall have occurred
        and be continuing with respect to the Notes but the Notes shall not have
        been declared due and payable pursuant to the Indenture, or (z) if the
        Notes shall have been declared due and payable following an Event of
        Default, amounts collected or receivable from the Trust Estate are being
        applied in accordance with Section 5.05 of the Indenture as if there had
        not been such a declaration, then the Indenture Trustee shall, to the
        fullest extent practicable, invest and reinvest funds in the Collection
        Account in one or more Eligible Investments specified in clauses (i),
        (iv) or (vi) of the definition of Eligible Investments. All such
        Eligible Investments shall mature not later than the Business Day
        preceding the next Distribution Date, in such manner that such amounts
        invested shall be available to make the required distributions on the
        Distribution Date. The Servicer will not direct the Indenture Trustee,
        and the Issuer shall cause the Servicer not, to make any investment of
        any funds or to sell any investment held in the Collection Account
        unless the security interest granted and perfected in such account will
        continue to be perfected in such investment or the proceeds of such
        sale, in either case without any further action by any Person, and, in
        connection with any direction to the Indenture Trustee to make any such
        investment or sale, if requested by the Indenture Trustee, the Servicer
        shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable
        to the Indenture Trustee, to such effect. Should the short-term
        unsecured debt obligations of the Indenture Trustee no longer have the
        Required Deposit Rating then, unless the Collection Account is
        maintained in segregated trust accounts in the trust department of the
        Indenture Trustee, the Servicer shall, with the Indenture Trustee's
        assistance as necessary and within ten Business Days of receipt of
        notice from the Indenture Trustee that the Indenture Trustee no longer
        has the Required Deposit Rating, cause the Collection Account (i) to be
        moved to segregated trust accounts in a bank or trust company, the
        short-term unsecured debt obligations of which shall have the Required
        Deposit Rating, or (ii) to be moved to the trust department of the
        Indenture Trustee.


                                       34
<PAGE>


            (b) Earnings on investment of funds in the Collection Account shall
        be paid to the Servicer as servicing compensation, and any losses and
        investment expenses shall be charged against the funds on deposit in the
        Collection Account.

            (c) Subject to the foregoing, the Servicer, on behalf of the Owner
        Trustee and the Indenture Trustee, shall establish and maintain the
        Collection Account as an Eligible Deposit Account in the name of and
        under the exclusive control of the Indenture Trustee, bearing a
        designation clearly indicating that the funds deposited therein are held
        for the benefit of the Securityholders. The Indenture Trustee shall
        transfer all amounts remaining on deposit in the Collection Account on
        the Distribution Date on which the Notes of all Classes have been paid
        in full (or substantially all of the Trust Estate is otherwise released
        from the lien of the Indenture) to another Eligible Deposit Account
        established pursuant to the Trust Agreement for the benefit of the
        Certificateholders (the "Trust Collection Account"), and take all
        necessary or appropriate actions to transfer all of its right, title and
        interest in the Collection Account, all funds or investments held
        therein and all proceeds thereof, whether or not on behalf of the
        Securityholders, to the Owner Trustee for the benefit of the
        Certificateholders, subject to the limitations set forth in the
        Indenture with respect to amounts held for payment to Noteholders that
        do not promptly deliver a Note for payment on such Distribution Date.
        After the transfer to the Trust Collection Account described in the
        immediately preceding sentence, references in this Agreement to
        "Collection Account" shall be deemed to be references to the "Trust
        Collection Account."

            (d) With respect to the Collection Account and all property held
        therein, the Owner Trustee agrees, by its acceptance hereof that, on the
        terms and conditions set forth in the Indenture, for so long as Notes of
        any Class remain outstanding, the Indenture Trustee shall possess all
        right, title and interest therein (excluding interest or investment
        income thereon payable to the Servicer or the Seller, as the case may
        be), and the Accounts shall be under the sole dominion and control of
        the Indenture Trustee for the benefit of the Noteholders and the
        Certificateholders, as the case may be, as set forth in the Indenture.
        The parties hereto agree that the Issuer, the Owner Trustee and the
        Holders of the Certificates have no right, title or interest in the
        Reserve Account or any amounts on deposit therein at any time. The
        parties hereto agree that the Servicer shall have the power, revocable
        by the Indenture Trustee or by the Owner Trustee with the consent of the
        Indenture Trustee, to instruct the Indenture Trustee to make withdrawals
        and payments from the Collection Account for the purpose of permitting
        the Servicer, Indenture Trustee or the Owner Trustee to carry out its
        respective duties hereunder or under the Indenture or the Trust
        Agreement, as the case may be.

            Notwithstanding the foregoing, the Servicer shall be entitled to
withhold, or to be reimbursed from amounts otherwise payable into or on deposit
in the Collection Account, as the case may be, amounts previously deposited in
the Collection Account but later determined to have resulted from mistaken
deposits or posting.


                                       35
<PAGE>

        SECTION 5.02 Collections.

            (a) Except as otherwise provided in this Agreement, the Servicer
        shall remit daily to the Collection Account all payments received by or
        on behalf of the Obligors on or in respect of the Receivables (excluding
        payments on the Warranty Receivables or the Administrative Receivables)
        and all Net Liquidation Proceeds not later than the first Business Day
        after receipt thereof. For purposes of this Article V, the phrase
        "payments received by or on behalf of the Obligors" shall mean payments
        made by Persons other than the Servicer. Notwithstanding the foregoing,
        for so long as (i) NMAC is the Servicer, (ii) (A) NMAC's short-term
        unsecured debt obligations are rated at least "P-1" by Moody's and
        NMAC's short-term unsecured debt obligations (or, if NMAC is the
        Servicer and the Servicer then has no short-term rating from Standard &
        Poor's, Nissan Capital of America, Inc.'s short-term unsecured debt
        obligations) are rated "A-1" by Standard & Poor's (so long as Moody's
        and Standard & Poor's are Rating Agencies), or (B) certain arrangements
        are made that are acceptable to the Rating Agencies, and (iii) no Event
        of Default or Servicer Default shall have occurred and be continuing
        (unless waived by the appropriate Securityholders) (collectively, the
        "Monthly Remittance Conditions"); the Servicer shall not be required to
        remit such collections to the Collection Account on the foregoing daily
        basis but shall be entitled to retain such collections, without
        segregation from its other funds, until the Business Day before each
        Distribution Date at which time the Servicer shall remit all such
        collections in respect of the related Collection Period to the
        Collection Account in immediately available funds. Commencing with the
        first day of the first Collection Period that begins at least two
        Business Days after the day on which any Monthly Remittance Condition
        ceases to be satisfied and for so long as any Monthly Remittance
        Condition is not satisfied, all collections then held by the Servicer
        shall be immediately deposited into the Collection Account and all
        future collections on or in respect of the Receivables (other than
        payments on Warranty Receivables and the Administrative Receivables) and
        all Net Liquidation Proceeds shall be remitted by the Servicer to the
        Collection Account on a daily basis not later than the first Business
        Day after receipt thereof.

            (b) The Indenture Trustee or the Owner Trustee shall not be deemed
        to have knowledge of any event or circumstances under clause (iii) of
        the definition of the Monthly Remittance Condition unless the Indenture
        Trustee or the Owner Trustee has received notice of such event or
        circumstance from the Seller or the Servicer in an Officer's Certificate
        or from the Holders of Notes evidencing not less than 25% in principal
        amount of the Outstanding Amount of the Notes, or a Trust Officer of the
        Indenture Trustee or the Owner Trustee with knowledge hereof or
        familiarity herewith has actual knowledge of such event or
        circumstances.

            (c) The Servicer shall give the Owner Trustee, the Indenture Trustee
        and each Rating Agency written notice of the failure of any Monthly
        Remittance Condition (and any subsequent curing of a failed Monthly
        Remittance Condition) as soon as practical after the occurrence thereof
        but in no event later than 10 Business Days after obtaining knowledge
        thereof (it being understood that if the Monthly Remittance Condition is
        not satisfied as of the Closing Date, no such notice shall be required
        in connection therewith).


                                       36
<PAGE>

            (d) Notwithstanding the foregoing, if a Monthly Remittance Condition
        is not satisfied, the Servicer may utilize an alternative remittance
        schedule (which may include the remittance schedule utilized by the
        Servicer before the Monthly Remittance Condition became unsatisfied), if
        the Servicer provides to the Owner Trustee and the Indenture Trustee
        written confirmation from each Rating Agency that such alternative
        remittance schedule will not result in the downgrading or withdrawal by
        such Rating Agency of the ratings then assigned to any Class of Notes.

        SECTION 5.03 Application of Collections. As of the Business Day
immediately preceding the related Distribution Date, all collections for the
related Collection Period with respect to each Receivable shall be applied by
the Servicer as follows:

            (a) First, to interest accrued to date on such Receivable;

            (b) Second, to principal until the Principal Balance of such
        Receivable is brought current;

            (c) Third, to reduce the unpaid late charges (if any) as provided in
        such Receivable; and

            (d) Fourth, to prepay principal on such Receivable.

        SECTION 5.04 Advances.

            (a) The Servicer shall make a payment with respect to each
        Receivable (other than an Administrative Receivable, a Warranty
        Receivable or a Liquidated Receivable) (each, an "Advance") equal to the
        excess if any, of (x) the product of the Principal Balance of such
        Receivable as of the first day of the related Collection Period and
        one-twelfth of its APR (calculated on the basis of a 360-day year
        comprised of twelve 30-day months), over (y) the interest actually
        received by the Servicer with respect to such Receivable from the
        Obligor or from payments of the Administrative Purchase Payment or the
        Warranty Purchase Payment, as the case may be, during such Collection
        Period. The Servicer will not be obligated to make an Advance in respect
        of a Receivable (other than an Advance in respect of an interest
        shortfall arising from the Prepayment of a Receivable) to the extent
        that the Servicer, in its sole discretion, shall determine that the
        Advance constitutes a Nonrecoverable Advance. With respect to each
        Receivable, the Advance shall increase the Outstanding Advances. No
        Advances will be made with respect to the Principal Balance of the
        Receivables. The Servicer shall deposit all such Advances into the
        Collection Account in immediately available funds no later than 5:00
        p.m., New York City time, on the Business Day immediately preceding the
        related Distribution Date. To the extent that the amount set forth in
        clause (y) above with respect to a Receivable is greater than the amount
        set forth in clause (x) above with respect thereto, such amount shall be
        distributed to the Servicer pursuant to Section 5.06; provided, however,
        that, notwithstanding anything else herein, the Servicer shall not be
        reimbursed for any amounts representing an Advance, or any portion
        thereof, made in respect of an interest shortfall arising from the
        Prepayment of a Receivable.


                                       37
<PAGE>

            (b) The Servicer shall be entitled to reimbursement for Outstanding
        Advances, without interest, with respect to a Receivable from the
        following sources with respect to such Receivable pursuant to Section
        5.06(c)(i) or Section 5.06(d)(i): (i) subsequent payments made by or on
        behalf of the related Obligor, (ii) Net Liquidation Proceeds, and (iii)
        the Warranty Purchase Payments.

            (c) To the extent that the Servicer has determined that any
        Outstanding Advance is a Nonrecoverable Advance, the Servicer may
        provide to the Owner Trustee and the Indenture Trustee an Officer's
        Certificate setting forth the amount of such Nonrecoverable Advance, and
        on the related Distribution Date, the Relevant Trustee shall remit to
        the Servicer from funds on deposit in the Collection Account an amount
        equal to the amount of such Nonrecoverable Advance pursuant to Section
        5.06(c)(ii) or Section 5.06(d)(ii).

            (d) Notwithstanding anything to the contrary in this Agreement, for
        so long as NMAC is the Servicer, in lieu of causing the Servicer first
        to deposit and then the Relevant Trustee to remit to the Servicer the
        amounts described in clauses (i) through (iii) in Section 5.04(b)
        reimbursable in respect on Outstanding Advances, or the amounts
        described in Section 5.04(c) applicable in respect of Nonrecoverable
        Advances, the Servicer may deduct such amounts from deposits otherwise
        to be made into the Collection Account.

            (e) Notwithstanding the provisions of Section 5.04(a), no Successor
        Servicer, including the Indenture Trustee, shall be obligated to make
        Advances unless it has expressly agreed to do so in writing.

        SECTION 5.05 Additional Deposits.

            (a) The following additional deposits shall be made to the
        Collection Account: (i) the Seller shall remit the aggregate Warranty
        Purchase Payments with respect to Warranty Receivables pursuant to
        Section 3.02; (ii) the Servicer shall remit (A) the aggregate Advances
        pursuant to Section 5.04(a), (B) the aggregate Administrative Purchase
        Payments with respect to Administrative Receivables pursuant to Section
        4.06, and (C) the amount required upon any optional purchase of the
        Receivables by the Servicer, or any Successor Servicer, pursuant to
        Section 9.01; and (iii) the Indenture Trustee shall transfer (A) the
        Yield Supplement Deposit from the Yield Supplement Account to the
        Collection Account pursuant to Section 5.08, plus reinvestment income on
        the Yield Supplement Account (in assuring the availability therein of
        the related Available Interest), plus amounts described in the second
        sentence of Section 5.08(b) and (B) the amounts described in Sections
        5.06 and 5.07 from the Reserve Account to the Collection Account
        pursuant to Section 5.07.

            (b) All deposits required to be made pursuant to this Section 5.05
        by the Seller or the Servicer, as the case may be, may be made in the
        form of a single deposit and shall be made in immediately available
        funds, no later than 5:00 P.M., New York City time, on the Business Day
        immediately preceding the related Distribution Date. At the direction of
        the Servicer, the Relevant Trustee shall invest such amounts in Eligible
        Investments


                                       38
<PAGE>

        maturing not later than 12:00 P.M. New York City Time, on the related
        Distribution Date.

        SECTION 5.06 Payments and Distributions.

            (a) The rights of the Certificateholders to receive distributions in
        respect of the Certificates shall be and hereby are subordinated to the
        rights of the Noteholders to receive distributions in respect of the
        Notes to the extent provided in this Section 5.06.

            (b) On each Determination Date, the Servicer shall calculate the
        Available Interest, the Available Principal, the Allocable Principal,
        the Yield Supplement Deposit, the Noteholders' Distributable Amount, the
        Certificateholders' Distributable Amount, the amount to be distributed
        to Noteholders of each Class and to Certificateholders pursuant to
        Section 5.06(c) or (d), the Lease Payment Deposit with respect to the
        related Distribution Date and all other distributions, deposits and
        withdrawals to be made on the related Distribution Date.

            (c) Subject to Sections 5.06(d) and (g), on each Distribution Date
        (except the Distribution Date occurring on February 10, 2003 with
        respect to the Class A-1 Notes), the Relevant Trustee shall make the
        following payments and distributions from the Collection Account (after
        payment of the Supplemental Servicing Fee to the extent not previously
        retained by the Servicer) in the following order of priority and in the
        amounts set forth in the Servicer's Certificate for such Distribution
        Date; provided, however, that such payments and distributions shall be
        made only from those funds deposited in the Collection Account for the
        related Collection Period:

               (i) to the Servicer, from amounts on deposit in the Collection
        Account, any payments in respect of Advances required to be reimbursed
        and to the extent set forth in Section 5.04(b);

               (ii) to the Servicer, from amounts on deposit in the Collection
        Account, any payments in respect of Nonrecoverable Advances required to
        be reimbursed and to the extent set forth in Section 5.04(c);

               (iii) to the Servicer, from Available Amounts, the Base Servicing
        Fee (including any unpaid Base Servicing Fees from one or more prior
        Collection Periods);

               (iv) on a pro rata basis (based on the amounts distributable
        pursuant to this clause to each such Class), to the Class A-1
        Noteholders, the Noteholders' Interest Distributable Amount for such
        Class, to the Class A-2 Noteholders, the Noteholders' Interest
        Distributable Amount for such Class, to the Class A-3 Noteholders, the
        Noteholders' Interest Distributable Amount for such Class, and to the
        Class A-4 Noteholders, the Noteholders' Interest Distributable Amount
        for such Class; such amounts to be paid from Available Amounts (after
        giving effect to any reduction in Available Amounts described in clause
        (iii) above);

               (v) to the Class A-1 Noteholders, an amount equal to the
        Noteholders' Principal Distributable Amount, such amount to be paid from
        Available Amounts (after


                                       39
<PAGE>


        giving effect to any reduction in Available Amounts described in clauses
        (iii) and (iv) above), until the principal amount of the Class A-1 Notes
        is reduced to zero;

               (vi) on the Distribution Date on which the Class A-1 Notes have
        been paid in full and on each Distribution Date thereafter, to the Class
        A-2 Noteholders, an amount equal to the Noteholders' Principal
        Distributable Amount, such amount to be paid from Available Amounts
        (after giving effect to any reduction in Available Amounts described in
        clauses (iii) through (v) above), until the principal amount of the
        Class A-2 Notes is reduced to zero;

               (vii) on the Distribution Date on which the Class A-2 Notes have
        been paid in full and on each Distribution Date thereafter, to the Class
        A-3 Noteholders, an amount equal to the Noteholders' Principal
        Distributable Amount, such amount to be paid from Available Amounts
        (after giving effect to any reduction in Available Amounts described in
        clauses (iii) through (vi) above), until the principal amount of the
        Class A-3 Notes is reduced to zero;

               (viii) on the Distribution Date on which the Class A-3 Notes have
        been paid in full and on each Distribution Date thereafter, to the Class
        A-4 Noteholders, an amount equal to the Noteholders' Principal
        Distributable Amount, such amount to be paid from Available Amounts
        (after giving effect to any reduction in Available Amounts described in
        clauses (iii) through (vii) above), until the principal amount of the
        Class A-4 Notes is reduced to zero;

               (ix) to the Reserve Account, the amount, if any, necessary to
        cause the balance of funds therein to equal the Specified Reserve
        Account Balance with respect to such Distribution Date, such amounts to
        be paid from Available Amounts (after giving effect to any reduction in
        Available Amounts described in clauses (iii) through (viii) above);

               (x) on the Distribution Date on which the Notes have been paid in
        full and on each Distribution Date thereafter, to the
        Certificateholders, an amount equal to the Certificateholders' Principal
        Distributable Amount, such amount to be paid from Available Amounts
        (after giving effect to the reduction in Available Amounts described in
        clauses (iii) through (ix) above); and

               (xi) any Available Amounts remaining after giving effect to the
        foregoing, to the Seller.

            (d) Notwithstanding the provisions of Section 5.06(c), after the
        occurrence of an Event of Default that results in the acceleration of
        any Notes, on each Distribution Date, the Relevant Trustee shall make
        the following payments and distributions from the Collection Account
        (after payment of the Supplemental Servicing Fee to the extent not
        previously retained by the Servicer) in the following order of priority
        and in the amounts set forth in the Servicer's Certificate for such
        Distribution Date; provided, however, that such payments and
        distributions shall be made only from those funds deposited in the
        Collection Account for the related Collection Period:


                                       40
<PAGE>


               (i) to the Servicer, from amounts on deposit in the Collection
        Account, any payments in respect of Advances required to be reimbursed
        and to the extent set forth in Section 5.04(b);

               (ii) to the Servicer, from amounts on deposit in the Collection
        Account, any payments in respect of Nonrecoverable Advances required to
        be reimbursed and to the extent set forth in Section 5.04(c);

               (iii) to the Servicer, from Available Amounts, the Base Servicing
        Fee (including any unpaid Base Servicing Fees from one or more prior
        Collection Periods);

               (iv) to the Class A-1 Noteholders, the Noteholders' Interest
        Distributable Amount for such Class (after giving effect to any
        reduction in Available Amounts described in clause (iii) above);

               (v) to the Class A-1 Noteholders, until the total amount paid to
        such Noteholders in respect of principal from the Closing Date is equal
        to the Original Principal Amount for such Class of Notes, such amounts
        to be paid from Available Amounts (after giving effect to any reduction
        in Available Amounts described in clauses (iii) and (iv) above);

               (vi) on the Distribution Date on which the Class A-1 Notes have
        been paid in full and on each Distribution Date thereafter, on a pro
        rata basis (based on the amounts distributable pursuant to this clause
        to each such Class), to the Class A-2 Noteholders, the Noteholders'
        Interest Distributable Amount for such Class, to the Class A-3
        Noteholders, the Noteholders' Interest Distributable Amount for such
        Class, and to the Class A-4 Noteholders, the Noteholders' Interest
        Distributable Amount for such Class; such amounts to be paid from
        Available Amounts (after giving effect to any reduction in Available
        Amounts described in clauses (iii) through (v) above);

               (vii) to the Class A-2 Noteholders, the Class A-3 Noteholders and
        the Class A-4 Noteholders, on a pro rata basis (based on the Outstanding
        Amount of each Class), until the total amount paid to such Noteholders
        in respect of principal from the Closing Date is equal to the Original
        Principal Amount for such Class of Notes, such amounts to be paid from
        Available Amounts (after giving effect to any reduction in Available
        Amounts described in clauses (iii) through (vi) above);

               (viii) on the Distribution Date on which the Notes have been paid
        in full and on each Distribution Date thereafter, to the
        Certificateholders, an amount equal to the Certificateholders' Principal
        Distributable Amount, such amount to be paid from Available Amounts
        (after giving effect to the reduction in Available Amounts described in
        clauses (iii) through (vii) above); and

               (ix) any Available Amounts remaining after giving effect to the
        foregoing, to the Seller.

            (e) For purposes of determining whether an Event of Default pursuant
        to Section 5.01(b) of the Indenture has occurred, the amount of
        principal required to be paid


                                       41
<PAGE>

        to the Holders of any Class of Notes on any Distribution Date is the
        amount available to be paid thereto pursuant to Section 5.06(c);
        provided, however, that (i) the Class A-1 Notes are required to be paid
        in full on or before the Final Scheduled Distribution Date for such
        Class, meaning that the Class A-1 Noteholders are entitled to have
        received on or before such date payments in respect of principal in an
        aggregate amount equal to the Original Principal Amount for such Class,
        together with all interest accrued thereon through such date; (ii) the
        Class A-2 Notes are required to be paid in full on or before the Final
        Scheduled Distribution Date for such Class, meaning that the Class A-2
        Noteholders are entitled to have received on or before such date
        payments in respect of principal in an aggregate amount equal to the
        Original Principal Amount for such Class, together with all interest
        accrued thereon through such date; (iii) the Class A-3 Notes are
        required to be paid in full on or before the Final Scheduled
        Distribution Date for such Class, meaning that the Class A-3 Noteholders
        are entitled to have received on or before such date payments in respect
        of principal in an aggregate amount equal to the Original Principal
        Amount for such Class, together with all interest accrued thereon
        through such date; and (iv) the Class A-4 Notes are required to be paid
        in full on or before the Final Scheduled Distribution Date for such
        Class, meaning that the Class A-4 Noteholders are entitled to have
        received on or before such date payments in respect of principal in an
        aggregate amount equal to the Original Principal Amount for such Class,
        together with all interest accrued thereon through such date.

            (f) Except with respect to the final payment upon retirement of a
        Note or Certificate, the Servicer shall on each Distribution Date
        instruct the Relevant Trustee to pay or distribute to each
        Securityholder of record on the related Record Date by check mailed to
        such Securityholder at the address of such Holder appearing in the
        Certificate Register or Note Register, as the case may be (or, if DTC,
        its nominee or a Clearing Agency is the relevant Holder, by wire
        transfer of immediately available funds or pursuant to other
        arrangements), the amount to be paid or distributed to such
        Securityholder pursuant to such Holder's Note or Certificate. With
        respect to the final payment upon retirement of a Note or Certificate,
        the Servicer shall on the relevant final Distribution Date instruct the
        Relevant Trustee to pay or distribute the amounts due thereon only upon
        delivery for cancellation of the certificate representing such Note or
        Certificate in accordance with the Indenture or the Trust Agreement, as
        the case may be.

            (g) On the Final Scheduled Distribution Date with respect to the
        Class A-1 Notes, the Servicer shall instruct the Indenture Trustee to
        withdraw from the Collection Account and distribute to Class A-1
        Noteholders by 10:00 a.m. (New York time), to the extent of available
        funds on such day and to the extent that such funds would have been
        available to make such payments had the payments been made on the next
        Distribution Date pursuant to Section 5.06(c), an amount equal to the
        sum of (i) the aggregate accrued and unpaid interest on the Class A-1
        Notes as of Final Scheduled Distribution Date with respect to the Class
        A-1 Notes, and (ii) the amount necessary to reduce the Outstanding
        Amount of the Class A-1 Notes to zero.

            It is understood and agreed that, with respect to the amounts to be
        distributed pursuant to this Section 5.06(g), the Servicer shall, to the
        extent necessary (i) deposit into the Collection Account any amounts
        received as payments by or on behalf of any Obligor


                                       42
<PAGE>

        (and not previously deposited into the Collection Account) on or prior
        to the Final Scheduled Distribution Date with respect to the Class A-1
        Notes, (ii) make each calculation that would otherwise be made on a
        Determination Date (with appropriate adjustments) in accordance with
        Section 4.08 on the Business Day immediately proceeding the Final
        Scheduled Distribution Date with respect to the Class A-1 Notes, (iii)
        on the Distribution Date immediately succeeding the Final Scheduled
        Distribution Date with respect to the Class A-1 Notes, make any
        adjustments to the Noteholders' Principal Distributable Amount, the
        Noteholders' Interest Distributable Amount and any other amount to be
        paid on such Distribution Date, and (iv) make any other calculation,
        adjustment or correction that may be required as a result of any payment
        made on such Final Scheduled Distribution Date with respect to Class A-1
        Notes.

        SECTION 5.07 Reserve Account.

            (a) In order to assure that certain amounts will be available to
        make required payments to Noteholders, the Seller will, pursuant to the
        Securities Account Control Agreement, establish and maintain with the
        Securities Intermediary a segregated trust account (the "Reserve
        Account") in the name of the Indenture Trustee which will include the
        money and other property deposited and held therein pursuant to Sections
        5.06(c), 5.06(d) and this Section 5.07. On or prior to the Closing Date,
        the Seller shall deposit an amount equal to the Reserve Account Initial
        Deposit into the Reserve Account. As and to the extent set forth in
        Section 5.06(c) or (d), the Relevant Trustee will deposit Available
        Amounts into the Reserve Account on each Distribution Date as provided
        in the Servicer's Certificate, until the amount on deposit therein
        equals the Specified Reserve Account Balance. On each Distribution Date,
        to the extent that amounts in the Collection Account and/or Available
        Amounts, as the case may be, are insufficient to fully fund the payments
        and distributions described in clauses (i) through (viii) of Section
        5.06(c) or clauses (i) through (vii) of Section 5.06(d), the Relevant
        Trustee will withdraw amounts then on deposit in the Reserve Account, up
        to the amounts of any such deficiencies, and deposit such amounts into
        the Collection Account for application pursuant to such clauses. On each
        Distribution Date, as provided in the Servicer's Certificate, the
        Relevant Trustee will release to the Seller any amounts remaining on
        deposit in the Reserve Account in excess of the Specified Reserve
        Account Balance. Upon the payment in full of the Notes under the
        Indenture, as directed in writing by the Servicer, the Relevant Trustee
        will release to the Seller any amounts remaining on deposit in the
        Reserve Account, and all rights to the Reserve Account and all other
        collateral registered or held therein shall revert to the Seller in
        accordance with the Securities Account Control Agreement. Upon any such
        distribution to the Seller, the Issuer, Owner Trustee,
        Certificateholders, Indenture Trustee and Noteholders will have no
        further rights in, or claims to, such amounts.

            (b) All amounts held in the Reserve Account shall be invested by the
        Relevant Trustee, as directed in writing by the Servicer, in Eligible
        Investments; provided that if (x) the Servicer shall have failed to give
        investment directions for any funds on deposit in the Reserve Account to
        the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as
        may be agreed by the Servicer and the Indenture Trustee) on any Business
        Day, or (y) a Default or Event of Default shall have occurred and be
        continuing with respect to


                                       43
<PAGE>


        the Notes but the Notes shall not have been declared due and payable
        pursuant to the Indenture, or (z) the Notes shall have been declared due
        and payable following an Event of Default, but amounts collected or
        receivable from the Trust Estate are being applied pursuant to Section
        5.05 of the Indenture as if there had not been such a declaration, then
        the Indenture Trustee shall, to the fullest extent practicable, invest
        and reinvest funds in the Reserve Account in one or more Eligible
        Investments specified in clauses (i), (iv) or (vi) of the definition of
        Eligible Investments. All such Eligible Investments shall mature not
        later than the Business Day preceding the next Distribution Date, in
        such manner that such amounts invested shall be available to make the
        required deposits on the Distribution Date; provided that if permitted
        by the Rating Agencies, monies on deposit therein may be invested in
        Eligible Investments that mature later than the Business Day preceding
        the next Distribution Date. The Servicer will not direct the Relevant
        Trustee to make any investment of any funds or to sell any investment
        held in the Reserve Account unless the security interest granted and
        perfected in such account will continue to be perfected in such
        investment or the proceeds of such sale, in either case without any
        further action by any Person, and, in connection with any direction to
        the Relevant Trustee to make any such investment or sale, if requested
        by the Relevant Trustee, the Servicer shall deliver to the Relevant
        Trustee an Opinion of Counsel, acceptable to the Relevant Trustee, to
        such effect. Earnings, if any, on investment of funds in the Reserve
        Account shall be paid to the Seller, and losses and any investment
        expenses shall be charged against the funds on deposit therein. The
        Relevant Trustee shall incur no liability for the selection of
        investments or for losses thereon absent its own negligence or willful
        misfeasance. The Relevant Trustee shall have no liability in respect of
        losses incurred as a result of the liquidation of any investment prior
        to its stated maturity date or the failure of the Servicer to provide
        timely written investment directions.

            (c) Subject to the right of the Relevant Trustee to make withdrawals
        therefrom, as directed by the Servicer, for the purposes and in the
        amounts set forth in Section 5.06, the Reserve Account and all funds
        held therein shall be the property of the Seller and not the property of
        the Issuer, the Owner Trustee or the Indenture Trustee. The Issuer, the
        Owner Trustee, the Seller and the Indenture Trustee will treat the
        Reserve Account, all funds therein and all net investment income with
        respect thereto as assets of the Seller for federal income tax and all
        other purposes.

            (d) The Seller hereby grants to the Owner Trustee and the Indenture
        Trustee for the benefit of the Noteholders a security interest in the
        Reserve Account and all funds (including Eligible Investments) in the
        Reserve Account (including the Reserve Account Initial Deposit) and the
        proceeds thereof to secure the payment of interest on and principal of
        the Notes, and the Owner Trustee and the Indenture Trustee shall have
        all of the rights of a secured party under the UCC with respect thereto;
        provided that all income from the investment of funds in the Reserve
        Account, and the right to receive such income are retained by the Seller
        and are not transferred, assigned or otherwise conveyed hereunder. If
        for any reason the Reserve Account is no longer an Eligible Deposit
        Account, the Relevant Trustee shall promptly cause the Reserve Account
        to be moved to another institution or otherwise changed so that the
        Reserve Account becomes an Eligible Deposit Account.


                                       44
<PAGE>

            (e) Neither the Owner Trustee nor the Indenture Trustee shall enter
        into any subordination or intercreditor agreement with respect to the
        Reserve Account.

        SECTION 5.08 Yield Supplement Account.

            (a) In order to assure that sufficient amounts to make required
        distributions of interest to Noteholders will be available, the Owner
        Trustee will, pursuant to the Securities Account Control Agreement and
        the Yield Supplement Agreement, establish and maintain with the
        Securities Intermediary a segregated trust account (the "Yield
        Supplement Account") in the name of the Indenture Trustee which will
        include the money and other property deposited and held therein pursuant
        to the Yield Supplement Agreement and this Section 5.08.

            (b) On or prior to the Closing Date, the Seller shall make a capital
        contribution to the Trust by depositing an amount equal to the Initial
        Yield Supplement Amount into the Yield Supplement Account pursuant to
        the Yield Supplement Agreement and assign the Lease Contracts to the
        Trust. On each Distribution Date, (i) pursuant to the Purchase
        Agreement, NMAC shall pay to the Servicer (on behalf of the Trust) the
        Lease Payment Deposit with respect to such Distribution Date; (ii) the
        Servicer shall deposit such Lease Payment Deposit into the Yield
        Supplement Account; and (iii) to the extent amounts then on deposit in
        the Yield Supplement Account are sufficient therefor, the Relevant
        Trustee will withdraw amounts then on deposit in the Yield Supplement
        Account in an amount equal to the Yield Supplement Deposit with respect
        to such Distribution Date and deposit such amounts into the Collection
        Account for application pursuant to Section 5.06. On each Distribution
        Date, if the amount on deposit in the Yield Supplement Account (after
        giving effect to all deposits thereto or withdrawals therefrom on such
        Distribution Date) is greater than the Required Yield Supplement Amount,
        the Relevant Trustee will deposit such excess into the Collection
        Account for distribution by the Relevant Trustee in accordance with the
        terms of Section 5.06(c). Upon payment in full of the Notes under the
        Indenture, as directed in writing by the Servicer, the Indenture Trustee
        will release any amounts remaining on deposit in the Yield Supplement
        Account, and all rights to the Yield Supplement Account and all other
        collateral registered or held therein to the Seller, and neither NMAC,
        the Trust, the Seller, nor the Servicer shall have any further
        obligation to make the Lease Payment Deposit into the Yield Supplement
        Account.

            (c) All amounts held in the Yield Supplement Account shall be
        invested by the Relevant Trustee, as directed in writing by the
        Servicer, in Eligible Investments; provided that if (x) the Servicer
        shall have failed to give investment directions for any funds on deposit
        in the Yield Supplement Account to the Indenture Trustee by 5:00 p.m.
        Eastern Time (or such other time as may be agreed by the Servicer and
        the Indenture Trustee) on any Business Day, or (y) a Default or Event of
        Default shall have occurred and be continuing with respect to the Notes
        but the Notes shall not have been declared due and payable pursuant to
        the Indenture, or (z) the Notes shall have been declared due and payable
        following an Event of Default, but amounts collected or receivable from
        the Trust Estate are being applied pursuant to Section 5.05 of the
        Indenture as if there had not been such a declaration, then the
        Indenture Trustee shall, to the fullest extent practicable,


                                       45
<PAGE>

        invest and reinvest funds in the Yield Supplement Account in one or more
        Eligible Investments specified in clauses (i), (iv) or (vi) of the
        definition of Eligible Investments. All such Eligible Investments shall
        mature not later than the Business Day preceding the next Distribution
        Date, in such manner that such amounts invested shall be available to
        make the required deposits on the Distribution Date; provided, that if
        permitted by the Rating Agencies, monies on deposit therein may be
        invested in Eligible Investments that mature later than the Business Day
        preceding the next Distribution Date. The Servicer will not direct the
        Relevant Trustee to make any investment of any funds or to sell any
        investment held in the Yield Supplement Account unless the security
        interest granted and perfected in such account will continue to be
        perfected in such investment or the proceeds of such sale, in either
        case without any further action by any Person, and, in connection with
        any direction to the Relevant Trustee to make any such investment or
        sale, if requested by the Relevant Trustee, the Servicer shall deliver
        to the Relevant Trustee an Opinion of Counsel, acceptable to the
        Relevant Trustee, to such effect. Earnings, if any, on investment of
        funds in the Yield Supplement Account shall be deposited in the
        Collection Account on each Distribution Date, and losses and any
        investment expenses shall be charged against the funds on deposit
        therein. The Relevant Trustee shall incur no liability for the selection
        of investments or for losses thereon absent its own negligence or
        willful misfeasance. The Relevant Trustee shall have no liability in
        respect of losses incurred as a result of the liquidation of any
        investment prior to its stated maturity date or the failure of the
        Servicer to provide timely written investment directions.

            (d) The Trust, the Owner Trustee, the Seller and the Indenture
        Trustee will treat the Yield Supplement Account, all funds therein and
        all net investment income with respect thereto as assets of the Trust
        for federal income tax and all other purposes.

            (e) Pursuant to the Yield Supplement Agreement and the Securities
        Account Control Agreement, the Trust will grant to the Indenture
        Trustee, for the benefit of the Noteholders, a security interest in all
        funds (including Eligible Investments) in the Yield Supplement Account
        (including the Initial Yield Supplement Amount) and the proceeds thereof
        to secure the payment of interest on the Notes, and the Indenture
        Trustee shall have all of the rights of a secured party under the UCC
        with respect thereto. If for any reason the Yield Supplement Account is
        no longer an Eligible Deposit Account, the Relevant Trustee shall
        promptly cause the Yield Supplement Account to be moved to another
        institution or otherwise changed so that the Yield Supplement Account
        becomes an Eligible Deposit Account.

            (f) Neither the Owner Trustee nor the Indenture Trustee shall enter
        into any subordination or intercreditor agreement with respect to the
        Yield Supplement Account.

        SECTION 5.09 Statements to Certificateholders and Noteholders.

            (a) On each Distribution Date, the Indenture Trustee shall include
        with each distribution to each Noteholder and the Owner Trustee shall
        include with each distribution to each Certificateholder a statement
        (which statement shall also be provided to each Rating Agency) based on
        information in the Servicer's Certificate furnished


                                       46
<PAGE>


        pursuant to Section 4.08, setting forth for the Collection Period
        relating to such Distribution Date the following information:

               (i) the amount of the payment allocable to the principal amount
        of each Class of Notes and to the Certificate Balance;

               (ii) the amount of the payment allocable to interest on or with
        respect to each Class of Notes;

               (iii) the amount of the distribution allocable to the Yield
        Supplement Deposit, if any, plus reinvestment income, if any, on the
        Yield Supplement Account;

               (iv) the Pool Balance as of the close of business on the last day
        of the related Collection Period;

               (v) the amount of the Base Servicing Fee paid to the Servicer
        with respect to the related Collection Period, the amount of any unpaid
        Base Servicing Fees and the change in such amount from that of the prior
        Distribution Date;

               (vi) the Noteholders' Interest Carryover Shortfall, the
        Noteholders' Principal Carryover Shortfall, and the Certificateholders'
        Principal Carryover Shortfall, if any, with respect to each Class of
        Notes and the Certificates, and the change in such amounts from the
        preceding Distribution Date;

               (vii) the Outstanding Amount, the Note Factor and the Note Pool
        Factor with respect to each Class of Notes, and the Certificate Balance,
        the Certificate Factor and the Certificate Pool Factor with respect to
        the Certificates, in each case after giving effect to all payments in
        respect of principal on such Distribution Date;

               (viii) the amount of Advances made in respect of the Receivables
        during the related Collection Period and the amount of unreimbursed
        Advances on such Distribution Date;

               (ix) the balance of the Reserve Account and the Yield Supplement
        Account on such Distribution Date, after giving effect to changes
        thereto on such Distribution Date and the amount of such changes;

               (x) the amount of defaults and net losses on the Receivables for
        the related Collection Period; and

               (xi) the number of delinquencies on the Receivables as a
        percentage of the number of Receivables.

               (b) Copies of such statements may be obtained by the
        Certificateholders or the Note Owners from the Owner Trustee or the
        Indenture Trustee, as the case may be, by a request in writing. The
        Owner Trustee or the Indenture Trustee, as the case may be, shall
        provide such copies promptly after such requests.


                                       47
<PAGE>

        SECTION 5.10 Net Deposits. So long as NMAC is the Servicer, the Servicer
(in whatever capacity) may make the remittances pursuant to Sections 5.02 and
5.05 above net of amounts to be distributed to the Servicer (in whatever
capacity) pursuant to Section 5.06. Accounts between the Seller and the Servicer
will be adjusted accordingly. Nonetheless, the Servicer shall account for all of
the above described remittances and distributions (except for the Supplemental
Servicing Fee to the extent that the Servicer is entitled to retain such
amounts) in the Servicer's Certificate as if the amounts were deposited and/or
transferred separately.

                                   ARTICLE VI

                                   The Seller

        SECTION 6.01 Representations of Seller. The Seller makes the following
representations on which the Issuer is deemed to have relied in acquiring the
Receivables. The representations speak as of the execution and delivery of this
Agreement and as of the Closing Date, and shall survive the sale of the
Receivables to the Issuer and the pledge thereof to the Indenture Trustee
pursuant to the Indenture.

            (a) Organization and Good Standing. The Seller has been duly
        organized and is validly existing as a corporation in good standing
        under the laws of the State of Delaware, with corporate power and
        authority to own its properties and to conduct its business as such
        properties are currently owned and such business is presently conducted,
        and had at all relevant times, and has, corporate power, authority and
        legal right to acquire and own the Receivables. The location of the
        Seller's chief executive office and principal place of business is
        Torrance, California.

            (b) Due Qualification. The Seller is duly qualified to do business
        as a foreign corporation in good standing, and has obtained all
        necessary licenses and approvals in all jurisdictions in which the
        ownership or lease of property or the conduct of its business shall
        require such qualifications and where the failure to so qualify would
        have a material adverse effect on the ability of the Seller to perform
        its obligations under this Agreement.

            (c) Power and Authority. The Seller has the corporate power and
        authority to execute and deliver this Agreement and to carry out its
        terms. The Seller has full power and authority to sell and assign the
        property to be sold and assigned to and deposited as part of the Owner
        Trust Estate, and has duly authorized such sale and assignment to the
        Trust by all necessary corporate action; and the execution, delivery and
        performance of this Agreement has been duly authorized by the Seller by
        all necessary corporate action.

            (d) Valid Sale; Binding Obligations. This Agreement evidences a
        valid sale, transfer and assignment of the Receivables, enforceable
        against creditors of and purchasers from the Seller (other than a good
        faith purchaser for value in the ordinary course of business who takes
        actual possession of one or more Receivables); and this Agreement is a
        legal, valid and binding obligation of the Seller enforceable in
        accordance with its terms, subject to the effect of bankruptcy,
        insolvency, reorganization, moratorium or other similar laws affecting
        creditors' rights generally and by general equitable principles.


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<PAGE>


            (e) No Violation. The consummation of the transactions contemplated
        by this Agreement and the fulfillment of the terms hereof do not
        conflict with, result in any breach of any of the terms and provisions
        of, nor constitute (with or without notice or lapse of time) a default
        under, the certificate of incorporation or by-laws of the Seller, or any
        indenture, agreement or other instrument to which the Seller is a party
        or by which it shall be bound; nor result in the creation or imposition
        of any Lien upon any of its properties pursuant to the terms of any such
        indenture, agreement or other instrument (other than the Basic
        Documents); nor violate any law or, to the best of the Seller's
        knowledge, any order, rule or regulation applicable to the Seller of any
        court or of any federal or state regulatory body, administrative agency
        or other governmental instrumentality having jurisdiction over the
        Seller or its properties; which breach, default, conflict, Lien or
        violation in any case would have a material adverse effect on the
        ability of the Seller to perform its obligations under this Agreement.

            (f) No Proceedings. There are no proceedings or investigations
        pending, or, to the best of the Seller's knowledge, threatened, before
        any court, regulatory body, administrative agency or other governmental
        instrumentality having jurisdiction over the Seller or its properties:
        (i) asserting the invalidity of this Agreement, the Trust Agreement, the
        Indenture, the Securities Account Control Agreement, the Yield
        Supplement Agreement, the Certificates or the Notes; (ii) seeking to
        prevent the issuance of the Certificates or the Notes or the
        consummation of any of the transactions contemplated by this Agreement,
        the Trust Agreement, the Indenture, the Securities Account Control
        Agreement or the Yield Supplement Agreement; (iii) seeking any
        determination or ruling that would materially and adversely affect the
        performance by the Seller of its obligations under, or the validity or
        enforceability of, this Agreement, the Trust Agreement, the Indenture,
        the Securities Account Control Agreement, the Yield Supplement
        Agreement, the Certificates or the Notes; or (iv) relating to the Seller
        and that would adversely affect the federal or any state income tax
        attributes of the Issuer, the Certificates or the Notes.

        SECTION 6.02 Additional Covenants of the Seller.

            (a) The Seller agrees with the Certificateholders, the Note Owners
        and each Rating Agency that the Seller shall not issue any securities or
        deposit assets into a trust that issues any securities, the issuance of
        which could reasonably be expected to materially and adversely affect
        the rating of any Class of Notes unless it shall have first obtained the
        written consent of each Rating Agency to the effect that such issuance
        will not materially adversely affect such rating; provided that, the
        issuance of another series of certificates or notes pursuant to
        agreements with terms substantially similar to the terms of the Basic
        Documents shall not be deemed to materially and adversely affect the
        ratings on the Notes. The Seller shall provide a copy of any such
        consent to the Owner Trustee and the Indenture Trustee.

            (b) The Seller shall not do any of the following (without the prior
        written consent of each Rating Agency (other than Moody's) (which
        consent shall be to the effect that the acts set forth below shall not
        affect materially adversely the rating on any Class of Notes) and, upon
        the Seller's receipt of such written consent from each Rating Agency


                                       49
<PAGE>

        (other than Moody's), the Owner Trustee and the Indenture Trustee shall,
        without any exercise of its own discretion, also provide its written
        consent to the Seller (promptly after the occurrence of any of the
        following, the Seller shall provide notice of such occurrence to
        Moody's, so long as Moody's is then rating any outstanding Notes)):

                (1) engage in any business or activity other than those set
            forth in Article Three of the Seller's Certificate of Incorporation,
            as amended;

                (2) incur any indebtedness, or assume or guaranty any
            indebtedness of any other entity, other than (A) any indebtedness
            incurred in connection with the issuance of any certificates or
            notes (as defined in the Seller's Certificate of Incorporation),
            provided that any such future indebtedness incurred in connection
            with the issuance of any certificates or notes must be rated at
            least with the same ratings given the outstanding certificates or
            notes secured or supported by assets acquired by the Seller from
            NMAC by each nationally recognized statistical rating organization
            that has rated such outstanding certificates or notes or, prior to
            the issuing of such future indebtedness incurred in connection with
            such certificates or notes, the Seller shall have received
            confirmation from each nationally recognized statistical rating
            organization that has rated such outstanding certificates or notes
            that the ratings of such outstanding certificates or notes will not
            be adversely affected by the issuance of such future indebtedness;
            and (B) (i) any indebtedness to NMAC or any of its Affiliates
            incurred in connection with the acquisition of receivables, which
            indebtedness shall be fully subordinated (and which shall provide
            for payment only after payment in respect of all outstanding rated
            debt) and nonrecourse against any assets of the Seller other than
            the assets pledged to secure such indebtedness, (ii) such
            indebtedness does not constitute a claim against the Seller in the
            event the assets pledged to secure such indebtedness are
            insufficient to pay such indebtedness, (iii) holders of such
            indebtedness agree that they have no rights in any assets of the
            Seller other than the assets pledged to secure such indebtedness,
            and (iv) to the extent that any holder of such indebtedness is
            deemed to have any interest in any assets of the Seller other than
            the assets pledged to secure such indebtedness, holders of such
            indebtedness agree that their interest is subordinate to claims or
            rights of holders of other indebtedness issued by the Seller, and
            that such agreement constitutes a subordination agreement for
            purposes of Section 510(a) of the Bankruptcy Code;

                (3) dissolve or liquidate, in whole or in part, consolidate or
            merge with or into any other entity or convey or transfer its
            properties and assets substantially as an entirety to any entity,
            unless:

                    (i) the entity (if other than the Seller) formed or
            surviving the consolidation or merger or which acquires the
            properties and assets of the Seller is organized and existing under
            the laws of the State of Delaware, expressly assumes the due and
            punctual payment of all obligations of the Seller, including those
            obligations of the Seller under this Agreement and the Basic
            Documents, and has a Certificate of Incorporation containing
            provisions identical to the provisions of


                                       50
<PAGE>

            Article Three, Article Four and Article Fifteen of the Seller's
            Certificate of Incorporation, as amended;

                    (ii) immediately after giving effect to the transaction, no
            default or event of default has occurred and is continuing under any
            indebtedness of the Seller or any agreements relating to such
            indebtedness;

                    (iii) the entity (if other than the Seller) formed or
            surviving the consolidation or merger or which acquires the
            properties and assets of the Seller agrees that (i) it shall
            maintain its funds or assets as identifiable and not commingle its
            funds or assets with those of any direct or ultimate parent of such
            entity and pay from its assets all obligations and indebtedness of
            any kind incurred by it, (ii) it shall maintain bank accounts,
            corporate records and books of account separate from those of any
            direct or ultimate parent of such entity and (iii) the business
            affairs of such entity will be managed by or under the direction of
            its board of directors and it will conduct its business from an
            office space separate from any direct or ultimate parent of such
            entity; and

                    (iv) each nationally recognized statistical rating
            organization that has rated any issue of certificates or notes
            secured or supported by assets acquired by the Seller from NMAC
            shall confirm in writing that the rating of such certificates or
            notes shall not be adversely affected by such consolidation or
            merger;

                (4) without the affirmative vote of 100% of the members of the
            board of directors of the Seller, institute proceedings to be
            adjudicated bankrupt or insolvent, or consent to the institution of
            bankruptcy or insolvency proceedings against it, or file a petition
            seeking or consent to reorganization or relief under any applicable
            federal or state law relating to bankruptcy, or consent to the
            appointment of a receiver, liquidator, assignee, trustee,
            sequestrator (or other similar official) of the corporation or all
            or substantially all of its property, or make any assignment for the
            benefit of creditors;

                (5) cease to have an "Independent Director," as defined in the
            Seller's charter;

                (6) without the affirmative vote of at least one "Independent
            Director," as defined in the Seller's charter, enter into any
            transactions with the Servicer not in the ordinary course of
            business; or

                (7) modify any provision of the "Restricted Articles," as
            defined in the Seller's Certificate of Incorporation, of the
            Seller's Certificate of Incorporation, as amended, in any material
            respect.

        SECTION 6.03 Liability of Seller; Indemnities. The Seller shall be
liable in accordance herewith only to the extent of the obligations specifically
undertaken by the Seller under this Agreement.


                                       51
<PAGE>


               (a) The Seller shall indemnify, defend and hold harmless the
        Trust, the Owner Trustee, the Indenture Trustee from and against any
        taxes that may at any time be asserted against any such Person with
        respect to, as of the date hereof, the sale of the Receivables to the
        Trust or the issuance and original sale of the Notes and the
        Certificates, including any sales, gross receipts, general corporation,
        tangible personal property, privilege or license taxes (but, in the case
        of the Trust, not including any taxes asserted with respect to ownership
        of the Receivables or federal or other income taxes arising out of the
        transactions contemplated by this Agreement and the Basic Documents) and
        costs and expenses in defending against the same.

               (b) The Seller shall indemnify, defend and hold harmless the
        Owner Trustee and the Indenture Trustee, the Trust, the
        Certificateholders and the Noteholders from and against any loss,
        liability or expense incurred by reason of (i) the Seller's willful
        misfeasance, bad faith or negligence in the performance of its duties
        under this Agreement, or by reason of reckless disregard of its
        obligations and duties under this Agreement, and (ii) the Seller's or
        the Issuer's violation of federal or state securities laws in connection
        with the registration or the sale of the Certificates and the Notes.

            Indemnification under this Section 6.03 shall survive the
termination of this Agreement and shall include reasonable fees and expenses of
counsel and expenses of litigation. If the Seller shall have made any indemnity
payment to any Person entitled thereto pursuant to this Section 6.03 and such
Person thereafter shall collect any of such amounts from others, such Person
shall promptly repay such amounts to the Seller, without interest (except to the
extent the recipient collects interest from others).

            Promptly after receipt by a party indemnified under this Section
6.03 (for purposes of this paragraph, an "Indemnified Party") of notice of the
commencement of any action, such Indemnified Party will, if a claim is to be
made in respect thereof against the Seller under this Section 6.03, notify the
Seller of the commencement thereof. If any such action is brought against any
Indemnified Party under this Section 6.03 and it notifies the Seller of the
commencement thereof, the Seller will assume the defense thereof, with counsel
reasonably satisfactory to such Indemnified Party (who may, unless there is, as
evidenced by an Opinion of Counsel to the Indemnified Party stating that there
is, a conflict of interest, be counsel to the Seller), and the Seller will not
be liable to such Indemnified Party under this Section 6.03 for any legal or
other expenses subsequently incurred by such Indemnified Party in connection
with the defense thereof, other than reasonable costs of investigation. The
obligations set forth in this Section 6.03 shall survive the termination of this
Agreement or the resignation or removal of the Owner Trustee or the Indenture
Trustee and shall include reasonable fees and expenses of counsel and expenses
of litigation. If the Seller shall have made any indemnity payments pursuant to
this Section 6.03 and the Person to or on behalf of whom such payments are made
thereafter collects any of such amounts from others, such Person shall promptly
repay such amounts to the Seller, without interest (except to the extent
received by such Person).

        SECTION 6.04 Merger or Consolidation of, or Assumption of the
Obligations of, Seller. Subject to Section 6.02, any Person (i) into which the
Seller may be merged or consolidated, (ii) resulting from any merger, conversion
or consolidation to which the Seller shall be a party, (iii) succeeding to the
business of the Seller or (iv) that is a corporation more than 50% of the


                                       52
<PAGE>

voting stock of which is owned directly or indirectly by Nissan, which Person in
any of the foregoing cases executes an agreement of assumption to perform every
obligation of the Seller under this Agreement, will be the successor to the
Seller under this Agreement without the execution or filing of any document or
any further act on the part of any of the parties to this Agreement; provided,
however, that (x) immediately after giving effect to such transaction, no
representation or warranty made pursuant to Section 6.01 shall have been
breached and no Servicer Default, and no event that, after notice or lapse of
time, or both, would become a Servicer Default, shall have occurred and be
continuing, (y) the Seller shall have delivered to the Owner Trustee and the
Indenture Trustee an Officer's Certificate stating that such consolidation,
merger or succession and such agreement or assumption comply with this Section
6.04 and that all conditions precedent, if any, provided for in this Agreement
relating to such transaction have been complied with and (z) the Seller shall
have delivered to the Owner Trustee and the Indenture Trustee an Opinion of
Counsel either (A) stating that, in the opinion of such counsel, based on
customary qualifications and assumptions, all financing statements and
continuation statements and amendments thereto have been executed and filed that
are necessary fully to perfect the interest of the Issuer and the Indenture
Trustee, respectively, in the Receivables, and reciting the details of such
filings, or (B) stating that, in the opinion of such counsel, no such action
shall be necessary to preserve and protect such interest. The Seller shall
provide notice of any merger, consolidation or succession pursuant to this
Section 6.04 to each Rating Agency. Notwithstanding anything herein to the
contrary, the execution of the foregoing agreement of assumption and compliance
with clauses (x), (y) and (z) above shall be conditions to the consummation of
the transactions referred to in clauses (i), (ii), (iii) or (iv) above.

        SECTION 6.05 Limitation on Liability of Seller and Others.

               (a) Neither the Seller nor any of the directors, officers,
        employees or agents of the Seller shall be under any liability to the
        Trust, the Certificateholders or the Noteholders, except as provided
        under this Agreement, for any action taken or for refraining from the
        taking of any action pursuant to this Agreement or for errors in
        judgment; provided, however, that this provision shall not protect the
        Seller or any such person against any liability that would otherwise be
        imposed by reason of willful misfeasance, bad faith or negligence in the
        performance of duties or by reason of reckless disregard of obligations
        and duties under this Agreement. The Seller and any director, officer,
        employee or agent of the Seller may rely in good faith on the advice of
        counsel or on any document of any kind, prima facie properly executed
        and submitted by any Person respecting any matters arising under this
        Agreement.

               (b) The Seller shall not be under any obligation to appear in,
        prosecute or defend any legal action that shall not be incidental to its
        obligations under this Agreement, and that in its opinion may cause it
        to incur any expense or liability; provided, however, that the Servicer
        may undertake any reasonable action that it may deem necessary or
        desirable in respect of this Agreement and the rights and duties of the
        parties to this Agreement and the interests of the Certificateholders
        and the Noteholders under this Agreement. In such event, the legal
        expenses and costs of such action and any liability resulting therefrom
        shall be expenses, costs and liabilities of the Servicer, and the
        Servicer will not be entitled to be reimbursed therefor.


                                       53
<PAGE>


        SECTION 6.06 Seller May Own Certificates or Notes. The Seller and any
Affiliate of the Seller may in its individual or any other capacity become the
owner or pledgee of Certificates or Notes with the same rights as it would have
if it were not the Seller or an Affiliate thereof, except as otherwise provided
in the Basic Documents. Certificates or Notes so owned by or pledged to the
Seller or such controlling or commonly controlled Person shall have an equal and
proportionate benefit under the provisions of this Agreement, without
preference, priority or distinction as among all of the Certificates or the
Notes, as the case may be, except as otherwise expressly provided in the Basic
Documents.

                                   ARTICLE VII

                                  The Servicer

        SECTION 7.01 Representations of Servicer. The Servicer makes the
following representations on which the Issuer is deemed to have relied in
acquiring the Receivables. The representations speak as of the execution and
delivery of this Agreement and as of the Closing Date and shall survive the sale
of the Receivables to the Issuer and the pledge thereof to the Indenture Trustee
pursuant to the Indenture.

            (a) Organization and Good Standing. The Servicer is duly organized
        and is validly existing as a corporation in good standing under the laws
        of the state of its incorporation, with corporate power and authority to
        own its properties and to conduct its business as such properties are
        currently owned and such business is presently conducted, and had at all
        relevant times, and has, corporate power, authority and legal right to
        acquire, own, sell and service the Receivables and to hold the
        Receivable Files as custodian on behalf of the Trust and the Indenture
        Trustee. The location of the Servicer's chief executive office and
        principal place of business is Torrance, California.

            (b) Due Qualification. The Servicer is duly qualified to do business
        as a foreign corporation in good standing, and has obtained all
        necessary licenses and approvals in all jurisdictions in which the
        ownership or lease of property or the conduct of its business relating
        to the servicing of the Receivables as required by this Agreement shall
        require such qualifications and where the failure to so qualify would
        have a material adverse effect on the ability of the Servicer to perform
        its obligations under this Agreement.

            (c) Power and Authority. The Servicer has the power and authority to
        execute and deliver this Agreement and to carry out its terms; and the
        execution, delivery and performance of this Agreement have been duly
        authorized by the Servicer by all necessary corporate action.

            (d) Binding Obligation. This Agreement constitutes a legal, valid
        and binding obligation of the Servicer enforceable in accordance with
        its terms, subject to the effect of bankruptcy, insolvency,
        reorganization, moratorium or other similar laws affecting creditors'
        rights generally and by general equitable principles.


                                       54
<PAGE>


            (e) No Violation. The consummation of the transactions contemplated
        by this Agreement and the fulfillment of the terms hereof do not
        conflict with, result in any breach of any of the terms and provisions
        of, nor constitute (with or without notice or lapse of time) a default
        under, the articles of incorporation or by-laws of the Servicer, or any
        indenture, agreement or other instrument to which the Servicer is a
        party or by which it shall be bound; nor result in the creation or
        imposition of any Lien upon any of its properties pursuant to the terms
        of any such indenture, agreement or other instrument (other than the
        Basic Documents); nor violate any law or any order, rule or regulation
        applicable to the Servicer of any court or of any federal or state
        regulatory body, administrative agency or other governmental
        instrumentality having jurisdiction over the Servicer or its properties;
        which breach, default, conflict, Lien or violation in any case would
        have a material adverse effect on the ability of the Seller to perform
        its obligations under this Agreement.

            (f) No Proceedings. There are no proceedings or investigations
        pending, or, to the best of the Servicer's knowledge, threatened, before
        any court, regulatory body, administrative agency or other governmental
        instrumentality having jurisdiction over the Servicer or its properties:
        (i) asserting the invalidity of this Agreement, the Trust Agreement, the
        Indenture, the Purchase Agreement, the Certificates or the Notes; (ii)
        seeking to prevent the issuance of the Certificates or the Notes or the
        consummation of any of the transactions contemplated by this Agreement,
        the Trust Agreement, the Indenture or the Purchase Agreement; (iii)
        seeking any determination or ruling that would materially and adversely
        affect the performance by the Servicer of its obligations under, or the
        validity or enforceability of, this Agreement, the Trust Agreement, the
        Indenture, the Purchase Agreement, the Certificates or the Notes; or
        (iv) relating to the Servicer and that would adversely affect the
        federal or any state income tax attributes of the Certificates or the
        Notes.

        SECTION 7.02 Indemnities of Servicer. The Servicer shall be liable in
accordance herewith only to the extent of the obligations specifically
undertaken by the Servicer under this Agreement:

                (a) The Servicer shall defend, indemnify and hold harmless the
        Owner Trustee, the Indenture Trustee, the Trust, the Certificateholders
        and the Noteholders from and against any and all costs, expenses,
        losses, damages, claims and liabilities (collectively, "Damages")
        arising out of or resulting from the use, ownership or operation by the
        Servicer or any of its Affiliates (other than the Trust) of a Financed
        Vehicle.

                (b) The Servicer shall indemnify, defend and hold harmless the
        Owner Trustee, the Indenture Trustee, the Trust, the Certificateholders
        and the Noteholders from and against any and all Damages to the extent
        that such Damage arose out of, or was imposed upon, the Owner Trustee,
        the Indenture Trustee, the Trust, the Certificateholders or the
        Noteholders through the negligence, willful misfeasance or bad faith of
        the Servicer in the performance of its duties under this Agreement or by
        reason of reckless disregard of its obligations and duties under this
        Agreement.


                                       55
<PAGE>


                (c) The Servicer shall indemnify, defend and hold harmless the
        Owner Trustee and the Indenture Trustee from and against all Damages
        arising out of or incurred in connection with the acceptance or
        performance of the trusts and duties herein contained, except to the
        extent that such Damage: (i) shall be due to the willful misfeasance,
        bad faith, or negligence (except for errors in judgment) of the Owner
        Trustee or the Indenture Trustee, as the case may be; (ii) relates to
        any tax other than the taxes with respect to which the Seller shall be
        required to indemnify the Owner Trustee or the Indenture Trustee; (iii)
        shall arise from the breach by the Owner Trustee or the Indenture
        Trustee of any of their respective representations or warranties set
        forth in the Basic Documents; (iv) shall be one as to which the Seller
        is required to indemnify the Owner Trustee or the Indenture Trustee and
        as to which such Person has received payment of indemnity from the
        Seller; or (v) shall arise out of or be incurred in connection with the
        performance by the Indenture Trustee of the duties of Successor Servicer
        hereunder.

            Promptly after receipt by a party indemnified under this Section
7.02 (for purposes of this paragraph, an "Indemnified Party") of notice of the
commencement of any action, such Indemnified Party will, if a claim in respect
thereof is to be made against the Servicer under this Section 7.02, notify the
Servicer of the commencement thereof. If any such action is brought against any
Indemnified Party under this Section 7.02 and it notifies the Servicer of the
commencement thereof, the Servicer will assume the defense thereof, with counsel
reasonably satisfactory to such Indemnified Party (who may, unless there is, as
evidenced by an Opinion of Counsel to the Indemnified Party stating that there
is, a conflict of interest, be counsel to the Servicer), and the Servicer will
not be liable to such Indemnified Party under this Section 7.02 for any legal or
other expenses subsequently incurred by such Indemnified Party in connection
with the defense thereof, other than reasonable costs of investigation. The
obligations set forth in this Section 7.02 shall survive the termination of this
Agreement or the resignation or removal of the Servicer, the Owner Trustee or
the Indenture Trustee and shall include reasonable fees and expenses of counsel
and expenses of litigation. If the Servicer shall have made any indemnity
payments pursuant to this Section 7.02 and the Person to or on behalf of whom
such payments are made thereafter collects any of such amounts from others, such
Person shall promptly repay such amounts to the Servicer, without interest
(except to the extent received by such Person).

            Indemnification under this Section 7.02 by NMAC (or any successor
thereto pursuant to Section 7.03) as Servicer, with respect to the period such
Person was the Servicer, shall survive the termination of such Person as
Servicer or a resignation by such Person as Servicer as well as the termination
of this Agreement and shall include reasonable fees and expenses of counsel and
expenses of litigation. If the Servicer shall have made any indemnity payments
pursuant to this Section 7.02 and the recipient thereafter collects any of such
amounts from others, the recipient shall promptly repay such amounts to the
Servicer, without interest (except to the extent the recipient collects interest
from others).

        SECTION 7.03 Merger or Consolidation of, or Assumption of the
Obligations of, Servicer. Any Person (i) into which the Servicer may be merged
or consolidated, (ii) resulting from any merger, conversion or consolidation to
which the Servicer shall be a party, (iii) succeeding to the business of the
Servicer, or (iv) so long as NMAC acts as Servicer, that is

                                       56
<PAGE>


a corporation more than 50% of the voting stock of which is owned directly or
indirectly by Nissan, which Person in any of the foregoing cases executes an
agreement of assumption to perform every obligation of the Servicer under this
Agreement, will be the successor to the Servicer under this Agreement without
the execution or filing of any paper or any further act on the part of any of
the parties to this Agreement; provided, however, that (x) immediately after
giving effect to such transaction, no Servicer Default, and no event which,
after notice or lapse of time, or both, would become a Servicer Default, shall
have occurred and be continuing, (y) the Servicer shall have delivered to the
Owner Trustee and the Indenture Trustee an Officer's Certificate stating that
such consolidation, merger or succession and such agreement of assumption comply
with this Section 7.03 and that all conditions precedent provided for in this
Agreement relating to such transaction have been complied with and (z) the
Servicer shall have delivered to the Owner Trustee and the Indenture Trustee an
Opinion of Counsel either (A) stating that, in the opinion of such counsel,
based on customary qualifications and assumptions, all financing statements and
continuation statements and amendments thereto have been executed and filed that
are necessary fully to preserve and protect the interest of the Issuer and the
Indenture Trustee in the Receivables, and reciting the details of such filings,
or (B) stating that, in the opinion of such counsel, no such action shall be
necessary to perfect such interest. The Servicer shall provide notice of any
merger, consolidation or succession pursuant to this Section 7.03 to each Rating
Agency. Notwithstanding anything herein to the contrary, the execution of the
foregoing agreement of assumption and compliance with clauses (x), (y) and (z)
above shall be conditions to the consummation of the transactions referred to in
clauses (i), (ii), (iii) or (iv) above.

        SECTION 7.04 Limitation on Liability of Servicer and Others.

                (a) Neither the Servicer nor any of the directors, officers,
        employees or agents of the Servicer shall be under any liability to the
        Trust, the Certificateholders or the Noteholders, except as provided
        under this Agreement, for any action taken or for refraining from the
        taking of any action pursuant to this Agreement or for errors in
        judgment; provided, however, that this provision shall not protect the
        Servicer or any such person against any liability that would otherwise
        be imposed by reason of willful misfeasance, bad faith or negligence in
        the performance of duties or by reason of reckless disregard of
        obligations and duties under this Agreement. The Servicer and any
        director, officer, employee or agent of the Servicer may rely in good
        faith on the advice of counsel or on any document of any kind, prima
        facie properly executed and submitted by any Person respecting any
        matters arising under this Agreement.

                (b) Except as provided in this Agreement, the Servicer shall not
        be under any obligation to appear in, prosecute or defend any legal
        action that shall not be incidental to its duties to service the
        Receivables in accordance with this Agreement, and that in its opinion
        may cause it to incur any expense or liability; provided, however, that
        the Servicer may undertake any reasonable action that it may deem
        necessary or desirable in respect of the Basic Documents and the rights
        and duties of the parties to the Basic Documents and the interests of
        the Certificateholders under this Agreement and the Noteholders under
        the Indenture. In such event, the legal expenses and costs of such
        action and any liability resulting therefrom shall be expenses, costs
        and liabilities of the Servicer, and the Servicer will not be entitled
        to be reimbursed therefor.


                                       57
<PAGE>


        SECTION 7.05 NMAC Not To Resign as Servicer. Subject to the provisions
of Section 7.03, NMAC shall not resign from the obligations and duties hereby
imposed on it as Servicer under this Agreement except upon determination that
the performance of its duties under this Agreement shall no longer be
permissible under applicable law. Notice of any such determination permitting
the resignation of NMAC shall be communicated to the Owner Trustee and the
Indenture Trustee at the earliest practicable time (and, if such communication
is not in writing, shall be confirmed in writing at the earliest practicable
time), and any such determination shall be evidenced by an Opinion of Counsel to
such effect delivered to the Owner Trustee and the Indenture Trustee
concurrently with or promptly after such notice. No such resignation shall
become effective until the Indenture Trustee or a Successor Servicer shall (i)
have taken the actions required by Section 8.01 of this Agreement to effect the
termination of the responsibilities and rights of the predecessor Servicer under
this Agreement, including the transfer to the Successor Servicer for
administration by it of all cash amounts that shall at the time be held by the
predecessor Servicer for deposit, or shall thereafter be received with respect
to a Receivable and the delivery of the Receivable Files, and the related
accounts and records maintained by the Servicer, (ii) have assumed the
responsibilities and obligations of NMAC as Servicer under this Agreement in
accordance with Section 8.02 of this Agreement (other than the initial
Servicer's obligation to make Advances), and (iii) become the Administrator
under the Administration Agreement in accordance with Section 8 of such
Agreement.

                                  ARTICLE VIII

                                     Default

        SECTION 8.01 Servicer Default. If any one of the following events (a
"Servicer Default") shall occur and be continuing:

                (a) any failure by the Servicer (or the Seller, so long as NMAC
        is the Servicer) to deliver to the Relevant Trustee for deposit in any
        of the Accounts any required payment or to direct the Relevant Trustee
        to make any required distributions therefrom, which failure continues
        unremedied for a period of three Business Days after (i) receipt by the
        Servicer (or the Seller, so long as NMAC is the Servicer) of written
        notice of such failure given by the Owner Trustee or the Indenture
        Trustee, (ii) receipt by the Servicer (or the Seller, so long as NMAC is
        the Servicer), the Owner Trustee or the Indenture Trustee of written
        notice of such failure given by Holders of Notes evidencing not less
        than 25% of the Outstanding Amount, or (iii) discovery of such failure
        by any officer of the Servicer;

                (b) any failure by the Servicer (or the Seller, as long as NMAC
        is the Servicer) to duly observe or perform in any material respect any
        other covenants or agreements of the Servicer (or the Seller, as long as
        NMAC is the Servicer) set forth in this Agreement (including its
        obligation to purchase Receivables pursuant to Section 4.06), which
        failure shall materially and adversely affect the rights of the
        Certificateholders or the Noteholders and shall continue unremedied for
        a period of 90 days after giving of written notice of the failure to (i)
        the Servicer (or the Seller, as long


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        as NMAC is the Servicer) by the Owner Trustee or the Indenture Trustee,
        or (ii) the Servicer (or the Seller, as long as NMAC is the Servicer)
        and the Owner Trustee or the Indenture Trustee by Holders of Notes
        evidencing not less than 25% of the Outstanding Amount or Holders of
        Certificates evidencing not less than 25% of the Certificate Balance; or

                (c) the occurrence of an Insolvency Event with respect to the
        Servicer;

then, and in each and every case, so long as the Servicer Default shall not have
been remedied, either the Indenture Trustee or the Holders of Notes evidencing a
majority of the Outstanding Amount of the Notes (but excluding for purposes of
such calculation and action all Notes held or beneficially owned by NMAC, NARC
II or any of their Affiliates unless all of the Notes are held or beneficially
owned by NMAC, NARC II or any of their Affiliates), acting together as a single
Class, by notice then given in writing to the Servicer (and to the Indenture
Trustee and the Owner Trustee if given by the Noteholders) may terminate all of
the rights and obligations (other than the obligations set forth in Section 7.02
hereof) of the Servicer under this Agreement. On or after the receipt by the
Servicer of such written notice, all authority and power of the Servicer under
this Agreement, whether with respect to the Notes, the Certificates or the
Receivables or otherwise, shall, without further action, pass to and be vested
in the Indenture Trustee or such Successor Servicer as may be appointed under
Section 8.02; and, without limitation, the Indenture Trustee and the Owner
Trustee are hereby authorized and empowered to execute and deliver, for the
benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and
all documents and other instruments, and to do or accomplish all other acts or
things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement of the Receivables
and related documents, or otherwise. The predecessor Servicer shall cooperate
with the Successor Servicer and the Owner Trustee in effecting the termination
of the responsibilities and rights of the predecessor Servicer under this
Agreement, including, without limitation, the transfer to the Successor Servicer
for administration by it of all cash amounts that shall at the time be held by
the predecessor Servicer for deposit, or have been deposited by the predecessor
Servicer, in the Accounts or thereafter received with respect to the Receivables
that shall at that time be held by the predecessor Servicer and the delivery of
the Receivable Files and the related accounts and records maintained by the
predecessor Servicer. All reasonable costs and expenses (including attorneys'
fees) incurred in connection with transferring the Receivable Files to the
Successor Servicer and amending this Agreement to reflect such succession as
Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer
upon presentation of reasonable documentation of such costs and expenses.
Notwithstanding the foregoing, in the event the predecessor Servicer is the
Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture
Trustee for all reasonable costs and expenses as described in the immediately
preceding sentence. Upon receipt of notice of the occurrence of a Servicer
Default, the Indenture Trustee shall give notice thereof to the Rating Agencies.

        SECTION 8.02 Appointment of Successor.

                (a) Upon the Servicer's receipt of notice of termination
        pursuant to Section 8.01 or the Servicer's resignation in accordance
        with the terms of this Agreement, the predecessor Servicer shall
        continue to perform its functions as Servicer under this


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        Agreement, in the case of termination, only until the date specified in
        such termination notice or, if no such date is specified in a notice of
        termination, until receipt of such notice and, in the case of
        resignation, until the earlier of (i) the date 45 days from the delivery
        to the Owner Trustee and the Indenture Trustee of written notice of such
        resignation (or written confirmation of such notice) in accordance with
        the terms of this Agreement and (ii) the date upon which the predecessor
        Servicer shall become unable to act as Servicer, as specified in the
        notice of resignation and accompanying Opinion of Counsel. In the event
        of the Servicer's resignation or termination hereunder, the Indenture
        Trustee shall appoint a Successor Servicer, and the Successor Servicer
        shall accept its appointment (including its appointment as Administrator
        under the Administration Agreement as set forth in Section 8.02(b)) by a
        written assumption in form acceptable to the Owner Trustee and the
        Indenture Trustee. If a Successor Servicer has not been appointed at the
        time when the predecessor Servicer has ceased to act as Servicer in
        accordance with this Section 8.02, the Indenture Trustee without further
        action shall automatically be appointed the Successor Servicer and the
        Indenture Trustee shall be entitled to the Total Servicing Fee.
        Notwithstanding the above, the Indenture Trustee shall, if it shall be
        legally unable so to act, appoint or petition a court of competent
        jurisdiction to appoint, and the predecessor Servicer, if no successor
        Servicer has been appointed at the time the predecessor Servicer has
        ceased to act, may petition a court of competent jurisdiction to appoint
        any established institution having a net worth of not less than
        $100,000,000 and whose regular business shall include the servicing of
        automobile and/or light-duty truck receivables, as the successor to the
        Servicer under this Agreement.

               (b) Upon appointment, the Successor Servicer (including the
        Indenture Trustee acting as Successor Servicer) shall (i) be the
        successor in all respects to the predecessor Servicer and shall be
        subject to all the responsibilities, duties and liabilities arising
        thereafter relating thereto placed on the predecessor Servicer (except
        the initial Servicer's obligation to make Advances) and shall be
        entitled, subject to the arrangements referred to in paragraph (c)
        below, to the servicing fee and all the rights granted to the
        predecessor Servicer by the terms and provisions of this Agreement and
        (ii) become the Administrator under the Administration Agreement in
        accordance with Section 8 of such Agreement.

               (c) In connection with such appointment, the Issuer may make such
        arrangements for the compensation of such Successor Servicer out of
        payments on Receivables as it and such Successor Servicer shall agree;
        provided, however, that no such compensation shall be in excess of that
        permitted the predecessor Servicer under this Agreement. The Issuer, the
        Indenture Trustee and such Successor Servicer shall take such action,
        consistent with this Agreement, as shall be necessary to effectuate any
        such succession.

        SECTION 8.03 Repayment of Advances. If the Servicer shall resign or be
terminated, the Servicer shall continue to be entitled to receive, to the extent
of available funds, reimbursement for Outstanding Advances pursuant to Sections
5.03 and 5.04 with respect to all Advances previously made thereby.


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        SECTION 8.04 Notification. Upon any termination of, or appointment of a
successor to, the Servicer pursuant to this Article VIII, the Owner Trustee
shall give prompt written notice thereof to the Certificateholders, and the
Indenture Trustee shall give prompt written notice thereof to Noteholders and
the Rating Agencies.

        SECTION 8.05 Waiver of Past Defaults. The Holders of Notes evidencing a
majority of the Outstanding Amount of the Notes, or, in the case of any Servicer
Default which does not adversely affect the Indenture Trustee or the
Noteholders, the Holders of Certificates evidencing a majority of the
Certificate Balance, in each case excluding for purposes of such calculation and
action all Securities held or beneficially owned by NMAC, NARC II or any of
their Affiliates (unless all of the Notes or the Certificates, as the case may
be, are held by NMAC, NARC II and their Affiliates), may, on behalf of all the
Noteholders and the Certificateholders, waive in writing any default by the
Servicer in the performance of its obligations hereunder and its consequences,
except a default in making any required deposits to or payments from the
Collection Account in accordance with this Agreement. Upon any such waiver of a
past default, such default shall cease to exist, and any Servicer Default
arising therefrom shall be deemed to have been remedied for every purpose of
this Agreement. No such waiver shall extend to any subsequent or other default
or impair any right consequent thereto.

                                   ARTICLE IX

                       Termination; Release of Receivables

        SECTION 9.01 Optional Purchase of All Receivables.

                (a) On each Distribution Date following the last day of a
        Collection Period as of which the Pool Balance shall be less than or
        equal to the Optional Purchase Percentage multiplied by the Original
        Pool Balance, the Servicer or any successor to the Servicer shall have
        the option to purchase the corpus of the Owner Trust Estate (whether or
        not such assets then comprise all or a portion of the Trust Estate) for
        an amount equal to the Optional Purchase Price. To exercise such option,
        the Servicer or any successor to the Servicer shall notify the Owner
        Trustee and the Indenture Trustee of its intention to do so in writing,
        no later than the tenth day of the month preceding the month in which
        the Distribution Date as of which such purchase is to be effected and
        shall, on or before the Distribution Date on which such purchase is to
        occur, deposit pursuant to Section 5.05 in the Collection Account an
        amount equal to the Optional Purchase Price, and shall succeed to all
        interests in and to the Trust Estate and the Owner Trust Estate;
        provided, however, that the Servicer shall not effect any such purchase
        so long as the rating of NMAC by Moody's, or if NMAC shall then be
        unrated by Moody's, then the rating of Nissan Capital of America, Inc.,
        is less then "Ba1" by Moody's, unless the Owner Trustee and the
        Indenture Trustee shall have received an Opinion of Counsel to the
        effect that such purchase shall not constitute a fraudulent conveyance,
        subject to such assumptions as to factual matters as may be contained
        therein. Amounts so deposited will be paid and distributed as set forth
        in Section 5.06 of this Agreement. Upon such deposit of the amount
        necessary to purchase the corpus of the Owner Trust Estate, the Servicer
        shall for all purposes of this Agreement be deemed to have released all
        claims for reimbursement of Outstanding Advances made in respect of the
        Receivables.


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               (b) Notice of any such purchase of the Owner Trust Estate shall
        be given by the Owner Trustee and the Indenture Trustee to each
        Securityholder as soon as practicable after their receipt of notice
        thereof from the Servicer.

               (c) Following the satisfaction and discharge of the Indenture and
        the payment in full of the principal of and interest on the Notes, the
        Certificateholders will succeed to the rights of the Noteholders
        hereunder other than under Section 5.06 and the Issuer will succeed to
        the rights of the Indenture Trustee provided for in this Agreement.

        SECTION 9.02 Release of Receivables.

               (a) Upon repurchase of any Receivable by the Seller pursuant to
        Section 3.02 or by the Servicer pursuant to Section 4.06 or Section
        9.01, the Issuer and the Indenture Trustee on behalf of the Noteholders,
        shall, without further action, be deemed to transfer, assign, set-over
        and otherwise convey to the Seller or the Servicer, as the case may be,
        all right, title and interest of the Issuer in, to and under such
        repurchased Receivable, all monies due or to become due with respect
        thereto and all proceeds thereof and the other property conveyed to the
        Issuer hereunder pursuant to Section 2.01 with respect to such
        Receivable, and all security and any documents relating thereto, such
        assignment being an assignment outright and not for security; and the
        Seller or the Servicer, as applicable, shall thereupon own each such
        Receivable, and all such related security and documents, free of any
        further obligation to the Issuer, the Owner Trustee, the
        Certificateholders, the Indenture Trustee or the Noteholders with
        respect thereto.

               (b) The Issuer and Indenture Trustee shall execute such documents
        and instruments of transfer and assignment and take such other actions
        as shall be reasonably requested by the Seller or the Servicer, as the
        case may be, to effect the conveyance of such Receivable pursuant to
        Sections 3.02, 4.06 and 9.02.

        If in any enforcement suit or legal proceeding it is held that the
Seller or the Servicer may not enforce a repurchased Receivable on the ground
that it is not a real party in interest or a holder entitled to enforce the
Receivable, the Issuer, and the Indenture Trustee on behalf of the Noteholders,
shall, at the written direction and expense of the Seller or Servicer, as the
case may be, take such reasonable steps as the Seller or the Servicer deems
necessary to enforce the Receivable, including bringing suit in the name or
names of the Issuer, the Certificateholders or the Noteholders.

        SECTION 9.03  Termination.

               (a) The respective obligations of the Seller, the Servicer, NMAC
        (so long as NMAC has rights or obligations hereunder), the Owner
        Trustee, and the Indenture Trustee, as the case may be, pursuant to this
        Agreement shall terminate upon the earliest of (i) the maturity or other
        liquidation of the last Receivable and the final disposition of all
        amounts received upon liquidation of any remaining Receivables, or (ii)
        the election by the Servicer to purchase the corpus of the Trust as
        described in Section 9.01 and the payment or distribution to
        Securityholders of all amounts required to be paid to them under the
        Indenture or the Trust Agreement, as the case may be.


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<PAGE>


               (b) Notice of any such termination under this Section 9.03 shall
        be given by the Indenture Trustee or the Owner Trustee to each
        Securityholder of record as specified in the Indenture or the Trust
        Agreement, as appropriate.

                                    ARTICLE X

                                  Miscellaneous

        SECTION 10.01        Amendment.

               (a) This Agreement may be amended by the Seller, the Servicer and
        the Issuer, with the consent of the Indenture Trustee, but without the
        consent of any of the Noteholders or the Certificateholders,

                      (1) to cure any ambiguity, correct or supplement any
               provision herein that may be inconsistent with any other
               provision herein, or make any other provisions with respect to
               matters or questions arising hereunder that are not inconsistent
               with the provisions herein; provided that (i) the amendment will
               not materially and adversely affect the interest of any
               Noteholder or Certificateholder and (ii) the Servicer shall have
               delivered an Officer's Certificate to the Indenture Trustee and
               the Owner Trustee stating that such amendment will not materially
               and adversely affect the interest of any Noteholder or
               Certificateholder; and

                      (2) to change the formula for determining the required
               amount for the Specified Reserve Account Balance upon (i)
               confirmation from each Rating Agency that such amendment will not
               result in the qualification, reduction or withdrawal of any
               rating it currently assigns to any Class of Notes, and (ii)
               delivery by the Servicer to the Indenture Trustee and the Owner
               Trustee of an Officer's Certificate stating that such amendment
               will not materially and adversely affect the interest of any
               Securityholder.

        An amendment will be deemed not to materially and adversely affect the
interests of any Noteholder or Certificateholder of any Class if (x) the
amendment does not adversely affect the Trust's status as a partnership (or, for
any period during which there is not more than one beneficial owner of a
Certificate, the Trust's status as an entity that is disregarded as an entity
separate from the Certificateholder) for federal income tax purposes, (y) each
Rating Agency confirms that that amendment will not result in a reduction or
withdrawal of its rating on the Notes of that Class, and (z) the Servicer has
delivered the Officer's Certificate described in this Section 10.01(a).

                (b) This Agreement may also be amended from time to time by the
        Seller, the Servicer and the Issuer, with the consent of the Indenture
        Trustee and the consent of:

                        (1) the Holders of Notes evidencing a majority of the
                Outstanding Amount of the Notes; or

                        (2) in the case of any amendment that does not adversely
                affect the Indenture Trustee or the Noteholders, the Holders of
                the Certificates evidencing a

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<PAGE>


                majority of the outstanding Certificate Balance (but excluding
                for purposes of calculation and action all Certificates held by
                the Seller, the Servicer or any of their Affiliates, unless all
                of the Certificates are held by the Seller, the Servicer or any
                of their Affiliates);

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 those Noteholders or Certificateholders; provided, however,
that no amendment shall:

                        (1) increase or reduce in any manner the amount of, or
                accelerate or delay the timing of, collections of payments on
                the Receivables or distributions that are required to be made
                for the benefit of those Noteholders or Certificateholders or
                change the Interest Rate or the Specified Reserve Account
                Balance (except as described above under clause (2) of
                subsection (a) above) without the consent of each "adversely
                affected" Noteholder or Certificateholder; or

                        (2) reduce the aforesaid percentage of the Outstanding
                Amount of the Notes or Certificate Balance of the Certificates
                which is required to consent to any amendment, without the
                consent of the Holders of all the then outstanding Notes or
                Certificates.

         An amendment referred to in clause (x) above will be deemed not to
"adversely affect" a Noteholder of any Class only if each Rating Agency confirms
that that amendment will not result in a reduction or withdrawal of its rating
on the Notes of that Class. In connection with any amendment referred to in
clause (x) above, the Servicer shall deliver an Officer's Certificate to the
Indenture Trustee and the Owner Trustee stating that those Noteholders and
Certificateholders whose consents were not obtained were not adversely affected
by such amendment.

         Promptly after the execution of any such amendment or consent, the
Owner Trustee shall furnish written notification of the substance of such
amendment or consent to each Certificateholder, the Indenture Trustee and each
of the Rating Agencies.

         It shall not be necessary for the consent of the Certificateholders or
Noteholders pursuant to this Section 10.01 to approve the particular form of any
proposed amendment or consent, but it shall be sufficient if such consent shall
approve the substance thereof.

         Prior to the execution of any amendment to this Agreement, the Owner
Trustee and the Indenture Trustee shall be entitled to receive and rely upon an
Opinion of Counsel stating that the execution of such amendment is authorized or
permitted by this Agreement and the Opinion of Counsel referred to in Section
10.02(h)(A). The Owner Trustee and the Indenture Trustee may, but shall not be
obligated to, enter into any such amendment which affects the Owner Trustee's or
the Indenture Trustee's, as applicable, own rights, duties or immunities under
this Agreement or otherwise.


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        SECTION 10.02        Protection of Title to Trust.

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

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

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

                (d) The Servicer shall maintain accounts and records as to each
        Receivable accurately and in sufficient detail to permit (i) the reader
        thereof to know at any time the status of such Receivable, including
        payments and recoveries made and payments owing (and the nature of
        each), and (ii) reconciliation between payments or recoveries on (or
        with respect to) each Receivable and the amounts from time to time
        deposited in the Collection Account in respect of such Receivable.

                (e) The Servicer shall maintain its computer systems so that,
        from and after the time of sale under this Agreement of the Receivables
        to the Trust, the Servicer's master computer records that refer to any
        Receivable shall indicate clearly the interest of the Issuer and the
        Indenture Trustee in such Receivable and that such Receivable is owned
        by the Issuer and has been pledged to the Indenture Trustee. Indication
        of these respective interests in a Receivable shall be deleted from or
        modified on the Servicer's computer systems when, and only when, the
        related Receivable shall have become a Liquidated Receivable or been
        repurchased.

                (f) If at any time the Seller or the Servicer shall propose to
        sell, grant a security interest in, or otherwise transfer any interest
        in automotive receivables to, any prospective purchaser, lender or other
        transferee, the Servicer shall give to such prospective purchaser,
        lender or other transferee computer tapes, records or printouts that, if
        they shall refer in any manner whatsoever to any Receivable, shall
        indicate clearly that


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<PAGE>

        such Receivable has been sold and is owned by the Issuer and has been
        pledged to the Indenture Trustee.

                (g) Upon receipt of a written request from the Owner Trustee or
        the Indenture Trustee, which request shall be made no more frequently
        than annually, the Servicer shall furnish to the Owner Trustee or the
        Indenture Trustee, as the case may be, within 20 Business Days after
        receipt of such request, a list of all Receivables (by contract number
        and name of Obligor) then held as part of the Trust, together with a
        reconciliation of the list of Receivables attached hereto as Schedule A
        and to each of the Servicer's Certificates furnished before such request
        indicating removal of Receivables from the Trust. The Servicer shall
        permit the Indenture Trustee and its agents at any time during normal
        business hours upon reasonable prior notice to inspect, audit and make
        copies of and abstracts from the Servicer's records regarding any
        Receivable.

                (h) The Servicer shall deliver to the Owner Trustee and the
        Indenture Trustee:

                        (A) upon the execution and delivery of this Agreement
                and of each amendment hereto, an Opinion of Counsel, based on
                customary assumptions and qualifications, stating that, in the
                opinion of such counsel, either (A) all financing statements and
                continuation statements have been executed and filed that are
                necessary to perfect the interest of the Trust and the Indenture
                Trustee in the Receivables, and reciting the details of such
                filings or referring to prior Opinions of Counsel in which such
                details are given, or (B) no such action shall be necessary to
                preserve and protect such interest; and

                        (B) if requested by the Indenture Trustee or the Owner
                Trustee, not more frequently than annually, an Opinion of
                Counsel, dated as of a date during such 90-day period, either
                (A) stating that, in the opinion of such counsel, based on
                customary assumptions and qualifications, all financing
                statements and continuation statements have been executed and
                filed that are necessary to perfect the interest of the Trust
                and the Indenture Trustee in the Receivables, and reciting the
                details of such filings or referring to prior Opinions of
                Counsel in which such details are given, or (B) no such action
                shall be necessary to preserve and protect such interest.

                (i) Each Opinion of Counsel referred to in clause (h)(A) or
        (h)(B) above shall specify any action necessary (as of the date of such
        Opinion of Counsel) to be taken in the following year to preserve and
        protect such interest.

        SECTION 10.03 Notices. All demands, notices, communications and
instructions upon or to the Seller, the Servicer, the Owner Trustee, the
Indenture Trustee or the Rating Agencies under this Agreement shall be in
writing, personally delivered or mailed by certified mail, return receipt
requested, and shall be deemed to have been duly given upon receipt (a) in the
case of the Seller, to Nissan Auto Receivables Corporation II, 990 West 190th
Street, Torrance, California 90502, Attention of Secretary, (b) in the case of
the Servicer, to Nissan Motor Acceptance Corporation, 990 West 190th Street,
Torrance, California 90502, Attention of Secretary, (c) in the case of the
Issuer or the Owner Trustee, to Nissan Auto Receivables 2002-A Owner Trust, c/o


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Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890, Attention: Nissan Auto Receivables 2002-A Owner
Trust, (d) in the case of the Indenture Trustee, at the Corporate Trust Office,
(e) in the case of Moody's, to Moody's Investors Service, Inc., ABS Monitoring
Department, 99 Church Street, New York, New York 10007, and (f) in the case of
Standard & Poor's, to Standard & Poor's Ratings Services, 55 Water Street, New
York, New York 10041-0003, Attention: Asset Backed Surveillance Department; or,
as to each of the foregoing, at such other address as shall be designated by
written notice to the other parties.

        SECTION 10.04 Assignment by the Seller or the Servicer. Notwithstanding
anything to the contrary contained herein, except as provided in Sections 6.04
and 7.03 of this Agreement and as provided in the provisions of this Agreement
concerning the resignation or termination of the Servicer, this Agreement may
not be assigned by the Seller or the Servicer without the prior written consent
of the Indenture Trustee, the Owner Trustee, the Holders of Notes evidencing not
less than 66 2/3% of the Outstanding Amount and the Holders of Certificates
evidencing not less than 66 2/3% of the Certificate Balance.

        SECTION 10.05 Limitations on Rights of Others. The provisions of this
Agreement are solely for the benefit of the Seller, the Servicer, the Issuer,
the Owner Trustee, the Certificateholders, the Indenture Trustee and the
Noteholders, and nothing in this Agreement, whether express or implied, shall be
construed to give to any other Person any legal or equitable right, remedy or
claim in the Owner Trust Estate or under or in respect of this Agreement or any
covenants, conditions or provisions contained herein.

        SECTION 10.06 Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, 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 shall not invalidate or render
unenforceable such provision in any other jurisdiction.

        SECTION 10.07 Separate Counterparts. This Agreement may be executed by
the parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.

        SECTION 10.08 Headings. The headings of the various Articles and
Sections herein are for convenience of reference only and shall not define or
limit any of the terms or provisions hereof.

        SECTION 10.09 Governing Law. This Agreement shall be construed in
accordance with the laws of the State of New York, without reference to its
conflict of law provisions (other than Section 5-1401 of the General Obligations
Law of the State of New York), and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.

        SECTION 10.10 Assignment by Issuer. The Seller hereby acknowledges and
consents to any mortgage, pledge, assignment and grant of a security interest by
the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of
the Noteholders of all right, title and interest


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<PAGE>

of the Issuer in, to and under the Receivables and the related property acquired
hereunder and/or the assignment of any or all of the Issuer's rights and
obligations hereunder to the Indenture Trustee.

        SECTION 10.11 Nonpetition Covenants.

               (a) Notwithstanding any prior termination of this Agreement, the
        Servicer and the Seller shall not, prior to the date which is one year
        and one day after the termination of this Agreement with respect to the
        Issuer, acquiesce, petition or otherwise invoke or cause the Issuer to
        invoke the process of any court or government authority for the purpose
        of commencing or sustaining a case against the Issuer under any federal
        or state bankruptcy, insolvency or similar law, or appointing a
        receiver, liquidator, assignee, trustee, custodian, sequestrator or
        other similar official of the Issuer or any substantial part of its
        property, or ordering the winding up or liquidation of the affairs of
        the Issuer.

               (b) Notwithstanding any prior termination of this Agreement, each
        of the Servicer and the Owner Trustee (not in its individual capacity
        but solely as Owner Trustee), prior to the date which is one year and
        one day after the Notes are paid in full, covenants and agrees that it
        will not at any time file, join in any filing of, or cooperate with or
        encourage others to file any bankruptcy, reorganization arrangement,
        insolvency or liquidation proceeding or other proceedings against the
        Seller under any federal or state bankruptcy, insolvency or similar law,
        appointing a receiver, liquidator, assignee, trustee, custodian,
        sequestrator or other similar official of the Seller or any substantial
        part of its property, or ordering the winding up or liquidation of the
        affairs of the Seller.

        SECTION 10.12 Limitation of Liability of Owner Trustee and Indenture
Trustee. Notwithstanding anything contained herein to the contrary, this
Agreement has been countersigned by Wilmington Trust Company, not in its
individual capacity, but solely in its capacity as Owner Trustee of the Issuer,
and by Wells Fargo Bank Minnesota, National Association, not in its individual
capacity, but solely in its capacity as Indenture Trustee under the Indenture.
In no event shall Wilmington Trust Company or Wells Fargo Bank Minnesota,
National Association have any liability for the representations, warranties,
covenants, agreements or other obligations of the Issuer hereunder or in any of
the certificates, notices or agreements delivered by the Seller or the Servicer,
or prepared by the Seller or the Servicer for delivery by the Owner Trustee on
behalf of the Issuer, pursuant hereto, as to all of which recourse shall be had
solely to the assets of the Issuer. For all purposes of this Agreement, in the
performance of its duties or obligations hereunder or in the performance of any
duties or obligations of the Issuer hereunder, the Owner Trustee shall be
subject to, and entitled to the benefits of, the terms and provisions of
Articles VI, VII and VIII of the Trust Agreement.

        SECTION 10.13 Waivers. No failure or delay on the part of the Issuer in
exercising any power, right or remedy under this Agreement or the Assignment
shall operate as a waiver hereof or thereof, nor shall any single or partial
exercise of any such power, right or remedy preclude any other or further
exercise hereof or thereof or the exercise of any such power, right or remedy
preclude any other or further exercise hereof or thereof or the exercise of any
other power, right or remedy. Notwithstanding anything to the contrary, the
Issuer shall not waive any breach of representations and warranties as set forth
in Sections 3.01(e), (l), (n), (o), (aa) or (ee) without


                                       68
<PAGE>


the written consent of at least a majority of the Outstanding Amount of the
Notes, voting as a single class (excluding for such purposes the outstanding
principal amount of any Notes held of record or beneficially owned by NMAC, NARC
II or any of their Affiliates, unless at such time all of the Notes are held of
record or beneficially owned by NMAC, NARC II or any of their Affiliates.



                                       69
<PAGE>

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

                               NISSAN AUTO RECEIVABLES 2002-A OWNER TRUST

                               By: WILMINGTON TRUST COMPANY,
                               not in its individual capacity but solely as
                               Owner Trustee on behalf of the Trust


                               By:      /s/ Daniel M. Reser
                                  ----------------------------------------------
                                  Name: Daniel M. Reser
                                  Title:   Authorized Signer


                               NISSAN AUTO RECEIVABLES CORPORATION II, as Seller


                               By:      /s/ Joji Tagawa
                                  ----------------------------------------------
                                  Name: Joji Tagawa
                                  Title:   Treasurer

                               NISSAN MOTOR ACCEPTANCE CORPORATION,
                               individually and as Servicer


                               By:      /s/ Katsumi Ishii
                                  ----------------------------------------------
                                  Name: Katsumi Ishii
                                  Title:   President

ACKNOWLEDGED AND ACCEPTED AS OF
THE DAY AND YEAR FIRST ABOVE WRITTEN:

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
not in its individual capacity but solely as Indenture Trustee


By:     /s/ Cheryl Zimmerman
    ------------------------------------------
    Name: Cheryl Zimmerman
    Title:   Corporate Trust Officer


                                      S-1
<PAGE>



                                   SCHEDULE A

                             SCHEDULE OF RECEIVABLES













                          TO BE DELIVERED UPON REQUEST.



                                      A-1
<PAGE>




                                   SCHEDULE B

                        LOCATION OF THE RECEIVABLE FILES

1.      Nissan Motor Acceptance Corporation, including its Infiniti
        Financial Services Division
        2901 Kinwest Parkway
        Irving, Texas  75063

2.      Iron Mountain
        1235 N. Union Bower
        Irving, Texas  75061

3.      Nissan North America, Inc.
        Denver Data Center
        106 Inverness Circle East
        Englewood, Colorado  80112-5312

4.      Arcus
        15505 East Hinsdale Circle
        Englewood, Colorado  80112



                                      B-1
<PAGE>


                                   SCHEDULE C

                           SCHEDULE OF LEASE CONTRACTS







                          TO BE DELIVERED UPON REQUEST



                                      B-2
<PAGE>





                                    EXHIBIT A

                       FORM OF YIELD SUPPLEMENT AGREEMENT










                            PLEASE SEE DOCUMENT #21.