NISSAN MASTER OWNER TRUST RECEIVABLES

EX-1.1 2 a10693exv1w1.htm EX-1.1 exv1w1

Exhibit 1.1

$800,000,000 NISSAN MASTER OWNER TRUST RECEIVABLES,
SERIES 2005-A NOTES

July 12, 2005

Underwriting Agreement

Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036

ABN AMRO Incorporated
55 East 52nd Street
New York, New York 10055

Dear Sirs:

1. Introductory. Nissan Master Owner Trust Receivables (the “Trust”), a Delaware statutory trust, proposes to sell $800,000,000 principal amount of Nissan Master Owner Trust Receivables, Series 2005-A Notes (the “Notes”), issued by the Trust. The Trust was formed pursuant to a trust agreement, dated as of May 13, 2003, between Nissan Wholesale Receivables Corporation II (the “Transferor”) and Wilmington Trust Company, as owner trustee (the “Owner Trustee”), as amended and restated by the amended and restated trust agreement, dated as of October 15, 2003 (as amended and restated, the “Trust Agreement”), between the parties thereto. The Notes will be issued pursuant to a supplement, dated as of July 20, 2005 (the “Indenture Supplement”), to an amended and restated indenture, dated as of October 15, 2003 (together with the Indenture Supplement, the “Indenture”), between the Trust and JPMorgan Chase Bank, as indenture trustee (the “Indenture Trustee”), and will be governed by the terms of an amended and restated transfer and servicing agreement, dated as of October 15, 2003 (the “Transfer and Servicing Agreement”), among the Transferor, Nissan Motor Acceptance Corporation (“NMAC”), as servicer (the “Servicer”), and the Trust.

Capitalized terms used herein and not otherwise defined herein shall have the meanings given them in the Indenture and the Annex of Definitions attached to the Indenture.

2. Representations and Warranties of the Trust, the Transferor and NMAC. Each of the Trust, the Transferor and NMAC, jointly and severally, represents and warrants to and agrees with the several underwriters named in Schedule 1 hereto (the “Underwriters”) that:

(a) A registration statement (Nos. 333-105666 and 333-105666-01) and Amendment No. 1 thereto, including a form of prospectus supplement relating to the

Notes and a form of base prospectus relating to each class of notes to be registered under such registration statement (the “Registered Notes”), has been filed on Form S-3 with the Securities and Exchange Commission (the “Commission”) and either (i) has been declared effective under the Securities Act of 1933, as amended (the “Act”), and is not proposed to be amended or (ii) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the “initial registration statement”) has been declared effective, either (i) any additional registration statement (the “additional registration statement”) relating to the Notes has been filed with the Commission pursuant to rule 462(b) (“Rule 462(b)”) under the Act and declared effective upon filing, and the Notes have been registered under the Act pursuant to the initial registration statement and such additional registration statement or (ii) any such additional registration statement proposed to be filed with the Commission pursuant to Rule 462(b) will become effective upon filing pursuant to Rule 462(b) and upon such filing the Notes will have been duly registered under the Act pursuant to the initial registration statement and such additional registration statement. If the Transferor and the Trust do not propose to amend the initial registration statement, any such additional registration statement or any post-effective amendment to either such registration statement filed with the Commission prior to the execution and delivery of this Agreement, then the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) under the Act (“Rule 462(c)”) or Rule 462(b).

(b) For purposes of this Agreement, the term “Effective Time” with respect to the initial registration statement or, if filed prior to the execution and delivery of this Agreement, the additional registration statement means (i) if the Transferor and the Trust have advised the Underwriters that they do not propose to amend such registration statement, the date and time as of which such registration statement, or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) or (ii) if the Transferor and the Trust have advised the Underwriters that they propose to file an amendment or post-effective amendment to such registration statement, the date and time as of which such registration statement as amended by such amendment or post-effective amendment, as the case may be, is declared effective by the Commission. If the Transferor and the Trust have advised the Underwriters that they propose to file, but have not filed, an additional registration statement, the term “Effective Time” with respect to such additional registration statement means the date and time as of which such registration statement is filed and becomes effective pursuant to Rule 462(b). The term “Effective Date” with respect to the initial registration statement or the additional registration statement (if any) means the date of the Effective Time thereof.

(c) The registration statement (Nos. 333-105666 and 333-105666-01) and Amendment No. 1 thereto and all other amendments and supplements thereto, as amended at its Effective Time, including all information (i) contained in the additional registration statement (if any), (ii) deemed to be a part of the initial registration statement as of the Effective Time of the additional registration statement (if any) pursuant to the General Instructions of the Form on which it is filed and (iii) deemed to be a part of the

initial registration statement as of its Effective Time pursuant to Rule 430A(b) under the Act (“Rule 430A(b)”), is hereinafter referred to as the “Initial Registration Statement.” The additional registration statement and all amendments and supplements thereto, as amended at its Effective Time, including the contents of the initial registration statement incorporated by reference therein and deemed to be a part of the additional registration statement as of its Effective Time pursuant to Rule 430A(b), is hereinafter referred to as the “Additional Registration Statement.” The Initial Registration Statement, the Additional Registration Statement and all Incorporated Documents (as defined below) are hereinafter referred to collectively as the “Registration Statements” and individually as a “Registration Statement.” As used herein, the term “Incorporated Documents”, when used with respect to the Registration Statement as of any date, means the documents incorporated or deemed to be incorporated by reference in the Registration Statement as of such date pursuant to Item 12 of Form S-3 or pursuant to a no-action letter of the Commission. The preliminary prospectus supplement dated July 12, 2005, relating to the Notes (the “Preliminary Prospectus Supplement”) and the preliminary prospectus (the “Preliminary Base Prospectus”) relating to the Registered Notes (including the Notes), as filed with the Commission on July 12, 2005 in connection with the offering and sale of the Notes pursuant to and in accordance with Rule 424(b) under the Act (“Rule 424(b)”), including all material incorporated by reference therein, is hereinafter referred to as the “Preliminary Prospectus.” The prospectus supplement, dated July 12, 2005 (the “Prospectus Supplement”), relating to the Notes and the prospectus, dated July 12, 2005 (the “Base Prospectus”), relating to the Registered Notes (including the Notes), as filed with the Commission in connection with the offering and sale of the Notes pursuant to and in accordance with Rule 424(b), including all material incorporated by reference therein, is hereinafter referred to as the “Prospectus”.

(d) (i) On the Effective Date of any Registration Statement whose Effective Time is prior to the execution and delivery of this Agreement, each such Registration Statement conformed, (ii) on the date of this Agreement, each such Registration Statement conforms and (iii) on any related Effective Date subsequent to the date of this Agreement, each such Registration Statement will conform, in all respects to the requirements of the Act and the rules and regulations of the Commission (the “Rules and Regulations”) and the Trust Indenture Act of 1939, as amended (the “1939 Act”), and at such times each such Registration Statement, as amended, did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the time of filing of the Prospectus pursuant to Rule 424(b) or, if no such filing is required, at the Effective Date of the Additional Registration Statement that includes the Prospectus, on the date of this Agreement and at the Series 2005-A Issuance Date (as defined in Section 3(c) of this Agreement), the Prospectus will conform, in all respects to the requirements of the Act and the Rules and Regulations, and does not include, and will not include, any untrue statement of a material fact, nor does the Prospectus, as amended and supplemented, omit, nor will it omit, to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The two preceding sentences do not apply to statements in or omissions from the Registration Statement or Prospectus based upon written information furnished to the Transferor and the Trust by any Underwriter specifically for use therein or to that part of the Registration Statement

which constitutes the Statement of Qualification under the 1939 Act on Form T-1 (the “Form T-1”) of the Indenture Trustee (which will be represented and warranted to by the Indenture Trustee). If the Effective Time of the Registration Statement is subsequent to the date of this Agreement, no Additional Registration Statement has been or will be filed. The Indenture has been qualified under the 1939 Act.

(e) The Transferor has been duly incorporated 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 conduct its business as described in the Prospectus, as amended and supplemented, and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or the ownership of its property requires such qualification, except where the failure to be in good standing would not have a material adverse effect on the Transferor’s ability to perform its obligations under this Agreement, the Trust Agreement, the Transfer and Servicing Agreement, the Indenture or the amended and restated Receivables Purchase Agreement, dated as of October 15, 2003 (the “Receivables Purchase Agreement”), between NMAC and the Transferor.

(f) The Trust has been duly formed and is validly existing as a statutory trust and is in good standing under the laws of the state of Delaware, with full power and authority to own its properties and conduct its business as described in the Prospectus, as amended and supplemented, and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or the ownership of its property requires such qualification.

(g) NMAC has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of California with corporate power and authority to own its properties and conduct its business as described in the Prospectus, as amended and supplemented, and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or the ownership of its property requires such qualification, except where the failure to be in good standing would not have a material adverse effect on NMAC’s ability to perform its obligations under (i) the amended and restated Administration Agreement, dated as of October 15, 2003 (the “Administration Agreement” and, together with this Agreement, the Trust Agreement, the Transfer and Servicing Agreement, the Indenture, and the Receivables Purchase Agreement, the “Basic Documents”), among the Trust, NMAC, as administrator, the Owner Trustee and the Indenture Trustee, and (ii) each other Basic Document to which it is a party.

(h) The consummation of the transactions contemplated by the Basic Documents, and the fulfillment of the terms thereof, will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation of any lien, charge, or encumbrance upon any of the property or assets of the Trust, the Transferor or NMAC pursuant to the terms of, any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement, or similar agreement or instrument under which any of the Trust, the Transferor or NMAC is a debtor or guarantor, except where such conflict, breach, default or creation would not have a

material adverse effect on the Trust’s, the Transferor’s or NMAC’s respective ability to perform its obligations under the Basic Documents to which it is a party or the validity or enforceability thereof.

(i) No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required to be obtained or made by any of the Trust, the Transferor or NMAC for the consummation of the transactions contemplated by the Basic Documents except such as have been obtained and made under the Act, such as may be required under state securities laws and the filing of any financing statements required to perfect the Trust’s interest in the Receivables.

(j) None of the Trust, the Transferor or NMAC is in violation of its trust agreement, certificate of incorporation or articles of incorporation, as applicable, or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties are bound which would have a material adverse effect on the transactions contemplated in the Basic Documents or on the Trust’s, the Transferor’s or NMAC’s respective ability to perform its obligations under each Basic Document to which it is a party. The execution, delivery and performance of the Basic Documents and the issuance and sale of the Notes and compliance with the terms and provisions thereof will not, subject to obtaining any consents or approvals as may be required under the securities or “blue sky” laws of various jurisdictions: (i) result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Trust, the Transferor or NMAC or their respective properties or any agreement or instrument to which any of the Trust, the Transferor or NMAC is a party or by which any of the Trust, the Transferor or NMAC is bound or to which any of their respective properties are subject, except where such breach, violation, or default would not have a material adverse effect on the Trust’s, the Transferor’s or NMAC’s respective ability to perform its obligations under each Basic Document to which it is a party or the validity or enforceability thereof, or (ii) conflict with the Trust’s, the Transferor’s or NMAC’s charter or by-laws, and each of the Trust, the Transferor and NMAC has the requisite power and authority to enter into each Basic Document to which it is a party and to consummate the transactions contemplated hereby and thereby.

(k) Each Basic Document to which the Trust, the Transferor and NMAC is a party has been duly authorized, executed and delivered by, and (assuming the due authorization and delivery thereof by the other parties hereto and thereto) constitutes the valid and binding obligation of such party, enforceable against such party in accordance with its respective terms, except as limited by bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general equitable principles, regardless of whether such enforceability is considered in a proceeding in equity or at law.

(l) The Notes have been duly authorized and, when executed and delivered in accordance with the Indenture and delivered against payment therefor pursuant to this Agreement, will be valid and binding obligations of the Trust, enforceable against the

Trust in accordance with their respective terms, except as limited by bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general equitable principles, regardless of whether such enforceability is considered in a proceeding in equity or at law.

(m) There are no legal or governmental proceedings pending to which any of the Trust, the Transferor or NMAC is a party or to which any property of the Trust, the Transferor or NMAC is the subject, and to the knowledge of the Trust, the Transferor and NMAC, as applicable, no such proceedings are threatened or contemplated by governmental authorities or threatened by others, (i) (whether individually or in the aggregate) that are required to be disclosed in the Registration Statement or (ii)(A) asserting the invalidity of all or part of any Basic Document, (B) seeking to prevent the issuance of the Notes, (C) (whether individually or in the aggregate) that would materially and adversely affect the Trust’s, the Transferor’s or NMAC’s obligations under any Basic Document to which it is a party, or (D) (whether individually or in the aggregate) seeking to affect adversely the federal or state income tax attributes of the Notes.

(n) Any taxes, fees and other governmental charges that have been assessed and are known to the Transferor to be due in connection with the execution, delivery and issuance of the Basic Documents shall have been paid by the Trust, the Transferor or NMAC at or prior to the Series 2005-A Issuance Date.

(o) Each of the Trust, the Transferor and NMAC possesses all material licenses, certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies, the absence of which would have a material adverse effect on the ability of the Trust, the Transferor or NMAC, respectively, to perform its duties under each Basic Document to which it is a party, and none of the Trust, the Transferor or NMAC has received notice of proceedings relating to the revocation or modification of any such license, certificate, authorization or permit which, individually or in the aggregate, if the subject of any unfavorable decision, ruling or finding, would materially and adversely affect the ability of the Trust, the Transferor or NMAC to perform its obligations under each Basic Document to which it is a party.

(p) As of the Series 2005-A Issuance Date, each of the Excess Funding Account, the Reserve Account, the Collection Account and the Accumulation Account will be subject to a first-priority security interest in favor of the Indenture Trustee for the benefit of the Noteholders.

(q) As of the Series 2005-A Issuance Date, the Trust (for the benefit of the Noteholders) will have good title, free and clear of all prior liens, charges and encumbrances (other than liens permitted under the Basic Documents), to the Receivables and such other items comprising the corpus of the Trust transferred to the Trust pursuant to the Transfer and Servicing Agreement.

(r) As of the Series 2005-A Issuance Date, each of the Indenture, the Notes and each other Basic Document will conform in all material respects to the description

thereof contained in the Registration Statement and the Prospectus, as then amended and supplemented.

(s) Deloitte & Touche LLP are independent public accountants with respect to the Transferor within the meaning of the Act and the Rules and Regulations.

(t) Neither the Trust nor the Transferor is required to be registered as an “investment company” under the Investment Company Act of 1940, as amended (“1940 Act”).

(u) The representations and warranties of each of the Transferor, the Trust and NMAC in each Basic Document to which it is a party, as applicable, are true and correct in all material respects.

3. Purchase, Sale and Delivery of Notes.

(a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Trust agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, the aggregate principal amounts of the Notes set forth opposite the names of the Underwriters in Schedule 1 hereto.

(b) The Notes are to be purchased by the Underwriters at a purchase price equal to 99.81% of the aggregate principal amount thereof.

(c) Against payment of the purchase price by wire transfer of immediately available funds to the Trust, the Trust will deliver the Notes to the Underwriters at the office of Mayer, Brown, Rowe & Maw LLP, at 350 South Grand Avenue, Los Angeles, California, on July 20, 2005, at 10:00 a.m., New York time, or at such other time not later than seven full business days thereafter as the Underwriters, the Transferor and the Trust determine, such time being herein referred to as the “Series 2005-A Issuance Date.” The Notes to be so delivered will be initially represented by one or more securities registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive securities will be available only under the limited circumstances set forth in the Indenture.

4. Offering by Underwriters. It is understood that the several Underwriters propose to offer the Notes for sale to the public as set forth in the Prospectus.

5. Covenants of the Transferor and the Trust. Each of the Transferor and the Trust, as applicable, covenants and agrees with the several Underwriters that:

(a) To the extent that the Transferor or the Trust has prepared (i) Collateral Term Sheets (as defined in Section 7(a) of this Agreement) that the Underwriters, the Transferor, the Trust or NMAC have provided to a prospective investor, the Trust will file with the Commission such Collateral Term Sheets as an exhibit to a report on Form 8-K within two business days of its receipt thereof or (ii) Structural Term Sheets or

Computational Materials (each as defined in Section 7(a) of this Agreement), the Transferor or the Trust will file or cause to be filed with the Commission a report on Form 8-K containing such Structural Term Sheet and Computational Materials, as soon as reasonably practicable after the date of this Agreement, but in any event, not later than the date on which the Prospectus is made available to the Underwriters in final form.

(b) If the Effective Time is prior to the execution and delivery of this Agreement, each of the Transferor and the Trust will file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b) not later than the second business day following the execution and delivery of this Agreement. If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement and an Additional Registration Statement is necessary to register a portion of the Notes under the Act but the Effective Time thereof has not occurred as of such execution and delivery, each of the Transferor and the Trust will file the Additional Registration Statement or a post-effective amendment thereto, as the case may be, with the Commission pursuant to and in accordance with Rule 424(b). Each of the Transferor and the Trust will advise the Underwriters promptly of any such filing pursuant to Rule 424(b).

(c) The Transferor will advise the Underwriters promptly of any proposal to amend or supplement the registration statement as filed or the related prospectus or the Registration Statement or the Prospectus, and will not effect such amendment or supplementation without the Underwriters’ consent; and the Transferor will also advise the Underwriters promptly of the effectiveness of the Registration Statement (if the Effective Time is subsequent to the execution and delivery of this Agreement) and of any amendment or supplementation of the Registration Statement or the Prospectus and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement and will use its best efforts to prevent the issuance of any such stop order and to lift such stop order as soon as possible, if issued.

(d) The Transferor will arrange for the qualification of the Notes for offering and sale under the securities laws of such jurisdictions in the United States as the Underwriters may reasonably designate and to continue such qualifications in effect so long as necessary under such laws for the distribution of such securities; provided that in connection therewith the Transferor shall not be required to qualify as a foreign corporation to do business, or to file a general consent to service of process, in any jurisdiction.

(e) If, at any time when the delivery of a prospectus shall be required by law in connection with sales of any Notes, either (i) any event shall have occurred as a result of which the Prospectus, as then amended and supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for any other reason it shall be necessary to amend or supplement the Prospectus, the Transferor will promptly notify the Underwriters and will promptly prepare for review by the Underwriters and file with the Commission an amendment or a supplement to the Prospectus which will correct such statement or omission or effect

such compliance. Neither your consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 6 of this Agreement.

(f) The Transferor will cause the Trust to make generally available to Holders as soon as practicable, but not later than fourteen months after the Effective Date, an earnings statement of the Trust covering a period of at least twelve consecutive months beginning after such Effective Date and satisfying the provisions of Section 11(a) of the Act (including Rule 158 promulgated thereunder).

(g) The Transferor will furnish to the Underwriters copies of the Registration Statement (which will include all exhibits), the Preliminary Prospectus, the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Underwriters may from time to time reasonably request.

(h) So long as any of the Notes are outstanding, the Transferor will furnish to the Underwriters copies of all reports or other communications (financial or otherwise) furnished to Holders, and deliver to the Underwriters during such same period (i) as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission and (ii) such additional information concerning the business and financial condition of each of the Transferor and the Trust as the Underwriters may from time to time reasonably request.

(i) The Transferor will pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including (i) the printing (or otherwise reproducing) and filing of the Registration Statement as originally filed and of each amendment thereto; (ii) the preparation, issuance and delivery of the Notes to the Underwriters; (iii) the fees and disbursements of the Transferor’s and NMAC’s counsel and accountants; (iv) the fees of DTC in connection with the book-entry registration of the Notes; (v) the qualification of the Notes under state securities law in accordance with the provisions of Section 5(d) of this Agreement, including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the blue sky survey, if required; (vi) the printing (or otherwise reproducing) and delivery to the Underwriters of copies of all Computational Materials, each Structural Term Sheet, each Collateral Term Sheet, each preliminary prospectus and the Prospectus and any amendments or supplements thereto; (vii) the preparation and filing with the Commission of any term sheet, and any Computational Materials, Structural Term Sheets or Collateral Term Sheets; (viii) the reproducing and delivery to the Underwriters of copies of the blue sky survey; and (ix) the fees charged by any of Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. (“S&P”), for rating the Notes. The Underwriters shall not be responsible for the fees and disbursements of any of the Owner Trustee, the Indenture Trustee or their respective counsel.

(j) Until the retirement of the Notes, or until such time as the Underwriters shall cease to maintain a secondary market in the Notes, whichever occurs first, the

Transferor will deliver to the Underwriters the annual statements of compliance and the annual independent certified public accountants’ reports furnished to the Indenture Trustee pursuant to Article III of the Transfer and Servicing Agreement, as soon as such statements and reports are furnished to the Indenture Trustee.

(k) On or prior to the Series 2005-A Issuance Date, the Transferor shall cause or have caused its and NMAC’s computer records relating to the Receivables to be marked to show the Trust’s absolute ownership of the Receivables, and from and after the Series 2005-A Issuance Date neither the Transferor nor NMAC shall take any action inconsistent with the Trust’s ownership of such Receivables, other than as permitted by the Transfer and Servicing Agreement.

(l) To the extent, if any, that the ratings provided with respect to the Notes by either Moody’s or S&P is conditional upon the furnishing of documents or the taking of any other actions by the Transferor, the Transferor shall furnish, and shall cause NMAC to furnish, such documents and take any such other actions.

6. Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes will be subject to the accuracy of the representations and warranties on the part of each of the Trust, the Transferor and NMAC herein on the date hereof and at the Series 2005-A Issuance Date, to the accuracy of the statements of officers of the Trust, the Transferor and NMAC made pursuant to the provisions hereof, to the performance by the Trust, the Transferor and NMAC of their respective obligations hereunder and to the following additional conditions precedent:

(a) At the time this Agreement is executed and delivered by the Transferor, Deloitte & Touche LLP shall have furnished to the Underwriters a letter dated as of the date of this Agreement substantially in the form of the draft to which the Underwriters previously agreed.

(b) If the Effective Time of the Initial Registration Statement is not prior to the execution and delivery of this Agreement, such Effective Time shall have occurred not later than 10:00 p.m., New York time, on the date of this Agreement or such later date as shall have been consented to by the Underwriters. If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement, the Prospectus and all amendments and supplements thereto shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(b) of this Agreement. If the Effective Time of the Additional Registration Statement (if any) is not prior to the execution and delivery of this Agreement, such Effective Time shall have occurred not later than 10:00 p.m., New York time, on the date of this Agreement or, if earlier, the time the Prospectus is printed and distributed to any Underwriter, or shall have occurred at such later date as shall have been consented to by the Underwriters. Prior to the Series 2005-A Issuance Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Transferor, shall be contemplated by the Commission.

(c) The Underwriters shall have received an officers’ certificate, dated the Series 2005-A Issuance Date, signed by the Chairman of the Board, the President or any Vice President and by a principal financial or accounting officer of the Transferor representing and warranting that, to the best of such officers’ knowledge after reasonable investigation, as of the Series 2005-A Issuance Date:

(i) Each of the representations and warranties of the Transferor in this Agreement is true and correct in all material respects, that the Transferor has complied with all agreements and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder at or prior to the Series 2005-A Issuance Date, that no stop order suspending the effectiveness of any Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the best of their knowledge, are contemplated by the Commission.

(ii) There has been no material adverse change, since the respective dates as of which information is given in the Prospectus, as then amended and supplemented, (except as otherwise set forth therein and exclusive of amendments or supplements after the date hereof), in the condition, financial or otherwise, earnings or business affairs, whether or not arising out of the ordinary course of business, of the Transferor or any of its affiliates (as such term is defined in Rule 501(b) under the Act) (each, an “Affiliate”), or in the ability of such entity to perform its obligations under each Basic Document to which it is a party or by which it may be bound. Except as otherwise indicated by the context, all references to the terms “material” in this Agreement that refer to the Transferor or its Affiliates, or any of them, shall be interpreted in proportion to the business of NMAC and its consolidated subsidiaries, as a whole, and not in proportion to the business of the Transferor or its Affiliate(s) individually.

(d) The Underwriters shall have received an officers’ certificate, dated the Series 2005-A Issuance Date, signed by the Chairman of the Board, the President or any Vice President and by a principal financial or accounting officer of NMAC representing and warranting that, to the best of such officers’ knowledge after reasonable investigation, as of the Series 2005-A Issuance Date:

(i) Each of the representations and warranties of NMAC in this Agreement is true and correct in all material respects, that NMAC has complied with all agreements and satisfied, in all material respects, all conditions on its part to be performed or satisfied hereunder at or prior to the Series 2005-A Issuance Date, that no stop order suspending the effectiveness of any Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the best of their knowledge, are contemplated by the Commission.

(ii) There has been no material adverse change, since the respective dates as of which information is given in the Prospectus, as then amended and supplemented (except as otherwise set forth therein and exclusive of amendments or supplements after the date hereof), in the condition, financial or otherwise, earnings or business affairs, whether or not arising out of the ordinary course of

business, of NMAC or any of its Affiliates, or the ability of such entity to perform its obligations under each Basic Document to which it is a party or by which it may be bound. Except as otherwise indicated by the context, all references to the terms “material” in this Agreement that refer to NMAC (individually or as the Servicer) or its Affiliates, or any of them, shall be interpreted in proportion to the business of NMAC and its consolidated subsidiaries, as a whole, and not in proportion to the business of NMAC or its Affiliate(s) individually.

(e) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Trust, the Transferor, Nissan Motor Co., Ltd., Nissan North America Inc. (“NNA”) or NMAC which, in the judgment of either Underwriter, materially impairs the investment quality of the Notes or makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Notes; (ii) any downgrading in the rating of any debt securities of NNA or any of its direct or indirect subsidiaries by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any such debt securities (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange; (iv) any material disruption in commercial banking, securities entitlement or clearance services in the United States; (v) any banking moratorium declared by federal or New York authorities; or (vi) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of either Underwriter, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Notes.

(f) Sue Derian, Esq., General Counsel of the Transferor and NMAC, or other counsel satisfactory to the Underwriters in its reasonable judgment, shall have furnished to the Underwriters such counsel’s written opinion, dated the Series 2005-A Issuance Date, in substantially the form set forth below, with such changes therein as counsel for the Underwriters shall reasonably agree:

(i) The Transferor is a corporation validly existing under the laws of the State of Delaware with corporate power and authority to own its properties and conduct its business as contemplated in the Prospectus, as then amended or supplemented, and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or the ownership of its property requires such qualification, except where the failure to be in good standing would not have a material adverse effect on the Transferor’s ability to perform its obligations under each Basic Document to which it is a party.

(ii) NMAC is a corporation validly existing under the laws of the State of California with corporate power and authority to own its properties and

conduct its business as contemplated in the Prospectus, as then amended or supplemented, and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or the ownership of its property requires such qualification, except where the failure to be in good standing would not have a material adverse effect on NMAC’s ability to perform its obligations under each Basic Document to which it is a party.

(iii) Each of the Transferor and NMAC has all necessary corporate power and authority to execute, deliver and perform its obligations under each Basic Document to which it is a party.

(iv) The execution and delivery by each of the Transferor and NMAC of each Basic Document to which it is a party and the performance of its obligations thereunder have been duly authorized by all necessary corporate action on the part of the Transferor and NMAC, as applicable, and each Basic Document to which each is a party has been duly executed and delivered by it.

(v) The execution, delivery and performance by each of the Transferor and NMAC of each Basic Document to which it is a party and performance by each of them of their respective obligations hereunder and thereunder will not violate, result in a breach of any of the terms or provisions of, or constitute (with or without notice or lapse of time or both) a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the properties or assets of the Transferor or NMAC (other than as contemplated in the Basic Documents) pursuant to the terms of (A) NMAC’s Articles of Incorporation or the Transferor’s Certificate of Incorporation, (B) NMAC’s and the Transferor’s By-Laws, (C) any material agreement or instrument to which NMAC or the Transferor is a party or by which either NMAC or the Transferor or any of their respective properties is bound, (D) the Delaware General Corporation Law or any statute, rule, regulation or order of any California or federal governmental agency or body or any court having jurisdiction over NMAC, the Transferor or their respective properties or (E) the Notes.

(vi) No authorization, approval, consent, order or permit of any California or federal governmental agency or authority is required on the part of NMAC or the Transferor in connection with the execution and delivery of and performance by NMAC or the Transferor of any Basic Document to which it is a party, except such as may be required under the Act or the Rules and Regulations and state securities laws, and except for such authorizations, approvals or consents (specified in such opinion) as are in full force and effect as of the Effective Date and the Series 2005-A Issuance Date.

(vii) Nothing has come to such counsel’s attention that would cause such counsel to believe that as of the Effective Date and at the Series 2005-A Issuance Date the Registration Statement and the Prospectus, as then amended and supplemented (other than the financial statements and the other accounting information contained therein or omitted therefrom, as to which such counsel

need express no belief) contained or contain any untrue statement of a material fact or omitted or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or that the descriptions therein of statutes and governmental proceedings and contracts and other documents are inaccurate and do not fairly present the information required to be shown therein.

(viii) Such counsel does not know of any contract or other document of a character required to be filed as an exhibit to the Registration Statement or required to be described in the Registration Statement or the Prospectus, as then amended or supplemented, which is not filed or described as required.

(ix) There are no legal or governmental proceedings known by such counsel, or for which the Transferor or NMAC has been served official notice, to be pending to which the Transferor or NMAC is a party or to which any property of the Transferor or NMAC is the subject, and no such proceedings are known by such counsel to be threatened or contemplated by governmental authorities or threatened by others, (A) (whether individually or in the aggregate) that are required to be disclosed in the Registration Statement or (B)(1) asserting the invalidity or unenforceability of all or part of any Basic Document, (2) seeking to prevent the issuance of the Notes, (3) (whether individually or in the aggregate) that would materially and adversely affect the Transferor’s or NMAC’s obligations under any Basic Document to which it is a party, or (4) (whether individually or in the aggregate) seeking to affect adversely the federal or state income tax attributes of the Notes.

(x) The Transferor has duly authorized and executed the written order to the Owner Trustee to execute and deliver the issuer order to the Indenture Trustee to authenticate the Notes.

(xi) Such counsel is familiar with NMAC’s standard operating procedures relating to the perfected first priority security interest granted to NMAC by the Dealers in the Vehicles and the Receivables and the perfected security interest in other Collateral (which security interest may be subordinate) in the ordinary course of NMAC’s business and relating to the sale by NMAC to the Transferor of such Receivables and such security interests in the ordinary course of NMAC’s and the Transferor’s businesses. Assuming that NMAC’s standard procedures are followed with respect to the perfection of security interests in the Vehicles, the Receivables and the security interest in the other Collateral (which security interest may be subordinate) (and such counsel has no reason to believe that NMAC has not or will not continue to follow its standard procedures in connection with the perfection of security interests in the Vehicles and the Receivables and the subordinated security interest in the other Collateral), NMAC has acquired or will acquire a perfected first priority security interest in the Vehicles and the Receivables and a perfected security interest in the other Collateral (which security interest may be subordinate).

(xii) Each of the Transferor and NMAC has obtained all necessary governmental licenses and governmental approvals under the federal law of the United States and the laws of the State of California to conduct their respective businesses where the failure to obtain such licenses and approvals would render any material part of the corpus of the Trust unenforceable or would materially and adversely affect the ability of either the Transferor or NMAC to perform any of their respective obligations under, or the enforceability of, any of the Basic Documents.

(g) Mayer, Brown, Rowe & Maw LLP, special counsel to the Transferor and NMAC, shall have furnished to the Underwriters their written opinion, dated as of the Series 2005-A Issuance Date, in substantially the form set forth below, with such changes therein as counsel for the Underwriters shall reasonably agree:

(i) The execution and delivery by each of the Transferor and NMAC of each Basic Document to which the Transferor or NMAC, as applicable, is a party have been duly authorized by all necessary action on the part of the Transferor or NMAC, respectively

(ii) Each of the Basic Documents to which the Transferor or NMAC, as applicable, is a party has been duly executed and delivered by and on behalf of the Transferor or NMAC, respectively.

(iii) Each of the Administration Agreement, the Transfer and Servicing Agreement, the Indenture and the Receivables Purchase Agreement to which the Transferor, the Trust or NMAC, as applicable, is a party constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms. Administration Agreement” and, together with this Agreement, the Trust Agreement, the Transfer and Servicing Agreement, the Indenture, and the Receivables Purchase Agreement, the “Basic Documents”

(iv) Each of the Notes is in due and proper form, and when executed, authenticated and delivered as specified in the Indenture, and delivered against payment of the consideration specified in this Agreement, each of the Notes will be validly issued and outstanding, will constitute the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, and will be entitled to the benefits of the Indenture.

(v) Neither the Transferor nor the Trust is an investment company required to be registered under the 1940 Act.

(vi) No filing or other action is necessary to perfect the Trust’s pledge to the Indenture Trustee and the grant in favor of the Indenture Trustee of any security interest in favor of NMAC in the Vehicles securing the Receivables.

(vii) The Receivables constitute “tangible chattel paper,” “accounts,” “payment intangibles” or “promissory notes,” within the meaning of Section 9

102 of the California Uniform Commercial Code and the New York Uniform Commercial Code.

(viii) For federal income tax purposes the Notes will be characterized as debt, and the Trust will not be classified as an association or a publicly traded partnership taxable as a corporation for federal or California income and franchise tax purposes.

(ix) The statements in the Base Prospectus under the captions “MATERIAL LEGAL ASPECTS OF THE RECEIVABLES” and “ERISA CONSIDERATIONS” and the statements in the Prospectus Supplement under the caption “ERISA CONSIDERATIONS” to the extent that they constitute matters of law or legal conclusions with respect thereto, have been reviewed by such counsel and are correct in all material respects.

(x) The statements in the Prospectus Supplement under the caption “MATERIAL FEDERAL INCOME TAX CONSEQUENCES” and in the Base Prospectus under the captions “MATERIAL FEDERAL INCOME TAX CONSEQUENCES” and “STATE AND LOCAL TAX CONSEQUENCES,” to the extent that they constitute matters of law or legal conclusions relating to the federal laws of the United States or the laws of the State of California with respect thereto, have been reviewed by such counsel and are correct in all material respects.

(xi) The execution and delivery by each of the Transferor and NMAC of each Basic Document to which the Transferor or NMAC, as applicable, is a party does not, and the consummation by the Transferor and NMAC, respectively, of the transactions contemplated thereby to occur on the date of the opinion will not, require any consent, authorization or approval of, the giving of notice to or registration with any governmental entity, except such as may have been made and such as may be required under the federal securities laws, the blue sky laws of any jurisdiction or the Uniform Commercial Code of any state; provided that such counsel expresses no opinion with respect to any orders, consents, permits, approvals, filings or licenses related to the authority to sell motor vehicles, originate dealer floorplan contracts or service dealer floorplan contracts or as may be required by any regional or local governmental authority or under any foreign or state securities laws.

(xii) To the knowledge of such counsel, there are no actions, proceedings or investigations, pending or threatened, to which the Transferor, NMAC or the Trust is a party or of which any property of the Transferor, NMAC or the Trust is the subject, required to be disclosed in the Registration Statement, other than those disclosed therein, (A) asserting the invalidity of any Basic Document or the Notes, (B) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by any Basic Document or (C) seeking adversely to affect the federal income tax attributes of the Notes as described in the Prospectus Supplement under the heading “MATERIAL

FEDERAL INCOME TAX CONSEQUENCES” or the Base Prospectus under the heading “MATERIAL FEDERAL INCOME TAX CONSEQUENCES” or the California income tax attributes of the Notes.

(xiii) To the knowledge of such counsel, there are no actions, proceedings or investigations, pending or threatened, to which the Trust is a party or of which any property of the Trust is the subject, that would, if determined adversely to the Trust, materially and adversely affect the performance by the Trust of its obligations under, or the validity or enforceability of, any Basic Document or the Notes.

(xiv) At the time of the execution and delivery of (A) the Receivables Purchase Agreement, NMAC had the corporate power and corporate authority to transfer the Receivables and such other property being transferred to the Transferor pursuant to the Receivables Purchase Agreement and (B) the Transfer and Servicing Agreement, the Transferor had the corporate power and corporate authority to transfer the Receivables and such other property being transferred to the Owner Trustee on behalf of the Trust pursuant to the Transfer and Servicing Agreement and to cause the transfer of the Notes to the Underwriters.

(xv) Each of the Administration Agreement, the Trust Agreement, the Transfer and Servicing Agreement, the Indenture, the Receivables Purchase Agreement and the Notes conform in all material respects to the respective descriptions thereof contained in the Registration Statement and the Prospectus, as then amended or supplemented.

(xvi) Neither the Trust Agreement nor the Transfer and Servicing Agreement is required to be qualified under the 1939 Act.

(xvii) The Indenture has been duly qualified under the 1939 Act, and complies as to form with the 1939 Act and the rules and regulations of the Commission thereunder.

(xviii) Each of the Registration Statement, as of its effective date, and the Prospectus, as of the date of the Prospectus Supplement, complied as to form in all material respects with the requirements of the Act and the Rules and Regulations, except that (i) such counsel expresses no opinion as to the financial and statistical data included therein or excluded therefrom or the exhibits to the Registration Statement and (ii) except as and to the extent set forth in (xi) and (xv) above, such counsel does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus.

(xix) The Registration Statement has become effective under the Act, and the Prospectus has been filed with the Commission pursuant to Rule 424(b) under the Act in the manner and within the time period required by Rule 424(b). To the best of such counsel’s knowledge, no stop order suspending the

effectiveness of the Registration Statement and no proceedings for that purpose have been instituted or threatened by the Commission.

(xx) The execution and delivery by each of NMAC and the Transferor of each Basic Document to which NMAC and the Transferor, as applicable, is a party, and the consummation by each of the transactions contemplated thereby, will not violate any applicable law, statute or governmental rule or regulation.

(xxi) The Transferor has duly authorized and executed the written order to the Owner Trustee to execute and deliver the issuer order to the Indenture Trustee to authenticate the Notes.

In addition, such counsel shall state that such counsel has reviewed the Registration Statement and the Prospectus and participated in conferences with officers and other representatives of the Transferor and NMAC, representatives of their independent public accountants, representatives of the Underwriters and their counsel, at which the contents of the Registration Statement and the Prospectus and related matters were discussed. The purpose of such counsel’s professional engagement was not to establish or confirm factual matters set forth in the Registration Statement and the Prospectus, and such counsel has not undertaken any obligation to verify independently any of the factual matters set forth in the Registration Statement and the Prospectus. Moreover, many of the determinations required to be made in the preparation of the Registration Statement and the Prospectus involve matters of a non-legal nature. Subject to the foregoing, such counsel confirms to the Underwriters that, on the basis of the information such counsel gained in the course of performing the services referred to above, nothing came to such counsel’s attention that caused such counsel to believe that the Registration Statement, on the effective date thereof, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as of the date of the Prospectus Supplement, and as of the Series 2005-A Issuance Date, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that such counsel does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and the Prospectus (except, to the extent set forth in paragraphs II.I and II.J of its opinion, to be delivered on the Series 2005-A Issuance Date, with respect to certain corporate matters). In addition, such counsel does not express any belief with respect to (i) the financial statements or notes thereto, or the other financial, statistical or accounting data contained in or omitted from the Registration Statement or the Prospectus, or (ii) the Indenture Trustee’s Statement of Eligibility on Form T-1.

Such counsel’s opinions as to the legal, valid and binding nature and enforceability of any agreement or instrument are subject to (i) the effect of any applicable bankruptcy, insolvency, fraudulent conveyance or similar law affecting creditors’ rights generally, and (ii) to general principles of equity (regardless of whether considered in a proceeding in equity or at law), including concepts of commercial

reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief. In addition, such counsel expresses no opinion regarding: (i) any severability provision in the Basic Documents; or (ii) any provision of any Basic Documents that purports to (a) appoint any person as the attorney-in-fact of any other person, (b) provide that all rights or remedies of any party are cumulative and may be enforced in addition to any other right or remedy and that the election of a particular remedy does not preclude recourse to one or more remedies, (c) permit set-off in the absence of mutuality between the parties, (d) confer subject matter jurisdiction on a federal court to adjudicate any controversy in any situation in which such court would not have subject matter jurisdiction, or (e) waive the right to jury trial or any right to object to the laying of venue or any claim that an action or proceeding has been brought in an inconvenient forum. The opinions of such counsel with respect to any agreement of the Transferor or NMAC to indemnify any person (including by way of contribution) are subject to the qualifications that any indemnity obligation may be limited by public policy considerations and may be subject to defenses available to sureties arising from actions of the indemnified party.

(h) Mayer, Brown, Rowe & Maw LLP or such counsel as may be acceptable to the underwriters, shall have furnished their written opinion, dated the Series 2005-A Issuance Date, with respect to the characterization of the transfer of the Receivables by NMAC to the Transferor and with respect to other bankruptcy and perfection of security interest matters, and such opinion shall be in substantially the form previously discussed with the Underwriters and their counsel and in any event satisfactory in form and in substance to the Underwriters and their counsel.

(i) You shall have received an opinion of Orrick, Herrington & Sutcliffe LLP, counsel to the Underwriters, dated the Series 2005-A Issuance Date, with respect to the validity of the Notes and such other related matters as the Underwriters shall require, and the Transferor shall have furnished or caused to be furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters.

(j) You shall have received an opinion addressed to you, the Transferor and NMAC of Richards, Layton & Finger, counsel to the Trust and the Owner Trustee, dated the Series 2005-A Issuance Date and satisfactory in form and substance to the Underwriters and their counsel, to the effect that:

(i) The Owner Trustee is duly incorporated, validly existing and in good standing as a banking corporation under the laws of the State of Delaware.

(ii) The Owner Trustee has power and authority to execute, deliver and perform its obligations under the Trust Agreement and to consummate the transaction contemplated thereby.

(iii) The Trust Agreement has been duly authorized, executed and delivered by the Owner Trustee and constitutes a legal, valid and binding obligation of the Owner Trustee, enforceable against the Owner Trustee in

accordance with its terms, except as the enforceability thereof may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, receivership, fraudulent transfer and similar laws relating to or affecting the rights and remedies of creditors generally, (b) principles of equity, including applicable law relating to fiduciary duties (regardless of whether considered and applied in a proceeding in equity or at law) or (c) the effect of applicable public policy on the enforceability of provisions relating to indemnification and rights of contribution.

(iv) Neither the execution or delivery by the Owner Trustee of the Trust Agreement nor the consummation by the Owner Trustee of any of the transactions contemplated thereby nor compliance by the Owner Trustee with the terms or provisions of the Trust Agreement will violate (a) any Delaware or United States federal law, rule or regulation governing the trust powers of the Owner Trustee or (b) the Owner Trustee’s certificate of incorporation or bylaws or require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any governmental authority or agency under the laws of the State of Delaware or the United States governing the trust powers of the Owner Trustee other than the filing of the Trust’s Certificate of Trust with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”).

(v) The Trust’s Certificate of Trust has been duly filed with the Delaware Secretary of State. The Trust has been duly formed and is validly existing as a statutory trust and is in good standing under the Delaware Statutory Trust Act, 12 Del. C. §3801, et seq. (the “Trust Act”), and has the power and authority under the Trust Agreement and the Trust Act to execute, deliver and perform its obligations under each Basic Document to which it is a party, to issue the Notes and to pledge the Collateral to the Indenture Trustee as security for the Notes under the Indenture.

(vi) The Notes and each Basic Document to which the Trust is a party have been duly authorized, executed and delivered by the Trust.

(vii) The Trust Agreement is a legal, valid and binding obligation of the Transferor, enforceable against the Transferor in accordance with its terms, except as the enforceability thereof may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, receivership, fraudulent transfer and similar laws relating to or affecting the rights and remedies of creditors generally, (b) principles of equity, including applicable law relating to fiduciary duties (regardless of whether considered and applied in a proceeding in equity or at law) or (c) the effect of applicable public policy on the enforceability of provisions relating to indemnification and rights of contribution.

(viii) Neither the execution, delivery or performance by the Trust of each Basic Document to which the Trust is a party, nor the consummation by the Trust is any of the transactions contemplated thereby, requires the consent or approval of, the withholding of objection on the part of, the giving of notice to,

the filing, registration or qualification with, or the taking of any other action in respect of, any governmental authority or agency of the State of Delaware, other than the filing of the Trust’s Certificate of Trust with the Delaware Secretary of State.

(ix) Neither the execution, delivery or performance by the Trust of each Basic Document to which the Trust is a party, nor the consummation by the Trust of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust.

(x) Under Section 3805(c) of the Trust Act, except to the extent otherwise provided in the Trust Agreement, a Certificateholder (including the Transferor in its capacity as such) has no interest in specific Trust property.

(xi) Assuming that the Trust will be characterized as a grantor trust under Subpart E, Part I of Subchapter J of the Code, and the Certificates are treated as representing an undivided interest in the assets of the Trust (i) neither the Trust nor any of its assets will be subject to income taxation by the State of Delaware and (ii) a Certificateholder that would not be subject to taxation by the State of Delaware but for its ownership of Certificates in the Trust, will not be subject to such taxation as a result of such ownership. Further, purchasers not otherwise subject to taxation in Delaware will not be subject to taxation in Delaware solely because of the purchase or ownership of the Notes.

(xii) (A) The financing statement on form UCC-1, naming (1) Nissan Wholesale Receivables Corporation II (“NWRC II”) as debtor, the Trust as assignor secured party and the Indenture Trustee, as secured party, filed with the Delaware Secretary of State (Uniform Commercial Code Section) (“the Division”) is in an appropriate form for filing in the State of Delaware. (B) To the extent that Article 9 of the Uniform Commercial Code as in effect in the State of Delaware (the “Delaware UCC”) is applicable (without regard to conflict of laws principles), upon the filing of such financing statement with the Division, the Trust had and continues to have a perfected security interest in NWRC II’s rights in that portion of the Receivables in which a security interest may be perfected by the filing of a UCC financing statement with the Division (the “Filing Collateral”) and the proceeds thereof (as defined in Section 9-102(a)(64) of the Delaware UCC). (C) The certified copy of the Certificate of Request (the “Search Report”) obtained from the Division, reflecting the results of a Uniform Commercial Code search in the office of the Secretary of State against NWRC II, listing all currently effective financing statements filed against NWRC II as of the date and time set forth therein (the “Effective Time”), sets forth the proper filing office and the proper debtor necessary to identify those Persons who under the Delaware UCC have on file financing statements against NWRC II covering the Filing Collateral, as of the Effective Time. Except for JPMorgan Chase Bank, the Search Report identifies no secured party who has on file with the Division a currently effective

financing statement naming the Transferor as debtor and describing the Filing Collateral prior to the Effective Time.

(xiii) (A) The financing statement on form UCC-1, naming (1) the Trust as debtor and the Indenture Trustee, as secured party, filed with the Division is in an appropriate form for filing in the State of Delaware (B) To the extent that the Delaware UCC is applicable (without regard to conflict of laws principles), upon the filing of such financing statement with the Division, the Indenture Trustee had and continues to have a perfected security interest in Trust’s rights in that portion of the Receivables that may be perfected by the filing of a UCC financing statement with the Division (the “Trust Filing Collateral”) and the proceeds thereof (as defined in Section 9-102(a)(64) of the Delaware UCC). (C) The certified copy of the Search Report obtained from the Division, reflecting the results of a Uniform Commercial Code search in the office of the Secretary of State against the Trust, listing all currently effective financing statements filed against the Trust as of the date and time set forth therein (the “Trust UCC Effective Time”), sets forth the proper filing office and the proper debtor necessary to identify those Persons who under the Delaware UCC have on file financing statements against the Trust covering the Trust Filing Collateral, as of the Trust UCC Effective Time. Except for JPMorgan Chase Bank, the Search Report identifies no secured party who has on file with the Division a currently effective financing statement naming the Trust as debtor and describing the Trust Filing Collateral prior to the Effective Time.

(k) You shall have received an opinion of counsel to the Indenture Trustee, dated the Series 2005-A Issuance Date and satisfactory in form and substance to the Underwriters and their counsel, to the effect that:

(i) The Indenture Trustee is a banking association and is validly existing under the laws of the State of New York.

(ii) The Indenture Trustee has the requisite power and authority to execute and deliver each Basic Document to which it is a party and perform its obligations under each Basic Document to which it is a party and has taken all action necessary to authorize the execution, delivery and performance by it of each Basic Document to which it is a party.

(iii) Each Basic Document to which the Indenture Trustee is a party has been duly executed and delivered by the Indenture Trustee and constitutes a legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general equitable principles, regardless of whether such enforceability is considered in a proceeding in equity or at law.

(iv) The Notes delivered on the date of such opinion of counsel have been duly authenticated by the Indenture Trustee in accordance with the terms of the Basic Documents.

(l) The Underwriters shall have received an officer’s certificate dated the Series 2005-A Issuance Date of the Chairman of the Board, the President or any Vice President and by a principal financial or accounting officer of each of the Transferor and NMAC in which each such officer shall state that, to the best of such officer’s knowledge after reasonable investigation, the representations and warranties of the Transferor or NMAC, as applicable, contained in the Transfer and Servicing Agreement and the representations and warranties of NMAC or the Transferor, as applicable, contained in the Receivables Purchase Agreement are true and correct in all material respects and that the Transferor or NMAC, as applicable, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under such agreements at or prior to the Series 2005-A Issuance Date in all material respects.

(m) The Notes shall have been rated in the highest rating category by Moody’s and S&P.

(n) On or prior to the Series 2005-A Issuance Date, the Trust, the Transferor and NMAC shall have furnished to the Underwriters such further certificates and documents as the Underwriters shall reasonably have required.

7. Indemnification and Contribution.

(a) The Transferor, the Trust and NMAC shall, jointly and severally, indemnify and hold each Underwriter and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Securities Exchange Act of 1934, as amended (each a “Control Person”), harmless against any losses, claims, damages or liabilities, joint or several, to which such Underwriter or Control Person may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, each Collateral Term Sheet, each Structural Term Sheet, all Computational Materials, the Preliminary Prospectus, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter and Control Person for any legal or other expenses reasonably incurred by such Underwriter or Control Person in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that none of the Transferor, the Trust and NMAC will be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with information furnished to the Transferor, the Trust or NMAC by any Underwriter specified in the last sentence of subsection (b) below specifically for use

therein; provided, further, that none of the Transferor, the Trust and NMAC shall be liable under this subsection (a) to any Underwriter to the extent that such losses, claims, damages or liabilities arise out of or are based upon an untrue statement or omission made in a Collateral Term Sheet, a Structural Term Sheet, Computational Materials or the Preliminary Prospectus that is subsequently corrected in the Prospectus (or any amendment or supplement thereto) made available to such Underwriter within a reasonable time period, if the person asserting such loss, claim, damage or liability was not sent or given the Prospectus, as then amended or supplemented (excluding documents incorporated by reference therein), on or prior to the confirmation of the sale of the Notes; and provided, further, that none of the Transferor, the Trust and NMAC shall be liable to any Underwriter or any Control Person under the indemnity agreement in this subsection (a) with respect to any of such documents to the extent that any such loss, claim, damage or liability of such Underwriter or such Control Person results from the fact that such Underwriter sold Notes to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus or of the Prospectus as then amended or supplemented (excluding documents incorporated by reference therein), whichever is most recent, if the Transferor, the Trust or NMAC has previously furnished copies thereof to such Underwriter within a reasonable time period.

The terms “Collateral Term Sheet” and “Structural Term Sheet” shall have the respective meanings assigned to them in the February 13, 1995 letter of Cleary, Gottlieb, Steen & Hamilton on behalf of the Public Securities Association (which letter, and the Commission’s response thereto, were publicly available February 17, 1995). The term “Collateral Term Sheet” as used herein includes any subsequent Collateral Term Sheet that reflects a substantive change in the information presented. The term “Computational Materials” has the meaning assigned to it in the May 17, 1994 letter of Brown & Wood LLP on behalf of Kidder, Peabody & Co., Inc. (which letter, and the Commission’s response thereto, were publicly available May 20, 1994).

(b) Each Underwriter shall, severally and not jointly, indemnify and hold harmless the Transferor, the Trust and NMAC against any losses, claims, damages or liabilities to which the Transferor, the Trust or NMAC may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, each Collateral Term Sheet, each Structural Term Sheet, all Computational Materials, the Prospectus, the Preliminary Prospectus or any amendment or supplement thereto, or any related preliminary prospectus, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with information furnished to the Transferor, the Trust or NMAC by such Underwriter specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by the Transferor, the Trust or NMAC in connection with investigating or defending any such action or claim as such expenses are incurred. The Transferor, the Trust and NMAC acknowledge and agree that the only such information furnished to the Transferor, the Trust or NMAC by any Underwriter consists of the following: the statements in the third paragraph (concerning

initial offering prices, concessions and reallowances) and in the fourth, fifth, sixth and seventh paragraphs (concerning stabilizing and other activities) under the heading “Underwriting” in the Prospectus Supplement.

(c) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnity may be sought pursuant to either of the two preceding paragraphs, such person (the “Indemnified Party”) shall promptly notify the person against whom such indemnity may be sought (the “Indemnifying Party”) in writing of the commencement thereof, but the omission to so notify the Indemnifying Party will not relieve it from any liability which it may have to any Indemnified Party otherwise than under such preceding paragraphs, and with respect to such preceding paragraphs, any such omission shall not relieve it from any liability except to the extent it has been materially prejudiced by such omission. In case any such action is brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participate therein and, to the extent that it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel satisfactory to such Indemnified Party (who may be counsel to the Indemnifying Party) and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof and after acceptance of counsel by the Indemnified Party, the Indemnifying Party will not be liable to such Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel to the Indemnified Party) that there may be legal defenses available to it or other Indemnified Parties that are different from or in addition to those available to the Indemnifying Party, (iii) a conflict or potential conflict exists (based upon advice of counsel to the Indemnified Party) between the Indemnified Party and the Indemnifying Party (in which case the Indemnifying Party will not have the right to direct the defense of such action on behalf of the Indemnified Party) or (iv) the Indemnifying Party has elected to assume the defense of such proceeding but has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Party. The Indemnifying Party shall not, with respect to any action brought against any Indemnified Party, be liable for the fees and expenses of more than one firm (in addition to any local counsel) for all Indemnified Parties, and all such fees and expenses shall be reimbursed within a reasonable period of time as they are incurred. Any separate firm appointed for the Underwriters and any Control Person in accordance with this subsection (c) shall be designated in writing by an Underwriter, and any such separate firm appointed for the Transferor, the Trust or NMAC, its respective directors, officers who sign the Registration Statement and Control Persons in accordance with this subsection (c) shall be designated in writing by the Transferor, the Trust or NMAC, as the case may be. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent, with respect to an action of which the Indemnifying Party was notified and had the opportunity to

participate in (whether or not it chose to so participate), the Indemnifying Party agrees to indemnify any Indemnified Party from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse the Indemnified Party for fees and expenses of counsel as contemplated by the fourth sentence of this paragraph, the Indemnifying Party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such Indemnifying Party of the aforesaid request, and during such 60 day period the Indemnifying Party has not responded thereto, and (ii) such Indemnifying Party shall not have reimbursed the Indemnified Party in accordance with such request prior to the date of such settlement. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceeding which release does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party without the consent of the Indemnified Party.

(d) If the indemnification provided for in this Section is unavailable or insufficient to hold harmless an Indemnified Party under subsection (a) or (b) above, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above in such proportion as is appropriate to reflect the relative benefits received by the Transferor, the Trust and NMAC on the one hand and the Underwriters on the other from the offering of the Notes. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each Indemnifying Party shall contribute to such amount paid or payable by such Indemnified Party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Transferor, the Trust and NMAC on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits received by the Transferor, the Trust and NMAC on the one hand and the Underwriters on the other shall be deemed to be in the same proportion that the total net proceeds from the offering (before deducting expenses) received by the Transferor, the Trust and NMAC bear to the total underwriting discounts and commissions received by the Underwriters. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Transferor, the Trust or NMAC or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Transferor, the Trust, NMAC and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to above in this subsection (d). The amount paid by an Indemnified Party as a result of the losses, claims, damages or liabilities referred to above in this subsection (d) shall be deemed to

include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any action or claim which is the subject of this subsection (d). Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Notes underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint.

(e) The obligations of the Transferor, the Trust and NMAC under this Section shall be in addition to any liability which the Transferor, the Trust or NMAC may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each director of the Transferor, the Trust or NMAC, to each officer of the Transferor, the Trust or NMAC who has signed the Registration Statement and to each person, if any, who controls the Transferor or NMAC within the meaning of the Act.

(f) The Trust’s obligations pursuant to this Section 7 shall be subordinated to its obligations to make payments on the Notes and the notes of any other series issued by it and will only be paid to the extent of available funds.

8. Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Trust, the Transferor, NMAC or their respective officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation or statement as to the results thereof made by or on behalf of any Underwriter, the Transferor or NMAC or any of their respective representatives, officers or directors or any Control Person, and will survive delivery of and payment for the Notes. If this Agreement is terminated pursuant to Section 9 of this Agreement or if for any reason the purchase of the Notes by the Underwriters is not consummated, the Transferor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 of this Agreement, and the respective obligations of the Transferor and the Underwriters pursuant to Section 7 of this Agreement shall remain in effect. If the purchase of the Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 of this Agreement, the Transferor will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Notes.

9. Failure to Purchase the Notes. If any Underwriter or Underwriters default on their obligations to purchase Notes hereunder and the aggregate principal amount of Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed

10% of the total principal amount of such Notes, each Underwriter may make arrangements satisfactory to the Trust for the purchase of such Notes by other persons, including the nondefaulting Underwriter or Underwriters, but if no such arrangements are made by the Series 2005-A Issuance Date, the nondefaulting Underwriter or Underwriters shall be obligated, in proportion to their commitments hereunder, to purchase the Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes, as applicable, and arrangements satisfactory to the nondefaulting Underwriter or Underwriters and the Trust for the purchase of such Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Transferor, except as provided in Section 8 of this Agreement.

As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter or Underwriters from liability for its default.

10. Notices. All communications hereunder will be in writing and, if sent to either Underwriter or the Underwriters will be mailed, delivered or sent by facsimile transmission and confirmed to Morgan Stanley & Co. Incorporated, 1585 Broadway, 10th Floor, New York, NY 10036, Attention: Jack Kattan (facsimile number ###-###-####) with a copy to Michelle Wilke, 1585 Broadway 38th floor, New York, NY 10036, Attention: Michelle Wilke (facsimile number ###-###-####) and to ABN AMRO Incorporated, 55 East 52nd Street New York, New York 10055, Attention: Brad Dansker (facsimile number ###-###-####); and if sent to the Transferor, will be mailed, delivered or sent by facsimile transmission and confirmed to it at Nissan Wholesale Receivables Corporation II, 990 West 190th Street, Torrance, California 90502-10l9, attention of the Assistant Secretary (facsimile number (310) ###-###-####).

11. No Bankruptcy Petition. Each Underwriter agrees that, prior to the date which is one year and one day after the payment in full of all securities issued by the Trust, the Transferor or by a trust for which the Transferor was the depositor, which securities were rated by any nationally recognized statistical rating organization, it will not institute against, or join any other person in instituting against, the Trust or the Transferor any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any federal or state bankruptcy or similar law.

12. Successors. This Agreement will inure to the benefit of and be binding upon the Underwriters and the Transferor and their respective successors and the officers and directors and Control Persons referred to in Section 7 of this Agreement, and no other person will have any right or obligations hereunder.

13. [Reserved].

14. Representations and Warranties of Underwriters. With respect to any offers or sales of the Notes outside the United States (and solely with respect to any such offers and sales) each Underwriter severally and not jointly makes the following representations and warranties:

(a) Each Underwriter represents and agrees that it will comply with all applicable laws and regulations in each jurisdiction in which it purchases, offers or sells the Notes or possesses or distributes the Prospectus or any other offering material and will obtain any consent, approval or permission required by it for the purchase, offer or sale by it of Notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers or sales and neither the Transferor or NMAC shall have any responsibility therefor;

(b) No action has been or will be taken by such Underwriter that would permit public offering of the Notes or possession or distribution of any offering material in relation to the Notes in any jurisdiction where action for that purpose is required unless the Transferor or NMAC has agreed to such actions and such actions have been taken;

(c) Each Underwriter represents and agrees that it will not offer, sell or deliver any of the Notes or distribute any such offering material in or from any jurisdiction except under circumstances that will result in compliance with applicable laws and regulations and that will not impose any obligation on the Transferor or NMAC or the Underwriters;

(d) Such Underwriter acknowledges that it is not authorized to give any information or make any representation in relation to the Notes other than (i) oral communications that are consistent with the Prospectus and would not cause the Trust, the Transferor or NMAC to incur liability, (ii) those contained or incorporated by reference in the Prospectus for the Notes and (iii) such additional information, if any, as the Transferor or NMAC shall, in writing, provide to and authorize such Underwriter so to use and distribute to actual and potential purchasers of the Notes;

(e) Each Underwriter represents and agrees that it has not offered or sold and will not offer or sell, prior to the date six months after their date of issuance, any of the Notes to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances that have not resulted in and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 (as amended);

(f) Each Underwriter has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (“FSMA”) with respect to anything done by such Underwriter in relation to the Notes in, from or otherwise involving the United Kingdom; and

(g) Each Underwriter will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any securities in circumstances in which Section 21(1) of the FSMA does not apply to the Trust.

15. Applicable Law. This Agreement shall be governed by, and 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).

16. Counterparts. This Agreement may be executed by each of the parties hereto in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

17. Acknowledgment. Each of the Trust, the Transferor and NMAC hereby acknowledges that in connection with the offering of the Notes and the transactions related thereto, as contemplated herein and in the other Basic Documents, and the discussions and negotiations of the purchase price thereof set forth in this Agreement: (a) the Underwriters have acted at arms length, are not agents of or advisors to, and owe no fiduciary duties to, any of the Trust, the Transferor or NMAC or any other Person, (b) the Underwriters owe the Trust, the Transferor and NMAC only those contractual duties as are set forth in this Agreement and (c) the Underwriters may have interests that differ from those of any of the Trust, the Transferor or NMAC. Each of the Trust, the Transferor and NMAC hereby waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Notes and the transactions related thereto, as contemplated herein and in the other Basic Documents, including the discussions and negotiations of the purchase price thereof set forth in this Agreement.

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If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon it will become a binding agreement between the Trust, the Transferor, NMAC and the several Underwriters in accordance with its terms.


		Very truly yours,

		NISSAN MASTER OWNER TRUST RECEIVABLES

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

		By		/s/ Michele C. Hara

				Authorized Signatory

		NISSAN WHOLESALE RECEIVABLES
		CORPORATION II

		By:		/s/ Kazuhiko Kazama

		Name:		Kazuhiko Kazama
		Title:		Treasurer

		NISSAN MOTOR ACCEPTANCE
		CORPORATION

		By:		/s/ Kazuhiko Kazama

		Name:		Kazuhiko Kazama
		Title:		Treasurer

Nissan 2005-A Underwriting Agreement

The foregoing Underwriting Agreement is
hereby confirmed and accepted as of
the date first above written:

MORGAN STANLEY & CO. INCORPORATED


By:		/s/ Peter Chai

Name:		Peter Chai
Title:		Managing Director

ABN AMRO INCORPORATED


By:		/s/ Brad Dansker

Name:		Brad Dansker
Title:		Managing Director

Nissan 2005-A Underwriting Agreement

SCHEDULE 1


	Principal Amount
	of
Underwriter	2005-A Notes
Morgan Stanley & Co. Incorporated	$	400,000,000

ABN AMRO Incorporated	$	400,000,000

Total	$	800,000,000


1.	INTRODUCTORY	1
2.	REPRESENTATIONS AND WARRANTIES OF THE TRUST, THE TRANSFEROR AND THE NMAC	1
3.	PURCHASE, SALE AND DELIVERY OF NOTES	7
4.	OFFERING BY UNDERWRITERS	7
5.	COVENANTS OF THE TRANSFEROR AND THE TRUST	7
6.	CONDITIONS OF THE OBLIGATIONS OF THE UNDERWRITERS	10
7.	INDEMNIFICATION AND CONTRIBUTION	24
8.	SURVIVAL OF CERTAIN REPRESENTATIONS AND OBLIGATIONS	28
9.	FAILURE TO PURCHASE THE NOTES	28
10.	NOTICES	28
11.	NO BANKRUPTCY PETITION	29
12.	SUCCESSORS	29
13.	[RESERVED]	29
14.	REPRESENTATIONS AND WARRANTIES OF UNDERWRITERS	29
15.	APPLICABLE LAW	30
16.	COUNTERPARTS	30
17.	ACKNOWLEDGMENT	30