<PAGE>   1

                                                                     EXHIBIT 4.1


                   NISSAN AUTO RECEIVABLES ____-_ OWNER TRUST
                           (a Delaware Business Trust)

                      AMENDED AND RESTATED TRUST AGREEMENT

                                     between


                      [NISSAN AUTO RECEIVABLES CORPORATION]
                    [NISSAN AUTO RECEIVABLES CORPORATION II],
                                  as Depositor,


                                       and

                                [______________],
                                as Owner Trustee


                          Dated as of [______________]



<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                      PAGE
<S>                                                                                                                   <C>
                                                            ARTICLE I

                                                           DEFINITIONS

SECTION 1.01  Definitions...............................................................................................1
SECTION 1.02  Usage of Terms............................................................................................4

                                                           ARTICLE II

                                                       CREATION OF TRUST

SECTION 2.01  Creation of Trust.........................................................................................5
SECTION 2.02  Office....................................................................................................5
SECTION 2.03  Purposes and Powers.......................................................................................5
SECTION 2.04  Power of Attorney.........................................................................................6
SECTION 2.05  Declaration of Trust......................................................................................6
SECTION 2.06  Liability of the Certificateholders.......................................................................7
SECTION 2.07  Title to Trust Property...................................................................................7
SECTION 2.08  Situs of Trust............................................................................................7
SECTION 2.09  Representations and Warranties of the Depositor...........................................................7
SECTION 2.10  Federal Income Tax Allocations............................................................................8

                                                          ARTICLE III

                                           CERTIFICATES AND TRANSFER OF INTERESTS

SECTION 3.01  The Certificates..........................................................................................9
SECTION 3.02  Authentication of Certificates............................................................................9
SECTION 3.03  Registration of Transfer and Exchange of Certificates....................................................10
SECTION 3.04  Mutilated, Destroyed, Lost or Stolen Certificates........................................................11
SECTION 3.05  Persons Deemed Certificateholders........................................................................11
SECTION 3.06  Access to List of Certificateholders' Names and Addresses................................................12
SECTION 3.07  Maintenance of Office or Agency..........................................................................12
SECTION 3.08  Appointment of Paying Agent..............................................................................12
SECTION 3.09  Ownership by the Depositor of Certificates...............................................................13
SECTION 3.10  Book-Entry Certificates..................................................................................13
SECTION 3.11  Notices to Clearing Agency...............................................................................14
SECTION 3.12  Definitive Certificates..................................................................................14
SECTION 3.13  Temporary Certificates...................................................................................15

                                                        ARTICLE IV

                                     ACTIONS BY OWNER TRUSTEE OR CERTIFICATEHOLDERS

SECTION 4.01  Prior Notice to Certificateholders with Respect to Certain Matters.......................................15
SECTION 4.02  Action by Certificateholders with Respect to Certain Matters.............................................16
</TABLE>



                                       i
<PAGE>   3

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                                      PAGE
<S>                                                                                                                   <C>
SECTION 4.03  Action with Respect to Bankruptcy........................................................................16
SECTION 4.04  Restrictions on Certificateholders' Power................................................................16
SECTION 4.05  Majority of the Controlling Class of Certificates Control................................................16

                                                          ARTICLE V

                                       APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

SECTION 5.01  Establishment of the Accounts............................................................................16
SECTION 5.02  Application of Amounts in Trust Accounts.................................................................18
SECTION 5.03  Method of Payment........................................................................................18
SECTION 5.04  Accounting and Reports to the Noteholders, Certificateholders, the Internal Revenue Service and Others...19
SECTION 5.05  Signature on Returns; Tax Matter Partner.................................................................19

                                                          ARTICLE VI

                                           AUTHORITY AND DUTIES OF OWNER TRUSTEE

SECTION 6.01  General Authority........................................................................................19
SECTION 6.02  General Duties...........................................................................................20
SECTION 6.03  Duties of the Owner Trustee..............................................................................20
SECTION 6.04  No Duties Except as Specified in this Agreement or in Instructions.......................................21
SECTION 6.05  No Action Except Under Specified Documents or Instructions...............................................22
SECTION 6.06  Restrictions.............................................................................................22

                                                          ARTICLE VII

                                                CONCERNING THE OWNER TRUSTEE

SECTION 7.01  Rights of the Owner Trustee..............................................................................22
SECTION 7.02  Furnishing of Documents..................................................................................23
SECTION 7.03  Representations and Warranties...........................................................................23
SECTION 7.04  Reliance; Advice of Counsel..............................................................................24
SECTION 7.05  Not Acting in Individual Capacity........................................................................24
SECTION 7.06  Owner Trustee Not Liable for Certificates or Receivables.................................................25
SECTION 7.07  Owner Trustee May Own Certificates and Notes.............................................................25
[SECTION 7.08 Sales Finance Licenses]..................................................................................25

                                                         ARTICLE VIII

                                               COMPENSATION OF OWNER TRUSTEE

SECTION 8.01  Owner Trustee's Fees and Expenses........................................................................26
</TABLE>



                                       ii
<PAGE>   4

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                                      PAGE
<S>                                                                                                                   <C>
SECTION 8.02  Indemnification..........................................................................................26
SECTION 8.03  Payments to the Owner Trustee............................................................................26

                                                           ARTICLE IX

                                               TERMINATION OF TRUST AGREEMENT

SECTION 9.01  Termination of Trust Agreement...........................................................................26

                                                           ARTICLE X

                                  SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

SECTION 10.01 Eligibility Requirements for Owner Trustee...............................................................28
SECTION 10.02 Resignation or Removal of Owner Trustee..................................................................28
SECTION 10.03 Successor Owner Trustee..................................................................................29
SECTION 10.04 Merger or Consolidation of Owner Trustee.................................................................29
SECTION 10.05 Appointment of Co-Trustee or Separate Trustee............................................................29

                                                           ARTICLE XI

                                                          MISCELLANEOUS

SECTION 11.01 Supplements and Amendments...............................................................................31
SECTION 11.02 No Legal Title to Owner Trust Estate in Certificateholders...............................................32
SECTION 11.03 Limitations on Rights of Others..........................................................................32
SECTION 11.04 Notices..................................................................................................32
SECTION 11.05 Severability.............................................................................................33
SECTION 11.06 Counterparts.............................................................................................33
SECTION 11.07 Successors and Assigns...................................................................................33
SECTION 11.08 No Petition..............................................................................................33
SECTION 11.09 No Recourse..............................................................................................33
SECTION 11.10 Headings.................................................................................................33
SECTION 11.11 GOVERNING LAW............................................................................................33
SECTION 11.12 NMAC Payment Obligation..................................................................................34

Exhibit A     Form of Certificates

Exhibit B     Form of Transferee Representation Letter

Exhibit C     Form of Transferor Representation Letter
</TABLE>



                                      iii
<PAGE>   5

                AMENDED AND RESTATED TRUST AGREEMENT, dated as of
[_________________], between NISSAN AUTO RECEIVABLES CORPORATION, a Delaware
corporation, as depositor, and [_________________], a [_________________], not
in its individual capacity but solely as Owner Trustee, amending and restating
in its entirety the Trust Agreement, dated as of [_________________] (the
"Original Trust Agreement"), between the same parties, and herein referred to as
the "Trust Agreement" or this "Agreement."

                IN CONSIDERATION of the mutual agreements herein contained, and
of other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties agree as follows:


                                    ARTICLE I

                                   Definitions

        SECTION 1.01 Definitions. Except as otherwise specified herein or if the
context may otherwise require, capitalized terms used but not otherwise defined
herein have the meanings assigned to such terms in the Sale and Servicing
Agreement and the Indenture for all purposes of this Agreement. Except as
otherwise provided in this Agreement, whenever used herein the following words
and phrases, unless the context otherwise requires, shall have the following
meanings:

        "Administration Agreement" means the Administration Agreement dated as
of [_______] by and among the Trust, as issuer, NMAC, as Administrator, [and]
the Indenture Trustee [and the Owner Trustee] pursuant to which NMAC undertakes
to perform certain of the duties and obligations of the Trust [and the Owner
Trustee] hereunder, under the Sale and Servicing Agreement and under the
Indenture.

        "Administrator" means NMAC acting in its capacity as Administrator under
the Administration Agreement.

        "Agreement" means this Amended and Restated Trust Agreement, which
amends and restates the Original Trust Agreement.

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

        "Book-Entry Certificate" means a beneficial interest in the Certificates
of any Class, ownership and transfers of which shall be made through book
entries by a Clearing Agency as described in Section 3.10.

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



                                       1
<PAGE>   6

        "Certificate" means a Class C Certificate or a Class D Certificate.

        "Certificate Depository Agreement" means the agreement entitled "Letter
of Representations" dated on or before the Closing Date among the Clearing
Agency, the Trust and the Owner Trustee with respect to certain matters relating
to the duties thereof with respect to the Book-Entry Certificates.

        "Certificate of Trust" means the Certificate of Trust filed with respect
to the formation of the Trust pursuant to Section 3810(a) of the Business Trust
Statute.

        "Certificate Owner" means, with respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Book-Entry Certificate, as reflected
on the books and records of the Clearing Agency, or on the books and records of
a Person maintaining an account with such Clearing Agency (directly as a
Clearing Agency Participant or as an indirect participant, in each case in
accordance with the rules of such Clearing Agency) and shall mean, with respect
to a Definitive Certificate, the related Certificateholder.

        "Certificate Register" means the register maintained pursuant to Section
3.03.

        "Certificateholder" or "Holder" means a Person in whose name a
Certificate is registered in the Certificate Register, except that, solely for
the purposes of giving certain consents, waivers, requests or demands pursuant
to this Agreement, the interest evidenced by any Certificate registered in the
name of [NARC] [NARC II] or NMAC, or any Person actually known to a Trust
Officer of the Owner Trustee to be controlling, controlled by or under common
control with [NARC] [NARC II] or NMAC, shall not be taken into account in
determining whether the requisite percentage necessary to effect any such
consent, waiver, request or demand shall have been obtained unless at such time
all Certificates are then owned by [NARC][NARC II], NMAC and their Affiliates.

        "Certificate Registrar" means the Owner Trustee unless and until a
successor thereto is appointed pursuant to Section 3.03. The Certificate
Registrar initially designates its offices at [______________], as its offices
for purposes of Section 3.03.

        "Class C Certificate" means any of the [__%] Certificates, Class C,
executed by the Trust and authenticated by the Owner Trustee, evidencing a
beneficial ownership interest in the Trust, substantially in the form set forth
in Exhibit A hereto.

        "Class C Pass-Through Rate" means [_______] % per annum.

        "Class D Certificate" means any of the [__%] Certificates, Class D,
executed by the Trust and authenticated by the Owner Trustee, evidencing a
beneficial ownership interest in the Trust, substantially in the form set forth
in Exhibit A hereto.

        "Class D Pass-Through Rate" means [_______]% per annum.

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



                                       2
<PAGE>   7

        "Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time a Clearing
Agency effects book-entry transfers and pledges of securities deposited with the
Clearing Agency.

        "Code" means the Internal Revenue Code of 1986.

        "Corporate Trust Office" means, with respect to the Owner Trustee, the
principal corporate trust office of the Owner Trustee located at
[______________]; or at such other address as the Owner Trustee may designate by
notice to the Certificateholders, or the principal corporate trust office of any
successor Owner Trustee (the address of which the successor Owner Trustee will
notify the Certificateholders).

        "Definitive Certificates" shall have the meaning assigned to such term
in Section 3.12.

        "Depositor" means [NARC] [NARC II] in its capacity as depositor
hereunder.

        "ERISA" shall have the meaning assigned to such term in Section 3.03(c).

        "Expenses" shall have the meaning assigned to such term in Section 8.01.

        "Indenture" means the Indenture dated as of [______________] entered
into between the Trust and the Indenture Trustee named therein pursuant to which
a series of Notes are issued.

        "NMAC" means Nissan Motor Acceptance Corporation, a California
corporation.

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

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

        "Non-U.S. Person" means any Person who is not (i) a citizen or resident
of the United States who is a natural person, (ii) a corporation or partnership
(or an entity treated as a corporation or partnership) created or organized in
or under the laws of the United States or any state thereof, including the
District of Columbia (unless, in the case of a partnership, Treasury Regulations
are adopted that provide otherwise), (iii) an estate, the income of which is
subject to United States Federal income taxation, regardless of its source, (iv)
a trust, if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United States
persons (as defined in the Code and Treasury Regulations) have the authority to
control all substantial decisions of the trust; or (v) a trust that was in
existence prior to August 20, 1996 and that, under Treasury Regulations, is
eligible to elect, and does validly elect, to be treated as a United States
person (as defined in the Code and Treasury Regulations) despite not meeting the
requirements of clause (iv).

        "Notes" means the notes issued by the Trust pursuant to the Indenture,
having the payment and other terms set forth in the Indenture.

        "Original Certificate Balance" means, with respect to the Class C
Certificates, $[________], and with respect to the Class D Certificates,
$[________].



                                       3
<PAGE>   8

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

        "Owner Trust Estate" means all right, title and interest of the Trust in
and to the property and rights assigned to the Trust pursuant to Article II of
the Sale and Servicing Agreement, all funds on deposit from time to time in the
[account] [accounts] created pursuant to Sections 5.01 [and 5.08] of the Sale
and Servicing Agreement (excluding any net investment income with respect to
amounts held in such accounts) and all other property of the Trust from time to
time, including any rights of the Owner Trustee and the Trust pursuant to the
Sale and Servicing Agreement [, the Yield Supplement Agreement] and the
Administration Agreement, and as assignee of the rights and interests of the
Depositor under the Purchase Agreement.

        "Owner Trustee" means [______________], a [________________], not in its
individual capacity but solely as owner trustee under this Agreement, and any
successor Owner Trustee hereunder.

        "Paying Agent" means any paying agent or co-paying agent appointed
pursuant to Section 3.08, and shall initially be [______________].

        "Plan" shall have the meaning assigned to such term in Section
3.03(c)(1)(ii).

        "Sale and Servicing Agreement" means the Sale and Servicing Agreement,
dated as of the date hereof, among the Trust, [NARC] [NARC II], as seller, and
NMAC, as servicer.

        "Secretary of State" means the Secretary of State of the State of
Delaware.

        "Securities Account Control Agreement" shall have the meaning assigned
to such term in the Sale and Servicing Agreement.

        "Securityholders" means the Certificateholders and the Noteholders.

        "Treasury Regulations" means regulations, including proposed or
temporary regulations, promulgated under the Code. References herein to specific
provisions of proposed or temporary regulations shall include analogous
provisions of final Treasury Regulations or other successor Treasury
Regulations.

        "Trust" means the Nissan Auto Receivables ____-_ Owner Trust, formed as
a Delaware business trust pursuant to this Agreement and the filing of the
Certificate of Trust.

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

        "Yield Supplement Agreement" means the Yield Supplement Agreement dated
as of the date hereof among NMAC, the Depositor, the Indenture Trustee, and the
Trust.

        SECTION 1.02 Usage of Terms. With respect to all terms in this
Agreement, the singular includes the plural and the plural the singular; words
importing any gender include the other genders; references to "writing" include
printing, typing, lithography and other means of



                                       4
<PAGE>   9

reproducing words in a visible form; references to agreements and other
contractual instruments include all subsequent amendments, amendments and
restatements and supplements thereto or changes therein entered into in
accordance with their respective terms and not prohibited by this Agreement;
references to Persons include their permitted successors and assigns; references
to laws include their amendments and supplements, the rules and regulations
thereunder and any successors thereto; and the term "including" means "including
without limitation."


                                   ARTICLE II

                                Creation of Trust

        SECTION 2.01 Creation of Trust. A Delaware business trust known as
"Nissan Auto Receivables ____-_ Owner Trust" was formed in accordance with the
provisions of the Business Trust Statute pursuant to the Original Trust
Agreement. Under the Original Trust Agreement, the Owner Trustee was authorized
and vested with the power and authority to make and execute contracts,
instruments, certificates, agreements and other writings on behalf of the Trust
as set forth herein and to sue and be sued on behalf of the Trust.

        The Owner Trustee accepted under the Original Trust Agreement, and does
hereby confirm its acceptance and agreement to hold in trust, for the benefit of
the Certificateholders and such other Persons as may become beneficiaries
hereunder from time to time, all of the Owner Trust Estate conveyed or to be
conveyed to the Trust, and all monies and proceeds that may be received with
respect thereto, subject to the terms of this Agreement.

        SECTION 2.02 Office. The principal place of business of the Trust for
purposes of Delaware law shall be in care of the Owner Trustee at the Corporate
Trust Office or at such other address in Delaware as the Owner Trustee may
designate by written notice to the Certificateholders and the Servicer. The
Trust may establish additional offices located at such place or places inside or
outside of the State of Delaware as the Owner Trustee may designate by written
notice to the Certificateholders and the Servicer.

        SECTION 2.03 Purposes and Powers.

        (a) The purpose of the Trust is, and the Trust shall have the power and
authority and is authorized, to engage in the following activities:

                (i) to issue Notes pursuant to the Indenture and Certificates
        pursuant to this Agreement;

                (ii) [to enter into and perform its obligations under any
        interest rate protection agreement or agreements between the Trust and a
        counterparty, including any confirmations evidencing the transactions
        thereunder, which is an interest rate swap, an interest rate cap, an
        obligation to enter into any of the foregoing, or any combination of any
        of the foregoing;]



                                       5
<PAGE>   10

                (iii) to acquire the Owner Trust Estate (including the
        Receivables and related property) from the Depositor in exchange for the
        Notes and Certificates pursuant to the Sale and Servicing Agreement;

                (iv) to assign, grant, transfer, pledge, mortgage and convey the
        Owner Trust Estate pursuant to, and on the terms and conditions set
        forth in, the Indenture and to hold, manage and distribute to the
        Certificateholders pursuant to the terms of the Sale and Servicing
        Agreement any portion of the Owner Trust Estate released from the Lien
        of, and remitted to the Trust pursuant to, the Indenture as set forth
        therein and in the Sale and Servicing Agreement;

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

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

                (vii) subject to compliance with the Basic Documents, to engage
        in such other activities as may be required in connection with
        conservation of the Owner Trust Estate and the making of distributions
        to the Certificateholders and the Noteholders and in respect of amounts
        to be released to the Depositor, the Servicer, the Administrator and
        third parties, if any.

        The Trust shall not engage in any activity other than in connection with
the foregoing and as required or authorized by the terms of the Basic Documents.

        SECTION 2.04 Power of Attorney. Pursuant to the Administration
Agreement, the Owner Trustee has authorized the Administrator to perform certain
of its administrative duties hereunder, including duties with respect to the
management of the Owner Trust Estate, and in connection therewith hereby grants
the Administrator its revocable power of attorney. Each Certificateholder by
such Holder's acceptance of any Certificate or beneficial interest therein, as
the case may be, shall be deemed to have granted power of attorney to the
Administrator for purposes of actions taken or to be taken with respect to the
Certificates.

        SECTION 2.05 Declaration of Trust. The Owner Trustee hereby declares
that it will hold the Owner Trust Estate in trust upon and subject to the
conditions set forth herein for the use and benefit of the Certificateholders,
subject to the obligations of the Trust under the Basic Documents. It is the
intention of the parties hereto that the Trust constitute a business trust under
the Business Trust Statute and that this Agreement constitute the governing
instrument of such business trust. It is the intention of the parties hereto
that, solely for income and franchise tax purposes, the Trust shall be treated
as a division or branch of the Person holding the beneficial ownership interests
in the Trust for any period during which the beneficial ownership interests in
the Trust are held by one Person, and shall be treated as a partnership for any
period during which the beneficial ownership interests in the Trust are held by
more than one Person, with the assets of the partnership being the Receivables[,
the Trust's rights under the Interest Rate Swap Agreement] and other assets held
by the Trust, and the Notes being debt of the partnership. The



                                       6
<PAGE>   11

parties agree that for any such period, unless otherwise required by appropriate
tax authorities, the Trust will file or cause to be filed annual or other
necessary returns, reports and other forms consistent with the characterization
of the Trust as a partnership for such tax purposes. Effective as of the date
hereof, the Owner Trustee shall have all rights, powers and duties set forth
herein and in the Business Trust Statute with respect to accomplishing the
purposes of the Trust. At the direction of the Depositor, the Owner Trustee
caused to be filed the Certificate of Trust pursuant to the Business Trust
Statute, and the Owner Trustee shall file or cause to be filed such amendments
thereto as shall be necessary or appropriate to satisfy the purposes of this
Agreement and as shall be consistent with the provisions hereof.

        SECTION 2.06 Liability of the Certificateholders. No Certificateholder
shall have any personal liability for any liability or obligation of the Trust,
solely by reason of it being a Certificateholder.

        SECTION 2.07 Title to Trust Property. Legal title to all of the Owner
Trust Estate shall be vested at all times in the Trust as a separate legal
entity except where applicable law in any jurisdiction requires title to any
part of the Owner Trust Estate to be vested in a trustee or trustees, in which
case title shall be deemed to be vested in the Owner Trustee, a co-trustee
and/or a separate trustee, as the case may be.

        SECTION 2.08 Situs of Trust. The Trust will be located in Delaware and
administered in the state of [__________]. All bank accounts maintained by the
Owner Trustee on behalf of the Trust shall be located in the State of Delaware
or the State of New York [or ___________]. The Trust shall not have any
employees in any state other than Delaware; provided, however, that nothing
herein shall restrict or prohibit the Owner Trustee from having employees within
or without the State of Delaware. Payments will be received by the Trust only in
Delaware or New York [or__________], and payments will be made by the Trust only
from Delaware or New York [or__________]. The principal office of the Trust will
be at the Corporate Trust Office in Delaware.

        SECTION 2.09 Representations and Warranties of the Depositor. The
Depositor hereby represents and warrants to the Owner Trustee that as of the
Closing Date:

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

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

        (c) Power and Authority. The Depositor has the corporate power and
authority to execute and deliver this Agreement and to carry out its terms. The
Depositor has full power and



                                       7
<PAGE>   12

authority to sell and assign the property to be sold and assigned to and
deposited as part of the Owner Trust Estate and has duly authorized such sale
and assignment to the Trust by all necessary corporate action; and the
execution, delivery and performance of this Agreement has been duly authorized
by the Depositor by all necessary corporate action.

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

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

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

        SECTION 2.10 Federal Income Tax Allocations. Net income of the Trust for
any month as determined for federal income tax purposes (and each item of
income, gain, loss and deduction entering into the computation thereof) during
which the beneficial ownership interests in the Trust are held by more than one
Person shall be allocated:

        (a) in an amount equal to any amount distributed to the
Certificateholders pursuant to the Sale and Servicing Agreement (to the extent
not previously allocated pursuant to this clause); and

        (b) to the Depositor, to the extent of any remaining net income.

If the net income of the Trust for any month is insufficient for the allocations
described in clause (a) above, subsequent net income shall first be allocated to
make up such shortfall before being allocated as provided in the preceding
sentence. Net losses of the Trust, if any, for any month as



                                       8
<PAGE>   13

determined for federal income tax purposes (and each item of income, gain, loss
and deduction entering into the computation thereof) shall be allocated to the
Depositor to the extent the Depositor has agreed hereunder and under the Sale
and Servicing Agreement and the Indenture to bear the economic burden of such
net losses, and any remaining net losses shall be allocated among the
Certificateholders as of the first Distribution Date following the end of such
month in proportion to their ownership of principal amount of Certificates as of
the close of business on such Distribution Date. The Depositor is authorized to
modify the allocations in this paragraph if necessary or appropriate, in its
sole discretion, for the allocations to fairly reflect the economic income, gain
or loss to the Depositor or to the Certificateholders, or as otherwise required
by the Code.


                                   ARTICLE III

                     Certificates and Transfer of Interests

        SECTION 3.01 The Certificates. The Certificates shall be issued in
minimum denominations of $[_____] and in integral multiples of $[______] in
excess thereof, provided that one Class D Certificate issued to the Depositor
pursuant to Section 3.09 may be issued in an irregular denomination that
includes any residual amount. The Certificates shall be executed on behalf of
the Trust by manual or facsimile signature of a Trust Officer of the Owner
Trustee and authenticated on behalf of the Owner Trustee by the manual or
facsimile signature of a Trust Officer. Certificates bearing the manual or
facsimile signatures of individuals who were, at the time when such signatures
shall have been affixed, authorized to sign on behalf of the Trust, shall be
validly issued and entitled to the benefits of this Agreement, notwithstanding
that such individuals or any of them shall have ceased to be so authorized prior
to the authentication and delivery of such Certificates or did not hold such
offices at the date of authentication and delivery of such Certificates.

        The Certificates may be printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination in the form of Exhibit A
hereto.

        A transferee of a Certificate shall become a Certificateholder, and
shall be entitled to the rights and subject to the obligations of a
Certificateholder hereunder, upon such transferee's acceptance of a Certificate
duly registered in such transferee's name pursuant to Section 3.03.

        SECTION 3.02 Authentication of Certificates. Concurrently with the
initial transfer of the Receivables to the Trust pursuant to the Sale and
Servicing Agreement, the Owner Trustee shall cause to be executed, authenticated
and delivered on behalf of the Trust to the Depositor, Certificates in an
aggregate principal amount equal to the Original Certificate Balance and
evidencing the entire ownership of the Trust. No Certificate shall entitle its
holder to any benefit under this Agreement or be valid for any purpose, unless
there shall appear on such Certificate a certificate of authentication
substantially in the form set forth in Exhibit A, executed by the Owner Trustee
or the Owner Trustee's authenticating agent, by manual or facsimile signature of
a Trust Officer, and such authentication shall constitute conclusive evidence,
and the only evidence, that such Certificate shall have been duly authenticated
and delivered hereunder. All Certificates shall be dated the date of their
authentication. [[ ] shall be the initial



                                       9
<PAGE>   14

authenticating agent of the Owner Trustee hereunder, and all references herein
to authentication by the Owner Trustee shall be deemed to include the
authenticating agent.]

        SECTION 3.03 Registration of Transfer and Exchange of Certificates.

        (a) The Certificate Registrar shall keep or cause to be kept, at the
office or agency maintained pursuant to Section 3.07, a Certificate Register in
which, subject to such reasonable regulations as it may prescribe, the Owner
Trustee shall provide for the registration of Certificates and of transfers and
exchanges of Certificates as herein provided. [ ] shall be the initial
Certificate Registrar. In the event that the Certificate Registrar shall for any
reason become unable to act as Certificate Registrar, the Certificate Registrar
shall promptly give written notice to such effect to the Depositor, the Owner
Trustee and the Servicer. Upon receipt of such notice, the Servicer shall
appoint another bank or trust company, having an office or agency located in the
Borough of Manhattan, The City of New York, and that shall agree to act in
accordance with the provisions of this Agreement applicable to it, and otherwise
acceptable to the Owner Trustee, to act as successor Certificate Registrar under
this Agreement.

        (b) Upon surrender for registration of transfer of any Certificate at
the office or agency maintained pursuant to Section 3.07, the Owner Trustee
shall execute, authenticate and deliver (or shall cause its authenticating agent
to authenticate and deliver), in the name of the designated transferee or
transferees, one or more new Certificates in authorized denominations of a like
aggregate amount dated the date of authentication by the Owner Trustee or any
authenticating agent. At the option of a Holder, Certificates may be exchanged
for other Certificates of the same Class of authorized denominations of a like
aggregate amount upon surrender of the Certificates to be exchanged at the
office or agency maintained pursuant to Section 3.07. The preceding provisions
of this Section notwithstanding, the Owner Trustee shall not make and the
Certificate Registrar shall not register transfer or exchanges of Certificates
for a period of 15 days preceding the due date for any payment with respect to
the Certificates.

        (c) Every Certificate presented or surrendered for registration of
transfer or exchange shall be accompanied by a written instrument of transfer in
form satisfactory to the Owner Trustee and the Certificate Registrar duly
executed by the Holder or his attorney duly authorized in writing. Each
Certificate surrendered for registration of transfer or exchange shall be
cancelled and disposed of by the Owner Trustee in accordance with its customary
practice.

        No transfer of a Certificate shall be made unless the Owner Trustee
shall have received:

        (1) a representation from the transferee of such Certificate
substantially in the form of Exhibit B to the effect that:

                (i) such transferee is not a Non-U.S. Person; and

                (ii) such transferee is not an employee benefit plan or
        arrangement subject to Section 406 of Employee Retirement Income
        Security Act of 1974, as amended ("ERISA"), or a plan subject to Section
        4975 of the Code (a "Plan"), nor a person acting on behalf of a Plan nor
        using the assets of a Plan to effect such transfer;

        (2) a representation from the transferor of such Certificate
substantially in the form of



                                       10
<PAGE>   15

Exhibit C; and

        (3) an opinion of counsel to the Owner Trustee that the transfer of such
Certificate is being made pursuant to an effective registration under the
Securities Act or is exempt from the registration requirements of the Securities
Act.

        For purposes of the preceding sentence, with respect to a Certificate
that is a Book-Entry Certificate, if the transferee's certificate referred to
above is not furnished, the representations contained in clause (1) above shall
be deemed to have been made to the Owner Trustee by the transferee's (including
an initial acquiror's) acceptance of such Certificate. Notwithstanding anything
else to the contrary herein, any purported transfer of a Certificate to or on
behalf of a Plan or utilizing the assets of a Plan shall be void and of no
effect.

        To the extent permitted under applicable law (including, but not limited
to, ERISA), the Owner Trustee shall be under no liability to any Person for any
registration of transfer of any Certificate that is in fact not permitted by
this Section 3.03(c) or for making any payments due on such Certificate to the
Certificateholder thereof or taking any other action with respect to such Holder
under the provisions of this Trust Agreement or the Sale and Servicing Agreement
so long as the transfer was registered by the Certificate Registrar or the Owner
Trustee in accordance with the foregoing requirements.

        (d) No service charge shall be made for any registration of transfer or
exchange of Certificates, but the Owner Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

        SECTION 3.04 Mutilated, Destroyed, Lost or Stolen Certificates. If (a)
any mutilated Certificate shall be surrendered to the Certificate Registrar, or
if the Certificate Registrar shall receive evidence to its satisfaction of the
destruction, loss or theft of any Certificate and (b) there shall be delivered
to the Certificate Registrar and the Owner Trustee such security or indemnity as
may be required by them to save each of them harmless, then in the absence of
notice that such Certificate shall have been acquired by a protected purchaser,
the Owner Trustee on behalf of the Trust shall execute and the Owner Trustee, or
the Owner Trustee's authenticating agent, shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of the same class and like tenor and
denomination. In connection with the issuance of any new Certificate under this
Section, the Owner Trustee or the Certificate Registrar may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection therewith. Any duplicate Certificate issued pursuant to
this Section shall constitute conclusive evidence of ownership in the Trust, as
if originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.

        SECTION 3.05 Persons Deemed Certificateholders. Prior to due
presentation of a Certificate for registration of transfer, the Owner Trustee or
the Certificate Registrar may treat the Person in whose name any Certificate
shall be registered in the Certificate Register as the owner of such Certificate
for the purpose of receiving distributions pursuant to Section 5.02 and



                                       11
<PAGE>   16

for all other purposes whatsoever, and neither the Owner Trustee nor the
Certificate Registrar shall be bound by any notice to the contrary.

        SECTION 3.06 Access to List of Certificateholders' Names and Addresses.
The Certificate Registrar shall furnish or cause to be furnished to the Owner
Trustee, the Servicer or the Depositor, as the case may be, within 15 days after
its receipt of a request therefor from the Owner Trustee, the Servicer or the
Depositor in writing, a list, in such form as the Owner Trustee, the Servicer or
the Depositor may reasonably require, of the names and addresses of the
Certificateholders as of the most recent Record Date. If three or more
Certificateholders of any Class or one or more Holders of Certificates of any
Class evidencing, in the aggregate, not less than 25% of the Certificate Balance
of such Class apply in writing to the Owner Trustee, and such application states
that the applicants desire to communicate with other Certificateholders with
respect to their rights under this Agreement or under the Certificates and such
application is accompanied by a copy of the communication that such applicants
propose to transmit, then the Owner Trustee shall, within five Business Days
after the receipt of such application, afford such applicants access during
normal business hours to the current list of Certificateholders. Each Holder, by
receiving and holding a Certificate, shall be deemed to have agreed not to hold
any of the Depositor, the Servicer, the Certificate Registrar or the Owner
Trustee accountable by reason of the disclosure of its name and address,
regardless of the source from which such information was derived.

        SECTION 3.07 Maintenance of Office or Agency. The Owner Trustee shall
maintain an office or offices or agency or agencies where Certificates may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Owner Trustee in respect of the Certificates and the
Basic Documents may be served. The Owner Trustee initially designates
[______________], [______________], as its principal corporate trust office for
such purposes. The Owner Trustee shall give prompt written notice to the
Depositor and to the Certificateholders of any change in the location of the
Certificate Register or any such office or agency.

        SECTION 3.08 Appointment of Paying Agent. Except during any period when
the Indenture Trustee is authorized and directed to do so under the Indenture
(i.e. prior to the termination of the Indenture), the Paying Agent shall make
distributions to Certificateholders from the Collection Account pursuant to
Section 5.02 and shall report the amounts of such distributions to the Owner
Trustee. Any Paying Agent shall have the revocable power to withdraw funds from
the Collection Account for the purpose of making the distributions referred to
above. The Owner Trustee may revoke such power and remove the Paying Agent if
the Owner Trustee determines in its sole discretion that the Paying Agent shall
have failed to perform its obligations under this Agreement in any material
respect. The Paying Agent shall initially be the Owner Trustee, and any
co-paying agent chosen by the Owner Trustee, and acceptable to the Owner
Trustee. The Paying Agent shall be permitted to resign as Paying Agent upon 30
days' written notice to the Indenture Trustee and, if the Paying Agent is not
the Owner Trustee, to the Owner Trustee. In the event that the Owner Trustee
shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor
to act as Paying Agent (which shall be a bank or trust company). The Owner
Trustee shall cause such successor Paying Agent or any additional Paying Agent
appointed by the Owner Trustee to execute and deliver to the Owner Trustee an
instrument in which such successor Paying Agent or additional Paying Agent shall



                                       12
<PAGE>   17

agree with the Owner Trustee that as Paying Agent, such successor Paying Agent
or additional Paying Agent will hold all sums, if any, held by it for payment to
the Certificateholders in trust for the benefit of the Certificateholders
entitled thereto until such sums shall be paid to such Certificateholders. The
Paying Agent shall return all unclaimed funds to the Owner Trustee and upon
removal of a Paying Agent such Paying Agent shall also return all funds in its
possession to the Owner Trustee. The provisions of Sections 7.01, 7.03, 7.04,
8.01 and 8.02 shall apply to the Owner Trustee also in its role as Paying Agent,
for so long as the Owner Trustee shall act as Paying Agent and, to the extent
applicable, to any other Paying Agent appointed hereunder. Any reference in this
Agreement to the Paying Agent shall include any co-paying agent unless the
context requires otherwise.

        SECTION 3.09 Ownership by the Depositor of Certificates. The Depositor
shall on the Closing Date receive in accordance with Section 3.02, and shall
thereafter retain beneficial and record ownership of, Certificates representing
at least [___]% of the Certificate Balance of the Class D Certificates. Any
attempted transfer of any Certificate that would reduce such interest of the
Depositor below [___]% of the Certificate Balance of the Class D Certificates
shall be void. The Owner Trustee shall cause at least one Class D Certificate
issued to the Depositor (representing at least [___]% of the Certificate Balance
of such Class) to bear a legend stating "THIS CERTIFICATE IS NON-TRANSFERABLE".

        SECTION 3.10 Book-Entry Certificates. The Certificates, upon original
issuance, will be issued in the form of a typewritten Certificate or
Certificates representing Book-Entry Certificates, to be delivered to The
Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the
Trust; provided, however, that Definitive Certificate may be issued to the
Depositor pursuant to Section 3.12. Such Certificate or Certificates shall
initially be registered on the Certificate Register in the name of Cede & Co.,
the nominee of the initial Clearing Agency, and no Certificate Owner will
receive a Definitive Certificate representing such Certificate Owner's interest
in such Certificate, except as provided in Section 3.12. Unless and until
definitive, fully registered Certificates (the "Definitive Certificates") have
been issued to Certificate Owners pursuant Section 3.12:

        (a) the provisions of this Section shall be in full force and effect;

        (b) the Depositor, the Servicer, the Administrator, Certificate
Registrar and the Owner Trustee shall be entitled to deal with the Clearing
Agency for all purposes of this Agreement (including the payment of principal of
and interest on the Certificates and the giving of instructions or directions
hereunder) as the authorized representative of the Certificate Owners;

        (c) to the extent that the provisions of this section conflict with any
other provisions of this Agreement, the provisions of this Section shall
control;

        (d) the rights of Certificate Owners shall be exercised only through the
Clearing Agency (or through procedures established by the Clearing Agency) and
shall be limited to those established by law and the agreements between the
Depositor, the Owner Trustee or such Certificate Owners and the Clearing Agency
and/or the Clearing Agency Participants. Unless and until Definitive
Certificates are issued pursuant to Section 3.12, the initial Clearing Agency
will make book-entry transfers among the Clearing Agency Participants and
receive and transmit



                                       13
<PAGE>   18

payments of principal of and interest on the Certificates to such Clearing
Agency Participants; and

        (e) whenever this Agreement requires or permits actions to be taken
based upon instructions or directions of Holders of Certificates of any Class
evidencing a specified percentage of the Certificate Balance of such Class, the
Clearing Agency shall be deemed to represent such percentage only to the extent
that it has received instructions to such effect from Certificate Owners and/or
Clearing Agency Participants owning or representing, respectively, such required
percentage of the beneficial interest in the Certificates and has delivered such
instructions to the Owner Trustee.

        SECTION 3.11 Notices to Clearing Agency. Whenever a notice or other
communication to the Certificateholders is required under this Agreement, unless
and until Definitive Certificates shall have been issued to Certificate Owners
pursuant to Section 3.12, the Owner Trustee shall give all such notices and
communications specified herein to be given to Certificateholders to the
Clearing Agency, and shall have no obligations to the Certificate Owners.

        SECTION 3.12 Definitive Certificates. If (i) the Depositor or the
Administrator advises the Owner Trustee in writing that the Clearing Agency is
no longer willing or able to properly discharge its responsibilities with
respect to the Certificates, and the Depositor, the Owner Trustee or the
Administrator is unable to locate a qualified successor (and if the
Administrator has made such determination, the Administrator has given written
notice thereof to the Owner Trustee), (ii) the Depositor, the Owner Trustee or
the Administrator at its option advises each such other party in writing that it
elects to terminate the book-entry system through the Clearing Agency or (iii)
after the occurrence of an Event of Default or a Servicer Default, Certificate
Owners representing beneficial interests aggregating a majority of the
Certificate Balance (voting as a single class) advise the Clearing Agency and
the Owner Trustee through the Clearing Agency in writing that the continuation
of a book-entry system through the Clearing Agency is no longer in the best
interest of the Certificate Owners, then the Clearing Agency shall notify all
Certificate Owners and the Owner Trustee of the occurrence of any such event and
of the availability of the Definitive Certificates to Certificate Owners
requesting the same. Upon surrender to the Owner Trustee of the typewritten
Certificate or Certificates representing the Book-Entry Certificates by the
Clearing Agency accompanied by registration instructions, the Owner Trustee
shall execute and authenticate the related temporary Certificates or Definitive
Certificates in accordance with the instructions of the Clearing Agency. Neither
the Certificate Registrar nor the Owner Trustee shall be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Certificates, Depositor, the Servicer, the Administrator and the Owner Trustee
shall recognize the Holders of the Definitive Certificates as
Certificateholders. The Definitive Certificates shall be printed, lithographed
or engraved or may be produced in any other manner as is reasonably acceptable
to the Owner Trustee, as evidenced by its execution thereof. The Owner Trustee
and Administrator shall have no liability if they are unable to locate a
qualified successor Clearing Agency. From and after the date of issuance of
Definitive Certificates, all notices to be given to Certificateholders will be
mailed thereto at their addresses of record in the Certificate Register as of
the relevant Record Date. Such notices will be deemed to have been given as of
the date of mailing.



                                       14
<PAGE>   19

        SECTION 3.13 Temporary Certificates. Pending the preparation of
Definitive Certificates, the Owner Trustee, on behalf of the Trust, may execute,
authenticate and deliver, temporary Certificates, printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the Definitive Certificates in lieu of which they
are issued. If temporary Certificates are issued, the Depositor will cause
Definitive Certificates to be prepared without unreasonable delay. After the
preparation of Definitive Certificates, the temporary Certificates shall be
exchangeable for Definitive Certificates upon surrender thereof at the office or
agency to be maintained as provided in Section 3.07 without charge to the
Holder. Upon surrender for cancellation of any one or more temporary
Certificates, the Owner Trustee on behalf of the Trust shall execute,
authenticate and deliver in exchange therefor a like principal amount of
Definitive Certificates in authorized denominations. Until so exchanged, the
temporary Certificates shall in all respects be entitled to the same benefits
under this Agreement as the related Definitive Certificates.


                                   ARTICLE IV

                 Actions By Owner Trustee or Certificateholders

        SECTION 4.01 Prior Notice to Certificateholders with Respect to Certain
Matters. With respect to the following matters, the Owner Trustee shall not take
action unless at least 30 days before the taking of such action (or such shorter
period as shall be agreed to in writing by all Certificateholders), the Owner
Trustee shall have notified the Certificateholders in writing of the proposed
action and none of the Certificateholders shall have notified the Owner Trustee
in writing prior to the 30th day (or such agreed upon shorter period) after such
notice is given that such Certificateholders have withheld consent or provided
alternative direction:

        (a) the initiation of any claim or lawsuit by the Trust (except claims
or lawsuits brought in connection with the collection of the Receivables) and
the compromise of any action, claim or lawsuit brought by or against the Trust
(except with respect to the aforementioned claims or lawsuits for collection of
the Receivables);

        (b) the election by the Trust to file an amendment to the Certificate of
Trust (unless such amendment is required to be filed under the Business Trust
Statute);

        (c) the amendment of the Indenture, whether or not by a Supplemental
Indenture, in circumstances where the consent of any Noteholder is required;

        (d) the amendment of the Indenture, whether or not by a Supplemental
Indenture, in circumstances where the consent of any Noteholder is not required
but such amendment materially adversely affects the interest of the
Certificateholders;

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

        (f) the appointment (i) pursuant to the Indenture of a successor Note
Registrar or Paying Agent, (ii) pursuant to this Agreement of a successor
Certificate Registrar or (iii) any consent by



                                       15
<PAGE>   20

the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar
to the assignment of its respective obligations under the Indenture or this
Agreement, as applicable; or

        (g) the amendment of the Sale and Servicing Agreement in circumstances
where the consent of any Noteholder is required.

        SECTION 4.02 Action by Certificateholders with Respect to Certain
Matters. The Owner Trustee shall not have the power, except upon the direction
of the Certificateholders, to (a) remove the Administrator pursuant to Section 8
of the Administration Agreement, (b) appoint a successor Administrator pursuant
to Section 8 of the Administration Agreement, (c) remove the Servicer pursuant
to Section 8.01 of the Sale and Servicing Agreement or (d) except as expressly
provided in the Basic Documents, sell the Receivables after the termination of
the Indenture. The Owner Trustee shall take the actions referred to in the
preceding sentence only upon written instructions signed by the authorized
representative of 100% of the Certificateholders.

        SECTION 4.03 Action with Respect to Bankruptcy. The Owner Trustee shall
not have the power to commence a voluntary proceeding in bankruptcy relating to
the Trust without the unanimous prior approval of all Certificateholders
(including the Board of Directors (including the Independent Directors, as such
term is defined in the Depositor's Certificate of Incorporation) of the
Depositor) and the delivery to the Owner Trustee of a written certification by
each Certificateholder that such Certificateholder reasonably believes that the
Trust is insolvent.

        SECTION 4.04 Restrictions on Certificateholders' Power. The
Certificateholders shall not direct the Owner Trustee to take or refrain from
taking any action if such action or inaction would be contrary to any
obligations of the Trust or of the Owner Trustee under any of the Basic
Documents or would be contrary to Section 2.03 nor shall the Owner Trustee be
obligated to follow any such direction, if given.

        SECTION 4.05 Majority of the Controlling Class of Certificates Control.
Except as otherwise expressly provided herein, any action that may be taken by
the Certificateholders under this Agreement may be taken by the Holders of the
Controlling Class of Certificates evidencing not less than a majority of the
Certificate Balance of such Class. Except as expressly provided herein, any
written notice of the Certificateholders delivered pursuant to this Agreement
shall be effective if signed by Holders of the Controlling Class of Certificates
evidencing not less than a majority of the Certificate Balance of such Class at
the time of the delivery of such notice.


                                    ARTICLE V

                   Application of Trust Funds; Certain Duties

        SECTION 5.01 Establishment of the Accounts.

        (a) On or prior to the Distribution Date on which the Notes of all
Classes have been paid in full (or substantially all of the Trust Estate is
otherwise released from the lien of the Indenture), the Owner Trustee, for the
benefit of the Certificateholders, shall establish and



                                       16
<PAGE>   21

maintain, or shall cause to be established and maintained, in the name of the
Trust (or in such other name as shall be specified in the Sale and Servicing
Agreement), the trust collection account (the "Trust Collection Account"). The
Trust Collection Account shall be established and maintained as an Eligible
Deposit Account, and, subject to provisions of the Sale and Servicing Agreement,
bearing a designation clearly indicating that, subject to Section 5.01(b), the
funds deposited therein are held by the Trust for the benefit of the
Certificateholders, in each case in accordance with Section 5.01 of the Sale and
Servicing Agreement.

        Subject to Section 5.01(b), the Owner Trustee shall possess all right,
title and interest in all funds on deposit from time to time in the Trust
Collection Account and in all proceeds thereof (other than any net investment
earnings on Eligible Investments held therein). Except as otherwise expressly
provided herein, the Trust Collection Account shall be under the sole dominion
and control of the Owner Trustee for the benefit of the Certificateholders. If,
at any time, the Trust Collection Account ceases to be an Eligible Deposit
Account, the Owner Trustee (or the Administrator on behalf of the Owner Trustee,
if the Trust Collection Account is not then held by the Owner Trustee or an
affiliate thereof) shall within 10 Business Days establish a new equivalent
Eligible Deposit Account and shall transfer any cash and/or any investments to
such new account.

        (b) Concurrently with the execution and delivery of the Indenture, the
Servicer will establish and maintain, or shall cause to be established and
maintained, at the direction of the Depositor, the Collection Account in the
name of and under the control of the Indenture Trustee for the benefit of the
Securityholders in accordance with Section 5.01 of the Sale and Servicing
Agreement. The Indenture Trustee will be obligated to transfer back to the Trust
Collection Account all funds or investments held in the Collection Account
established pursuant to the Sale and Servicing Agreement on the Distribution
Date on which the Notes of all Classes have been paid in full or the Indenture
is otherwise terminated (excluding any amounts to be retained for distribution
in respect of Notes that are not promptly delivered for payment on such
Distribution Date), and to take all necessary or appropriate actions to transfer
all right, title and interest of the Indenture Trustee in such funds or
investments and all proceeds thereof to the Owner Trustee for the benefit of the
Certificateholders.

        (c) Concurrently with the execution and delivery of the Indenture, the
Owner Trustee shall establish and maintain the Yield Supplement Account in the
name of and under the control of the Indenture Trustee for the benefit of the
Noteholders in accordance with paragraph 2 of the Yield Supplement Agreement,
Section 5.08 of the Sale and Servicing Agreement, and Section 8.02(a) of the
Indenture. On each Distribution Date, the Indenture Trustee will be obligated to
apply amounts on deposit in the Yield Supplement Account in accordance with the
terms of the Sale and Servicing Agreement and the Indenture. The Indenture
Trustee will be obligated to transfer back to the Owner Trustee, for the benefit
of the Certificateholders, all funds or investments held in the Yield Supplement
Account on the Distribution Date on which the Notes of all Classes have been
paid in full or the Indenture is otherwise terminated (excluding any amounts to
be retained for distribution in respect of Notes that are not promptly delivered
for payment on such Distribution Date), and to take all necessary or appropriate
actions to transfer all right, title and interest of the Indenture Trustee in
such funds[, certain retail installment sales contracts][, receivables or assets
(including vehicle lease contracts)] or investments and all



                                       17
<PAGE>   22

proceeds thereof to the Owner Trustee for the benefit of the Certificateholders,
which amounts the Owner Trustee shall deposit into the Trust Collection Account.

        SECTION 5.02 Application of Amounts in Trust Accounts.

        (a) For so long as any Notes are outstanding, on each Distribution Date,
the Indenture Trustee will distribute to Certificateholders, on a pro rata
basis, the amounts distributable thereto pursuant to Section 5.06 of the Sale
and Servicing Agreement and Section 3.01 of the Indenture. From and after the
date on which the Notes of all Classes have been paid in full, on each
Distribution Date, the Owner Trustee shall distribute to the Certificateholders
amounts on deposit in the Trust Collection Account that are distributable to the
Certificateholders in accordance with the instructions of the Servicer pursuant
to Section 5.06 of the Sale and Servicing Agreement. Upon the release from the
Lien of the Indenture of amounts on deposit in the Collection Account or any
other portion of the Owner Trust Estate, the Owner Trustee will cause such
property to be properly deposited into the Trust Collection Account under the
control of the Owner Trustee pursuant to Section 5.01(a) or distributed to the
Certificateholders in accordance with the provisions of this Agreement, as the
case may be.

        (b) On each Distribution Date, the Owner Trustee shall send to each
Certificateholder the statement provided to the Owner Trustee by the Servicer
pursuant to Section 5.09 of the Sale and Servicing Agreement with respect to
such Distribution Date.

        (c) In the event that any withholding tax is imposed on the Trust's
payment (or allocations of income) to a Certificateholder, such tax shall reduce
the amount otherwise distributable to the Certificateholder in accordance with
this Section. The Owner Trustee is hereby authorized and directed to retain from
amounts otherwise distributable to the Certificateholders sufficient funds for
the payment of any tax that is legally owed by the Trust (but such authorization
shall not prevent the Owner Trustee from contesting any such tax in appropriate
proceedings, and withholding payment of such tax, if permitted by law, pending
the outcome of such proceedings). The amount of any withholding tax imposed with
respect to a Certificateholder shall be treated as cash distributed to such
Certificateholder at the time it is withheld by the Trust and remitted to the
appropriate taxing authority. If there is a possibility that withholding tax is
payable with respect to any distribution (such as any distribution to a Non-U.S.
Person), the Owner Trustee may in its sole discretion withhold such amounts in
accordance with this paragraph (c). In the event that a Certificateholder wishes
to apply for a refund of any such withholding tax, the Owner Trustee shall
reasonably cooperate with such Certificateholder in making such claim so long as
such Certificateholder agrees to reimburse the Owner Trustee for any
out-of-pocket expenses incurred.

        SECTION 5.03 Method of Payment. Subject to Section 9.01(c),
distributions required to be made to Certificateholders on any Distribution Date
shall be made to each Certificateholder of record on the related Record Date
either by check mailed to such Certificateholder at the address of such holder
appearing in the Certificate Register or by wire transfer, in immediately
available funds, to the account of any Certificateholder at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall
have provided to the Certificate Registrar appropriate written instructions at
least five Business Days prior to such Distribution Date.



                                       18
<PAGE>   23

        SECTION 5.04 Accounting and Reports to the Noteholders,
Certificateholders, the Internal Revenue Service and Others. The Administrator
on behalf of the Trust shall (a) maintain (or cause to be maintained) the books
of the Trust on a fiscal year basis (with a March 31 year end) or a calendar
basis on the accrual method of accounting, (b) deliver to each
Certificateholder, as may be required by the Code and applicable Treasury
Regulations, such information as may be required (excluding Schedule K-1) to
enable each Certificateholder to prepare its federal and state income tax
returns, (c) file any tax and information returns, and fulfill any other
reporting requirements, relating to the Trust, as may be required by the Code
and applicable Treasury Regulations (including Treasury Regulation Section
1.6049-7), (d) for any period during which the beneficial ownership interests in
the Trust are held by more than one Person, make such elections as may from time
to time be required or appropriate under any applicable state or federal statute
or rule or regulation thereunder so as to maintain the Trust's characterization
as a partnership for federal income tax purposes, (e) cause such tax returns to
be signed in the manner required by law, and (f) collect or cause to be
collected any withholding tax as described in and in accordance with Section
5.02(c) with respect to income or distributions to Certificateholders. The
Administrator on behalf of the Trust shall elect under Section 1278 of the Code
to include in income currently any market discount that accrues with respect to
the Receivables. The Administrator on behalf of the Trust shall not make the
election provided under Section 754 of the Code. Notwithstanding anything to the
contrary stated herein, the Owner Trustee shall be exclusively responsible for
the mailing of the Schedule K-1's necessary to enable each Certificateholder to
prepare its federal and state income returns.

        SECTION 5.05 Signature on Returns; Tax Matter Partner.

        (a) The Administrator on behalf of the Trust shall sign on behalf of the
Trust the tax returns of the Trust, unless applicable law requires a
Certificateholder to sign such documents, in which case such documents shall be
signed by the Administrator, pursuant to the power-of-attorney granted thereto
pursuant to Section 2.04.

        (b) For any period during which the beneficial ownership interests of
the Trust are held by more than one Person, the Certificateholder holding the
Class D Certificates evidencing the largest portion of the Original Certificate
Balance of such Class shall be designated the "tax matters partner" of the Trust
pursuant to Section 6231(a)(7)(A) of the Code and applicable Treasury
Regulations, but hereby delegates its powers and duties as such to the
Administrator pursuant to the power-of-attorney granted thereto pursuant to
Section 2.04.


                                   ARTICLE VI

                      Authority and Duties of Owner Trustee

        SECTION 6.01 General Authority. The Owner Trustee is authorized and
directed to execute and deliver the Basic Documents to which the Trust is to be
a party and each certificate or other document attached as an exhibit to or
contemplated by the Basic Documents to which the Trust is to be a party and any
amendment thereto, and, on behalf of the Trust, to direct the Indenture Trustee
to authenticate and deliver Class A-1 Notes in the aggregate principal amount of
$[______________], Class A-2 Notes in the aggregate principal amount of



                                       19
<PAGE>   24

$[______________], Class A-3 Notes in the aggregate principal amount of
$[______________], [Variable Pay Term Notes in the aggregate principal amount of
$_______________ on the Closing Date and in such other amounts as may be issued
on Targeted Scheduled Distribution Dates to pay the aggregate amount of a
subclass of the Class A Notes pursuant to the Indenture,] and Class B Notes in
the aggregate principal amount of $[______________]. In addition to the
foregoing, the Owner Trustee is authorized, but shall not be obligated, to take
all actions required of the Trust, pursuant to the Basic Documents.

        SECTION 6.02 General Duties. It shall be the duty of the Owner Trustee
to discharge (or cause to be discharged) all of its responsibilities pursuant to
the terms of this Agreement and the Basic Documents to which the Trust is a
party and to administer the Trust in accordance with the provisions hereof and
of the Basic Documents and in the interest of the Certificateholders.
Notwithstanding the foregoing, the Owner Trustee shall be deemed to have
discharged its duties and responsibilities hereunder and under the Basic
Documents to the extent the Administrator has agreed in the Administration
Agreement to perform any act or to discharge any duty of the Owner Trustee
hereunder or under any Basic Document, and the Owner Trustee shall not be held
liable for the default or failure of the Administrator to carry out such
obligations or fulfill such duties under the Administration Agreement.

        SECTION 6.03 Duties of the Owner Trustee.

        (a) Subject to Article IV and in accordance with the terms of the Basic
Documents, the Certificateholders may by written instruction direct the Owner
Trustee in the management of the Trust. Such direction may be exercised at any
time by written instruction of the Certificateholders pursuant to Article IV.
The Owner Trustee, accepts the trusts hereby created and agrees to perform its
duties hereunder with respect to such trusts but only upon the terms of this
Agreement. The Owner Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Owner Trustee that shall be specifically required to be furnished
pursuant to any provision of this Agreement, shall examine them to determine
whether they conform on their face to the requirements of this Agreement.

        (b) No provision of this Agreement shall be construed to relieve the
Owner Trustee from liability for its own negligent action, its own negligent
failure to act, its own bad faith or its own willful misfeasance; provided,
however, that:

                (i) the duties and obligations of the Owner Trustee shall be
        determined solely by the express provisions of this Agreement, the Owner
        Trustee shall not be liable except for the performance of such duties
        and obligations as are specifically set forth in this Agreement, no
        implied covenants or obligations shall be read into this Agreement
        against the Owner Trustee, the permissive right of the Owner Trustee to
        do things enumerated in this Agreement shall not be construed as a duty
        and, in the absence of bad faith on the part of the Owner Trustee, the
        Owner Trustee may conclusively rely, as to the truth of the statements
        and the correctness of the opinions expressed therein, upon any
        certificates or opinions furnished to the Owner Trustee and conforming
        on their face to the requirements of this Agreement;



                                       20
<PAGE>   25

                (ii) the Owner Trustee shall not be personally liable for an
        error of judgment made in good faith by a Trust Officer, unless it shall
        be proved that the Owner Trustee was negligent in performing its duties
        in accordance with the terms of this Agreement; and

                (iii) the Owner Trustee shall not be personally liable with
        respect to any action taken, suffered or omitted to be taken in good
        faith in accordance with the direction of the Holders of the Controlling
        Class of Certificates representing at least a majority of the
        Certificate Balance of such Class (or such larger or smaller percentage
        of any other Class or Classes as may be required by any other provision
        of this Agreement or the other Basic Documents), the Servicer, the
        Administrator or the Indenture Trustee.

        (c) The Owner Trustee shall not be required to expend or risk its own
funds or otherwise incur financial liability in the performance of any of its
duties under this Agreement, or in the exercise of any of its rights or powers,
if there shall be reasonable grounds for believing that the repayment of such
funds or adequate indemnity against such risk or liability is not reasonably
assured to it.

        (d) All information obtained by the Owner Trustee regarding the Obligors
and the Receivables contained in the Trust, whether upon the exercise of its
rights under this Agreement or otherwise, shall be maintained by the Owner
Trustee in confidence and shall not be disclosed to any other Person, unless
such disclosure is required by any applicable law or regulation or pursuant to
subpoena or is required to be made to regulators, auditors or other governmental
authorities.

        (e) Pursuant to Section 3.02 of the Sale and Servicing Agreement, in the
event that the Owner Trustee discovers that a representation or warranty made by
the Seller pursuant to Section 3.01 or 6.01 of the Sale and Servicing Agreement
with respect to a Receivable was incorrect as of the time specified with respect
to such representation and warranty and such incorrectness materially and
adversely affects the interests of any Securityholder in such Receivable, the
Owner Trustee shall give prompt written notice to the Servicer, the Depositor
and the Indenture Trustee of such incorrectness. Pursuant to Section 4.06 of the
Sale and Servicing Agreement, in the event that the Owner Trustee discovers that
any covenant of the Servicer set forth in the second sentence of Section 4.01 or
Section 4.02 or 4.05 of the Sale and Servicing Agreement has been breached by
the Servicer, the Owner Trustee shall give prompt written notice to the
Servicer, the Depositor and the Indenture Trustee of such breach.

        SECTION 6.04 No Duties Except as Specified in this Agreement or in
Instructions. The Owner Trustee shall not have any duty or obligation to manage,
make any payment with respect to, register, record, sell, dispose of, or
otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from
taking any action under, or in connection with, any Basic Document to which the
Owner Trustee is a party or otherwise contemplated hereby, except as expressly
provided by the terms of this Agreement, any Basic Document to which the Trust
is a party or in any document or written instruction received by the Owner
Trustee pursuant to Section 6.03. No implied duties or obligations shall be read
into this Agreement or any Basic Document against the Owner Trustee. The Owner
Trustee shall have no responsibility for filing any financing or continuation
statement in any public office at any time or otherwise to perfect or



                                       21
<PAGE>   26

maintain the perfection of any security interest or lien granted to it hereunder
or to prepare or file any Securities and Exchange Commission filing for the
Trust or to record this Agreement or any Basic Document. The Owner Trustee
nevertheless agrees that it will, at its own cost and expense, promptly take all
action as may be necessary to discharge any liens on any part of the Owner Trust
Estate that result from actions by, or claims against, the Owner Trustee that
are not related to the ownership or the administration of the Owner Trust
Estate.

        SECTION 6.05 No Action Except Under Specified Documents or Instructions.
The Owner Trustee shall not manage, control, use, sell, dispose of or otherwise
deal with any part of the Owner Trust Estate except (i) in accordance with the
powers granted to and the authority conferred upon the Owner Trustee pursuant to
this Agreement, (ii) in accordance with the Basic Documents and (iii) in
accordance with any document or instruction delivered to the Owner Trustee
pursuant to Section 6.03.

        SECTION 6.06 Restrictions. The Owner Trustee shall not take any action
(a) that is inconsistent with the purposes of the Trust set forth in Section
2.03 or (b) that, to the actual knowledge of a Trust Officer of the Owner
Trustee, would result in the Trust's becoming taxable as a corporation for
federal income tax purposes. The Certificateholders shall not have the authority
to and, by acceptance of an ownership interest in any Certificate shall thereby
be deemed to have covenanted not to, direct the Owner Trustee to take action
that would violate the provisions of this Section.


                                   ARTICLE VII

                          Concerning the Owner Trustee

        SECTION 7.01 Rights of the Owner Trustee . Except as otherwise provided
in Article VI:

        (a) in accordance with Section 7.04, the Owner Trustee may rely and
shall be protected in acting or refraining from acting upon any resolution,
Officer's Certificate, certificate of an authorized signatory, certificate of
auditors or any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, appraisal, bond or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties;

        (b) the Owner Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in accordance with the instructions of the
Administrator, as provided in the Administration Agreement, the Servicer or the
Indenture Trustee, or the Certificateholders, as provided herein;

        (c) the Owner Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Agreement or the Sale and Servicing
Agreement, or to institute, conduct or defend any litigation under this
Agreement, or in relation to this Agreement or the Sale and Servicing Agreement,
at the request, order or direction of any of the Securityholders pursuant to the
provisions of this Agreement or the Sale and Servicing Agreement, unless such
Securityholders shall have offered to the Owner Trustee reasonable security or
indemnity against the costs, expenses and liabilities that may be incurred
therein or thereby;



                                       22
<PAGE>   27

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

        (e) the Owner Trustee shall not be bound to recalculate, reverify, or
make any investigation into the facts of matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, bond or other paper or document, unless requested in writing to
do so by Holders of the Controlling Class of Certificates representing not less
than 25% of the Certificate Balance of such Class; provided, however, that if
the payment within a reasonable time to the Owner Trustee of the costs, expenses
or liabilities likely to be incurred by it in the making of such investigation
is, in the opinion of the Owner Trustee, not reasonably assured to the Owner
Trustee by the security afforded to it by the terms of this Agreement, the Owner
Trustee may require reasonable indemnity against such cost, expense or liability
as a condition to so proceeding; the reasonable expense of every such
examination shall be paid by the Administrator or, if paid by the Owner Trustee,
shall be reimbursed by the Administrator upon demand; and nothing in this clause
shall derogate from the obligation of the Servicer to observe any applicable law
prohibiting disclosure of information regarding the Obligors; and

        (f) the Owner Trustee shall not be liable for the default or misconduct
of the Administrator, the Servicer, the Depositor or the Indenture Trustee under
any of the Basic Documents or otherwise, and the Owner Trustee shall have no
obligation or liability to perform the obligations of the Trust or any other
Person (including the Owner Trustee) under the Basic Documents that are required
to be performed by the Administrator under the Administration Agreement, the
Indenture Trustee under the Indenture or the Servicer under the Sale and
Servicing Agreement.

        SECTION 7.02 Furnishing of Documents. The Owner Trustee shall furnish to
the Certificateholders promptly upon receipt of a written request therefor,
duplicates or copies of all reports, notices, requests, demands, certificates,
financial statements and any other instruments furnished to the Owner Trustee
under the Basic Documents.

        SECTION 7.03 Representations and Warranties. The Owner Trustee hereby
represents and warrants to the Depositor and for the benefit of the
Certificateholders, that:

        (a) It is a [_____________] duly organized and validly existing in good
standing under the laws of [_____________]. It has full power, right and
authority to execute, deliver and perform its obligations under this Agreement
and each other Basic Document.

        (b) It has taken all corporate action necessary to authorize the
execution and delivery of this Agreement and each other Basic Document, and this
Agreement and each other Basic Document has been executed and delivered by one
of its officers duly authorized to execute and deliver this Agreement and each
other Basic Document on its behalf.

        (c) This Agreement constitutes the legal, valid and binding obligation
of the Owner Trustee, enforceable against it in accordance with its terms except
as the enforceability thereof



                                       23
<PAGE>   28

may be limited by bankruptcy, insolvency, moratorium, reorganization or other
similar laws affecting the enforcement of creditors' rights generally and by
general principles of equity.

        (d) It is authorized to exercise trust powers in the State of Delaware
as and to the extent contemplated herein or has appointed a Delaware trustee
that is so authorized and it has a principal place of business in the State of
Delaware or has appointed a Delaware trustee that has such a principal place of
business.

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

        SECTION 7.04 Reliance; Advice of Counsel.

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

        (b) In the exercise or administration of the trusts hereunder and in the
performance of its duties and obligations under the Basic Documents, the Owner
Trustee (i) may act directly or through its agents or attorneys pursuant to
agreements entered into with any of them, and the Owner Trustee shall not be
liable for the conduct or misconduct of such agents or attorneys if such agents
or attorneys shall have been selected by the Owner Trustee with reasonable care,
and (ii) may consult with counsel, accountants and other skilled persons to be
selected with reasonable care and employed by it. The Owner Trustee shall not be
liable for anything done, suffered or omitted in good faith by it in accordance
with the opinion or advice of any such counsel, accountants or other such
persons and not, to the actual knowledge of the Owner Trustee, contrary to this
Agreement or any Basic Document.

        SECTION 7.05 Not Acting in Individual Capacity. In accepting the trusts
hereby created, [_____________________] acts solely as Owner Trustee hereunder
and not in its individual capacity. Except with respect to a claim based on the
Owner Trustee's willful misconduct, bad faith or negligence, no recourse shall
be had for any claim based on any provision of this Agreement, the Notes or
Certificates, or based on rights obtained through the assignment of any of the
foregoing, against the institution serving as the Owner Trustee in its
individual capacity.



                                       24
<PAGE>   29

The Owner Trustee shall not have any personal obligation, liability or duty
whatsoever to any Securityholder or any other Person with respect to any such
claim, and any such claim shall be asserted solely against the Trust or any
indemnitor who shall furnish indemnity as provided in this Indenture.

        SECTION 7.06 Owner Trustee Not Liable for Certificates or Receivables.
The Owner Trustee makes no representations as to the validity or sufficiency of
this Agreement or of the Certificates or of the Notes (other than the execution
by the Owner Trustee on behalf of the Trust of, and the certificate of
authentication on, the Certificates). The Owner Trustee shall have no obligation
to perform any of the duties of the Servicer or Administrator.

                The Owner Trustee shall at no time have any responsibility or
liability for or with respect to the legality, validity and enforceability of
the Certificates, the Notes or any Receivable, any ownership interest in any
Financed Vehicle, or the maintenance of any such ownership interest, or for or
with respect to the efficacy of the Trust or its ability to generate the
payments to be distributed to Securityholders under this Agreement and the
Indenture, including without limitation the validity of the assignment of the
Receivables to the Trust or of any intervening assignment; the existence,
condition, location and ownership of any Receivable or Financed Vehicle; the
existence and enforceability of any physical damage or credit life or credit
disability insurance; the existence and contents of any retail installment sales
contract or any computer or other record thereof; the completeness of any retail
installment sales contract; the performance or enforcement of any retail
installment sales contract; the compliance by the Trust with any covenant or the
breach by the Trust of any warranty or representation made under this Agreement
or in any related document and the accuracy of any such warranty or
representation prior to the Owner Trustee's receipt of notice or other discovery
of any noncompliance therewith or any breach thereof; the acts or omissions of
the Trust or the Servicer; or any action by the Owner Trustee taken at the
instruction of the Certificateholders, provided, however, that the foregoing
shall not relieve the Owner Trustee of its obligation to perform its duties
under this Agreement.

                The Owner Trustee shall not be accountable for the use or
application by the Issuer of any of the Certificates or of the proceeds of such
Certificates, of any of the Notes or of the proceeds of such Notes, or for the
use or application of any funds paid to the Servicer in respect of the
Certificates.

        SECTION 7.07 Owner Trustee May Own Certificates and Notes. The Owner
Trustee in its individual or any other capacity may become the owner or pledgee
of Certificates or Notes and may deal with the Depositor, the Administrator, the
Indenture Trustee and the Servicer in banking or other transactions with the
same rights as it would have if it were not Owner Trustee.

        SECTION 7.08 [Sales Finance Licenses. The Owner Trustee shall cause the
Trust to use its best efforts to maintain the effectiveness of all licenses
required under the (a) Pennsylvania Motor Vehicle Sales Finance Act, (b) the
Maryland Financial Institutions Code and (c) all other similar applicable state
laws (other than those of Alabama and Hawaii) in connection with this Agreement
and the Basic Documents and the transactions contemplated hereby and thereby
until such time as the Trust shall terminate in accordance with the terms
hereof.]



                                       25
<PAGE>   30

                                  ARTICLE VIII

                          Compensation of Owner Trustee

        SECTION 8.01 Owner Trustee's Fees and Expenses. The Depositor shall pay
or shall cause the Servicer to pay to the Owner Trustee from time to time
compensation for its services as have been separately agreed upon before the
date hereof. The Depositor shall reimburse the Owner Trustee for all reasonable
out-of-pocket expenses incurred or made by it, including costs of collection, in
addition to the compensation for its services. Such expenses shall include the
reasonable compensation and expenses, disbursements and advances of the Owner
Trustee's agents, counsel, accountants and experts directly related to its
services hereunder ("Expenses").

        SECTION 8.02 Indemnification. The Depositor shall cause the Servicer or
the Administrator to indemnify the Owner Trustee against any and all loss,
liability, claim, tort, penalty or Expense (including reasonable attorneys'
fees) of any kind or nature whatsoever incurred by it in connection with the
administration of the Trust and the performance of its duties hereunder. The
Owner Trustee shall notify the Administrator and the Servicer promptly of any
claim for which it may seek indemnity. Failure by the Owner Trustee to so notify
the Administrator and the Servicer shall not relieve the Depositor or the
Administrator or the Servicer of its obligations hereunder, except to the extent
such failure shall adversely affect the Depositor's or the Administrator's or
the Servicer's defenses in respect thereof. In case any such action is brought
against the Owner Trustee under this Section 8.02 and it notifies the
Administrator of the commencement thereof, the Administrator will assume the
defense thereof, with counsel reasonably satisfactory to the Owner Trustee (who
may, unless there is, as evidenced by an opinion of counsel to the Owner Trustee
stating that there is a conflict of interest, be counsel to the Administrator),
and the Administrator will not be liable to the Owner Trustee under this Section
for any legal or other expenses subsequently incurred by the Owner Trustee in
connection with the defense thereof, other than reasonable costs of
investigation. Neither the Depositor, the Administrator nor the Servicer need
reimburse any expense or indemnify against any loss, liability or expense
incurred by the Owner Trustee through the Owner Trustee's own willful
misconduct, negligence or bad faith. The Owner Trustee's rights under this
Article VIII shall survive the termination of this Agreement or the resignation
or removal of the Owner Trustee.

        SECTION 8.03 Payments to the Owner Trustee. Any amounts paid to the
Owner Trustee pursuant to this Article VIII from assets in the Owner Trust
Estate shall be deemed not to be a part of the Owner Trust Estate immediately
after such payment.


                                   ARTICLE IX

                         Termination of Trust Agreement

        SECTION 9.01 Termination of Trust Agreement.

        (a) This Agreement (other than Article VIII) shall terminate and the
Trust shall dissolve and be wound up in accordance with Section 3808 of the
Business Trust Statute, upon the



                                       26
<PAGE>   31

earliest of (i) the maturity or other liquidation of the last Receivable (or
other asset) in the Owner Trust Estate and the final distribution of all moneys
or other property or proceeds of the Owner Trust Estate in accordance with the
terms of this Agreement, the Indenture and the Sale and Servicing Agreement
(including, but not limited to, any property and proceeds to be deposited in the
Collection Account pursuant to the terms of the Sale and Servicing Agreement or
to be released by the Indenture Trustee from the Lien of the Indenture pursuant
to the terms of the Indenture), or (ii) the election by the Servicer to purchase
the corpus of the Trust pursuant to Section 9.01 of the Sale and Servicing
Agreement and the payment or distribution to all Securityholders of all amounts
required to be paid to them under the Indenture or this Agreement. The
bankruptcy, liquidation, dissolution, death or incapacity of any
Certificateholder shall not (x) operate to terminate this Agreement or the
Trust, nor (y) entitle such Certificateholder's legal representatives or heirs
to claim an accounting or to take any action or proceeding in any court for a
partition or winding up of all or any part of the Trust or Owner Trust Estate,
nor (z) otherwise affect the rights, obligations and liabilities of the parties
hereto.

        (b) Except as provided in Section 9.01(a), neither the Depositor nor any
Certificateholder shall be entitled to revoke or terminate the Trust.

        (c) Notice of any termination of the Trust, specifying the Distribution
Date upon which the Certificateholders shall surrender their Certificates to the
Paying Agent for payment of the final distributions and cancellation, shall be
given by the Owner Trustee to the Certificateholders mailed within five Business
Days of receipt of notice of such termination from the Servicer given pursuant
to Section 10.03 of the Sale and Servicing Agreement, stating (i) the
Distribution Date upon or with respect to which final payment of the
Certificates shall be made upon presentation and surrender of the Certificates
at the office of the Paying Agent therein designated, (ii) the amount of any
such final payment and (iii) that payment to be made on such Distribution Date
will be made only upon presentation and surrender of the Certificates at the
office of the Paying Agent therein specified. The Owner Trustee shall give such
notice to the Certificate Registrar (if other than the Owner Trustee) and the
Paying Agent (if other than the Owner Trustee) at the time such notice is given
to Certificateholders. Upon presentation and surrender of the Certificates, the
Paying Agent shall cause to be distributed to Certificateholders amounts
distributable on such Distribution Date pursuant to Section 5.02.

        In the event that one or more of the Certificateholders shall not
surrender their Certificates for cancellation within six months after the date
specified in the above-mentioned written notice, the Owner Trustee shall give a
second written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. If within one year after the second notice all the Certificates shall
not have been surrendered for cancellation, the Owner Trustee may take
appropriate steps, or may appoint an agent to take appropriate steps, to contact
the remaining Certificateholders concerning surrender of their Certificates, and
the cost thereof shall be paid out of the funds and other assets that shall
remain subject to this Agreement. Any funds remaining in the Trust after
exhaustion of such remedies shall be distributed by the Owner Trustee to the
Depositor.



                                       27
<PAGE>   32

        (d) Upon the winding up of the Trust and its termination, the Owner
Trustee shall cause the Certificate of Trust to be cancelled by filing a
certificate of cancellation with the Secretary of State in accordance with the
provisions of Section 3810 of the Business Trust Statute.


                                    ARTICLE X

             Successor Owner Trustees and Additional Owner Trustees

        SECTION 10.01 Eligibility Requirements for Owner Trustee. The Owner
Trustee shall at all times be an entity having a combined capital and surplus of
at least $50,000,000 and subject to supervision or examination by federal or
state authorities. If such entity shall publish reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purpose of this Section 10.01, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Owner Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Owner Trustee shall resign
immediately in the manner and with the effect specified in Section 10.02.

        SECTION 10.02 Resignation or Removal of Owner Trustee. The Owner Trustee
may at any time resign and be discharged from the trusts hereby created by
giving written notice thereof to the Depositor, the Servicer and the Indenture
Trustee. [If for any reason, [ ] or any of its Affiliates should assume the
duties of the Indenture Trustee, then from that time forward [ ], in its
capacity as Owner Trustee, shall resign as Owner Trustee hereunder if any Event
of Default under the Indenture occurs and is necessary to eliminate any conflict
of interest under the TIA with the Indenture Trustee or any other trustee under
the Indenture.] Upon receiving such notice of resignation, the Servicer shall
promptly appoint a successor Owner Trustee by written instrument, in duplicate,
one copy of which shall be delivered to each of the resigning Owner Trustee and
the successor Owner Trustee. If no successor Owner Trustee shall have been so
appointed or shall not have accepted such appointment within 30 days after the
giving of such notice of resignation, the resigning Owner Trustee may petition
any court of competent jurisdiction for the appointment of a successor Owner
Trustee.

        If at any time the Owner Trustee shall cease to be eligible in
accordance with the provisions of Section 10.01 and shall fail to resign
promptly, or if at any time the Owner Trustee shall be legally unable to act, or
shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or
of its property shall be appointed, or any public officer shall take charge or
control of the Owner Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then the Administrator may remove
the Owner Trustee by written instrument to such effect delivered to the Owner
Trustee, the Depositor and the Indenture Trustee. If the Administrator shall
remove the Owner Trustee under the authority of the immediately preceding
sentence, the Servicer shall promptly appoint a successor Owner Trustee by
written instrument in duplicate, one copy of which instrument shall be delivered
to each of the outgoing Owner Trustee so removed and the successor Owner
Trustee, and pay all fees, expenses and other compensation owed to the outgoing
Owner Trustee.

        Any resignation or removal of the Owner Trustee and appointment of a
successor Owner



                                       28
<PAGE>   33

Trustee pursuant to any of the provisions of this Section shall not become
effective until acceptance of appointment by the successor Owner Trustee
pursuant to Section 10.03 and payment of all fees and expenses owed to the
outgoing Owner Trustee. The Administrator shall provide notice of such
resignation or removal of the Owner Trustee to each of the Rating Agencies.

        SECTION 10.03 Successor Owner Trustee. Any successor Owner Trustee
appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to
the Administrator and to its predecessor Owner Trustee an instrument accepting
such appointment under this Agreement, and thereupon the resignation or removal
of the predecessor Owner Trustee shall become effective and such successor Owner
Trustee, without any further act, deed or conveyance, shall become fully vested
with all the rights, powers, duties, and obligations of its predecessor under
this Agreement, with like effect as if originally named as Owner Trustee. The
predecessor Owner Trustee shall upon payment of its fees and expenses deliver to
the successor Owner Trustee all documents and statements and monies held by it
under this Agreement; and the Administrator and the predecessor Owner Trustee
shall execute and deliver such instruments and do such other things as may
reasonably be required for fully and certainly vesting and confirming in the
successor Owner Trustee all such rights, powers, duties, and obligations.

        No successor Owner Trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor Owner Trustee shall
meet the criteria for eligibility set forth in Section 10.01.

        Upon acceptance of appointment by a successor Owner Trustee pursuant to
this Section, the Administrator shall mail notice of the successor of the Owner
Trustee to all Certificateholders, the Indenture Trustee, all Noteholders and
the Rating Agencies. If the Administrator fails to mail such notice within 10
days after acceptance of appointment by the successor Owner Trustee, the
successor Owner Trustee shall cause such notice to be mailed at the expense of
the Administrator.

        SECTION 10.04 Merger or Consolidation of Owner Trustee. Any corporation
into which the Owner Trustee may be merged or converted or with which it may be
consolidated or any corporation resulting from any merger, conversion or
consolidation to which the Owner Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Owner Trustee, shall be the successor of the Owner Trustee hereunder, provided
such corporation shall be eligible pursuant to Section 10.01, without the
execution or filing of any instrument or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding; provided,
further, that the Owner Trustee shall mail notice of such merger or
consolidation to the Rating Agencies.

        SECTION 10.05 Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Owner Trust Estate or any Financed Vehicle may at the time be located,
the Administrator and the Owner Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more Persons
approved by the Owner Trustee to act as co-trustee, jointly with the Owner
Trustee, or separate trustee or separate trustees, of all or any part of the
Owner Trust Estate, and to vest in such



                                       29
<PAGE>   34

Person, in such capacity, such title to the Trust, or any part thereof, and,
subject to the other provisions of this Section, such powers, duties,
obligations, rights and trusts as the Administrator and the Owner Trustee may
consider necessary or desirable. If the Administrator shall not have joined in
such appointment within 25 days after the receipt by it of a request so to do,
the Owner Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee under this Agreement shall be required to meet
the terms of eligibility as a trustee pursuant to Section 10.01 and no notice of
the appointment of any co-trustee or separate trustee shall be required pursuant
to Section 10.03.

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

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

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

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

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

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



                                       30
<PAGE>   35

                                   ARTICLE XI

                                  Miscellaneous

        SECTION 11.01 Supplements and Amendments. This Agreement may be amended
by the Depositor and the Owner Trustee, with prior written notice to the Rating
Agencies, without the consent of any of the Noteholders or the
Certificateholders [or the Swap Counterparty], to cure any ambiguity, to correct
or supplement any provisions in this Agreement or for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions in
this Agreement or of modifying in any manner the rights of the Noteholders or
the Certificateholders; provided, however, that such action shall not, [as
evidenced by an Opinion of Counsel satisfactory to the Owner Trustee and the
Indenture Trustee, adversely affect the rights or obligations of the Swap
Counterparty under the Interest Rate Swap Agreement or impair the ability of the
Trust to fully perform any of its obligations under the Interest Rate Swap
Agreement or shall not,] as evidenced by an Opinion of Counsel satisfactory to
the Owner Trustee and the Indenture Trustee, adversely affect in any material
respect the interests of any Noteholder or Certificateholder.

        This Agreement may also be amended from time to time by the Depositor
and the Owner Trustee, with prior written notice to the Rating Agencies, with
the consent of the Holders of the Controlling Class of Notes evidencing not less
than a majority of the Outstanding Amount of such Class (excluding for such
purpose any Notes of such Class owned by [NARC] [NARC II], NMAC or any of their
Affiliates unless at such time all Notes of such Class are then owned by NARC,
NMAC and their Affiliates) [and the Swap Counterparty to the extent such
amendment adversely affects the rights or obligations of the Swap Counterparty
or modifies or impairs the ability of the Trust to fully perform any of its
obligations under the Interest Rate Swap Agreement] or if all of the Notes have
been paid in full, the Holders of the Controlling Class of Certificates
evidencing not less than a majority of the Certificate Balance of such Class
(excluding for such purpose Certificates owned by [NARC] [NARC II], NMAC or any
of their Affiliates unless at such a time all Certificates are then owned by
[NARC] [NARC II], NMAC and their Affiliates) for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or of modifying in any manner the rights of the Noteholders[, the
Swap Counterparty] or the Certificateholders; provided, however, that no such
amendment shall (a) increase or reduce in any manner the amount of, or
accelerate or delay the timing of, collections of payments on Receivables or
distributions that shall be required to be made for the benefit of the
Noteholders or the Certificateholders or (b) reduce the aforesaid percentage of
the Outstanding Amount of the Notes and the Certificate Balance required to
consent to any such amendment, without the consent of the Holders of all the
affected Notes and Certificates.

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

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



                                       31
<PAGE>   36

thereof. The manner of obtaining such consents (and any other consents of
Certificateholders provided for in this Agreement or in any other Basic
Document) and of evidencing the authorization of the execution thereof by
Certificateholders shall be subject to such reasonable requirements as the Owner
Trustee may prescribe.

        Promptly after the execution of any amendment to the Certificate of
Trust, the Owner Trustee shall cause the filing of such amendment with the
Secretary of State.

        Prior to the execution of any amendment to this Agreement or the
Certificate of Trust, the Owner Trustee shall be entitled to receive and rely
upon an Opinion of Counsel stating that the execution of such amendment is
authorized or permitted by this Agreement. The Owner Trustee may, but shall not
be obligated to, enter into any such amendment which affects the Owner Trustee's
own rights, duties or immunities under this Agreement or otherwise.

        SECTION 11.02 No Legal Title to Owner Trust Estate in
Certificateholders. The Certificateholders shall not have legal title to any
part of the Owner Trust Estate. The Certificateholders shall be entitled to
receive distributions with respect to their undivided ownership interest therein
only in accordance with Articles V and IX. No transfer, by operation of law or
otherwise, of any right, title or interest of the Certificateholders to and in
their ownership interest in the Owner Trust Estate shall operate to terminate
this Agreement or the trusts hereunder or entitle any transferee to an
accounting or to the transfer to it of legal title to any part of the Owner
Trust Estate.

        SECTION 11.03 Limitations on Rights of Others. Except for Section 2.06,
the provisions of this Agreement are solely for the benefit of the Owner
Trustee, the Depositor, NMAC, the Certificateholders, the Administrator and, to
the extent expressly provided herein the Indenture Trustee and the Noteholders,
and nothing in this Agreement (other than Section 2.06), whether express or
implied, shall be construed to give to any other Person any legal or equitable
right, remedy or claim in the Owner Trust Estate or under or in respect of this
Agreement or any covenants, conditions or provisions contained herein.

        SECTION 11.04 Notices.

        (a) Unless otherwise expressly specified or permitted by the terms
hereof, all notices shall be in writing and shall be deemed given upon receipt
by the intended recipient or three Business Days after mailing if mailed by
certified mail, postage prepaid (except that notice to the Owner Trustee shall
be deemed given only upon actual receipt by the Owner Trustee), if to the Owner
Trustee, addressed to the Corporate Trust Office; if to the Depositor, addressed
to [Nissan Auto Receivables Corporation][Nissan Auto Receivables Corporation
II], 990 West 190th Street, Torrance, California 90502, Attention of Secretary;
if, to the Trust, addressed to Nissan Auto Receivables [_____-_] Owner Trust,
c/o [____________], Attention: [__________], with a copy to Nissan Motor
Acceptance Corporation, 990 West 190th Street, Torrance, California 90502,
Attention: Secretary; or, as to each party, at such other address as shall be
designated by such party in a written notice to each other party.

        (b) Any notice required or permitted to be given a Certificateholder
shall be given by first-class mail, postage prepaid, at the address of such
Holder as shown in the Certificate



                                       32
<PAGE>   37

Register. Any notice so mailed within the time prescribed in this Agreement
shall be conclusively presumed to have been duly given, whether or not the
Certificateholder receives such notice.

        SECTION 11.05 Severability. If any one or more of the covenants,
agreements, provisions or terms of this Agreement shall be for any reason
whatsoever held invalid or unenforceable in any jurisdiction, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.

        SECTION 11.06 Counterparts. This Agreement may be executed
simultaneously in any number of counterparts, each of which shall be deemed to
be an original, and all of which shall constitute but one and the same
instrument.

        SECTION 11.07 Successors and Assigns. All covenants and agreements
contained herein shall be binding upon, and inure to the benefit of, the
Depositor, the Owner Trustee and its successors and each Certificateholder and
its successors and permitted assigns, all as herein provided. Any request,
notice, direction, consent, waiver or other instrument or action by a
Certificateholder shall bind the successors and assigns of such
Certificateholder.

        SECTION 11.08 No Petition. The Owner Trustee (not in its individual
capacity but solely as Owner Trustee), by entering into this Agreement, hereby
covenants and agrees, and each Certificateholder, by accepting a Certificate,
and the Indenture Trustee and any Noteholder by accepting the benefits of this
Agreement, are thereby deemed to covenant and agree that they will not at any
time institute against the Depositor or the Trust, or join in any institution
against the Depositor or the Trust of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any federal or state bankruptcy or similar law. This Section 11.08 shall survive
the termination of this Agreement or the termination of the Owner Trustee under
this Agreement.

        SECTION 11.09 No Recourse. Each Certificateholder by accepting an
interest in a Certificate acknowledges that such Certificates represent
beneficial interests in the Trust only and do not represent interests in or
obligations of the Depositor, NMAC (in any capacity), the Administrator, the
Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse
may be had against such parties or their assets, except as may be expressly set
forth or contemplated in the Certificates or the Basic Documents.

        SECTION 11.10 Headings. The headings of the various Articles and
Sections herein are for convenience of reference only and shall not define or
limit any of the terms or provisions hereof.

        SECTION 11.11 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.



                                       33
<PAGE>   38

        SECTION 11.12 NMAC Payment Obligation. The parties hereto acknowledge
and agree that, pursuant to the Sale and Servicing Agreement, the Servicer shall
be responsible for payment of the Administrator's fees under the Administration
Agreement and shall reimburse the Administrator for all expenses and liabilities
of the Administrator incurred thereunder. In addition, the parties hereto
acknowledge and agree that, pursuant to the Sale and Servicing Agreement, the
Servicer shall be responsible for the payment of all fees and expenses of the
Trust, the Owner Trustee (to the extent not paid by the Depositor or the
Administrator and the Indenture Trustee paid by any of them in connection with
any of their obligations under the Basic Documents to obtain or maintain any
required license under the Pennsylvania Motor Vehicle Sales Finance Act, the
Maryland Financial Institutions Article, and all other similar applicable state
laws other than those of Alabama [and Hawaii].



                                       34
<PAGE>   39

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



                                            [NISSAN AUTO RECEIVABLES
                                            CORPORATION][ NISSAN AUTO
                                            RECEIVABLES CORPORATION II],
                                            Depositor


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


                                            [_________________________________],
                                            not in its individual capacity but
                                            solely as Owner Trustee



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



                                       35
<PAGE>   40

                                                                    ------------
                                                                     EXHIBIT A
                                                                    ------------


                    (FORM OF [CLASS C] [CLASS D] CERTIFICATE)

        UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

        THIS CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE DEPOSITOR, THE OWNER TRUSTEE, THE SERVICER, THE ADMINISTRATOR, NMAC, [NARC]
[NARC II], NISSAN NORTH AMERICA, INC. OR ANY OF THEIR RESPECTIVE AFFILIATES, AND
WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

        [THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF
ANY STATE OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON THAT THE SELLER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
UNDER THE 1933 ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF
REGULATION S UNDER THE 1933 ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE 1933 ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (4) TO A
PERSON WHOM THE SELLER REASONABLY BELIEVES IS AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D
OF THE 1933 ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE
STATES OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]



                                      A-1
<PAGE>   41

        NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE OWNER TRUSTEE
SHALL HAVE RECEIVED A REPRESENTATION FROM THE TRANSFEREE HEREOF IN FORM AND
SUBSTANCE SATISFACTORY TO THE OWNER TRUSTEE TO THE EFFECT THAT SUCH TRANSFEREE
IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO SECTION 406 OF ERISA
OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE (A "PLAN"), NOR A PERSON ACTING ON
BEHALF OF A PLAN NOR USING THE ASSETS OF A PLAN TO EFFECT SUCH TRANSFER. IF THIS
CERTIFICATE IS A BOOK-ENTRY CERTIFICATE, THE REPRESENTATIONS ABOVE SHALL BE
DEEMED TO HAVE BEEN MADE TO THE OWNER TRUSTEE BY THE TRANSFEREE'S (INCLUDING AN
INITIAL ACQUIROR'S) ACCEPTANCE OF THIS CERTIFICATE.


NUMBER                                                             $____________
R-_____                                                      CUSIP NO. _________


                   NISSAN AUTO RECEIVABLES ____-_ OWNER TRUST

             [_______]% ASSET BACKED [CLASS C] [CLASS D] CERTIFICATE

evidencing a fractional undivided interest in the Trust, as defined below, the
property of which includes a pool of retail installment sale contracts secured
by new, near-new and used automobiles and light-duty trucks and sold to the
Trust by Nissan Auto Receivables Corporation ("NARC"). [The property of the
Trust has been pledged to the Indenture Trustee pursuant to the Indenture to
secure the payment of the Notes issued thereunder and the payments to the Swap
Counterparty under the Interest Rate Swap Agreement.]

(This Certificate does not represent an interest in or obligation of [NARC]
[NARC II], Nissan Motor Acceptance Corporation ("NMAC"), Nissan North America,
Inc. or any of their respective affiliates, except to the extent described
below.)

        THIS CERTIFIES THAT ________________________________________ is the
registered owner of _________________________ DOLLARS nonassessable, fully-paid,
fractional undivided interest in Nissan Auto Receivables ____-_ Owner Trust (the
"Trust") formed by [NARC] [NARC II].

        The Trust was created pursuant to a Trust Agreement, dated as of
[_______] (as amended and supplemented from time to time, including the Amended
and Restated Trust Agreement, dated as of [_____________], the "Trust
Agreement"), between [NARC] [NARC II], as depositor (the "Depositor"), and
[______________], as owner trustee (the "Owner Trustee"), a summary of certain
of the pertinent provisions of which is set forth below. Capitalized terms used
herein and not otherwise defined have the meanings assigned to such terms in the
Trust Agreement, the Indenture, dated as of [______________] (the "Indenture"),
between the Trust and [______________], as indenture trustee (the "Indenture
Trustee"), or in the Sale and Servicing Agreement, dated as of [______________]
(the "Sale and Servicing Agreement"), among the Trust, the Depositor and NMAC,
as servicer (the "Servicer"), as applicable.



                                      A-2
<PAGE>   42

        This Certificate is one of the duly authorized Certificates designated
as "Asset Backed Certificates, [Class C] [Class D]" (the "[Class C] [Class D]
Certificates") issued pursuant to the Trust Agreement. Certain debt instruments
evidencing obligations of the Trust have been issued under the Indenture,
consisting of four classes of Notes designated as "Class A-1 [______]% Asset
Backed Notes", "Class A-2 [______]% Asset Backed Notes," "Class A-3 [______]%
Asset Backed Notes" ["Floating Rate Asset Backed Variable Pay Term Notes" issued
from time to time] and "Class B [______]% Asset Backed Notes" (collectively, the
"Notes"). This Certificate is issued under and is subject to the terms,
provisions and conditions of the Trust Agreement to which Trust Agreement the
holder of this Certificate by virtue of the acceptance hereof assents and by
which such holder is bound. The property of the Trust includes a pool of retail
installment sale contracts secured by new, near-new and used automobiles and
light-duty trucks (the "Receivables"), all monies received after the Cutoff
Date, security interests in the vehicles financed thereby, certain bank accounts
and the proceeds thereof, proceeds from claims on certain insurance policies and
certain other rights under the Trust Agreement and the Sale and Servicing
Agreement and all proceeds of the foregoing.

        Under the Trust Agreement, there will be distributed on the 15th day of
each month or, if such 15th day is not a Business Day, the next Business Day,
(each, a "Distribution Date"), commencing on [______], to the person in whose
name this Certificate is registered at the close of business on the related
Record Date, such Certificateholder's pro rata portion of the amounts to be
distributed to Holders of the [Class C] [Class D] Certificates on such
Distribution Date in respect of amounts distributable to the Certificateholders
of the [Class C] [Class D] Certificates pursuant to Section 5.06 of the Sale and
Servicing Agreement.

        The holder of this Certificate acknowledges and agrees that its rights
to receive distributions in respect of this Certificate are subordinated to the
rights of the Noteholders [and the Swap Counterparty] as described in the Sale
and Servicing Agreement and the Indenture [and the rights of the Holders of the
Class C Certificates as described in the Trust Agreement and the Sale and
Servicing Agreement].

        It is the intent of the Depositor, NMAC and the Certificateholders that,
for purposes of federal income tax, state and local income tax, any state single
business tax and any other income taxes, the Trust will be treated as a division
or branch of the Person holding the beneficial ownership interests in the Trust
for any period during which the beneficial ownership interests in the Trust are
held by one person, and will be treated as a partnership, and the
Certificateholders will be treated as partners in that partnership, for any
period during which the beneficial ownership interests in the Trust are held by
more than one person. For any such period during which the beneficial ownership
interests in the Trust are held by more than one person, each Certificateholder,
by acceptance of a Certificate or any beneficial interest on a Certificate,
agrees to treat, and to take no action inconsistent with the treatment of, the
Certificates as partnership interests in the Trust for such tax purposes.

        Each Certificateholder or Certificate Owner, by its acceptance of a
Certificate or any beneficial interest in a Certificate, covenants and agrees
that such Certificateholder or Certificate Owner, as the case may be, will not
at any time institute against the Depositor or the Trust, or join in any
institution against the Depositor or the Trust of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United



                                      A-3
<PAGE>   43

States, federal or state bankruptcy or similar law in connection with any
obligations relating to the Certificates, the Notes, the Trust Agreement or any
of the Basic Documents.

        Distributions on this Certificate will be made as provided in the Trust
Agreement by the Paying Agent by wire transfer or check mailed to each
Certificateholder of record without the presentation or surrender of this
Certificate or the making of any notation hereon. Except as otherwise provided
in the Trust Agreement and notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Owner Trustee of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency of the Paying Agent maintained for the
purpose by the Owner Trustee in the Borough of Manhattan, The City of New York.

        Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

        Unless the certificate of authentication hereon shall have been executed
by an authorized officer of the Owner Trustee or an authenticating agent, by
manual signature, this Certificate shall not entitle the holder hereof to any
benefit under the Trust Agreement or the Sale and Servicing Agreement or be
valid for any purpose.

        THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.



                                      A-4
<PAGE>   44

        IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in
its individual capacity, has caused this Certificate to be duly executed.

                                            NISSAN AUTO RECEIVABLES ____-_ OWNER
                                            TRUST


                                            By: [NAME OF OWNER TRUSTEE],
                                            not in its individual capacity but
                                            solely an Owner Trustee


Dated:                                      By:
                                               ---------------------------------
                                               Authorized Signatory



                                      A-5
<PAGE>   45

                  OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned Trust
Agreement.

[_____________________],

as Owner Trustee

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



                                      A-6
<PAGE>   46

                            (REVERSE OF CERTIFICATE)

        The Certificates do not represent an obligation of, or an interest in,
the Owner Trustee, NMAC, [NARC] [NARC II], Nissan North America, Inc. or any of
their Affiliates and no recourse may be had against such parties or their
assets, except as may be expressly set forth or contemplated herein or in the
Trust Agreement or the Basic Documents. In addition, this Certificate is not
guaranteed by any governmental agency or instrumentality and is limited in right
of payment to certain collections with respect to the Receivables (and certain
other amounts), all as more specifically set forth in the Trust Agreement and in
the Sale and Servicing Agreement. A copy of each of the Sale and Servicing
Agreement and the Trust Agreement may be examined during normal business hours
at the principal office of the Depositor, and at such other places, if any,
designated by the Depositor, by any Certificateholder upon written request.

        The Trust Agreement permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of the
Depositor and the rights of the Certificateholders under the Trust Agreement at
any time by the Depositor and the Owner Trustee, with the consent of the Holders
of the Controlling Class of the Notes representing a majority of the Outstanding
Amount of such Class, or, if all of the Notes have been paid in full, with the
consent of the Holders of the Controlling Class of Certificates representing a
majority of the Certificate Balance of such Class (excluding, in each case,
Securities held by [NARC] [NARC II], NMAC or any of their Affiliates unless at
such time all Notes or Certificates, as the case may be, are then owned by
[NARC] [NARC II], NMAC and their Affiliates). Any such consent by the holder of
this Certificate shall be conclusive and binding on such holder and on all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate or such replacement certificate.
The Trust Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of the Certificates or the
Notes.

        As provided in the Trust Agreement, and subject to certain limitations
therein set forth, the transfer of this Certificate is registerable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies of the Certificate Registrar maintained by
the Owner Trustee in the Borough of Manhattan in The City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Owner Trustee and the Certificate Registrar duly executed by the holder hereof
or such holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of authorized denominations evidencing the same aggregate
interest in the Trust will be issued to the designated transferee or
transferees. The initial Certificate Registrar appointed under the Trust
Agreement is [______], [City, State].

        The Certificates are issuable only as registered Certificates without
coupons in denominations of $[___] and in integral multiples of $[___] in excess
thereof. As provided in the Trust Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class of authorized denominations evidencing the same aggregate
denomination, as requested by the holder surrendering the same. No service
charge will be made for any such registration of transfer or exchange, but the
Owner Trustee or



                                      A-7
<PAGE>   47

the Certificate Registrar may require payment of a sum sufficient to cover any
tax or governmental charge payable in connection therewith.

        The Owner Trustee, the Certificate Registrar and any agent of the Owner
Trustee or the Certificate Registrar may treat the person in whose name this
Certificate is registered as the owner hereof for all purposes and none of the
Owner Trustee, the Certificate Registrar or any such agent shall be affected by
any notice to the contrary.

        The obligations and responsibilities created by the Trust Agreement and
the Trust created thereby shall terminate upon the payment to Certificateholders
of all amounts required to be paid to them pursuant to the Trust Agreement and
the Sale and Servicing Agreement [and the disposition of all property held as
part of the Owner Trust Estate]. NMAC, as servicer of the Receivables under the
Sale and Servicing Agreement, or any successor servicer, may at its option
purchase the corpus of the Trust at a price specified in the Sale and Servicing
Agreement, and any such purchase of the Receivables and other property of the
Trust will effect early retirement of the Certificates; however, such right of
purchase is exercisable only after the last day of the Collection Period as of
which the Pool Balance is less than or equal to 10% of the Original Pool
Balance.



                                      A-8
<PAGE>   48

                                   ASSIGNMENT

        FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE


--------------------------------------------------------------------------------
(Please print or type name and address, including postal zip code, of assignee)




--------------------------------------------------------------------------------
the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing


_________________________________________________________________ Attorney to
transfer said Certificate on the books of the Certificate Registrar, with full
power of substitution in the premises.

Dated:
      ---------------------------------

                                                                              */
                                            ------------------------------------
                                                    Signature Guaranteed:


                                                                              */
                                            ------------------------------------

----------
*/ NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Certificate in every particular, without
alteration, enlargement or any change whatever. Such signature must be
guaranteed by a member firm of the New York Stock Exchange or a commercial bank
or trust company.



                                      A-9
<PAGE>   49

                                                                       EXHIBIT B


                    FORM OF TRANSFEREE REPRESENTATION LETTER

Nissan Auto Receivables [___-__] Owner Trust
[NAME OF OWNER TRUSTEE],
not in its individual  capacity but solely as Owner Trustee
[ADDRESS]

[NAME OF CERTIFICATE REGISTRAR]
[ADDRESS]


Attention: Corporate Trust Services -- Nissan Auto Receivables [____-__] Owner
           Trust

           Re: Transfer of Nissan Auto Receivables [____-__] Owner Trust
               Certificate, Class [C][D]

Ladies and Gentlemen:

                This letter is delivered pursuant to Section 3.03 of the Amended
and Restated Trust Agreement, dated as of [____________] (the "Trust
Agreement"), between Nissan Auto Receivables Corporation, as Depositor, and
[_____________], as Owner Trustee (the "Owner Trustee"), in connection with the
transfer by _______________________________________ (the "Seller") to the
undersigned (the "Purchaser") of $__________________________ balance of the
Class [C][D] Certificates (the "Certificates"). Capitalized terms used and not
otherwise defined herein have the meanings assigned to such terms in the Trust
Agreement.

                In connection with such transfer, the undersigned hereby
represents and warrants to you and the addressees hereof as follows:

                [ ] I am not a Non-U.S. Person as defined in the Trust
Agreement; and

                [ ] I am not (i) an employee benefit plan subject to the
fiduciary responsibility provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA") or Section 4975 of the Internal Revenue Code
of 1986, as amended (the "Code"), or a governmental plan (as defined in Section
3(32) of ERISA) subject to any federal, state or local law ("Similar Law") which
is, to a material extent, similar to the foregoing provisions of ERISA or the
Code (each a "Plan") or (ii) a person acting on behalf of or using the assets of
any such Plan (including an entity whose underlying assets include Plan assets
by reason of investment in the entity by such Plan and the application of
Department of Labor Regulation Section 2510.3-101).



                        [Signature appears on next page]



                                      B-1
<PAGE>   50

                IN WITNESS WHEREOF, the Purchaser hereby executes this
Transferee Representation Letter on the ___ day of _______________, _____.



                                            Very truly yours,


                                            ------------------------------------
                                            The Purchaser

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



                                      B-2
<PAGE>   51

                                                                       EXHIBIT C


                    FORM OF TRANSFEROR REPRESENTATION LETTER

Nissan Auto Receivables [___-__]Owner Trust
[NAME OF OWNER TRUSTEE],
not in its individual  capacity but solely as Owner Trustee
[ADDRESS]

[NAME OF CERTIFICATE REGISTRAR]
[ADDRESS]


Attention: Corporate Trust Services -- Nissan Auto Receivables [____-__] Owner
           Trust

           Re: Transfer of Nissan Auto Receivables [____-__] Owner Trust
               Certificate, Class [C][D]

Ladies and Gentlemen:

        This letter is delivered pursuant to Section 3.03 of the Amended and
Restated Trust Agreement, dated as of [__________] (the "Trust Agreement"),
between Nissan Auto Receivables Corporation, as Depositor, and
(________________], as Owner Trustee (the "Owner Trustee"), in connection with
the transfer by _______________________________________ (the "Purchaser") to the
undersigned (the "Seller") of $__________________________ balance of Class
[C][D] Certificates (the "Certificates"). Capitalized terms used and not
otherwise defined herein have the meanings ascribed thereto in the Trust
Agreement. The Transferor hereby certifies, represents and warrants to you, as
Certificate Registrar, that:

                1. The Transferor is the lawful owner of the Transferred
        Certificates with the full right to transfer such Certificates free from
        any and all claims and encumbrances whatsoever.

                2. Neither the Transferor nor anyone acting on its behalf has
        (a) offered, transferred, pledged, sold or otherwise disposed of any
        Transferred Certificate, any interest in any Transferred Certificate or
        any other similar security to any person in any manner, (b) solicited
        any offer to buy or accept a transfer, pledge or other disposition of
        any Transferred Certificate, any interest in any Transferred Certificate
        or any other similar security from any person in any manner, (c)
        otherwise approached or negotiated with respect to any Transferred
        Certificate, any interest in any Transferred Certificate or any other
        similar security with any person in any manner, (d) made any general
        solicitation by means of general advertising or in any other manner, or
        (e) taken any other action, which (in the case of any of the acts
        described in clauses (a) through (e) hereof) would constitute a
        distribution of any Transferred Certificate under the Securities Act of



                                      C-1
<PAGE>   52

        1933, as amended (the "Securities Act"), or would render the disposition
        of any Transferred Certificate a violation of Section 5 of the
        Securities Act or any state securities laws, or would require
        registration or qualification of any Transferred Certificate pursuant to
        the Securities Act or any state securities laws.

                                            Very truly yours,


                                            ------------------------------------
                                            (Transferor)


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



                                      C-2