<PAGE>
                                                                     EXHIBIT 4.2








                                    INDENTURE







                   NISSAN AUTO RECEIVABLES _____-_ OWNER TRUST


                                    as Issuer




                                       and




                              [__________________],
               as Indenture Trustee [and Securities Intermediary]






                        Dated as of [__________________]






















                                                                     (Indenture)
<PAGE>
                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                            PAGE

<S>         <C>                                                             <C>
ARTICLE I       DEFINITIONS AND INCORPORATION BY REFERENCE.....................2

     1.01   Definitions........................................................2
     1.02   Usage of Terms....................................................11
     1.03   Incorporation by Reference of Trust Indenture Act.................11


ARTICLE II      NOTES.........................................................11

     2.01   Form..............................................................11
     2.02   Execution, Authentication and Delivery............................12
     2.03   Temporary Notes...................................................14
     2.04   Registration; Registration of Transfer and Exchange...............14
     2.05   Mutilated, Destroyed, Lost or Stolen Notes........................15
     2.06   Persons Deemed Owners.............................................16
     2.07   Payments of Principal and Interest................................16
     2.08   Cancellation......................................................17
     2.09   Release of Collateral.............................................17
     2.10   Book-Entry Notes..................................................17
     2.11   Notices to Clearing Agency........................................18
     2.12   Definitive Notes..................................................18
     2.13   Tax Treatment.....................................................19

ARTICLE III     COVENANTS, REPRESENTATIONS AND WARRANTIES.....................19

     3.01   Payment of Principal and Interest.................................19
     3.02   Maintenance of Office or Agency...................................19
     3.03   Money for Payments To Be Held in Trust............................20
     3.04   Existence.........................................................21
     3.05   Protection of Trust Estate........................................21
     3.06   Opinions as to Trust Estate.......................................22
     3.07   Performance of Obligations; Servicing of Receivables..............22
     3.08   Negative Covenants................................................24
     3.09   Annual Statement as to Compliance.................................25
     3.10   Issuer May Consolidate, etc., Only on Certain Terms...............26
     3.11   Successor or Transferee...........................................27
     3.12   No Other Business.................................................28
     3.13   No Borrowing......................................................28
     3.14   Servicer's Notice Obligations.....................................28
     3.15   Guarantees, Loans, Advances and Other Liabilities.................28
     3.16   Capital Expenditures..............................................28
     3.17   Removal of Administrator..........................................28
     3.18   Restricted Payments...............................................29
     3.19   Notice of Events of Default.......................................29
     3.20   Further Instruments and Actions...................................29
     3.21   Representations and Warranties....................................29
     3.22   [Calculation Agent................................................30
</TABLE>



                                       -i-                           (Indenture)
<PAGE>
                               TABLE OF CONTENTS
                                  (CONTINUED)


<TABLE>
<CAPTION>
                                                                            PAGE

<S>         <C>                                                             <C>
ARTICLE IV      SATISFACTION AND DISCHARGE....................................31

     4.01   Satisfaction and Discharge of Indenture...........................31
     4.02   Application of Trust Money........................................32
     4.03   Repayment of Moneys Held by Paying Agent..........................32


ARTICLE V       REMEDIES......................................................32

     5.01   Events of Default.................................................32
     5.02   Acceleration of Maturity; Rescission and Annulment................34
     5.03   Collection of Indebtedness and Suits for Enforcement by Indenture
            Trustee...........................................................35
     5.04   Remedies; Priorities..............................................37
     5.05   Optional Preservation of the Receivables..........................39
     5.06   Limitation of Suits...............................................39
     5.07   Unconditional Rights of Noteholders To Receive Principal and
            Interest..........................................................40
     5.08   Restoration of Rights and Remedies................................40
     5.09   Rights and Remedies Cumulative....................................40
     5.10   Delay or Omission Not a Waiver....................................40
     5.11   Control by Noteholders............................................41
     5.12   Waiver of Past Defaults...........................................41
     5.13   Undertaking for Costs.............................................42
     5.14   Waiver of Stay or Extension Laws..................................42
     5.15   Action on Notes...................................................42
     5.16   Performance and Enforcement of Certain Obligations................42


ARTICLE VI      THE INDENTURE TRUSTEE.........................................43

     6.01   Duties of Indenture Trustee.......................................43
     6.02   Rights of Indenture Trustee.......................................45
     6.03   Individual Rights of Indenture Trustee............................46
     6.04   Indenture Trustee's Disclaimer....................................46
     6.05   Notice of Defaults................................................47
     6.06   Reports by Indenture Trustee to Holders...........................47
     6.07   Compensation and Indemnity........................................47
     6.08   Replacement of Indenture Trustee..................................48
     6.09   Successor Indenture Trustee by Merger.............................49
     6.10   Appointment of Co-Indenture Trustee or Separate Indenture
            Trustee...........................................................49
     6.11   Eligibility; Disqualification.....................................50
     6.12   Preferential Collection of Claims Against Issuer..................50
     6.13   Acknowledgement by Indenture Trustee of its Obligations Under
            the Sale and Servicing Agreement..................................51
     6.14   [Interest Rate Swap Agreement Provisions..........................51
</TABLE>



                                      -ii-
<PAGE>
                               TABLE OF CONTENTS
                                  (CONTINUED)


<TABLE>
<CAPTION>
                                                                            PAGE

<S>         <C>                                                             <C>
ARTICLE VII     NOTEHOLDERS' LISTS AND REPORTS....................................53

     7.01   Note Registrar To Furnish Names and Addresses of Noteholders..........53
     7.02   Preservation of Information; Communications to Noteholders............53
     7.03   Reports by Issuer.....................................................53
     7.04   Reports by Indenture Trustee..........................................54
     7.05   [Indenture Trustee Website............................................54


ARTICLE VIII    ACCOUNTS, DISBURSEMENTS AND RELEASES..............................55

     8.01   Collection of Money...................................................55
     8.02   Accounts..............................................................55
     8.03   General Provisions Regarding Accounts.................................56
     8.04   Release of Trust Estate...............................................58
     8.05   Release of Receivables Upon Purchase by the Seller or the Servicer....58
     8.06   Opinion of Counsel....................................................59


ARTICLE IX      SUPPLEMENTAL INDENTURES...........................................59

     9.01   Supplemental Indentures Without Consent of Noteholders................59
     9.02   Supplemental Indentures with Consent of Noteholders...................60
     9.03   Execution of Supplemental Indentures..................................62
     9.04   Effect of Supplemental Indenture......................................62
     9.05   Conformity with Trust Indenture Act...................................62
     9.06   Reference in Notes to Supplemental Indentures.........................62


ARTICLE X       RELEASE...........................................................63

     10.01  Optional Purchase of All Receivables..................................63


ARTICLE XI      MISCELLANEOUS.....................................................63

     11.01  Compliance Certificates and Opinions, etc.............................63
     11.02  Form of Documents Delivered to Indenture Trustee......................65
     11.03  Acts of Noteholders...................................................65
     11.04  Notices, to Indenture Trustee, Issuer and Rating Agencies.............66
     11.05  Notices to Noteholders; Waiver........................................67
     11.06  Alternate Payment and Notice Provisions...............................67
     11.07  Conflict with Trust Indenture Act.....................................67
     11.08  Effect of Headings and Table of Contents..............................67
     11.09  Successors and Assigns................................................68
     11.10  Severability..........................................................68
     11.11  Benefits of Indenture.................................................68
     11.12  Governing Law.........................................................68
     11.13  Counterparts..........................................................68
     11.14  Recording of Indenture................................................68
</TABLE>



                                     -iii-
<PAGE>
                               TABLE OF CONTENTS
                                  (CONTINUED)


<TABLE>
<CAPTION>
                                                                            PAGE


<S>         <C>                                                             <C>
     11.15  Trust Obligation..................................................69
     11.16  No Petition.......................................................69
     11.17  Inspection........................................................69
EXHIBIT A-1 - Form of Class A-1 Note, Class A-2 Note, Class A-3 Note and Class B
              Note
EXHIBIT A-2 - Form of VPTN
</TABLE>









                                      -iv-
<PAGE>
                              CROSS-REFERENCE TABLE
                         (not a part of this Indenture)


<TABLE>
<CAPTION>
  TIA                                                                 Indenture
Section                                                                 Section
--------                                                             ----------

<S>                                                               <C>
(Section)310(a) (1)....................................................... 6.11
      (a) (2)............................................................. 6.11
      (a) (3)........................................................6.10(b)(i)
      (a) (4)............................................................. N.A.
      (a) (5)............................................................. 6.11
      (b) ................................................................ 5.04
                                                                           6.08
                                                                           6.11
                                                                          11.04
      (c) ................................................................ N.A.
(Section)311(a) .......................................................... 6.12
      (b) ................................................................ 6.12
      (c) ................................................................ N.A.
(Section)312(a) .......................................................... 7.01
      (b) ................................................................ 7.01
                                                                        7.01(b)
      (c) ............................................................. 7.02(c)
(Section)313(a) .......................................................... 7.04
      (b) (1)............................................................. N.A.
      (b) (2)............................................................. 7.04
      (c) ................................................................ 7.04
                                                                          11.04
      (d) ................................................................ 7.04
(Section)314(a) .....................................................3.09, 7.03
                                                                           7.04
                                                                          11.04
      (b) ................................................................ 3.06
                                                                           7.04
                                                                          11.14
      (c) (1) ............................................................ 6.02
                                                                        8.05(b)
                                                                           6.02
                                                                          11.01
      (c) (2)............................................................. 3.06
                                                                           3.10
                                                                           6.02
                                                                        8.05(b)
                                                                           8.06
                                                                          11.01
      (c) (3)............................................................ 11.01
      (d) ............................................................ 11.01(c)
      (e) ............................................................... 11.01
      (f) ................................................................ N.A.
(Section)315(a) .......................................................... 6.01
      (b) ................................................................ 6.05
      (c) ................................................................ N.A.
      (d) ............................................................. 6.01(c)
      (e) ................................................................ 5.13
</TABLE>


                                      -v-
<PAGE>




<TABLE>
<CAPTION>
   TIA                                                                 Indenture
Section                                                                 Section
--------                                                               ---------

<S>                                                               <C>
(Section)316(a) (1) (A)................................................ 6.01(c)
                                                                           5.11
      (a) (1) (B)......................................................... 5.12
      (a) (2)............................................................. N.A.
      (b) ................................................................ 5.07
                                                                        5.04(b)
      (c) ................... ............................................ 2.06
(Section)317(a) (1) ........ ............................................. 5.04
      (a) (2) ......................................................... 5.03(c)
                                                                        5.03(d)
                                                                           5.04
      (b) ................................................................ 3.03
(Section)318(a) ......................................................... 11.07
</TABLE>

---------
N.A. means not applicable






















                                      -vi-

<PAGE>




                  INDENTURE (this "Indenture"), dated as of
[__________________], between NISSAN AUTO RECEIVABLES [____-_] OWNER TRUST, a
Delaware statutory trust (the "Issuer"), and [__________________], a
[____________________], as trustee and not in its individual capacity (the
"Indenture Trustee").

                  Each party agrees as follows for the benefit of the other
party and for the equal and ratable benefit of (i) the Holders of the Issuer's
[__]% Asset Backed Notes, Class A-1 (the "Class A-1 Notes"), [__]% Asset Backed
Notes, Class A-2 (the "Class A-2 Notes"), [__]% Asset Backed Notes, Class A-3
(the "Class A-3 Notes" and, together with the Class A-1 and the Class A-2 Notes,
the "Class A Notes"), and [__]% Asset Backed Notes, Class B (the "Class B Notes"
and, together with the Class A Notes, the "Notes") and (ii) for the purposes of
the Granting Clause below, the Certificateholders:



                                 GRANTING CLAUSE

                  The Issuer hereby Grants to the Indenture Trustee at the
Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes
and Certificates [and the Swap Counterparty], the following:

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

                           (ii) the Collection Account and amounts on deposit in
         the Collection Account [and the Yield Supplement Account];

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

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

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

                           (vi) the rights of the Issuer under the Sale and
         Servicing Agreement, and, through the Seller, under the Purchase
         Agreement and the Assignment;

                           [(vii) the rights of the Issuer under the Yield
         Supplement Agreement;]

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




















                                                                     (Indenture)
<PAGE>




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

                           (x) all other assets comprising the Owner Trust
         Estate;

                           (xi) [the rights of the Issuer under the Interest
         Rate Swap Agreement and any interest rate cap agreement]; and

                           (xii) all proceeds of the foregoing.

                  The foregoing Grant is made in trust to secure the payment of
principal of and interest on, and any other amounts owing in respect of, the
Notes, equally and ratably without prejudice, priority or distinction, and to
secure compliance with the provisions of this Indenture, and subject to the
subordinate claims thereon of the Holders of the Certificates, all as provided
in this Indenture [and payment of amounts payable to the Swap Counterparty under
the Interest Rate Swap Agreement].

                  The Indenture Trustee, as Indenture Trustee on behalf of the
Holders of the Notes and for the benefit of the Certificateholders [and the Swap
Counterparty], acknowledges such Grant, accepts the trusts under this Indenture
in accordance with the provisions of this Indenture and agrees to perform its
duties required in this Indenture to the best of its ability to the end that the
interests of the Holders of the Notes may be adequately and effectively
protected and the rights of the Certificateholders [and the Swap Counterparty]
secured.

                                    ARTICLE I
                   Definitions and Incorporation by Reference

                  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 ascribed thereto in the Trust Agreement, the
Sale and Servicing Agreement and the Securities Account Control Agreement, as
the case may be, for all purposes of this Indenture. Except as otherwise
provided in this Indenture, whenever used herein the following words and
phrases, unless the context otherwise requires, shall have the following
meanings:

                  "Action" has the meaning specified in Section 11.03(a).

                  "Administration Agreement" means the Administration Agreement,
dated as of [___________], among the Administrator, the Issuer and the Indenture
Trustee.

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

                  "Applicant" has the meaning specified in Section 7.01.

                  "Authorized Officer" means with respect to the Issuer, any
officer of the Owner Trustee who is authorized to act for the Owner Trustee in
matters relating to the Issuer identified as such on any list of Authorized
Officers delivered by the Owner Trustee to the Indenture



                                        2                            (Indenture)



<PAGE>




                  Trustee.

                  "Book-Entry Notes" means a beneficial interest in the Class
A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class B Notes,
ownership and transfers of which shall be made through book entries by a
Clearing Agency as described in Section 2.10.

                  "Business Day" means any day except a Saturday, a Sunday or a
day on which banks in New York, New York, Los Angeles, California or
[________,________] are authorized or obligated by law, regulation, executive
order or governmental decree to be closed.

                  ["Calculation Agent" means the calculation agent appointed to
calculate interest rates and interest amounts on the VPTNs and to perform other
duties pursuant to Section 3.21 and shall initially be [________________].]

                  "Certificates" means the Class C Certificates and the Class D
Certificates.

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

                  "Class A-1 Notes" means the [____]% Asset Backed Notes, Class
A-1, substantially in the form attached hereto as Exhibit A-1.

                  "Class A-1 Rate" means [____]% per annum (computed on the
basis of [actual number of days in the related Interest Period and a 360-day
year] [a 360-day year consisting of twelve 30-day months]).

                  "Class A-2 Rate" means [____]% per annum (computed on the
basis of a 360-day year consisting of twelve 30-day months).

                  "Class A-2 Notes" means the [____]% Asset Backed Notes, Class
A-2, substantially in the form attached hereto as Exhibit A-1.

                  "Class A-3 Rate" means [____]% per annum (computed on the
basis of a 360-day year consisting of twelve 30-day months).

                  "Class A-3 Notes" means the [____]% Asset Backed Notes, Class
A-3, substantially in the form attached hereto as Exhibit A-1.

                  "Class B Rate" means [____]% per annum (computed on the basis
of a 360-day year consisting of twelve 30-day months).

                  "Class B Notes" means the [____]% Asset Backed Notes, Class B,
substantially in the form attached hereto as Exhibit A-1.

                  "Class C Certificates" means the [____]% Certificates of the
Issuer, Class C, issued under the Trust Agreement.

                  "Class D Certificates" means the [____]% Certificates of the
Issuer, Class D, issued under the Trust Agreement.


                                        3                            (Indenture)




<PAGE>




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

                  "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.

                  "Closing Date" means [__________, _____].


                  "Code" means the Internal Revenue Code of 1986, as amended,
and the Treasury Regulations promulgated thereunder.

                  "Collateral" means the property of the Issuer subject to the
Granting Clause hereof, the Reserve Account, all amounts held from time to time
in the Reserve Account and all investments therein.

                  "Corporate Trust Office" means the principal office of the
Indenture Trustee at which at any particular time its corporate trust business
shall be administered, which office at the date of execution of this Agreement
is located at [_______________]; Attention: [_______________], or at such other
address as the Indenture Trustee may designate from time to time by notice to
the Noteholders, the Issuer and the Administrator, or the principal corporate
trust office of any successor Indenture Trustee at the address designated by
such successor Indenture Trustee by notice to the Noteholders, the Issuer and
the Administrator.

                  "Default" means any occurrence that is, or with notice or the
lapse of time or both would become, an Event of Default.

                  "Definitive Notes" has the meaning specified in Section 2.10.

                  ["Designated LIBOR Page" means the display on Bridge Telerate,
Inc. or any successor service or any page as may replace the designated page on
that service or any successor service that displays the London interbank rates
on major banks for U.S. dollars.]

                  "Event of Default" has the meaning specified in Section 5.01.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

                  "Executive Officer" means, with respect to any corporation,
the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer,
President, Executive Vice President, any Vice President, the Secretary or the
Treasurer of such corporation; and with respect to any partnership, any general
partner thereof.

                  ["Extended Sequential Amortization Commencement Date" means
the Targeted Scheduled Distribution Date on which two subclasses of Class A
Notes which have reached or passed their Targeted Scheduled Distribution Dates
have not been paid in full after giving effect to all payments allocable to
principal on such Targeted Scheduled Distribution Date.]

                  ["Extended Sequential Amortization Period" means the period
commencing on an



                                        4                            (Indenture)



<PAGE>




Extended Sequential Amortization Commencement Date and ending on the
Distribution Date on which the Class A-3 Notes and the VPTNs are paid in full.]

                  "Grant" means mortgage, pledge, bargain, sell, warrant,
alienate, remise, release, convey, assign, transfer, create, and grant a lien
upon and a security interest in and right of set-off against, deposit, set over
and confirm pursuant to this Indenture. A Grant of the Collateral or of any
other agreement or instrument shall include all rights, powers and options (but
none of the obligations) of the granting party thereunder, including the
immediate and continuing right to claim for, collect, receive and give receipt
for principal and interest payments in respect of the Collateral and all other
moneys payable thereunder, to give and receive notices and other communications,
to make waivers or other agreements, to exercise all rights and options, to
bring Proceedings in the name of the granting party or otherwise, and generally
to do and receive anything that the granting party is or may be entitled to do
or receive thereunder or with respect thereto.

                  "Holder" or "Noteholder" means the Person in whose name a Note
is registered on the Note Register.

                  "Indenture Trustee" means [_______________], a
[____________________________], as Indenture Trustee under this Indenture, or
any successor Indenture Trustee under this Indenture.

                  "Independent" means, when used with respect to any specified
Person, that the Person is in fact independent of the Seller, the Servicer, the
Administrator, the Issuer or any other obligor on the Notes or any Affiliate of
any of the foregoing Persons because, among other things, such Person (a) is not
an employee, officer or director or otherwise controlled thereby or under common
control therewith, (b) does not have any direct financial interest or any
material indirect financial interest therein (whether as holder of securities
thereof or party to contract therewith or otherwise), and (c) is not and has not
within the preceding twelve months been a promoter, underwriter, trustee,
partner, director or person performing similar functions therefor or otherwise
had legal, contractual or fiduciary or other duties to act on behalf of or for
the benefit thereof.

                  "Independent Certificate" means a certificate or opinion to be
delivered to the Indenture Trustee, made by an Independent appraiser or other
expert appointed by an Issuer Order and approved by the Indenture Trustee in the
exercise of reasonable care, and such opinion or certificate shall state that
the signer has read the definition of "Independent" in this Indenture and that
the signer is Independent within the meaning thereof.

                  ["Interest Determination Date" means, with respect to any
Interest Period with respect to the [_________] Notes, the day that is two
London Business Days prior to the related Interest Reset Date.]

                  "Interest Period" means, with respect to any Distribution Date
and the Class A-1 Notes, the period from (and including) the preceding
Distribution Date to (but excluding) such Distribution Date, except that the
initial Interest Period will be from (and including) the Closing Date to (but
excluding) [___________], and, with respect to any Distribution Date and the
Class






                                        5                            (Indenture)



<PAGE>




A-2 Notes, the Class A-3 Notes and the Class B Notes, the period from (and
including) the 15th day of the preceding calendar month to (but excluding) the
15th day of the month in which such Distribution Date occurs, except that the
initial Interest Period will be from (and including) the Closing Date to (but
excluding) [__________].

                  "Interest Rate" means the Class A-1 Rate, the Class A-2 Rate,
the Class A-3 Rate or the Class B Rate, as indicated by the context.

                  ["Interest Rate Swap Agreement" shall mean the interest rate
swap agreement dated _________________, including all schedules and
confirmations thereto, between the Issuer and the Swap Counterparty, as the same
may be amended, supplemented, renewed, extended or replaced from time to time.]

                  ["Interest Reset Date" means, with respect to the VPTNs, the
first day of the applicable Interest Period.]

                  "Issuer" means Nissan Auto Receivables [____-_] Owner Trust
unless and until a successor replaces it and, thereafter, means the successor
and, for purposes of any provision contained herein and required by the TIA,
each other obligor on the Notes.

                  "Issuer Order" and "Issuer Request" mean a written order or
request signed in the name of the Issuer by any one of its Authorized Officers
and delivered to the Indenture Trustee.

                  ["LIBOR" means, for any Interest Period, the rate for deposits
in U.S. dollars for a one-month period that appears on the Designated LIBOR
Page, on the related Interest Determination Date; provided that, the following
procedures will be followed if LIBOR cannot be determined as described above:

                  (a) With respect to an Interest Determination Date on which no
         rate appears on the Designated LIBOR Page, LIBOR for the applicable
         Interest Determination Date will be the rate calculated by the
         Calculation Agent as the arithmetic mean of at least two quotations
         obtained by the Calculation Agent after requesting the principal London
         offices of each of four major reference banks in the London interbank
         market, which may include the Calculation Agent and its affiliates, as
         selected by the Calculation Agent, to provide the Calculation Agent
         with its offered quotation for deposits in U.S. dollars for a one-month
         period, commencing on the second London Business Day immediately
         following the applicable Interest Determination Date, to prime banks in
         the London interbank market at approximately 11:00 a.m., London time,
         on such Interest Determination Date and in a principal amount that is
         representative for a single transaction in U.S. dollars in that market
         at that time. If at least two such quotations are provided, LIBOR
         determined on the applicable Interest Determination Date will be the
         arithmetic mean of the quotations.

                  (b) If fewer than two quotations referred to in clause (a)
         above are provided, LIBOR determined on the applicable Interest
         Determination Date will be the rate calculated by the Calculation Agent
         as the arithmetic mean of the rates quoted at approximately 11:00 a.m.
         in New York on the applicable Interest Determination Date by three
         major banks, which may include the Calculation Agent and its
         affiliates, in New






                                        6                            (Indenture)


<PAGE>




         York, selected by the Calculation Agent for loans in U.S. dollars to
         leading European banks, having a maturity of one-month and in a
         principal amount that is representative for a single transaction in
         U.S. dollars in that market at that time.

                  (c) If the banks so selected by the Calculation Agent are not
         quoting as mentioned in clause (b) above, LIBOR for the applicable
         Interest Determination Date will be LIBOR in effect on the applicable
         Interest Determination Date.]

                  ["London Business Day" means any day on which dealings with
U.S. dollars are transacted in the London interbank market.]

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

                  "Note" means a Class A-1 Note, a Class A-2 Note, a Class A-3
Note or a Class B Note.

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

                  "Note Owner" means, with respect to a Book-Entry Note, any
Person who is the beneficial owner of such Book-Entry Note, as reflected on the
books of the Clearing Agency or on the books 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).

                  "Note Register" means the Register of Noteholders' information
maintained by the Note Registrar pursuant to Section 2.04.

                  "Note Registrar" means the Indenture Trustee unless and until
a successor Note Registrar shall have been appointed pursuant to Section 2.04.

                  "Officer's Certificate" means a certificate signed by any
Authorized Officer of the Issuer, under the circumstances described in, and
otherwise complying with, the applicable requirements of Section 11.01, and
delivered to the Indenture Trustee.

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

                  "Outstanding" means, as of the date of determination, all
Notes theretofore authenticated and delivered under this Indenture except:

                  (a) Notes theretofore canceled by the Note Registrar or
         delivered to the Note Registrar for cancellation;



                                        7                            (Indenture)


<PAGE>




                  (b) Notes or portions thereof the payment for which money in
         the necessary amount has been theretofore deposited with the Indenture
         Trustee or any Paying Agent in trust for the Holders of such Notes; and

                  (c) Notes in exchange for or in lieu of which other Notes have
         been authenticated and delivered pursuant to this Indenture unless
         proof satisfactory to the Indenture Trustee is presented that any such
         Notes are held by a protected purchaser;

provided, that in determining whether the Holders of the requisite percentage of
the Outstanding Amount of the Notes, or any Class of Notes, have given any
request, demand, authorization, direction, notice, consent, or waiver hereunder
or under any Basic Document, Notes owned by the Issuer, any other obligor upon
the Notes, the Seller or any Affiliate of any of the foregoing Persons shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Indenture Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent, or waiver, only
Notes that the Indenture Trustee knows to be so owned shall be so disregarded.
Notes so owned that have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Indenture
Trustee the pledgee's right so to act with respect to such Notes and that the
pledgee is not the Issuer, any other obligor upon the Notes, the Seller or any
Affiliate of any of the foregoing Persons.

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

                  "Owner Trustee" means [_______________], not in its individual
capacity but solely as Owner Trustee under the Trust Agreement, or any successor
Owner Trustee under the Trust Agreement.

                  "Paying Agent" means the Indenture Trustee or any other Person
that meets the eligibility standards for the Indenture Trustee specified in
Section 6.11 that has been authorized by the Issuer to make payments to and
distributions from the Collection Account, including payment of principal of or
interest on the Notes on behalf of the Issuer.

                  "Predecessor Note" means, with respect to any particular Note,
every previous Note evidencing all or a portion of the same debt as that
evidenced by such particular Note; and, for the purpose of this definition, any
Note authenticated and delivered under Section 2.05 in lieu of a mutilated,
lost, destroyed or stolen Note shall be deemed to evidence the same debt as the
mutilated, lost, destroyed or stolen Note.

                  "Proceeding" means any suit in equity, action at law or other
judicial or administrative proceeding.

                  "Registered Holder" means the Person in whose name a Note is
registered on the Note Register on the applicable Record Date.

                  "Responsible Officer" means, with respect to the Indenture
Trustee, any officer within the Corporate Trust Office of the Indenture Trustee,
including any Vice President, Assistant Vice President, Assistant Treasurer,
Assistant Secretary or any other officer of the



                                        8                            (Indenture)



<PAGE>




Indenture Trustee customarily performing functions similar to those performed by
any of the above designated officers and also, with respect to a particular
matter, any other officer to whom such matter is referred because of such
officer's knowledge of and familiarity with the particular subject.

                  "Sale and Servicing Agreement" means the Sale and Servicing
Agreement, dated as of [_______________], among the Issuer, Nissan Auto
Receivables Corporation II, as Seller, and Nissan Motor Acceptance Corporation,
as Servicer, and as to which the Indenture Trustee is a third party beneficiary
of certain provisions.

                  "Securities Act" means the Securities Act of 1933, as amended.

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

                  "Seller" shall mean Nissan Auto Receivables Corporation II, in
its capacity as seller under the Sale and Servicing Agreement, and its successor
in interest.

                  "Servicer" shall mean Nissan Motor Acceptance Corporation, in
its capacity as servicer under the Sale and Servicing Agreement, and any
Successor Servicer thereunder.

                  ["Spread" means with respect to any VPTN, the percentage over
LIBOR as determined at the time of issuance as set forth in such VPTN, which
percentage shall not exceed [____]%.]

                  "Successor Servicer" has the meaning specified in Section
3.07.

                  ["Swap Counterparty" shall mean __________, as swap
counterparty under the Interest Rate Swap Agreement, or any successor or
replacement swap counterparty from time to time under the Interest Rate Swap
Agreement. Each Swap Counterparty (or the institution guaranteeing such Swap
Counterparty's obligations) must have ratings at least equal to "[____]" by
Standard & Poor's, a division of The McGraw-Hill Companies, Inc. and "[____]" by
Moody's Investor Service, Inc. at the time of entry into the Interest Rate Swap
Agreement.]

                  ["Swap Payment" means on any Distribution Date the net amount,
if any, then payable by the Issuer to the Swap Counterparty, excluding any Swap
Termination Payments.]

                  ["Swap Receipt" means on any Distribution Date the net amount,
if any, then payable by a Swap Counterparty to the Issuer, excluding any Swap
Termination Payments.]

                  ["Swap Termination Payment" means any termination payment
payable by the Issuer to the Swap Counterparty or by the Swap Counterparty to
the Issuer under the Interest Rate Swap Agreement.]

                  ["Targeted Scheduled Distribution Date" means as set forth
below for each subclass of the Class A Note:






                                        9                            (Indenture)


<PAGE>


                                                 Targeted Scheduled
                                                 Distribution Date


                      Subclass

         Class A-1 Notes                          ______________, ________

         Class A-2 Notes                          ______________, ________

         Class A-3 Notes                          ______________, ________]


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

                  "Trust Indenture Act" or "TIA" means the Trust Indenture Act
of 1939 as in force on the date hereof, unless otherwise specifically provided.

                  "UCC" means, unless the context otherwise requires, the
Uniform Commercial Code, as in effect in the relevant jurisdiction at the
relevant time.

                  ["VTPN" means the Floating Rate Asset Backed Variable Pay Term
Notes issued from time to time by the Trust pursuant to this Indenture,
substantially in the form attached hereto as Exhibit A-2.]

                  ["VPTN Issuance Amount" means, for any Targeted Scheduled
Distribution Date, the amount the Issuer is able to issue pursuant to Section
2.02 of this Indenture, not to exceed an amount equal to (i) the aggregate
outstanding principal balance of the related subclass of the Class A Notes and
the aggregate outstanding balance of all the Class A Notes which were not paid
in full on their Targeted Schedule Distribution Dates over (ii) sum of the
amount on deposit in the Accumulation Account and the amount on deposit in the
Collection Account, if any, which is allocable to the subclass or subclasses of
the Class A Notes in (i) above.]

                  ["VPTN Rate" means, with respect to each VPTN, or any
Distribution Date, the rate equal to one-month LIBOR on the related LIBOR
Determination Date plus a fixed percentage spread for such VPTN determined at
the time of issuance based on market conditions; provided that such interest
rate shall not exceed one-month LIBOR plus [____%]. Interest with respect to any
VPTN shall be computed on the basis of actual days elapsed and a 360 day year
for all purposes of the Basic Documents.]


                                       10                            (Indenture)

<PAGE>




                  1.02 Usage of Terms. With respect to all terms in this
Indenture, the singular includes the plural and the plural the singular; words
importing any gender include the other genders; references to "writing" include
printing, typing, lithography and other means of reproducing words in a visible
form; references to agreements and other contractual instruments include all
subsequent amendments, amendments and restatements and supplements thereto or
changes therein entered into in accordance with their respective terms and not
prohibited by this Indenture; 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."

                  1.03 Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

                  "Commission" means the Securities and Exchange Commission.

                  "indenture securities" means the Notes.

                  "indenture security holder" means a Noteholder.

                  "indenture to be qualified" means this Indenture.

                  "indenture trustee" or "institutional trustee" means the
Indenture Trustee.

                  "obligor" on the indenture securities means the Issuer and any
other obligor on the indenture securities.

                  All other TIA terms used in this Indenture that are defined in
the TIA, defined in the TIA by reference to another statute or defined by
Commission rule have the meanings so assigned to them.

                                   ARTICLE II
                                      Notes

                  2.01 Form. The Class A-1 Notes, the Class A-2 Notes, the Class
A-3 Notes[, the VPTN] and the Class B Notes, in each case together with the
Indenture Trustee's certificate of authentication, shall be in substantially the
form set forth in Exhibit A, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may, consistently herewith,
be determined by the officers executing such Notes, as evidenced by their
execution thereof. Any portion of the text of any Note may be set forth on the
reverse thereof, with an appropriate reference thereto on the face of the Note.

                  The Definitive Notes shall be typewritten, printed,
lithographed or engraved or produced by any combination of these methods (with
or without steel engraved borders), all as determined by the officers executing
such Notes, as evidenced by their execution of such Notes.





                                       11                            (Indenture)


<PAGE>




                  Each Note shall be dated the date of its authentication. The
terms of the Notes set forth in Exhibit A are part of the terms of this
Indenture.

                  2.02 Execution, Authentication and Delivery. The Notes shall
be executed on behalf of the Issuer by any of its Authorized Officers. The
signature of any such Authorized Officer on the Notes may be manual or
facsimile. Notes bearing the manual or facsimile signature of individuals who
were at any time Authorized Officers of the Issuer shall bind the Issuer,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Notes or did not hold
such offices at the date of such Notes. The Indenture Trustee shall upon Issuer
Order authenticate and deliver the Class A-1 Notes for original issue in an
aggregate principal amount of $[_______________], the Class A-2 Notes for
original issue in an aggregate principal amount of $[_______________], the Class
A-3 Notes for original issue in an aggregate principal amount of
$[_______________], [the VPTN for original issue in an aggregate principal
amount of $[______________],] and the Class B Notes for original issue in an
aggregate principal amount of $[_______________]. The aggregate principal amount
of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class B
Notes outstanding at any time may not exceed such respective amounts except as
provided in Section 2.05. The Notes shall be issuable as registered Notes in
denominations of $1,000 and any integral multiple thereof. Each Note shall be
dated the date of its authentication.

                  [On the Targeted Scheduled Distribution Date for each subclass
of the Class A Notes, a VPTN may be issued in an amount equal to the VPTN
Issuance Amount. The Issuer shall execute the VPTN, and upon receipt of the
Issuer Order, the Indenture Trustee shall cause such VPTN to be authenticated
and delivered. Each such order shall set forth:

                           (i) the issuance date and Spread of the VPTN;

                           (ii) the aggregate principal amount of the VPTN to be
         authenticated and delivered on such issuance date,

                           (iii) the VPTN Rate for such VPTN; and

                           (iv) any other terms or provisions of such VPTN which
         shall not be inconsistent with the provisions of this Indenture.

                  The Indenture Trustee shall not, however, cause to be
authenticated and deliver any VPTN on a Targeted Scheduled Distribution Date
unless the Issuer has:

                           (i) delivered to the Indenture Trustee an Officer's
         Certificate certifying that the following conditions have been
         satisfied:

                                    (A) both before and after giving effect to
                           the issuance of the VPTN and to the application of
                           such proceeds and any amounts on deposit in the
                           Accumulation Account and in the Collection Account,
                           the aggregate principal balance of the receivables
                           must be equal to or greater than the aggregate
                           outstanding balance of the Class A Notes, the VPTNs,
                           the Class B Notes and the Class C Certificates;




                                       12                            (Indenture)


<PAGE>




                                    (B) an Extended Sequential Amortization
                           Period must not have occurred;

                                    (C) the VPTN must be rated "AAA" and "Aaa"
                           by S&P and Moody's, respectively;

                                    (D) the Interest Rate Swap Agreement must be
                           in full force and effect with a notional amount equal
                           to the sum of the principal balances of such VPTN and
                           any other outstanding VPTNs;

                                    (E) no Servicer Default shall have occurred
                           and be continuing;

                                    (F) no Event of Default shall have occurred
                           and be continuing;

                                    (G) the purchase price of the VPTN must be
                           equal to par; and

                                    (H) the interest rate on the VPTN must not
                           exceed one-month LIBOR plus [____]%.

                           (ii) delivered to the Indenture Trustee an Opinion of
         Counsel, which shall also be addressed to the purchaser of such VPTN
         and the Rating Agencies and shall be dated the related Targeted
         Scheduled Distribution Date, substantially to the effect that:

                                    (A) the Issuer has been duly formed and is
                           validly existing as a statutory trust under the
                           Delaware Statutory Trust Act (the "Statutory Trust
                           Act"), and has the power and authority under the
                           Trust Agreement and the Statutory Trust Act to
                           execute, deliver and perform its obligations under
                           the Trust Agreement, the Indenture, the Sale and
                           Servicing Agreement, the Administration Agreement,
                           the Interest Rate Swap Agreement, the Certificates
                           and the Notes;

                                    (B) the Issuer has full power and authority
                           to issue and sell the VPTN to be sold to the
                           purchaser on such Targeted Scheduled Distribution
                           Date, pursuant to a VPTN purchase agreement, and the
                           Issuer has duly authorized such sale to the purchaser
                           by all necessary action;

                                    (C) registration of the VPTN under the
                           Securities Act is not required in connection with the
                           purchase and sale of the VPTN pursuant to the VPTN
                           purchase agreement; and

                                    (D) the issuance and sale of the VPTN has
                           been duly authorized by the Trust, and the VPTN, when
                           duly executed by the Trust and authenticated by the
                           Indenture Trustee in accordance with the Indenture
                           and delivered to and paid for by the purchaser
                           thereof in accordance with the Indenture, will be
                           validly issued and outstanding and entitled to the
                           benefits of the Indenture.]

         No Note shall be entitled to any benefit under this Indenture or be
valid or




                                       13                            (Indenture)


<PAGE>




obligatory for any purpose, unless there appears on such Note a certificate of
authentication substantially in the form included in Exhibit A, executed by the
Indenture Trustee by the manual or facsimile signature of one of its authorized
signatories, and such certificate upon any Note shall be conclusive evidence,
and the only evidence, that such Note has been duly authenticated and delivered
hereunder.

                  2.03 Temporary Notes. Pending the preparation of Definitive
Notes, the Issuer may execute, and upon receipt of an Issuer Order the Indenture
Trustee shall authenticate and deliver, temporary Notes that are printed,
lithographed, typewritten, mimeographed or otherwise produced, of the tenor of
the Definitive Notes in lieu of which they are issued and with such variations
not inconsistent with the terms of this Indenture as the officers executing such
Notes may determine, as evidenced by their execution of such Notes. If temporary
Notes are issued, the Issuer will cause Definitive Notes to be prepared without
unreasonable delay. After the preparation of Definitive Notes, the temporary
Notes shall be exchangeable for Definitive Notes upon surrender of the temporary
Notes at the office or agency of the Issuer to be maintained as provided in
Section 3.02, without charge to the Holder. Upon surrender for cancellation of
any one or more temporary Notes of any Class, the Issuer shall execute, and the
Indenture Trustee shall authenticate and deliver in exchange therefor, a like
principal amount of Definitive Notes of such Class of authorized denominations.
Until so exchanged, the temporary Notes shall in all respects be entitled to the
same benefits under this Indenture as Definitive Notes.

                  2.04 Registration; Registration of Transfer and Exchange.

                  (a) The Note Registrar shall maintain a Note Register in
         which, subject to such reasonable regulations as it may prescribe, the
         Note Registrar shall provide for the registration of Notes and
         transfers and exchanges of Notes as provided in this Indenture. The
         Indenture Trustee is hereby initially appointed Note Registrar for the
         purpose of registering Notes and transfers and exchanges of Notes as
         provided in this Indenture. In the event that, subsequent to the
         Closing Date, the Indenture Trustee notifies the Issuer that it is
         unable to act as Note Registrar, the Issuer shall appoint another bank
         or trust company, having an office or agency located in the Borough of
         Manhattan, The City of New York, agreeing to act in accordance with the
         provisions of this Indenture applicable to it, and otherwise acceptable
         to the Indenture Trustee, to act as successor Note Registrar under this
         Indenture.

                  If a Person other than the Indenture Trustee is appointed by
the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt
written notice of the appointment of such Note Registrar and of the location,
and any change in the location, of the Note Register, and the Indenture Trustee
shall have the right to inspect the Note Register at all reasonable times and to
obtain copies thereof, and the Indenture Trustee shall have the right to rely
upon a certificate executed on behalf of the Note Registrar by an Executive
Officer thereof as to the names and addresses of the Holders of the Notes and
the principal amounts and number of such Notes.

                  (b) Upon the proper surrender for registration of transfer of
         any Note at the office or agency of the Issuer to be maintained as
         provided in Section 3.02, the Issuer shall execute, and the Indenture
         Trustee shall authenticate in the name of the designated



                                       14                            (Indenture)




<PAGE>




         transferee or transferees, one or more new Notes of the same Class in
         authorized denominations of a like aggregate principal amount.

                  (c) At the option of the Holder, Notes may be exchanged for
         other Notes of the same Class in any authorized denominations, of a
         like aggregate principal amount, upon surrender of the Notes to be
         exchanged at such office or agency. Whenever any Notes are so
         surrendered for exchange, the Issuer shall execute, and the Indenture
         Trustee shall authenticate and the Noteholder shall obtain from the
         Indenture Trustee, the Notes which the Noteholder making the exchange
         is entitled to receive. Every Note presented or surrendered for
         registration of transfer or exchange shall be accompanied by a written
         instrument of transfer in form satisfactory to the Indenture Trustee
         and the Note Registrar duly executed by the Holder thereof or his
         attorney duly authorized in writing.

                  (d) No service charge shall be made for any registration of
         transfer or exchange of Notes, but the Indenture Trustee 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
         Notes.

                  (e) All Notes surrendered for registration of transfer or
         exchange shall be canceled and subsequently destroyed by the Indenture
         Trustee.

                  2.05 Mutilated, Destroyed, Lost or Stolen Notes. If (i) any
mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Note, and (ii) there is delivered to the Indenture Trustee such security or
indemnity as may be required by it to hold the Issuer and the Indenture Trustee
harmless, then, in the absence of notice to the Issuer, the Note Registrar or
the Indenture Trustee that such Note has been acquired by a protected purchaser,
the Issuer shall execute, and upon its request the Indenture Trustee shall
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Note, a replacement Note of the same Class. In
connection with the issuance of any new Note under this Section 2.05, the Issuer
may require payment by the Holder of such Note of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto.

                  If, after the delivery of such replacement Note or payment of
a destroyed, lost or stolen Note, a protected purchaser of the original Note in
lieu of which such replacement Note was issued presents for payment such
original Note, the Issuer and the Indenture Trustee shall be entitled to recover
such replacement Note (or such payment) from the Person to whom it was delivered
or any Person taking such replacement Note from such Person to whom such
replacement Note was delivered or any assignee of such Person, except a
protected purchaser, and shall be entitled to recover upon the security or
indemnity provided therefor to the extent of any loss, damage, cost or expense
incurred by the Issuer or the Indenture Trustee in connection therewith.

                  Every replacement Note issued pursuant to this Section 2.05 in
replacement of any mutilated, destroyed, lost or stolen Note shall constitute an
original additional contractual obligation of the Issuer, whether or not the
mutilated, destroyed, lost or stolen Note shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally



                                       15                            (Indenture)



<PAGE>




and proportionately with any and all other Notes of the same Class duly issued
hereunder.

                  The provisions of this Section 2.05 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Notes.

                  2.06 Persons Deemed Owners. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Indenture Trustee and any
agent of the Issuer or the Indenture Trustee may treat the Person in whose name
any Note is registered (as of the day of determination) as the owner of such
Note for the purpose of receiving payments of principal of and interest, if any,
on such Note and for all other purposes whatsoever, and none of the Issuer, the
Indenture Trustee or any agent of the Issuer or the Indenture Trustee shall be
affected by notice to the contrary.

                  2.07 Payments of Principal and Interest.

                  (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3
         Notes and the Class B Notes shall accrue interest during each Interest
         Period at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate
         and the Class B Rate, respectively, and such interest shall be payable
         on each related Distribution Date as specified in the applicable Note
         by applying amounts available pursuant to Section 5.06 of the Sale and
         Servicing Agreement and to Section 3.01 of this Indenture. Any
         installment of interest or principal payable on any Note that is
         punctually paid or duly provided for by the Issuer on the applicable
         Distribution Date shall be paid to the Person in whose name such Note
         (or one or more Predecessor Notes) is registered on the Record Date by
         wire transfer in immediately available funds to the account designated
         by such nominee, except for the final installment of principal payable
         with respect to such Note on a Distribution Date or on the applicable
         Final Scheduled Distribution Date, which shall be payable as provided
         below.

                  (b) The principal of each Note shall be payable in
         installments on each Distribution Date by applying amounts available
         pursuant to Section 5.06 of the Sale and Servicing Agreement.
         Notwithstanding the foregoing, the entire unpaid principal amount of
         the Notes shall be due and payable, if not previously paid, from and
         after the date on which the Indenture Trustee or the Holders of the
         Controlling Class of Notes representing not less than a majority of the
         Outstanding Amount of such Class (excluding for such purpose the
         outstanding principal amount of any Notes held of record or
         beneficially owned by NARC II, NMAC or any of their Affiliates unless
         at such time all of the Notes of such Class are held of record or
         beneficially owned by NARC II, NMAC or any of their Affiliates) have
         declared the Notes to be immediately due and payable in the manner
         provided in Section 5.02 in connection with an Event of Default. All
         principal payments on each Class of Notes shall be made pro rata to the
         Noteholders of such Class entitled thereto. The Indenture Trustee shall
         notify the Person in whose name a Note is registered at the close of
         business on the Record Date preceding the Distribution Date on which
         the final installment of principal of and interest on such Note will be
         paid. Such notice shall be mailed or transmitted by facsimile not less
         than 15 nor more than 30 days prior to such final Distribution Date,
         shall specify that such final installment will be payable only upon




                                       16                            (Indenture)

<PAGE>




         presentation and surrender of such Note and shall specify the place
         where such Note may be presented and surrendered for payment of such
         installment.

                  2.08 Cancellation. All Notes surrendered for payment,
registration of transfer or exchange shall, if surrendered to any Person other
than the Indenture Trustee, be delivered to the Indenture Trustee and shall be
promptly canceled by the Indenture Trustee. The Issuer may at any time deliver
to the Indenture Trustee for cancellation any Notes previously authenticated and
delivered hereunder which the Issuer may have acquired in any manner whatsoever,
and all Notes so delivered shall be promptly canceled by the Indenture Trustee.
No Notes shall be authenticated in lieu of or in exchange for any Notes canceled
as provided in this Section, except as expressly permitted by this Indenture.
All canceled Notes may be held or disposed of by the Indenture Trustee in
accordance with its standard retention or disposal policy as in effect at the
time unless the Issuer shall direct by an Issuer Order that they be destroyed or
returned to it; provided, that such Issuer Order is timely and the Notes have
not been previously disposed of by the Indenture Trustee.

                  2.09 Release of Collateral. Subject to Sections 8.05 and 11.01
and the terms of the Basic Documents, the Indenture Trustee shall release
property from the lien of this Indenture only upon receipt of an Issuer Request
accompanied by an Officer's Certificate, an Opinion of Counsel and Independent
Certificates in accordance with TIA Sections 314(c) and 314(d)(l) or an Opinion
of Counsel in lieu of such Independent Certificates to the effect that the TIA
does not require any such Independent Certificates.

                  2.10 Book-Entry Notes. The Notes, upon original issuance, will
be issued in the form of typewritten Notes representing the Book-Entry Notes, to
be delivered to The Depository Trust Company, the initial Clearing Agency, or a
custodian therefor, by, or on behalf of, the Issuer. The Book-Entry Notes shall
be registered initially on the Note Register in the name of Cede & Co., the
nominee of the initial Clearing Agency, and no Note Owner thereof will receive a
Definitive Note representing such Note Owner's interest in such Note, except as
provided in Section 2.12. Unless and until definitive, fully registered Notes
(the "Definitive Notes") have been issued to such Note Owners pursuant to
Section 2.12:

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

                  (b) the Note Registrar and the Indenture Trustee shall be
         entitled to deal with the Clearing Agency for all purposes of this
         Indenture (including the payment of principal of and interest on the
         Notes and the giving of instructions or directions hereunder) as the
         authorized representative of the Note Owners;

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

                  (d) the rights of Note Owners shall be exercised only through
         the Clearing Agency and shall be limited to those established by law
         and agreements between such Note Owners and the Clearing Agency and/or
         the Clearing Agency Participants pursuant to the Note Depository
         Agreement. Unless and until Definitive Notes are issued pursuant to
         Section 2.12, the initial Clearing Agency will make book-entry
         transfers among the






                                       17                             Indenture)


<PAGE>



         Clearing Agency Participants and receive and transmit payments of
         principal of and interest on the Notes to such Clearing Agency
         Participants; and

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

                  2.11 Notices to Clearing Agency. Whenever a notice or other
communication to the Noteholders is required under this Indenture, unless and
until Definitive Notes shall have been issued to such Note Owners pursuant to
Section 2.12, the Indenture Trustee shall give all such notices and
communications specified herein to be given to Holders of the Notes to the
Clearing Agency and shall be deemed to have been given as of the date of
delivery to the Clearing Agency.

                  2.12 Definitive Notes. If (i) the Seller, the Owner Trustee or
the Administrator advises the Indenture Trustee in writing that the Clearing
Agency is no longer willing or able to properly discharge its responsibilities
with respect to the Book-Entry Notes and the Seller, the Owner Trustee and the
Administrator are unable to locate a qualified successor (and if the
Administrator has made such determination, the Administrator has given written
notice thereof to the Indenture Trustee), [(ii) the Seller, the Indenture
Trustee or the Administrator at its option advises each other such 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, Note Owners representing beneficial interests aggregating a majority of
the Outstanding Amount of the Notes of all Classes advise the Indenture Trustee
and the Clearing Agency in writing that the continuation of a book-entry system
through the Clearing Agency or a successor thereto is no longer in the best
interests of the Note Owners acting together as a single Class, then the
Clearing Agency shall notify all Note Owners and the Indenture Trustee of the
occurrence of such event and of the availability of Definitive Notes to Note
Owners requesting the same. Upon surrender to the Indenture Trustee of the
typewritten Notes representing the Book-Entry Notes by the Clearing Agency,
accompanied by registration instructions, the Issuer shall execute and the
Indenture Trustee shall authenticate the Definitive Notes in accordance with the
instructions of the Clearing Agency. None of the Issuer, the Note Registrar or
the Indenture 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 Notes, the Indenture Trustee
shall recognize the Holders of the Definitive Notes as Noteholders. The
Indenture Trustee, Issuer and Administrator shall not be liable for any
inability to locate a qualified successor Clearing Agency. From and after the
date of issuance of Definitive Notes, all notices to be given to Noteholders
will be mailed thereto at their addresses of record in the Note Register as of
the relevant Record Date. Such notices will be deemed to have been given as of
the date of mailing.


                                       18                            (Indenture)

<PAGE>

         2.13 Tax Treatment. The Issuer has entered into this Indenture, and the
Notes will be issued, with the intention that, for federal, state and local
income, single business and franchise tax purposes, the Notes will qualify as
indebtedness of the Issuer secured by the Trust Estate or, for periods during
which there is a single beneficial owner of the Certificates, indebtedness of
the Certificateholder issued by the Trust Estate. The Issuer, by entering into
this Indenture, and each Noteholder, by its acceptance of a Note (and each Note
Owner by its acceptance of an interest in the applicable Book-Entry Note), agree
to treat the Notes for federal, state and local income, single business and
franchise tax purposes as indebtedness of the Issuer.

                                   ARTICLE III

                    Covenants, Representations and Warranties

         3.01 Payment of Principal and Interest. In accordance with the terms of
this Indenture, the Issuer will duly and punctually (i) pay the principal of and
interest, if any, on the Notes in accordance with the terms of the Notes and
this Indenture and (ii) cause the Servicer to direct the Indenture Trustee to
release from the Collection Account all other amounts distributable or payable
from the Owner Trust Estate under the Trust Agreement, the Sale and Servicing
Agreement and the Administration Agreement. Without limiting the foregoing and
in order to fulfill such obligations, pursuant to Sections 8.02 and 8.03 hereof,
the Issuer will cause the Servicer to direct the Indenture Trustee to apply all
amounts on deposit in the Collection Account [, and] the Reserve Account [and
the Yield Supplement Account] on a Distribution Date deposited therein pursuant
to the Sale and Servicing Agreement (i) (a) for the benefit of the Class A-1
Notes, to the Class A-1 Noteholders, (b) for the benefit of the Class A-2 Notes,
to the Class A-2 Noteholders, (c) for the benefit of the Class A-3 Notes, to the
Class A-3 Noteholders, and (d) for the benefit of the Class B Notes, to the
Class B Noteholders, and (ii) for the benefit of the Certificateholders, to or
as directed by the Owner Trustee or the Administrator, as set forth in Section
5.06, 5.07 and 5.08 of the Sale and Servicing Agreement. Amounts properly
withheld under the Code by any Person from a payment to any Noteholder or
Certificateholder of interest and/or principal shall be considered as having
been paid by the Issuer to such Noteholder or Certificateholder for all purposes
of this Indenture.

         3.02 Maintenance of Office or Agency. The Issuer will maintain in the
Borough of Manhattan, The City of New York, an office or agency where Notes may
be surrendered for registration of transfer or exchange, and where notices and
demands to or upon the Issuer in respect of the Notes and this Indenture may be
served. The Issuer hereby initially appoints [the Indenture Trustee] to serve as
its agent for the foregoing purposes. The Issuer will give prompt written notice
to the Indenture Trustee of the location, and of any change in the location, of
any such office or agency. If at any time the Issuer shall fail to maintain any
such office or agency or shall fail to furnish the Indenture Trustee with the
address thereof, such surrenders, notices and demands may be made or served at
the Corporate Trust Office, and the Issuer hereby appoints the Indenture Trustee
as its agent to receive all such surrenders, notices and demands.


                                       19                            (Indenture)

<PAGE>




         3.03 Money for Payments To Be Held in Trust. As provided in Sections
8.02 and 8.03, all payments of amounts due and payable with respect to any Notes
that are to be made from amounts withdrawn from the Collection Account, [the
Accumulation Account,] [or] the Reserve Account [or the Yield Supplement
Account] pursuant to Sections 8.02 and 8.03 shall be made on behalf of the
Issuer by the Indenture Trustee or by the Paying Agent, and no amounts so
withdrawn from such accounts for payments of Notes shall be paid over to the
Issuer, the Owner Trustee or the Administrator except as provided in this
Section.

         On or before each Distribution Date, the Issuer shall deposit in the
Collection Account or, in accordance with the Sale and Servicing Agreement,
cause to be deposited (including the provision of instructions to the Indenture
Trustee to make any required withdrawals from the Reserve Account [or the Yield
Supplement Account] and to deposit such amounts in the Collection Account), an
aggregate sum sufficient to pay the amounts then becoming due under the Notes[,
the Interest Rate Swap Agreement] and the Certificates, such sum to be held in
trust for the benefit of the Persons entitled thereto, and (unless the Paying
Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of
its action or failure so to act.

         The Indenture Trustee, as Paying Agent, hereby agrees with the Issuer
that it will, and the Issuer will cause each Paying Agent other than the
Indenture Trustee, as a condition to its acceptance of its appointment as Paying
Agent, to execute and deliver to the Indenture Trustee an instrument in which
such Paying Agent shall agree with the Indenture Trustee, subject to the
provisions of this Section, that such Paying Agent will:

         (a) hold all sums held by it for the payment of amounts due with
     respect to the Notes or Certificates or for release to the Issuer for
     payment on the Certificates in trust for the benefit of the Persons
     entitled thereto until such sums shall be paid to such Persons or otherwise
     disposed of as herein provided and pay or release such sums to such Persons
     as herein provided;

         (b) give the Indenture Trustee notice of any default by the Issuer
     (or any other obligor upon the Notes) of which it has actual knowledge
     in the making of any payment required to be made with respect to the Notes
     or the release of any amounts to the Issuer to be paid to the
     Certificateholders;

         (c) at any time during the continuance of any such default, upon the
     written request of the Indenture Trustee, forthwith pay to the Indenture
     Trustee all sums so held in trust by such Paying Agent;

         (d) immediately resign as a Paying Agent and forthwith pay to the
     Indenture Trustee all sums held by it in trust for the payment of Notes (or
     for release to the Issuer) if at any time it ceases to meet the standards
     required to be met by a Paying Agent at the time of its appointment; and

         (e) comply with all requirements of the Code with respect to the
     withholding from any payments made by it on any Notes or Certificates (or
     assisting the Issuer to withhold from payment to the Certificateholders) of
     any applicable withholding taxes

                                       20                            (Indenture)
<PAGE>


     imposed thereon and with respect to any applicable reporting requirements
     in connection therewith.

         The Issuer may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, by Issuer
Order direct any Paying Agent to pay to the Indenture Trustee all sums held in
trust by such Paying Agent, such sums to be held by the Indenture Trustee upon
the same trusts as those upon which the sums were held by such Paying Agent; and
upon such payment by any Paying Agent to the Indenture Trustee, such Paying
Agent shall be released from all further liability with respect to such money.

         Subject to applicable laws with respect to escheat of funds, any money
held by the Indenture Trustee or any Paying Agent in trust for the payment of
any amount due with respect to any Note and remaining unclaimed after such
amount has become due and payable and after the Indenture Trustee has taken the
steps described in this paragraph shall be discharged from such trust and be
paid to Children's Hospital Los Angeles upon presentation thereto of an Issuer
Request; and the Holder of such Note shall thereafter, as an unsecured general
creditor, look only to the Issuer for payment thereof, and all liability of the
Indenture Trustee or such Paying Agent with respect to such trust money shall
thereupon cease. In the event that any Noteholder shall not surrender its Notes
for retirement within six months after the date specified in the written notice
of final payment described in Section 2.07, the Indenture Trustee will give a
second written notice to the registered Noteholders that have not surrendered
their Notes for final payment and retirement. If within one year after such
second notice any Notes have not been surrendered, the Indenture Trustee shall,
at the expense and direction of the Issuer, cause to be published once, in a
newspaper published in the English language, customarily published on each
Business Day and of general circulation in The City of New York, notice that
such money remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be paid to Children's Hospital Los
Angeles. The Indenture Trustee shall also adopt and employ, at the expense and
direction of the Issuer, any other reasonable means of notification of such
repayment specified by the Issuer or the Administrator.

         3.04 Existence. The Issuer will keep in full effect its existence,
rights and franchises as a statutory trust under the laws of the State of
Delaware (unless it becomes, or any successor Issuer hereunder is or becomes,
organized under the laws of any other State or of the United States of America,
in which case the Issuer will keep in full effect its existence, rights and
franchises under the laws of such other jurisdiction) and will obtain and
preserve its qualification to do business in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Indenture, the Notes, the Collateral and each other
instrument or agreement included in the Trust Estate or the Owner Trust Estate.

         3.05 Protection of Trust Estate. The Issuer will from time to time
execute and deliver all such supplements and amendments hereto and all such
financing statements, continuation statements, instruments of further assurance
and other instruments, and will take such other action necessary or advisable
to:

         (a) maintain or preserve the lien and security interest (and the
     priority thereof) of this Indenture or carry out more effectively the
     purposes hereof;


                                       21                            (Indenture)
<PAGE>




         (b) perfect, publish notice of or protect the validity of any Grant
     made or to be made by this Indenture;

         (c) enforce any of the Collateral; or

         (d) preserve and defend title to the Trust Estate and the rights of
     the Indenture Trustee[, the Swap Counterparty] and the Noteholders in such
     Trust Estate against the claims of all persons and parties.

         The Issuer hereby designates the Indenture Trustee its agent and
attorney-in-fact to execute any financing statement, continuation statement or
other instrument required to be executed pursuant to this Section 3.05.

         3.06 Opinions as to Trust Estate.

         (a) On the Closing Date, the Issuer shall furnish or cause to be
     furnished to the Indenture Trustee an Opinion of Counsel either stating
     that, in the opinion of such counsel, such action has been taken with
     respect to the execution, recording and filing of this Indenture, any
     indentures supplemental hereto, any requisite financing statements and
     continuation statements and any other requisite documents necessary to
     perfect and make effective the lien and security interest of this Indenture
     or stating that, in the opinion of such counsel, no such action is
     necessary to make such lien and security interest effective.

         (b) As and when specified in Section 10.02(h) of the Sale and
     Servicing Agreement, the Issuer shall furnish or cause to be furnished to
     the Indenture Trustee an Opinion of Counsel either stating that, in the
     opinion of such counsel, such action has been taken with respect to the
     execution, recording, filing or re-recording and refiling of this
     Indenture, any indentures supplemental hereto, any financing statements and
     continuation statements and any other requisite documents necessary to
     maintain the lien and security interest created by this Indenture or
     stating that in the opinion of such counsel no such action is necessary to
     maintain such lien and security interest. Such Opinion of Counsel shall
     also describe the execution, recording, filing or re-recording and refiling
     of this Indenture, any indentures supplemental hereto, any financing
     statements and continuation statements and any other documents that will,
     in the opinion of such counsel, be required to maintain the lien and
     security interest of this Indenture until the date in the following
     calendar year on which such Opinion of Counsel must again be delivered.

         3.07 Performance of Obligations; Servicing of Receivables.

         (a) The Issuer will not take any action and will use its best efforts
     not to permit any action to be taken by others that would release any
     Person from any of such Person's material covenants or obligations under
     any instrument or agreement included in the Trust Estate or that would
     result in the amendment, hypothecation, subordination, termination or
     discharge of, or impair the validity or effectiveness of, any such
     instrument or agreement, except as expressly provided in the Basic
     Documents.

                                       22                            (Indenture)
<PAGE>

         (b) The Issuer may contract with other Persons to assist it in
     performing its duties under this Indenture, and any performance of such
     duties by a Person identified to the Indenture Trustee in an Officer's
     Certificate of the Issuer shall be deemed to be action taken by the Issuer.
     Initially, the Issuer has contracted with the Servicer and the
     Administrator to assist the Issuer in performing its duties under this
     Indenture.

         (c) The Issuer will punctually perform and observe all of its
     obligations and agreements contained in the Basic Documents and in the
     instruments and agreements included in the Trust Estate, including but not
     limited to filing or causing to be filed all UCC financing statements and
     continuation statements required to be filed by the terms of the Trust
     Agreement, this Indenture and the Sale and Servicing Agreement in
     accordance with and within the time periods provided for herein and
     therein.

         (d) If an Authorized Officer of the Issuer shall have knowledge of
     the occurrence of a Servicer Default under the Sale and Servicing
     Agreement, the Issuer shall promptly notify the Indenture Trustee and the
     Rating Agencies thereof, and shall specify in such notice the action, if
     any, the Issuer is taking with respect of such default. If a Servicer
     Default shall arise from the failure of the Servicer to perform any of its
     duties or obligations under the Sale and Servicing Agreement with respect
     to the Receivables, the Issuer shall take all reasonable steps available to
     it to remedy such failure.

         (e) As promptly as possible after the giving of notice of termination
     to the Servicer of the Servicer's rights and powers pursuant to Section
     8.01 of the Sale and Servicing Agreement, the Indenture Trustee shall
     appoint a successor servicer (the "Successor Servicer"), and such Successor
     Servicer shall accept its appointment by a written assumption in a form
     acceptable to the Indenture Trustee. In the event that a Successor Servicer
     has not been appointed and accepted its appointment as set forth in Section
     8.02 of the Sale and Servicing Agreement, the Indenture Trustee without
     further action shall automatically be appointed the Successor Servicer and
     shall thereafter be entitled to the Total Servicing Fee. Notwithstanding
     the above, the Indenture Trustee shall, if it shall be legally unable so to
     act, appoint or petition a court of competent jurisdiction to appoint, and
     the predecessor Servicer, if no successor Servicer has been appointed at
     the time the predecessor Servicer has ceased to act, may petition a court
     of competent jurisdiction to appoint, any established institution having a
     net worth of not less than $100,000,000 and whose regular business shall
     include the servicing of automobile and/or light-duty truck receivables, as
     the successor to the Servicer under the Sale and Servicing Agreement. Upon
     such appointment, the Indenture Trustee will be released from the duties
     and obligations of acting as Successor Servicer, such release effective
     upon the effective date of the servicing agreement entered into between the
     Successor Servicer and the Issuer.

         In connection with any such appointment, the Indenture Trustee may make
such arrangements for the compensation of such successor as it and such
Successor Servicer shall agree, subject to the limitations set forth below and
in the Sale and Servicing Agreement, and in accordance with Section 8.02 of the
Sale and Servicing Agreement, the Issuer shall enter into an agreement with such
Successor Servicer for the servicing of the Receivables (such agreement to be in
form and substance satisfactory to the Indenture Trustee). If the Indenture
Trustee shall

                                       23                            (Indenture)
<PAGE>

succeed to the Servicer's duties as servicer of the Receivables as provided
herein, it shall do so in its individual capacity and not in its capacity as
Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be
inapplicable to the Indenture Trustee in its duties as Successor Servicer and
the servicing of the Receivables. In case the Indenture Trustee shall become the
Successor Servicer, the Indenture Trustee shall be entitled to appoint as a
subservicer any one of its Affiliates, provided that the Indenture Trustee, in
its capacity as Successor Servicer, shall remain fully liable for the actions
and omissions of such Affiliate.

         (f) Upon any termination of the Servicer's rights and powers pursuant
     to the Sale and Servicing Agreement, the Issuer shall promptly notify the
     Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer
     shall notify the Indenture Trustee of such appointment, specifying in such
     notice the name and address of such Successor Servicer.

         (g) Without derogating from the absolute nature of the assignment
     granted to the Indenture Trustee under this Indenture or the rights of the
     Indenture Trustee hereunder, the Issuer agrees (i) that it will not,
     without the prior written consent of the Indenture Trustee and the Holders
     of the Controlling Class of Notes representing a majority in Outstanding
     Amount of such Class (excluding for such purposes the outstanding principal
     amount of any Notes held of record or beneficially owned by NMAC, NARC II
     or any of their Affiliates, unless at such time, all of the Notes of such
     Class are held of record or beneficially owned by NARC II, NMAC or any of
     their Affiliates), amend, modify, waive, supplement, terminate or
     surrender, or agree to any amendment, modification, waiver, supplement,
     termination or surrender of, the terms of any Collateral (except to the
     extent otherwise provided in the Sale and Servicing Agreement) or the Basic
     Documents, or waive timely performance or observance by the Servicer or the
     Seller under the Sale and Servicing Agreement; and (ii) that any such
     amendment shall not (A) increase or reduce in any manner the amount of, or
     accelerate or delay the timing of, collections of payments on the
     Receivables or distributions that are required to be made for the benefit
     of the Noteholders or change the Interest Rate or the Specified Reserve
     Account Balance (except as otherwise provided in the Basic Documents), in
     each case without the consent of each of the "adversely affected"
     Noteholders, or (B) reduce the aforesaid percentage of the Notes that is
     required to consent to any such amendment, without the consent of the
     Holders of all the outstanding Notes. If any such amendment, modification,
     supplement or waiver shall be so consented to by the Indenture Trustee or
     such Holders, the Issuer agrees, promptly following a request by the
     Indenture Trustee to agree to such amendment and to execute and deliver, in
     its own name and at its own expense, such agreements, instruments, consents
     and other documents as the Indenture Trustee may deem necessary or
     appropriate in the circumstances to implement such amendment and to cause
     the relevant Basic Documents, as amended, to be enforceable against the
     Issuer. For the purposes of clause (ii) above, an amendment will be deemed
     not to "adversely affect" a Noteholder of any Class only if each Rating
     Agency confirms that such amendment will not result in a reduction or
     withdrawal of its rating on such Class of Notes.

         3.08 Negative Covenants. So long as any Notes are Outstanding, the
Issuer shall not:



                                       24                            (Indenture)
<PAGE>




         (a) except as expressly permitted by Basic Documents, sell, transfer,
     exchange or otherwise dispose of any of the properties or assets of the
     Issuer, including those included in the Trust Estate, unless directed to do
     so by the Indenture Trustee;

         (b) claim any credit on, or make any deduction from the principal or
     interest payable in respect of, the Notes (other than amounts properly
     withheld from such payments under the Code) or assert any claim against any
     present or former Noteholder by reason of the payment of the taxes levied
     or assessed upon any part of the Trust Estate;

         (c) except as may be expressly permitted hereby, (A) permit the
     validity or effectiveness of this Indenture to be impaired, or permit the
     lien of this Indenture to be amended, hypothecated, subordinated,
     terminated or discharged, or permit any Person to be released from any
     covenants or obligations with respect to the Notes under this Indenture,
     (B) permit any lien, charge, excise, claim, security interest, mortgage or
     other encumbrance (other than the lien of this Indenture) to be created on
     or extend to or otherwise arise upon or burden the Trust Estate or any part
     thereof or any interest therein or the proceeds thereof (other than tax
     liens, mechanics' liens and other liens that arise by operation of law, in
     each case on any of the Financed Vehicles and arising solely as a result of
     an action or omission of the related Obligor), (C) permit the lien of this
     Indenture not to constitute a valid first priority (other than with respect
     to any such tax, mechanics' or other lien) security interest in the Trust
     Estate, or (D) dissolve or liquidate in whole or in part; or

         (d) assume or incur any indebtedness other than the Notes or as
     expressly contemplated by this Indenture (in connection with the obligation
     to reimburse Advances from the Trust Estate, or to pay expenses from the
     Trust Estate) or by the Basic Documents as in effect on the date hereof.

         3.09 Annual Statement as to Compliance. The Issuer will cause the
Servicer to deliver to the Indenture Trustee concurrently with its delivery
thereof to the Issuer the annual statement of compliance described in Section
4.09 of the Sale and Servicing Agreement. In addition, on the same date annually
upon which such annual statement of compliance is to be delivered by the
Servicer, the Issuer shall deliver to the Indenture Trustee an Officer's
Certificate stating, as to the Authorized Officer signing such Officer's
Certificate, that:

         (a) a review of the activities of the Issuer during such year and of
     its performance under this Indenture has been made under such Authorized
     Officer's supervision; and

         (b) to the best of such Authorized Officer's knowledge, based on such
     review, the Issuer has complied with all conditions and covenants under
     this Indenture throughout such year, or, if there has been a default in its
     compliance with any such condition or covenant, specifying each such
     default known to such Authorized Officer and the nature and status thereof.

                                       25                            (Indenture)
<PAGE>


         3.10 Issuer May Consolidate, etc., Only on Certain Terms.


         (a) The Issuer shall not consolidate or merge with or into any other
     Person, unless:

               (1) the Person (if other than the Issuer) formed by or surviving
         such consolidation or merger shall be a Person organized and existing
         under the laws of the United States of America or any State or the
         District of Columbia and shall expressly assume, by an indenture
         supplemental hereto, executed and delivered to the Indenture Trustee,
         in form satisfactory to the Indenture Trustee, the duty to make due and
         punctual payment of the principal of and interest on all Notes and the
         performance or observance of every agreement and covenant of this
         Indenture on the part of the Issuer to be performed or observed, all as
         provided herein;

               (2) immediately after giving effect to such transaction, no
         Default or Event of Default shall have occurred and be continuing;

               (3) no Rating Agency shall have notified the Indenture Trustee
         and the Owner Trustee that such transaction might or would result in
         the removal or reduction of the rating then assigned thereby to any
         Class of Notes;

               (4) the Issuer shall have received an Opinion of Counsel (and
         shall have delivered copies thereof to the Indenture Trustee) to the
         effect that such transaction will not have any material adverse tax
         consequence to the Issuer, [the Swap Counterparty,] any Noteholder or
         any Certificateholder;

               (5) any action that is necessary to maintain each lien and
         security interest created by the Trust Agreement, the Sale and
         Servicing Agreement or this Indenture shall have been taken; and

               (6) the Issuer shall have delivered to the Indenture Trustee an
         Officer's Certificate and an Opinion of Counsel each stating that such
         consolidation or merger and any related supplemental indenture complies
         with this Article III and that all conditions precedent provided in
         this Indenture relating to such transaction have been complied with
         (including any filing required by the Exchange Act).

         (b) The Issuer shall not convey or transfer any of its properties or
     assets, including those included in the Trust Estate, to any Person,
     unless:

               (1) the Person that acquires by conveyance or transfer such
         properties and assets of the Issuer shall (A) be a United States
         citizen or a Person organized and existing under the laws of the United
         States of America or any state or the District of Columbia, (B)
         expressly assume, by an indenture supplemental hereto, executed and
         delivered to the Indenture Trustee, in form satisfactory to the
         Indenture Trustee, the duty to make due and punctual payment of the
         principal of and interest on all Notes [and all obligations under the
         Interest Rate Swap Agreement] and the performance or observance of
         every agreement and covenant of this Indenture on the part of the
         Issuer to be performed or observed, all as

                                       26                            (Indenture)
<PAGE>




         provided herein, (C) expressly agrees by means of such supplemental
         indenture that all right, title and interest so conveyed or
         transferred shall be subject and subordinate to the rights of Holders
         of the Notes [and the Swap Counterparty], (D) unless otherwise
         provided in such supplemental indenture, expressly agrees to
         indemnify, defend and hold harmless the Issuer, the Owner Trustee and
         the Indenture Trustee against and from any loss, liability or expense
         arising under or related to this Indenture and the Notes, and (E)
         expressly agrees by means of such supplemental indenture that such
         Person (or if a group of Persons, then one specified Person) shall
         make all filings that counsel satisfactory to such purchaser or
         transferee and the Indenture Trustee determines must be made with (1)
         the Commission (and any other appropriate Person) required by the
         Exchange Act or the appropriate authorities in any state in which the
         Notes have been sold pursuant to any qualification or exemption under
         the securities or "blue sky" laws of such state, in connection with
         the Notes or (2) the Internal Revenue Service or the relevant state or
         local taxing authorities of any jurisdiction;

               (2) immediately after giving effect to such transaction, no
         Default or Event of Default shall have occurred and be continuing;

               (3) no Rating Agency shall have notified the Indenture Trustee
         and the Owner Trustee that such transaction might or would result in
         the removal or reduction of the rating then assigned thereby to any
         Class of Notes;

               (4) the Issuer shall have received an Opinion of Counsel (and
         shall have delivered copies thereof to the Indenture Trustee) to the
         effect that such transaction will not have any material adverse tax
         consequence to the Issuer, [the Swap Counterparty,] any Noteholder or
         any Certificateholder;

               (5) any action that is necessary to maintain each lien and
         security interest created by the Trust Agreement, the Sale and
         Servicing Agreement or this Indenture shall have been taken; and

               (6) the Issuer shall have delivered to the Indenture Trustee an
         Officer's Certificate and an Opinion of Counsel each stating that such
         conveyance or transfer and such supplemental indenture comply with this
         Article III and that all conditions precedent herein provided for
         relating to such transaction have been complied with (including any
         filing required by the Exchange Act).

         3.11 Successor or Transferee.


         (a) Upon any consolidation or merger of the Issuer in accordance with
     Section 3.10(a), the Person formed by or surviving such consolidation or
     merger (if other than the Issuer) shall succeed to, and be substituted for,
     and may exercise every right and power of, the Issuer under this Indenture
     with the same effect as if such Person had been named as the Issuer herein.

         (b) Upon a conveyance or transfer of all the assets and properties of
     the Issuer pursuant to Section 3.10(b), Nissan Auto Receivables [____-_]
     Owner Trust will be

                                       27                            (Indenture)
<PAGE>




     released from every covenant and agreement of this Indenture to be observed
     or performed on the part of the Issuer with respect to the Notes and the
     Certificates immediately upon the delivery of written notice to the
     Indenture Trustee stating that Nissan Auto Receivables [____-_] Owner Trust
     is to be so released.

         3.12 No Other Business. Unless and until the Issuer shall have been
released from its duties and obligations hereunder, the Issuer shall not engage
in any business other than financing, purchasing, owning, selling and managing
the Receivables in the manner contemplated by the Basic Documents and activities
incidental thereto

         3.13 No Borrowing. Unless and until the Issuer shall have been
released from its duties and obligations hereunder, the Issuer shall not issue,
incur, assume, guarantee or otherwise become liable, directly or indirectly, for
any indebtedness except for the Notes or other obligations permitted hereunder
(including the obligation to reimburse Advances or certain expenses of the
Servicer) or under another Basic Document (including indemnification expenses of
the Issuer and certain fees and expenses of the Administrator).

         3.14 Servicer's Notice Obligations. The Issuer shall cause the
Servicer to comply with all of its duties and obligations with respect to the
preparation of reports, the delivery of Officer's Certificates and Opinions of
Counsel and the giving of instructions and notices under the Sale and Servicing
Agreement (including, but not limited to, under Sections 4.08, 4.09, 4.11, 4.13,
5.09 and Article IX thereof).

         3.15 Guarantees, Loans, Advances and Other Liabilities. Unless and
until the Issuer shall have been released from its duties and obligations
hereunder, except as contemplated by the Sale and Servicing Agreement, this
Indenture, or the other Basic Documents, the Issuer shall not make any loan or
advance or credit to, or guarantee (directly or indirectly or by an instrument
having the effect of assuring another's payment or performance on any obligation
or capability of so doing or otherwise), endorse or otherwise become
contingently liable, directly or indirectly, in connection with the obligations,
stocks or dividends of, or own, purchase, repurchase or acquire (or agree
contingently to do so) any stock, obligations, assets or securities of, or any
other interest in, or make any capital contribution to, any other Person.

         3.16 Capital Expenditures. Unless and until the Issuer shall have been
released from its duties and obligations hereunder, the Issuer shall not make
any expenditure (by long-term or operating lease or otherwise) for capital
assets (either realty or personalty).

         3.17 Removal of Administrator. So long as any Notes are Outstanding,
the Issuer shall not remove the Administrator without cause unless so instructed
by the Owner Trustee or the Indenture Trustee and unless each Rating Agency
shall have received 10 days' written notice thereof and shall not have notified
the Indenture Trustee, the Administrator or the Owner Trustee that such removal
might or would result in the removal or reduction of the rating, if any, then
assigned thereby to any Class of Notes or the Certificates.

                                       28                            (Indenture)
<PAGE>


         3.18 Restricted Payments. The Issuer shall not, directly or
indirectly, (i) pay any dividend or make any distribution (by reduction of
capital or otherwise), whether in cash, property, securities or a combination
thereof, to the Servicer, the Owner Trustee or any Certificateholder or
otherwise with respect to any ownership or equity interest or security in or of
the Issuer, (ii) redeem, purchase, retire or otherwise acquire for value any
such ownership or equity interest or security or (iii) set aside or otherwise
segregate any amounts for any such purpose; provided, however, that the Issuer
may make, or cause to be made, (x) distributions to the Servicer, the Owner
Trustee, [the Swap Counterparty,] the Noteholders and the Certificateholders as
contemplated by, and to the extent funds are available for such purpose under,
the Sale and Servicing Agreement or the Trust Agreement, and (y) payments to the
Owner Trustee or the Indenture Trustee pursuant to the Administration Agreement.
The Issuer will not, directly or indirectly, make payments to or distributions
from the Collection Account except in accordance with the Basic Documents.

         3.19 Notice of Events of Default. The Issuer shall give the Indenture
Trustee and each Rating Agency prompt written notice of each Event of Default
hereunder, each default on the part of the Servicer or the Seller of its
obligations under the Sale and Servicing Agreement (including any Servicer
Defaults) and each default on the part of NMAC of its obligations under the
Purchase Agreement.

         The Indenture Trustee shall notify each Noteholder of record in writing
of any Event of Default promptly upon a Responsible Officer obtaining actual
knowledge thereof. Such notices will be provided in accordance with Section
2.11.

         3.20 Further Instruments and Actions. Upon request of the Indenture
Trustee, the Issuer will execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.

         3.21 Representations and Warranties. The Issuer makes the following
representations and warranties. Such representations and warranties speak as of
the execution and delivery of this Indenture and as of the Closing Date, but
shall survive the Closing Date. Notwithstanding anything to the contrary, the
Indenture Trustee shall not waive any breach of representations or warranties in
this Section 3.21 without the written consent of the Holders of the Controlling
Class of Notes representing a majority of the Outstanding Amount of such Class
(excluding for such purposes the outstanding principal amount of any Notes held
of record or beneficially owned by NMAC, NARC II or any of their Affiliates,
unless at such time all of the Notes are held of record or beneficially owned by
NMAC, NARC II or any of their Affiliates).

         (a) This Indenture creates a valid and continuing security interest
     (as defined in the applicable UCC) in the Collateral in favor of the
     Indenture Trustee, which security interest is prior to all other Liens, and
     is enforceable as such as against creditors of any purchasers from the
     Issuer.

         (b) The Issuer has taken all steps necessary to perfect its security
     interest against the Obligor in the property securing the Receivables.

                                       29                            (Indenture)
<PAGE>


         (c) The Collateral constitutes "tangible chattel paper" [or
     "electronic chattel paper"] within the meaning of the applicable UCC.

         (d) The Issuer owns and has good and marketable title to the
     Collateral free and clear of any Lien, claim or encumbrance of any Person.

         (e) The Issuer has caused or will have caused, within ten days, the
     filing of all appropriate financing statements in the proper filing office
     in the appropriate jurisdictions under applicable law in order to perfect
     the security interest in the Collateral granted to the Indenture Trustee
     hereunder.

         (f) Other than the security interest granted to the Indenture Trustee
     pursuant to this Indenture, the Issuer has not pledged, assigned, sold,
     granted a security interest in, or otherwise conveyed any of the
     Collateral. The Issuer has not authorized the filing of and is not aware of
     any financing statements against the Issuer that includes a description of
     collateral covering the Collateral other than any financing statement
     relating to the security interest granted to the Indenture Trustee
     hereunder or a financing statement as to which the security interest
     covering the Receivables has been released. The Issuer is not aware of any
     judgment or tax lien filings against the Issuer.

         (g) The Servicer, as an agent of the Issuer, has in its possession
     all original copies of the Receivable File that constitute or evidence the
     Collateral. The Receivable Files that constitute or evidence the Collateral
     do not have any marks or notations indicating that they have been pledged,
     assigned or otherwise conveyed by the Issuer to any Person other than the
     Indenture Trustee. All financing statements filed or to be filed against
     the Issuer in favor of the Indenture Trustee in connection herewith
     describing the Collateral contain a statement to the following effect: "A
     purchase of or security interest in any collateral described in this
     financing statement, except as permitted in the Indenture, will violate the
     rights of the Indenture Trustee."

         3.22 [Calculation Agent. (i) The Issuer agrees that for so long as
any of the VPTNs are Outstanding, there shall at all times be an agent appointed
to calculate LIBOR in respect of each Interest Period (the "Calculation Agent").
The Issuer has initially appointed [____________________________] as Calculation
Agent for purposes of determining LIBOR for each Interest Period. The
Calculation Agent may be removed by the Issuer at any time. If the Calculation
Agent is unable or unwilling to act as such or is removed by the Issuer, the
Issuer shall promptly appoint as a replacement Calculation Agent a lending bank
which is engaged in transactions in Eurodollar deposits in the international
Eurodollar market and which does not control or is not controlled by or under
common control with the Issuer or its Affiliates. The Calculation Agent may not
resign its duties without a successor having been duly appointed.

               (ii) The Calculation Agent shall be required to agree that, as
     soon as possible after [___] (London time) on each LIBOR Determination
     Date, but in no event later than [___] (London Time) on the Business Day
     immediately following each LIBOR Determination Date, the Calculation Agent
     shall calculate the interest rate for each VPTN for the related Interest
     Period and the amount of interest payable (rounded to the nearest cent,
     with half a cent being rounded upwards) on the related Distribution Date,
     and shall

                                       30                            (Indenture)
<PAGE>


     communicate such rates and amounts to the Administrator, the Indenture
     Trustee and the Servicer. The Calculation Agent shall also specify to the
     Administrator and the Indenture Trustee the quotations upon which the
     interest rates have been calculated and in any event the Calculation Agent
     shall notify the Indenture Trustee and the Servicer before [___] (London
     time) on each LIBOR Determination Date that either: (A) it has determined
     or is in the process of determining the interest rates for the VPTNs and
     the amount of interest due on such Notes, or (ii) it has not determined and
     is not in the process of determining the interest rates for the VPTNs and
     the amount of interest due on such Notes, together with its reasons
     therefore. The determination of the interest rates and interest amounts by
     the Calculation Agent shall (in the absence of manifest error) be final and
     binding upon all parties.]

                                   ARTICLE IV
                           Satisfaction and Discharge

         4.01 Satisfaction and Discharge of Indenture. This Indenture shall
cease to be of further effect with respect to the Notes except as to (i) rights
of registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments
of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08,
3.10, 3.12 and 3.13, (v) the rights, obligations and immunities of the Indenture
Trustee hereunder (including the rights of the Indenture Trustee under Section
6.07 and the obligations of the Indenture Trustee under Sections 3.03 and 4.02),
and (vi) the rights of the Noteholders and the Certificateholders as
beneficiaries hereof with respect to the property so deposited with the
Indenture Trustee payable to all or any of them, and the Indenture Trustee, on
demand of and at the expense of the Issuer, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to the
Notes, when:

         (a) either (1) all Notes theretofore authenticated and delivered
     (other than Notes that have been destroyed, lost or stolen and that have
     been replaced or paid as provided in Section 2.05 and Notes for whose
     payment money has theretofore been deposited in trust or segregated and
     held in trust by the Issuer and thereafter repaid to the Issuer or
     discharged from such trust, as provided in Section 3.03) have been
     delivered to the Indenture Trustee for cancellation or (2) all Notes not
     theretofore delivered to the Indenture Trustee for cancellation have become
     due and payable or will become due and payable within one year (either
     because the Final Scheduled Distribution Date for the Class B Notes is
     within one year or because the Indenture Trustee has received notice of the
     exercise of the option granted pursuant to Section 9.01 of the Sale and
     Servicing Agreement) and the Issuer has irrevocably deposited or caused to
     be irrevocably deposited with the Indenture Trustee cash or direct
     obligations of or obligations guaranteed by the United States of America
     (which will mature prior to the date such amounts are payable), in trust
     for such purpose, in an amount sufficient to pay and discharge the entire
     indebtedness on such Notes not theretofore delivered to the Indenture
     Trustee for cancellation when due;

                                       31                            (Indenture)
<PAGE>




         (b) the Issuer has paid or caused to be paid all other sums payable
     hereunder [and under the Interest Rate Swap Agreement] by the Issuer; and

         (c) the Issuer has delivered to the Indenture Trustee an Officer's
     Certificate, (if required by the TIA or the Indenture Trustee) an Opinion
     of Counsel and (if required by the TIA or the Indenture Trustee) an
     Independent Certificate from a firm of certified public accountants, each
     meeting the applicable requirements of Section 11.01 and, subject to
     Section 11.02, each stating that all conditions precedent herein provided
     for relating to the satisfaction and discharge of this Indenture have been
     complied with.

         4.02 Application of Trust Money. All moneys deposited with the
Indenture Trustee pursuant to Section 4.01 hereof shall be held in trust and (a)
applied by it in accordance with the provisions of the Notes and this Indenture
to the payment, either directly or through any Paying Agent, as the Indenture
Trustee may determine, to the Holders of the particular Notes for the payment of
which such moneys have been deposited with the Indenture Trustee, of all sums
due and to become due thereon for principal and interest or (b) released to the
Owner Trustee for distribution to the Certificateholders or application pursuant
to the Trust Agreement or the Sale and Servicing Agreement [and for payment to
the Swap Counterparty of all sums, if any, due or to become due to the Swap
Counterparty under and in accordance with this Indenture]; but such moneys need
not be segregated from other funds except to the extent required herein or in
the Sale and Servicing Agreement or required by law.

         4.03 Repayment of Moneys Held by Paying Agent. In connection with the
satisfaction and discharge of this Indenture with respect to the Notes, all
moneys then held by any Paying Agent other than the Indenture Trustee under the
provisions of this Indenture with respect to such Notes shall, upon demand of
the Issuer, be paid to the Indenture Trustee to be held and applied according to
Section 3.03 or 4.02 and thereupon such Paying Agent shall be released from all
further liability with respect to such moneys.

                                    ARTICLE V
                                    Remedies

         5.01 Events of Default. "Event of Default," wherever used herein,
means any one of the following events (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

         (a) default in the payment of any interest on any Class A Note when
     the same becomes due and payable, and such default shall continue for a
     period of five days (so long as any Class A Notes are Outstanding, each
     Holder of any Class B Note or the Note Owner of any such Note by such
     Holder's acceptance of such Note or beneficial interest therein, as the
     case may be, shall be deemed to have consented to the delay in payment of
     interest on such Class of Notes and to have waived its right to institute
     suit for enforcement of any such payment);

                                       32                            (Indenture)
<PAGE>


         (b) after the Class A Notes have been paid in full, default in the
     payment of any interest on any Class B Note when the same becomes due and
     payable, and such default shall continue for a period of five days (so long
     as the Class B Notes are Outstanding);

         (c) default in the payment of the principal of or any installment of
     the principal of any Note when the same becomes due and payable;

         (d) default in the observance or performance of any covenant or
     agreement of the Issuer made in this Indenture (other than a covenant or
     agreement, a default in the observance or performance of which is elsewhere
     in this Section specifically dealt with) which shall continue or not be
     cured for a period of 90 days after there shall have been given, by
     registered or certified mail, to the Issuer by the Indenture Trustee or to
     the Issuer and the Indenture Trustee by the Holders of at least 25% of the
     Outstanding Amount of the Notes, acting together as a single class, a
     written notice specifying such default or incorrect representation or
     warranty and requiring it to be remedied and stating that such notice is a
     notice of Default hereunder;

         (e) any representation or warranty of the Issuer made in this
     Indenture or in any certificate or other writing delivered pursuant hereto
     or in connection herewith shall prove to have been incorrect in any
     material respect as of the time when the same shall have been made, and
     such default shall continue or not be cured, or the circumstance or
     condition in respect of which such misrepresentation or warranty was
     incorrect shall not have been eliminated or otherwise cured, for a period
     of 30 days after there shall have been given, by registered or certified
     mail, to the Issuer by the Indenture Trustee or to the Issuer and the
     Indenture Trustee by the Holders of at least 25% of the Outstanding Amount
     of the Notes, acting together as a single Class, a written notice
     specifying such default or incorrect representation or warranty and
     requiring it to be remedied and stating that such notice is a notice of
     Default hereunder;

         (f) the filing of a petition seeking entry of a decree or order for
     relief by a court having jurisdiction in the premises in respect of the
     Issuer or any substantial part of the Trust Estate in an involuntary case
     under any applicable federal or state bankruptcy, insolvency or other
     similar law now or hereafter in effect, or appointing a receiver,
     liquidator, assignee, custodian, trustee, sequestrator or similar official
     of the Issuer or for any substantial part of the Trust Estate, or ordering
     the winding-up or liquidation of the Issuer's affairs, and such petition
     shall remain unstayed and in effect for a period of 90 consecutive days; or

         (g) the commencement by the Issuer of a voluntary case under any
     applicable federal or state bankruptcy, insolvency or other similar law now
     or hereafter in effect, or the consent by the Issuer to the entry of an
     order for relief in an involuntary case under any such law, or the consent
     by the Issuer to the appointment or taking possession by a receiver,
     liquidator, assignee, custodian, trustee, sequestrator or similar official
     of the Issuer or for any substantial part of the Trust Estate, or the
     making by the Issuer of any general assignment for the benefit of
     creditors, or the failure by the Issuer generally to

                                       33                            (Indenture)
<PAGE>


     pay its debts as such debts become due, or the taking of any action by the
     Issuer in furtherance of any of the foregoing.

         The Issuer shall deliver to the Indenture Trustee, within five Business
Days after the occurrence thereof, written notice in the form of an Officer's
Certificate of any Default that with the giving of notice or the lapse of time
would become an Event of Default under clauses (d) or (g), stating the status of
such Default and any action the Issuer is taking or proposes to take with
respect thereto.

         5.02 Acceleration of Maturity; Rescission and Annulment. If an Event
of Default should occur and be continuing, then and in every such case the
Indenture Trustee or the Holders of the Controlling Class of Notes representing
not less than a majority of the Outstanding Amount of such Class (excluding for
such purposes the outstanding principal amount of any Notes held of record or
beneficially owned by NMAC, NARC II or any of their Affiliates, unless at such
time all of the Notes of such Class are held of record or beneficially owned by
NARC II, NMAC or any of their Affiliates) may declare all the Notes to be
immediately due and payable, by a notice in writing to the Issuer (and to the
Indenture Trustee if given by Noteholders), and upon any such declaration the
unpaid principal amount of such Notes, together with accrued and unpaid interest
thereon through the date of acceleration, shall become immediately due and
payable. [In the event of such declaration or automatic acceleration, the
Indenture Trustee shall give prompt written notice to the Swap Counterparty.]

         At any time after such declaration of acceleration of maturity has been
made and before a judgment or decree for payment of the money due has been
obtained by the Indenture Trustee as hereinafter in this Article V provided, the
Holders of the Controlling Class of Notes representing a majority of the
Outstanding Amount of such Class (excluding for such purposes the outstanding
principal amount of any Notes held of record or beneficially owned by NMAC, NARC
II or any of their Affiliates, unless at such time all of the Notes of such
Class are held of record or beneficially owned by NARC II, NMAC or any of their
Affiliates), by written notice to the Issuer and the Indenture Trustee, may
rescind and annul such declaration and its consequences if:

         (a) the Issuer has paid or deposited with the Securities Intermediary
     in the name of the Indenture Trustee a sum sufficient to pay:

               (1) all payments of principal of and interest on the respective
         Classes of Notes and all other amounts that would then be due hereunder
         or upon such Notes [and pursuant to the Interest Rate Swap Agreement]
         if the Event of Default giving rise to such acceleration had not
         occurred; and

               (2) all sums paid or advanced by the Indenture Trustee hereunder
         and the reasonable compensation, expenses, disbursements and advances
         of the Indenture Trustee and its agents and counsel; and

         (b) all Events of Default, other than the nonpayment of the principal
     of the Notes that has become due solely by such acceleration, have been
     cured or waived as provided in Section 5.12.

                                       34                            (Indenture)
<PAGE>


         No such rescission shall affect any subsequent default or impair any
right consequent thereto.

         5.03 Collection of Indebtedness and Suits for Enforcement by Indenture
Trustee.


         (a) The Issuer covenants that if (i) default is made (A) in the
     payment of any interest on any Class A Note, so long as any amounts remain
     unpaid with respect to the Class A Notes, or (B) in the payment of any
     interest on any Class B Note, after the Class A Notes have been paid in
     full, when the same becomes due and payable, and such default continues for
     a period of five days, or (ii) default is made in the payment of the
     principal of or any installment of the principal of any Note when the same
     becomes due and payable, the Issuer will, upon demand of the Indenture
     Trustee, pay to the Indenture Trustee, for the benefit of the Holders of
     the Notes, the whole amount then due and payable on such Class of Notes for
     principal and interest, with interest upon the overdue principal and, to
     the extent payment at such rate of interest shall be legally enforceable,
     upon overdue installments of interest at the rate borne by the Notes and in
     addition thereto such further amount as shall be sufficient to cover the
     costs and expenses of collection, including the reasonable compensation,
     expenses, disbursements and advances of the Indenture Trustee and its
     agents and counsel.

         (b) In case the Issuer shall fail forthwith to pay such amounts upon
     such demand, the Indenture Trustee, in its own name and as trustee of an
     express trust, may institute a Proceeding for the collection of the sums so
     due and unpaid, and may prosecute such Proceeding to judgment or final
     decree, and may enforce the same against the Issuer or other obligor upon
     such Notes and collect in the manner provided by law out of the property of
     the Issuer or other obligor upon such Notes, wherever situated, the moneys
     adjudged or decreed to be payable.

         (c) If an Event of Default occurs and is continuing, the Indenture
     Trustee may, as more particularly provided in Section 5.04, in its
     discretion, proceed to protect and enforce its rights and the rights of the
     Noteholders[, the Swap Counterparty] and, incidentally thereto, the
     Certificateholders, by such appropriate Proceedings as the Indenture
     Trustee shall deem most effective to protect and enforce any such rights,
     whether for the specific enforcement of any covenant or agreement in this
     Indenture or in aid of the exercise of any power granted herein, or to
     enforce any other proper remedy or legal or equitable right vested in the
     Indenture Trustee by this Indenture or by law.

         (d) In case there shall be pending, relative to the Issuer or any
     other obligor upon the Notes or any Person having or claiming an ownership
     interest in the Trust Estate, Proceedings under Title 11 of the United
     States Code or any other applicable federal or state bankruptcy, insolvency
     or other similar law, or in case a receiver, assignee or trustee in
     bankruptcy or reorganization, liquidator, sequestrator or similar official
     shall have been appointed for or taken possession of the Issuer or its
     property or such other obligor or Person, or in case of any other
     comparable judicial Proceedings relative to the Issuer or other obligor
     upon the Notes, or to the creditors or property of the Issuer or such other
     obligor, then, irrespective of whether the principal of any Notes shall

                                       35                            (Indenture)
<PAGE>


     then be due and payable as therein expressed or by declaration or otherwise
     and irrespective of whether the Indenture Trustee shall have made any
     demand pursuant to the provisions of this Section, the Indenture Trustee
     shall be entitled and empowered, by intervention in such Proceedings or
     otherwise:

               (1) to file and prove a claim or claims for the whole amount of
         principal and interest owing and unpaid in respect of the Notes and the
         Certificates, and to file such other papers or documents as may be
         necessary or advisable in order to have the claims of the Indenture
         Trustee (including any claim for reasonable compensation to the
         Indenture Trustee and each predecessor Indenture Trustee, and their
         respective agents, attorneys and counsel, and for reimbursement of all
         expenses and liabilities incurred, and all advances made, by the
         Indenture Trustee and each predecessor Indenture Trustee, except as a
         result of negligence or bad faith)[, the Swap Counterparty] and of the
         Noteholders or the Certificateholders allowed in such Proceedings;

               (2) unless prohibited by applicable law and regulations, to vote
         on behalf of the Holders of Notes [and the Swap Counterparty] in any
         election of a trustee, a standby trustee or Person performing similar
         functions in any such Proceedings;

               (3) to collect and receive any moneys or other property payable
         or deliverable on any such claims and to distribute all amounts
         received with respect to the claims of the Noteholders[, the Swap
         Counterparty] [or the Certificateholders] and of the Indenture Trustee
         on their behalf; and

               (4) to file such proofs of claim and other papers or documents
         as may be necessary or advisable in order to have the claims of the
         Indenture Trustee[, the Swap Counterparty] or the Holders of Notes
         allowed in any judicial proceedings relative to the Issuer, its
         creditors and its property.

         Any trustee, receiver, liquidator, custodian or other similar official
in any such Proceeding is hereby authorized by each of such Noteholders [and by
the Swap Counterparty] to make payments to the Indenture Trustee and, in the
event that the Indenture Trustee shall consent to the making of payments
directly to such Noteholders [or to the Swap Counterparty], to pay to the
Indenture Trustee such amounts as shall be sufficient to cover reasonable
compensation to the Indenture Trustee, each predecessor Indenture Trustee and
their respective agents, attorneys and counsel, and all other expenses and
liabilities incurred, and all advances made, by the Indenture Trustee and each
predecessor Indenture Trustee except as a result of negligence or bad faith.

         (a) Nothing herein contained shall be deemed to authorize the
     Indenture Trustee to authorize or consent to or vote for or accept or adopt
     on behalf of any Noteholder [or the Swap Counterparty] any plan of
     reorganization, arrangement, adjustment or composition affecting the Notes
     or the rights of any Holder thereof [or the Swap Counterparty] or to
     authorize the Indenture Trustee to vote in respect of the claim

                                       36                            (Indenture)
<PAGE>


     of any Noteholder [or the Swap Counterparty] in any such proceeding except,
     as aforesaid, to vote for the election of a trustee in bankruptcy or
     similar Person.

         (b) All rights of action and of asserting claims under this
     Indenture, or under any of the Notes, may be enforced by the Indenture
     Trustee without the possession of any of the Notes or the production
     thereof in any trial or other Proceedings relative thereto, and any such
     action or Proceedings instituted by the Indenture Trustee shall be brought
     in its own name as trustee of an express trust, and any recovery of
     judgment, subject to the payment of the expenses, disbursements and
     compensation of the Indenture Trustee, each predecessor Indenture Trustee
     and their respective agents and attorneys, shall be for the ratable benefit
     of the Holders of the Notes[, the Swap Counterparty] and, incidentally
     thereto, for the benefit of the Certificateholders.

         (c) In any Proceedings brought by the Indenture Trustee (and also any
     Proceedings involving the interpretation of any provision of this Indenture
     to which the Indenture Trustee shall be a party), the Indenture Trustee
     shall be held to represent all the Noteholders [and the Swap Counterparty],
     and it shall not be necessary to make any Noteholder [or the Swap
     Counterparty] a party to any such Proceedings.

         5.04 Remedies; Priorities.


         (a) If an Event of Default shall have occurred and be continuing and
     result in the acceleration of the Notes, the Indenture Trustee shall make
     payments on the Notes and to the Owner Trustee as set forth in Section
     5.06(d) of the Sale and Servicing Agreement, rather than pursuant to
     Section 5.06(c) thereof.

         (b) If the Indenture Trustee, in compliance with Section 5.04(a), is
     deemed to have a conflict of interest under the TIA and is required to
     resign as Indenture Trustee hereunder, the Issuer shall, pursuant to
     Section 6.08, cause the Servicer to appoint a successor Indenture Trustee:

               (1) so long as any amounts remain unpaid with respect to the
         Class A Notes, only the Indenture Trustee for the Class A Noteholders
         shall be entitled to exercise any remedies under this Indenture; and

               (2) after the Class A Notes have been paid in full, only the
         Indenture Trustee for the Class B Noteholders shall be entitled to
         exercise any remedies under this Indenture.

         (c) In accordance with Section 5.04(b), if an Event of Default shall
     have occurred and be continuing, the Indenture Trustee may do one or more
     of the following (subject to Section 5.05):

               (1) institute Proceedings in its own name and as trustee of an
         express trust for the collection of all amounts then payable on the
         Notes or under this Indenture with respect thereto, whether by
         declaration or otherwise, enforce any judgment obtained, and collect
         from the Issuer and any other obligor upon such Notes moneys adjudged
         due;

                                       37                            (Indenture)
<PAGE>

               (2) institute Proceedings from time to time for the complete or
         partial foreclosure of this Indenture with respect to the Trust Estate;

               (3) exercise any remedies of a secured party under the UCC and
         take any other appropriate action to protect and enforce the rights and
         remedies of the Indenture Trustee and the Noteholders; and

               (4) sell the Trust Estate or any portion thereof or rights or
         interest therein, at one or more public or private sales called and
         conducted in any manner permitted by law; provided, however, that the
         Indenture Trustee may not sell or otherwise liquidate the Trust Estate
         following an Event of Default, other than an Event of Default described
         in Section 5.01(a) or (b), unless (A) the Holders of 100% of the
         Outstanding Amount of the Controlling Class of Notes consent thereto
         (but excluding for purposes of such vote all Notes held or beneficially
         owned by NMAC, NARC II or any of their Affiliates, unless at such time
         all of the Notes of such Class are held or beneficially owned by NMAC,
         NARC II and their Affiliates), or (B) the proceeds of such sale or
         liquidation distributable to the Noteholders are sufficient to
         discharge in full all amounts then due and unpaid upon such Notes for
         principal and interest, or (C) the Indenture Trustee determines that
         the Trust Estate may not continue to provide sufficient funds on an
         ongoing basis to make all payments of principal of and interest on the
         Notes as they would have become due if the Notes had not been declared
         due and payable, and the Indenture Trustee obtains the consent of
         Holders of a 66 2/3% of the Outstanding Amount of the Controlling Class
         of Notes (but excluding for purposes of such vote all Notes held or
         beneficially owned by NMAC, NARC II or any of their Affiliates, unless
         at such time all of the Notes of such Class are held or beneficially
         owned by NMAC, NARC II and their Affiliates). In determining such
         sufficiency or insufficiency with respect to clause (B) and (C), the
         Indenture Trustee may, but need not, obtain and rely upon an opinion of
         an Independent investment banking or accounting firm of national
         reputation as to the feasibility of such proposed action and as to the
         sufficiency of the Trust Estate for such purpose.

         (d) The Indenture Trustee may fix a record date and payment date for
     any payment to Noteholders pursuant to this Section. At least 15 days
     before such record date, the Issuer shall mail to each Noteholder and the
     Indenture Trustee a notice that states the related record date, payment
     date and amount to be paid.


                                       38                            (Indenture)
<PAGE>


         5.05 Optional Preservation of the Receivables. If the Notes have been
declared to be due and payable under Section 5.02 following an Event of Default
and such declaration and its consequences have not been rescinded and annulled,
the Indenture Trustee may, unless otherwise directed by the Holders of the
Controlling Class of Notes representing at least a majority of the Outstanding
Amount such Notes (excluding from such action and calculation any Notes held by
NMAC, NARC II or any of their Affiliates unless at such time all of the Notes of
such Class are held of record or beneficially owned by NARC II, NMAC or any of
their Affiliates), but need not, elect to maintain possession of the Trust
Estate and direct the Issuer, Servicer and Administrator not to take steps to
liquidate the Receivables. It is the desire of the parties hereto and the
Noteholders that there be at all times sufficient funds for the payment of
principal of and interest on the Notes, and the Indenture Trustee shall take
such desire into account when determining whether or not to maintain possession
of the Trust Estate. In determining whether to maintain possession of the Trust
Estate, the Indenture Trustee may, but need not, obtain and rely upon an opinion
of an Independent investment banking or accounting firm of national reputation
as to the feasibility of such proposed action and as to the sufficiency of the
Trust Estate for such purpose.

         5.06 Limitation of Suits. No Holder of any Note shall have any
right to institute any Proceeding, judicial or otherwise, with respect to this
Indenture or for the appointment of a receiver or trustee, or for any other
remedy hereunder unless such Holder has previously given written notice to the
Indenture Trustee of a continuing Event of Default, and:

         (a) the Event of Default arises from the Servicer's failure to remit
     payments when due; or

         (b) the Holders of the Controlling Class of Notes representing not less
     than 25% of the Outstanding Amount of such Class (excluding for such
     purpose the outstanding principal amount of any Notes held of record or
     beneficially owned by NARC II, NMAC or any of their Affiliates, unless at
     such time all of the Notes of such Class are held of record or beneficially
     owned by NARC II, NMAC or any of their Affiliates) have made written
     request to the Indenture Trustee to institute such Proceeding in respect of
     such Event of Default in its own name as Indenture Trustee hereunder and
     have offered to the Indenture Trustee reasonable indemnity against the
     costs, expenses and liabilities to be incurred in complying with such
     request, the Indenture Trustee for 60 days after its receipt of such
     notice, request and offer of indemnity has failed to institute such
     Proceedings, and no direction inconsistent with that written request has
     been given to the Indenture Trustee during the 60-day period by the holders
     of a majority in principal amount of those outstanding Notes (or relevant
     class or classes of Notes).

         It is understood and intended that no one or more Holders of Notes
shall have any right in any manner whatever by virtue of, or by availing of, any
provision of this Indenture to affect, disturb or prejudice the rights of any
other Holders of Notes or to obtain or to seek to obtain priority or preference
over any other Holders or to enforce any right under this Indenture, except in
the manner herein provided.

                                       39                            (Indenture)
<PAGE>


         In the event the Indenture Trustee shall receive conflicting or
inconsistent requests and indemnity from two or more groups of Holders of Notes,
each representing less than a majority of the Outstanding Amount of the Notes,
the Indenture Trustee in its sole discretion may determine what action, if any,
shall be taken, notwithstanding any other provisions of this Indenture.

         5.07 Unconditional Rights of Noteholders To Receive Principal and
Interest. Notwithstanding any other provisions in this Indenture, the Holder of
any Note shall have the right, which is absolute and unconditional, to receive
payment of the principal of and interest, if any, on such Note on or after the
respective due dates thereof expressed in such Note and in this Indenture (in
each case with reference to the calculations to be made pursuant to the Sale and
Servicing Agreement) and to institute suit for the enforcement of any such
payment, and such right shall not be impaired without the consent of such
Holder, provided that each Holder or Note Owner of a Class B Note will be deemed
to have consented to any delay in the payment thereto of any interest due
thereon that is in accordance with the payment of amounts pursuant to Section
5.06 of the Sale and Servicing Agreement for so long as any Class A Note is
Outstanding.

         5.08 Restoration of Rights and Remedies. If the Indenture Trustee or
any Noteholder has instituted any Proceeding to enforce any right or remedy
under this Indenture and such Proceeding has been discontinued or abandoned for
any reason or has been determined adversely to the Indenture Trustee or to such
Noteholder, then and in every such case the Issuer, the Indenture Trustee and
the Noteholders shall, subject to any determination in such Proceeding, be
restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Indenture Trustee and the Noteholders
shall continue as though no such Proceeding had been instituted.

         5.09 Rights and Remedies Cumulative. No right or remedy herein
conferred upon or reserved to the Indenture Trustee or to the Noteholders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

         5.10 Delay or Omission Not a Waiver. No delay or omission of the
Indenture Trustee or any Holder of any Note to exercise any right or remedy
accruing upon any Default or Event of Default shall impair any such right or
remedy or constitute a waiver of any such Default or Event of Default or an
acquiescence therein. Every right and remedy given by this Article V or by law
to the Indenture Trustee or to the Noteholders may be exercised from time to
time, and as often as may be deemed expedient, by the Indenture Trustee or by
the Noteholders, as the case may be.

                                       40                            (Indenture)
<PAGE>


         5.11 Control by Noteholders. The Holders of the Controlling Class of
Notes representing a majority of the Outstanding Amount of such Class (excluding
for such purpose the outstanding principal amount of any Notes held of record or
beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such
time all of the Notes of such Class are held of record or beneficially owned by
NARC II, NMAC or any of their Affiliates), shall have the right to direct the
time, method and place of conducting any Proceeding for any remedy available to
the Indenture Trustee with respect to the Notes or exercising any trust or power
conferred on the Indenture Trustee; provided that:

         (a) such direction shall not be in conflict with any rule of law or
     with this Indenture; and

         (b) any direction to the Indenture Trustee to sell or liquidate the
     Trust Estate shall be by Holders of Notes representing not less than the
     applicable percentage of the Outstanding Amount of the relevant class set
     forth in Section 5.04(c)(iv); and

         (c) the Indenture Trustee may take any other action deemed proper by
     the Indenture Trustee that is not inconsistent with such direction.

         Notwithstanding the rights of Noteholders set forth in this Section,
subject to Section 6.01, the Indenture Trustee need not take any action that it
determines might involve it in liability or might materially adversely affect
the rights of any Noteholders not consenting to such action.

         5.12 Waiver of Past Defaults. Prior to the declaration of the
acceleration of the maturity of the Notes as provided in Section 5.02 or the
liquidation or sale of the Trust Estate pursuant to Section 5.04, the Holders of
the Controlling Class of Notes representing a majority of the Outstanding Amount
of such Class (excluding for such purposes the outstanding principal amount of
any Notes held of record or beneficially owned by NMAC, NARC II or any of their
Affiliates, unless at such time all of the Notes are held of record or
beneficially owned by NARC II, NMAC or any of their Affiliates) may waive any
past Default or Event of Default and its consequences except a Default or Event
of Default in (a) the deposit of collections or other required amounts, (b) any
required payment from amounts held in Accounts in respect of amounts due on the
Notes, (c) payment of principal or interest on the Notes, or (d) an Event of
Default in respect of a covenant or provision hereof that cannot be modified or
amended without the consent of the Holder of each Note. In the case of any such
waiver, the Issuer, the Indenture Trustee and the Holders of the Notes shall be
restored to their former positions and rights hereunder, respectively.

         Upon any such waiver, such Default shall cease to exist and be deemed
to have been cured and not to have occurred, and any Event of Default arising
therefrom shall be deemed to have been cured and not to have occurred, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or Event of Default or impair any right consequent thereto.

                                       41                            (Indenture)
<PAGE>




         5.13 Undertaking for Costs. All parties to this Indenture agree, and
each Holder of any Note or Note Owner by such Holder's acceptance of such Note
or beneficial interest therein, as the case may be, shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to (a) any suit instituted by the
Indenture Trustee, (b) any suit instituted by any Noteholder of the Controlling
Class of Notes, or a group of Noteholders of such Class, in each case holding in
the aggregate more than 10% of the Outstanding Amount of such Class, (c) any
suit instituted by any Noteholder for the enforcement of the payment of
principal of or interest on any Note on or after the respective due dates
expressed in such Note and in this Indenture.

         5.14 Waiver of Stay or Extension Laws. The Issuer covenants (to the
extent that it may lawfully do so) that it will not at any time insist upon, or
plead or in any manner whatsoever, claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in
force, that may affect the covenants or the performance of this Indenture; and
the Issuer (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law, and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Indenture
Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.

         5.15 Action on Notes. The Indenture Trustee's right to seek and
recover judgment on the Notes or under this Indenture shall not be affected by
the seeking, obtaining or application of any other relief under or with respect
to this Indenture. Neither the lien of this Indenture nor any rights or remedies
of the Indenture Trustee or the Noteholders shall be impaired by the recovery of
any judgment by the Indenture Trustee against the Issuer or by the levy of any
execution under such judgment upon any portion of the Trust Estate or upon any
of the assets of the Issuer. Any money or property collected by the Indenture
Trustee shall be applied in accordance with Section 5.04(a).

         5.16 Performance and Enforcement of Certain Obligations.

         (a) Promptly following a request from the Indenture Trustee to do so
     and at the Administrator's expense, the Issuer shall take all such lawful
     action as the Indenture Trustee may request to compel or secure the
     performance and observance by the Seller and the Servicer, as applicable,
     of each of their obligations to the Issuer or to each other under or in
     connection with the Sale and Servicing Agreement [and the Interest Rate
     Swap Agreement] or by the Seller of its remedies under or in connection
     with the Purchase Agreement, and to exercise any and all rights, remedies,
     powers and privileges lawfully available to the Issuer under or in
     connection with each such Agreement to the extent and in the manner
     directed by the Indenture Trustee, including the transmission of notices of
     default on the part of the Seller or the Servicer thereunder and the
     institution of legal or administrative actions or proceedings to compel or
     secure performance by the

                                       42                            (Indenture)
<PAGE>


     Seller or the Servicer of each of their respective obligations under the
     Sale and Servicing Agreement or the Purchase Agreement. [In addition,
     promptly following a request from the Indenture Trustee to do so, and at
     the Administrator's expense, the Issuer shall take all such lawful action
     as the Indenture Trustee may request to compel or secure the performance
     and observance by the Swap Counterparty in accordance with the Interest
     Rate Swap Agreement and to exercise any and all rights, remedies, powers
     and privileges lawfully available to the Issuer under or in connection with
     the Interest Rate Swap Agreement to the extent and in the manner directed
     by the Indenture Trustee, including the transmission of notices of default
     thereunder and the institution of legal or administrative actions or
     proceedings to compel or secure performance by the Swap Counterparty of its
     obligations under the Interest Rate Swap Agreement.]

         (b) If an Event of Default has occurred and is continuing, the
     Indenture Trustee may, and at the direction (which direction shall be in
     writing or by telephone, confirmed in writing promptly thereafter) of the
     Holders of the Controlling Class of Notes representing a majority of the
     Outstanding Amount of such Class (excluding for such purposes the
     outstanding principal amount of any Notes held of record or beneficially
     owned by NMAC, NARC II or any of their Affiliates unless of such time all
     of the Notes of such Class are held of record or beneficially owned by NARC
     II, NMAC or any of their Affiliates), shall, exercise all rights, remedies,
     powers, privileges and claims of the Issuer against the Seller or the
     Servicer under or in connection with the Sale and Servicing Agreement or
     the Purchase Agreement, or against the Administrator under the
     Administration Agreement, including the right or power to take any action
     to compel or secure performance or observance by the Seller, the Servicer
     or the Administrator, of each of their obligations to the Issuer thereunder
     and to give any consent, request, notice, direction, approval, extension,
     or waiver thereunder and any right of the Issuer to take such action shall
     be suspended. [In addition, if an Event of Default has occurred and is
     continuing, the Indenture Trustee may, and at the direction (which
     direction shall be in writing or by telephone, confirmed in writing
     promptly thereafter) of the Holders of the Notes evidencing not less than
     66-2/3% of the principal amount of the Controlling Class of Notes shall,
     exercise all rights, remedies, powers, privileges and claims of the Issuer
     against the Swap Counterparty including the right or power to take any
     action to compel or secure performance or observance by the Swap
     Counterparty of its obligations to the Issuer under the Interest Rate Swap
     Agreement and to give any consent, request, notice, direction, approval,
     extension, or waiver under the Interest Rate Swap Agreement and any right
     of the Issuer to take such action shall be suspended.]

                                   ARTICLE VI
                              The Indenture Trustee

         6.01 Duties of Indenture Trustee. The Indenture Trustee, both prior to
and after the occurrence of a Servicer Default under the Sale and Servicing
Agreement, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture.

         (a) The Indenture Trustee, upon receipt of all resolutions,
     certificates, statements, opinions, reports, documents, orders or other
     instruments furnished to the Indenture Trustee that shall be specifically
     required to be furnished pursuant to any


                                       43                            (Indenture)
<PAGE>



         provision of this Indenture, shall examine them to determine whether
         they conform on their face to the requirements of this Indenture.

                  (b) No provision of this Indenture shall be construed to
         relieve the Indenture 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:

                           (1) the duties and obligations of the Indenture
                  Trustee shall be determined solely by the express provisions
                  of this Indenture, the Indenture Trustee shall not be liable
                  except for the performance of such duties and obligations as
                  are specifically set forth in this Indenture, no implied
                  covenants or obligations shall be read into this Indenture
                  against the Indenture Trustee, the permissive right of the
                  Indenture Trustee to do things enumerated in this Indenture
                  shall not be construed as a duty and, in the absence of bad
                  faith on the part of the Indenture Trustee, the Indenture
                  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
                  Indenture Trustee and conforming on their face to the
                  requirements of this Indenture;

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

                           (3) the Indenture 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
                  (i) the Holders of at least a majority of the Outstanding
                  Amount of the Controlling Class of Notes (excluding for such
                  purposes the outstanding principal amount of any Notes held of
                  record or beneficially owned by NARC II, NMAC or any of their
                  Affiliates, unless at such time all of the Notes of such Class
                  are held of record or beneficially owned by NARC II, NMAC or
                  any of their Affiliates), relating to the time, method and
                  place of conducting any proceeding for any remedy available to
                  the Indenture Trustee, or exercising any trust or power
                  conferred upon the Indenture Trustee under this Indenture.

                  (c) The Indenture 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 Indenture, 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 Indenture Trustee
         regarding the Obligors and the Receivables contained in the Trust,
         whether upon the exercise of its rights under this Indenture or
         otherwise, shall be maintained by the Indenture 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.





                                       44                            (Indenture)

<PAGE>




                  (e) If (i) pursuant to Section 3.02 of the Sale and Servicing
         Agreement, a Responsible Officer of the Indenture Trustee discovers
         that a representation or warranty 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
         such Receivable, or (ii) pursuant to Section 4.06 of the Sale and
         Servicing Agreement, a Responsible Officer of the Indenture Trustee
         discovers that a covenant of the Servicer has been breached with
         respect to a Receivable that would materially and adversely affect such
         Receivable, the Indenture Trustee shall give prompt written notice to
         the Servicer and the Owner Trustee of such incorrectness.

                  6.02 Rights of Indenture Trustee.

                  (a) Except as otherwise provided in Section 6.01:

                           (1) the Indenture 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;

                           (2) the Indenture Trustee may consult with counsel
                  and any Opinion of Counsel shall be full and complete
                  authorization and protection in respect of any action taken or
                  suffered or omitted by it under this Indenture in good faith
                  and in accordance with such Opinion of Counsel;

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

                           (4) the Indenture Trustee shall not be personally
                  liable for any action taken, suffered or omitted by it in good
                  faith and reasonably believed by it to be authorized or within
                  the discretion or rights or powers conferred upon it by this
                  Indenture;

                           (5) the Indenture 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 Notes
                  evidencing not less than 25% of the aggregate Outstanding
                  Amount of the (1) Class A Notes, so long as any Class A Notes
                  remain Outstanding (acting together as a single class) or (2)
                  Class B Notes, after the


                                       45                            (Indenture)

<PAGE>




                  Class A Notes have been paid in full, or (3) Class C Notes,
                  after the Class B Notes have been paid in full; provided,
                  however, that if the payment within a reasonable time to the
                  Indenture 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 Indenture Trustee, not reasonably
                  assured to the Indenture Trustee by the security afforded to
                  it by the terms of this Indenture, the Indenture 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 Indenture 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

                           (6) the Indenture Trustee may execute any of the
                  trusts or powers under this Indenture or perform any duties
                  under this Indenture either directly or by or through agents
                  or attorneys or a custodian.

                  (b) No Noteholder will have any right to institute any
         proceeding with respect to this Indenture except upon satisfying the
         conditions set forth in Section 5.06.

                  6.03 Individual Rights of Indenture Trustee. The Indenture
Trustee in its individual or any other capacity may become the Holder,
beneficial owner or pledgee of Notes and may otherwise deal with the Issuer or
its Affiliates with the same rights it would have if it were not Indenture
Trustee. Any Paying Agent, Note Registrar, co-registrar or co-paying agent may
do the same with like rights. However, in so doing the Indenture Trustee must
comply with Sections 6.11 and 6.12.

                  6.04 Indenture Trustee's Disclaimer. The Indenture Trustee
makes no representations as to the validity or sufficiency of this Indenture or
of the Notes (other than the execution by the Indenture Trustee on behalf of the
Trust of, and the certificate of authentication on, the Notes), or of the
Certificates. The Indenture Trustee shall have no obligation to perform any of
the duties of the Servicer or the Administrator unless explicitly set forth in
this Indenture. The Indenture Trustee shall at no time have any responsibility
or liability for or with respect to the legality, validity and enforceability of
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 Noteholders under this 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
Issuer with any covenant or the breach by the Issuer, Seller or Servicer of any
warranty or representation made under this Indenture or in any Basic Document or
other related document and the accuracy of any such warranty or representation
prior to the Indenture Trustee's receipt of notice or other discovery of any
noncompliance therewith or any breach thereof; the acts or omissions of the
Issuer, Seller or the Servicer; or any action by the





                                       46                            (Indenture)
<PAGE>




Indenture Trustee taken at the instruction of the Servicer, provided, however,
that the foregoing shall not relieve the Indenture Trustee of its obligation to
perform its duties under this Indenture. Except with respect to a claim based on
the failure of the Indenture Trustee to perform its duties under this Indenture
or based on the Indenture Trustee's willful misconduct, bad faith or negligence,
no recourse shall be had for any claim based on any provision of this Indenture,
the Notes or Certificates or assignment thereof against the institution serving
as the Indenture Trustee in its individual capacity. The Indenture Trustee shall
not have any personal obligation, liability or duty whatsoever to any Noteholder
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. The Indenture Trustee shall not be accountable
for the use or application by the Issuer 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 Notes.

                  6.05 Notice of Defaults. If a Responsible Officer of the
Indenture Trustee knows that a Default has occurred and is continuing, the
Indenture Trustee shall mail to each Noteholder notice of such Default within 10
days of the occurrence thereof. Except in the case of a Default in payment of
principal of or interest on any Note, the Indenture Trustee may withhold such
notice if and so long as a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of Noteholders.

                  6.06 Reports by Indenture Trustee to Holders. The Indenture
Trustee shall deliver or cause to be delivered annually to each Noteholder of
record such information as may be required to enable such holder to prepare its
federal and state income tax returns. The Indenture Trustee shall also deliver
or cause to be delivered annually to each Noteholder of record a report relating
to its eligibility and qualification to continue as Indenture Trustee under this
Indenture, any amounts advanced by it under this Indenture, the amount, interest
rate and maturity date of certain indebtedness owed by the Trust to such
Indenture Trustee, in its individual capacity, the property and funds physically
held by such Indenture Trustee in its capacity as such, and any action taken by
it that materially affects the Notes and that has not been previously reported.

                  6.07 Compensation and Indemnity. The Issuer shall cause the
Servicer to pay to the Indenture Trustee from time to time reasonable
compensation for its services. The Indenture Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Issuer
shall cause the Servicer to reimburse the Indenture Trustee for all reasonable
out-of-pocket expenses incurred or made by it, including costs of collection
[and the costs of implementing any Swap Agreement as contemplated by Section
9.02], in addition to the compensation for its services. Such expenses shall
include the reasonable compensation and expenses, disbursements and advances of
the Indenture Trustee's agents, counsel, accountants and experts. The
Administrator shall indemnify or shall cause the Servicer to indemnify the
Indenture Trustee against any and all loss, liability or expense (including
reasonable attorneys' fees) incurred by it in connection with the administration
of this Indenture and the performance of its duties hereunder. The Indenture
Trustee shall notify the Administrator and the Servicer promptly of any claim
for which it may seek indemnity. Failure by the Indenture Trustee to so notify
the Administrator and the Servicer shall not relieve the Administrator or the
Servicer of its obligations hereunder. The Administrator shall defend or shall
cause the Servicer to defend any such claim, and the Indenture Trustee may have
separate counsel and the Administrator shall pay



                                       47                            (Indenture)
<PAGE>




or shall cause the Servicer to pay the fees and expenses of such counsel.
Neither the Administrator nor the Servicer need reimburse any expense or
indemnify against any loss, liability or expense incurred by the Indenture
Trustee through the Indenture Trustee's own willful misconduct, negligence or
bad faith.

                  The Administrator's payment obligations to the Indenture
Trustee pursuant to this Section shall survive the discharge of this Indenture.
When the Indenture Trustee incurs expenses after the occurrence of a Default
specified in Section 5.01(e) or (f) with respect to the Issuer, the expenses are
intended to constitute expenses of administration under Title 11 of the United
States Code or any other applicable federal or state bankruptcy, insolvency or
similar law.

                  6.08 Replacement of Indenture Trustee. The Indenture Trustee
may resign at any time by providing written notice of its resignation to the
Issuer. The Administrator may remove the Indenture Trustee if:

                  (a) the Indenture Trustee fails to comply with Section 6.11;

                  (b) the Indenture Trustee is adjudged a bankrupt or insolvent;

                  (c) a receiver or other public officer takes charge of the
         Indenture Trustee or its property; or

                  (d) the Indenture Trustee otherwise becomes legally or
         practically incapable of fulfilling its duties hereunder.

                  If the Indenture Trustee resigns or is removed or if a vacancy
exists in the office of Indenture Trustee for any reason (the Indenture Trustee
in such event being referred to herein as the retiring Indenture Trustee), the
Servicer shall promptly appoint a successor Indenture Trustee. No resignation or
removal of the Indenture Trustee and no appointment of a successor Indenture
Trustee shall become effective until the acceptance of appointment by the
successor Indenture Trustee pursuant to this Section 6.08.

                  A successor Indenture Trustee shall deliver a written
acceptance of its appointment to the retiring Indenture Trustee, to the Servicer
and to the Administrator. Thereupon the resignation or removal of the retiring
Indenture Trustee shall become effective, and the successor Indenture Trustee
shall have all the rights, powers and duties of the Indenture Trustee under this
Indenture. The successor Indenture Trustee shall mail a notice of its succession
to Noteholders. The retiring Indenture Trustee shall promptly transfer all
property held by it as Indenture Trustee to the successor Indenture Trustee.

                  If a successor Indenture Trustee does not take office within
30 days after the retiring Indenture Trustee resigns or is removed, the retiring
Indenture Trustee, the Administrator or the Holders of a majority in Outstanding
Amount of the Notes may petition any court of competent jurisdiction for the
appointment of a successor Indenture Trustee.

                  If the Indenture Trustee fails to comply with Section 6.11,
any Noteholder may at any time thereafter petition any court of competent
jurisdiction for the removal of the Indenture Trustee and the appointment of a
successor Indenture Trustee.





                                       48                            (Indenture)

<PAGE>




                  Notwithstanding the replacement of the Indenture Trustee
pursuant to this Section, the Issuer's and the Administrator's obligations under
Section 6.07 shall continue for the benefit of the retiring Indenture Trustee.

                  6.09 Successor Indenture Trustee by Merger. If the Indenture
Trustee consolidates with, merges or converts into, or transfers all or
substantially all its corporate trust business or assets to, another Person, the
resulting, surviving or transferee corporation without any further act shall be
the successor Indenture Trustee if such surviving Person or transferee
corporation or banking shall be otherwise qualified and eligible under Section
6.11. The Indenture Trustee shall provide the Issuer, the Servicer and the
Rating Agencies reasonable prior written notice of any such transaction.

                  In case at the time such successor or successors by merger,
conversion or consolidation to the Indenture Trustee shall succeed to the trusts
created by this Indenture any of the Notes shall have been authenticated but not
delivered, any such successor to the Indenture Trustee may adopt the certificate
of authentication of any predecessor trustee, and deliver such Notes so
authenticated; and in case at that time any of the Notes shall not have been
authenticated, any successor to the Indenture Trustee may authenticate such
Notes either in the name of any predecessor hereunder or in the name of the
successor to the Indenture Trustee; and in all such cases such certificates
shall have the full force which it is anywhere in the Notes or in this Indenture
provided that the certificate of the Indenture Trustee shall have.

                  6.10 Appointment of Co-Indenture Trustee or Separate Indenture
Trustee.

                  (a) Notwithstanding any other provisions of this Indenture, at
         any time, for the purpose of meeting any legal requirement of any
         jurisdiction in which any part of the Trust Estate may at the time be
         located [or for the purpose of implementing any Swap Agreement as
         contemplated by Section 9.02], the Indenture Trustee shall have the
         power and may execute and deliver all instruments to appoint one or
         more Persons to act as a co-trustee or co-trustees, or separate trustee
         or separate trustees, of all or any part of the Trust, and to vest in
         such Person or Persons, in such capacity and for the benefit of the
         Noteholders, such title to the Trust Estate, or any part hereof, and,
         subject to the other provisions of this Section, such powers, duties,
         obligations, rights and trusts as the Indenture Trustee may consider
         necessary or desirable. No co-trustee or separate trustee hereunder
         shall be required to meet the terms of eligibility as a trustee under
         Section 6.11 and no notice to Noteholders of the appointment of any
         co-trustee or separate trustee shall be required under Section 6.08
         hereof.

                  (b) Every separate trustee and co-trustee shall, to the extent
         permitted by law, be appointed and act subject to the following
         provisions and conditions:

                           (1) all rights, powers, duties and obligations
                  conferred or imposed upon such separate trustee or co-trustee
                  shall be conferred or imposed upon and exercised or performed
                  by the Indenture 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 Indenture Trustee joining in and/or directing such
                  act), except to the extent that under any law of any
                  jurisdiction in

                                       49                            (Indenture)


<PAGE>




                  which any particular act or acts are to be performed the
                  Indenture 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 Estate 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
                  Indenture Trustee;

                           (2) no trustee hereunder shall be personally liable
                  by reason of any act or omission of any other trustee
                  hereunder; and

                           (3) the Indenture Trustee may at any time accept the
                  resignation of or remove any separate trustee or co-trustee.

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

                  (d) Any separate trustee or co-trustee may at any time
         constitute the Indenture Trustee, its agent or attorney-in-fact with
         full power and authority, to the extent not prohibited by law, to do
         any lawful act under or in respect of this Indenture 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 Indenture Trustee, to the extent permitted by law, without the
         appointment of a new or successor trustee.

                  6.11 Eligibility; Disqualification. The Indenture Trustee
shall at all times satisfy the requirements of TIA Section 310(a). The Indenture
Trustee shall have a combined capital and surplus of at least $50,000,000 as set
forth in its most recent published annual report of condition and it or its
parent shall have a long-term debt rating of "Baa3" or better by Moody's or
shall otherwise be acceptable to Moody's. The Indenture Trustee shall comply
with TIA Section 310(b), including the optional provision permitted by the
second sentence of TIA Section 310(b)(9); provided, however, that there shall be
excluded from the operation of TIA Section 310(b)(1) any indenture or indentures
under which other securities of the Issuer are outstanding if the requirements
for such exclusion set forth in TIA Section 310(b)(1) are met.

                  6.12 Preferential Collection of Claims Against Issuer. The
Indenture Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). An Indenture Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated.




                                       50                            (Indenture)

<PAGE>



                  6.13 Acknowledgement by Indenture Trustee of its Obligations
Under the Sale and Servicing Agreement. The Indenture Trustee hereby agrees and
consents to the provisions of the Sale and Servicing Agreement applicable to it
(including, without limitation, Sections 5.06, 5.07, 5.09 thereof) and agrees to
be bound by such provisions.

                  6.14 [Interest Rate Swap Agreement Provisions. (i) The Issuer
has entered into an Interest Rate Swap Agreement, in a form satisfactory to the
Rating Agencies, to hedge the floating rate interest expense on the VPTNs. The
Issuer may, from time to time, enter into one or more replacement Interest Rate
Swap Agreements in the event that any Interest Rate Swap Agreement is terminated
prior to its scheduled expiration pursuant to an Event of Default or a
Termination Event (each such term as defined in the Interest Rate Swap
Agreement). Swap Payments (other than any Swap Termination Payments) will rank
senior to interest payments on the Class A Notes and VPTNs, and Swap Termination
Payments will rank pari passu with interest payments on the Class A Notes and
the VPTNs, all as set forth in the Sale and Servicing Agreement.

                           (ii) The Indenture Trustee will be responsible for
         remitting Swap Payments and any Swap Termination Payments payable to
         the Swap Counterparty and for collecting Swap Receipts and any Swap
         Termination Payments payable to the Issuer.

                           (iii) In the event that the Swap Counterparty is
         required to collateralize any Interest Rate Swap transaction pursuant
         to the terms of the Interest Rate Swap Agreement, the Indenture
         Trustee, upon written request of the Administrator, shall establish
         individual collateral accounts and will hold any securities deposited
         therein in trust and will invest any cash amounts in accordance with
         the provisions of the Interest Rate Swap Agreement.

                           (iv) The notional amounts under the Interest Rate
         Swap Agreement will be increased by the principal balance of any VPTNs
         issued after the Closing Date and reduced from time to time by amounts
         paid as principal on the VPTNs pursuant to the information provided
         each month in the Servicer Certificate. The Administrator shall
         calculate and provide written notification to the Swap Counterparty and
         to the Indenture Trustee of the notional amount of the Interest Rate
         Swap as of each Distribution Date on or before the twelfth day of the
         month of the related Distribution Date. The Administrator shall also
         obtain the calculation of LIBOR from the Calculation Agent under this
         Agreement and shall calculate the amount of all Swap Payments, Swap
         Receipts and Swap Termination Payments payable on each Distribution
         Date, and shall provide written notification of such amounts to the
         Swap Counterparty and to the Indenture Trustee prior to such
         Distribution Date. At least five days before the effective date of any
         proposed amendment or supplement to an Interest Rate Swap Agreement,
         the Administrator shall provide the Rating Agencies with a copy of such
         amendment or supplement. Unless the amendment or supplement clarifies
         any term or provision, corrects any inconsistency, cures any ambiguity,
         or corrects any typographical error in the Interest Rate Swap
         Agreement, an amendment or supplement to the Interest Rate Swap
         Agreement will be effective only after satisfaction of any Rating
         Agency condition.



                                       51                            (Indenture)

<PAGE>



                           (v) Promptly following the early termination of an
         Interest Rate Swap Agreement due to an Event of Default or Termination
         Event (as each such term is defined in the Interest Rate Swap
         Agreement), the Issuer will use reasonable efforts to cause the Issuer
         to enter into a replacement Interest Rate Swap Agreement.

                           (vi) The Interest Rate Swap Agreement shall provide
         that if the rating of the Swap Counterparty is downgraded below a
         rating of "[____]" by Standard & Poor's, a division of The McGraw-Hill
         Companies, Inc. and "[____]" by Moody's Investor Service, Inc. or is
         suspended or withdrawn by any such Rating Agency, within 30 days of
         such downgrade, suspension or withdrawal, the Swap Counterparty must
         either (1) post collateral acceptable to the Issuer in amounts
         sufficient to secure its obligations under the Interest Rate Swap
         Agreement, (2) assign its rights and obligations under the Interest
         Rate Swap Agreement to a replacement counterparty acceptable to the
         Issuer or (3) establish other arrangements necessary, if any, in each
         case so that the Rating Agencies confirm the ratings of the Class A
         Notes and the VPTN that were in effect immediately prior to such
         downgrade, suspension or withdrawal. If the Swap Counterparty is
         required to collateralize any Interest Rate Swap transaction, the
         Administrator shall send written instructions to the Indenture Trustee
         to establish individual collateral accounts and to hold any securities
         deposited therein in trust and invest any cash amounts therein in
         accordance with the provisions of the Interest Rate Swap Agreement.

                           (vii) The Administrator shall notify the Swap
         Counterparty of any proposed amendment or supplement to any of the
         Basic Documents. If such proposed amendment or supplement would
         adversely affect any of the Swap Counterparty's rights or obligations
         under the Interest Rate Swap Agreement or modify the obligations of, or
         impair the ability of the Issuer to fully perform any of its
         obligations under the Interest Rate Swap Agreement, the Administrator
         shall obtain the consent of the Swap Counterparty prior to the adoption
         of such amendment of supplement, provided, the Swap Counterparty's
         consent to any such amendment or supplement shall not be unreasonably
         withheld, and provided further, the Swap Counterparty's consent will be
         deemed to have been given if the Swap Counterparty does not object in
         writing within ten Business Days of receipt of a written request for
         such consent.]














                                       52                            (Indenture)




<PAGE>




                                   ARTICLE VII
                         Noteholders' Lists and Reports

                  7.01 Note Registrar To Furnish Names and Addresses of
Noteholders. The Note Registrar shall furnish or cause to be furnished to the
Indenture Trustee, the Owner Trustee, the Servicer or the Administrator, within
15 days after receipt by the Note Registrar of a written request therefrom, a
list of the names and addresses of the Noteholders of any Class as of the most
recent Record Date. If three or more Noteholders of any Class, or one or more
Holders of such Class evidencing not less than 25% of the Outstanding Amount of
such Class (hereinafter referred to as "Applicants"), apply in writing to the
Indenture Trustee, and such application states that the Applicants desire to
communicate with other Noteholders with respect to their rights under this
Indenture or under the Notes and such application is accompanied by a copy of
the communication that such Applicants propose to transmit, then the Indenture
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 Noteholders. Such Indenture Trustee may elect not to afford the requesting
Noteholders access to the list of Noteholders if it agrees to mail the desired
communication by proxy, on behalf of and at the expense of the requesting
Noteholders, to all Noteholders of such series. Every Noteholder, by receiving
and holding a Note, agrees with the Indenture Trustee and the Issuer that none
of the Indenture Trustee, the Owner Trustee, the Issuer, the Servicer or the
Administrator shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Noteholders under this
Indenture, regardless of the source from which such information was derived.

                  If the Indenture Trustee shall cease to be the Note Registrar,
then thereafter the Administrator will furnish or cause to be furnished to the
Indenture Trustee not more than five days after the most recent Record Date or
at such other times as the Indenture Trustee reasonably may request in writing,
a list, in such form as the Indenture Trustee reasonably may require, of the
names and addresses of the Holders of Notes as of such Record Date.

                  7.02 Preservation of Information; Communications to
Noteholders.

                  (a) The Indenture Trustee shall preserve, in as current a form
         as is reasonably practicable, the names and addresses of the Holders of
         Notes contained in the most recent list furnished to the Indenture
         Trustee as provided in Section 7.01 and the names and addresses of
         Holders of Notes received by the Indenture Trustee in its capacity as
         Note Registrar. The Indenture Trustee may destroy any list furnished to
         it as provided in such Section 7.01 upon receipt of a new list so
         furnished.

                  (b) Noteholders may communicate pursuant to TIA Section 312(b)
         with other Noteholders with respect to their rights under this
         Indenture or under the Notes.

                  (c) The Issuer, the Indenture Trustee and the Note Registrar
         shall have the protection of TIA Section 3.12(c).

                  7.03 Reports by Issuer.

                  (a) The Issuer shall:




                                       53                            (Indenture)


<PAGE>




                           (1) file with the Indenture Trustee, within 15 days
                  after the Issuer is required to file the same with the
                  Commission, copies of the annual reports and of the
                  information, documents and other reports (or copies of such
                  portions of any of the foregoing as the Commission may from
                  time to time by rules and regulations prescribe) that the
                  Issuer may be required to file with the Commission pursuant to
                  Section 13 or 15(d) of the Exchange Act;

                           (2) file with the Indenture Trustee and the
                  Commission in accordance with the rules and regulations
                  prescribed from time to time by the Commission such additional
                  information, documents and reports with respect to compliance
                  by the Issuer with the conditions and covenants of this
                  Indenture as may be required from time to time by such rules
                  and regulations; and

                           (3) supply to the Indenture Trustee (and the
                  Indenture Trustee shall transmit by mail to all Noteholders
                  described in TIA Section 313(c)) such summaries of any
                  information, documents and reports required to be filed by the
                  Issuer pursuant to clauses (i) and (ii) of this Section
                  7.03(a) and by rules and regulations prescribed from time to
                  time by the Commission.

                  (b) Unless the Issuer otherwise determines, the fiscal year of
         the Issuer shall end on [March 31] of each year, unless the fiscal year
         of the Servicer ends on some other date, in which case, the fiscal year
         of the Issuer shall be the same as the fiscal year of the Servicer.

                  7.04 Reports by Indenture Trustee. If required by TIA Section
313(a), within 60 days after the end of each Fiscal Year of the Issuer,
beginning with [_______________], the Indenture Trustee shall mail to each
Noteholder as required by TIA Section 313(c) a brief report dated as of such
date that complies with TIA Section 313(a). The Indenture Trustee also shall
comply with TIA Section 313(b).

                  A copy of each report at the time of its mailing to
Noteholders shall be filed by the Indenture Trustee with the Commission and each
stock exchange, if any, on which the Notes are listed. The Issuer shall notify
the Indenture Trustee if and when the Notes are listed on any stock exchange.





                                       54                            (Indenture)



<PAGE>




                  7.05 [Indenture Trustee Website. The Indenture Trustee may
make available to the Noteholders, via the Indenture Trustee's website, all
reports or notices required to be provided by the Indenture Trustee under the
terms of this Indenture and, with the consent or at the direction of the
Servicer, such other information regarding the Notes as the Indenture Trustee
may have in its possession, but only with the use of a password provided by the
Indenture Trustee [or its agent to such Person upon receipt by the Indenture
Trustee from such Person of a certification in the form of Exhibit B hereto;
provided, however, that the Indenture Trustee or its agent shall provide such
password to each party to this Indenture without requiring such certification].
Any information that is disseminated in accordance with the provisions of this
Section 7.05 shall not be required to be disseminated in any other form or
manner. Except for documents prepared by the Indenture Trustee and subject to
its obligations under this Indenture, the Indenture Trustee will make no
representation or warranties as to the accuracy or completeness of such
documents and will assume no responsibility therefor.

                  The Indenture Trustee's internet website shall be initially
located at [_________________] or at such other address as shall be specified by
the Indenture Trustee from time to time in writing to the parties hereto. In
connection with providing access to the Trustee's internet website, the
Indenture Trustee may require registration and the acceptance of a disclaimer.]

                                  ARTICLE VIII
                      Accounts, Disbursements and Releases

                  8.01 Collection of Money. Except as otherwise expressly
provided herein, the Indenture Trustee may demand payment or delivery of, and
shall receive and collect, directly and without intervention or assistance of
any fiscal agent or other intermediary, all money and other property payable to
or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture
Trustee shall apply all such money received by it as provided in this Indenture.
Except as otherwise expressly provided in this Indenture, if any default occurs
in the making of any payment or performance under any agreement or instrument
that is part of the Trust Estate, the Indenture Trustee may take such action as
may be appropriate to enforce such payment or performance, including the
institution and prosecution of appropriate Proceedings. Any such action shall be
without prejudice to any right to claim a Default or Event of Default under this
Indenture and any right to proceed thereafter as provided in Article V.

                  8.02 Accounts.

                  (a) On or prior to the Closing Date, [(i)] the Issuer shall
         cause the Servicer to establish and maintain, in the name of the
         Indenture Trustee, for the benefit of the Noteholders and, to the
         extent set forth herein, the Certificateholders, the Collection Account
         as provided in Section 5.01 of the Sale and Servicing Agreement [and
         (ii) the Issuer will establish and maintain with the Securities
         Intermediary and pledge to the Indenture Trustee for the benefit of the
         Noteholders the Yield Supplement Account in the name of the Indenture
         Trustee pursuant to the Yield Supplement Agreement as provided in
         Section 5.08 of the Sale and Servicing Agreement and the Securities
         Account Control Agreement].



                                       55                            (Indenture)

<PAGE>




                  (b) On or prior to the Closing Date, the Issuer will cause the
         Seller to, pursuant to the Securities Account Control Agreement,
         establish and maintain with the Securities Intermediary in the name of
         the Indenture Trustee, for the benefit of the Noteholders, the Reserve
         Account as provided in Section 5.07, of the Sale and Servicing
         Agreement.

                  (c) The Indenture Trustee shall transfer all amounts remaining
         on deposit in the Collection Account on the Distribution Date on which
         the Notes of all Classes have been paid in full (or substantially all
         of the Trust Estate is otherwise released from the lien of this
         Indenture) to the Trust Collection Account and shall take all necessary
         or appropriate actions to transfer all of its right, title and interest
         in the Collection Account, all funds or investments held therein and
         all proceeds thereof, whether or not on behalf of the Securityholders,
         to the Owner Trustee for the benefit of the Certificateholders, subject
         to the limitations set forth herein with respect to amounts held for
         payment to Noteholders that do not promptly deliver a Note for payment
         on such Distribution Date.

                  (d) [The Indenture Trustee shall transfer all amounts
         remaining on deposit in the Yield Supplement Account on the
         Distribution Date on which the Notes of all Classes have been paid in
         full (or substantially all of the Trust Estate is otherwise released
         from the lien of this Indenture) to the Owner Trustee for the benefit
         of the Certificateholders and shall take all necessary or appropriate
         actions to transfer all of its right, title and interest in the Yield
         Supplement Account, all funds or investments held therein and all
         proceeds thereof, whether or not on behalf of the Securityholders, to
         the Owner Trustee for the benefit of the Certificateholders, which
         amounts the Owner Trustee shall deposit into the Trust Collection
         Account, subject to the limitations set forth herein with respect to
         amounts held for payment to Noteholders that do not promptly deliver a
         Note for payment on such Distribution Date.]

                  8.03 General Provisions Regarding Accounts.

                  (a) So long as no Default or Event of Default shall have
         occurred and be continuing, all or a portion of the funds in the
         Collection Account shall be invested in Eligible Investments and
         reinvested by the Indenture Trustee at the written direction of the
         Servicer, subject to the provisions of Section 5.01 of the Sale and
         Servicing Agreement. All income or other gain from investments of
         moneys deposited in the Collection Account shall be deposited by the
         Indenture Trustee in the Collection Account and paid to the Servicer as
         servicing compensation on any Business Day on or after which such
         amount is deposited in the Collection Account, and any loss resulting
         from such investments shall be charged to such account. The Servicer
         will not direct the Indenture Trustee, and the Issuer shall cause the
         Servicer not, to make any investment of any funds or to sell any
         investment held in the Collection Account unless the security interest
         Granted and perfected in such account will continue to be perfected in
         such investment or the proceeds of such sale, in either case without
         any further action by any Person, and, in connection with any direction
         to the Indenture Trustee to make any such investment or sale, if
         requested by the Indenture Trustee, the Servicer shall deliver to the
         Indenture Trustee an Opinion of Counsel, acceptable to the Indenture
         Trustee, to such effect.




                                       56                            (Indenture)


<PAGE>




                  (b) So long as no Default or Event of Default shall have
         occurred and be continuing, all or a portion of the funds in the
         Reserve Account [and the Yield Supplement Account] shall be invested in
         Eligible Investments and reinvested by the Indenture Trustee at the
         written direction of the Servicer, subject to the provisions of Section
         5.07 and Section 5.08, respectively, of the Sale and Servicing
         Agreement and the provisions of the Securities Account Control
         Agreement. All income or other gain from investments of moneys
         deposited in the Reserve Account shall be paid by the Indenture Trustee
         to the Seller on any Business Day on or after which such amount is
         deposited in the Reserve Account. [All income or other gain from
         investments of moneys deposited in the Yield Supplement Account shall
         be deposited into the Collection Account on each Distribution Date.]
         Subject to the right of the Indenture Trustee to make withdrawals
         therefrom, as directed by the Servicer, for the purposes and in the
         amounts set forth in Section 5.06 of the Sale and Servicing Agreement,
         the Reserve Account [and the Yield Supplement Account] and all funds
         held therein shall be the property of the Seller and not the property
         of the Trust, the Owner Trustee or the Indenture Trustee. The Seller
         will grant to the Indenture Trustee, for the benefit of the Noteholders
         and the Class C Certificateholders, a security interest in all funds
         (including Eligible Investments) in the Reserve Account (including the
         Reserve Account Initial Deposit) and the proceeds thereof, [and the
         Issuer will grant to the Indenture Trustee, for the benefit of the
         Noteholders, a security interest in all funds (including Eligible
         Investments) in the Yield Supplement Account and the proceeds thereof],
         and the Indenture Trustee shall have all of the rights of a secured
         party under the UCC with respect thereto; provided that all income from
         the investment of funds in the Reserve Account and the right to receive
         such income are retained by the Seller and are not transferred,
         assigned or otherwise conveyed hereunder[; and provided, further, that
         amounts on deposit in the Yield Supplement Account in excess of the
         Required Yield Supplement Amount will be deposited into the Collection
         Account for distribution in accordance with the terms of Section
         5.06(c) of the Sale and Servicing Agreement]. The Servicer will not
         direct the Indenture Trustee to make any investment of any funds or to
         sell any investment held in the Reserve Account [or the Yield
         Supplement Account] unless the security interest granted and perfected
         in such account will continue to be perfected in such investment or the
         proceeds of such sale, in either case without any further action by any
         Person, and, in connection with any direction to the Indenture Trustee
         to make any such investment or sale, if requested by the Indenture
         Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion
         of Counsel, acceptable to the Indenture Trustee, to such effect.

                  (c) Subject to Section 6.01(c), the Indenture Trustee shall
         not in any way be held liable by reason of any insufficiency in the
         Collection Account, [or] the Reserve Account [or the Yield Supplement
         Account] resulting from any loss on any Eligible Investment included
         therein at the direction of the Servicer, except for losses
         attributable to the Indenture Trustee's failure to make payments on
         such Eligible Investments issued by the Indenture Trustee, in its
         commercial capacity as principal obligor and not as trustee, in
         accordance with the terms thereof.

                  (d) If (i) the Servicer shall have failed to give investment
         directions for any funds on deposit in the Collection Account, [or] the
         Reserve Account [or the Yield Supplement Account] to the Indenture
         Trustee by 5:00 p.m. Eastern Time (or such other



                                       57                            (Indenture)


<PAGE>




         time as may be agreed by the Servicer and Indenture Trustee) on any
         Business Day or (ii) a Default or Event of Default shall have occurred
         and be continuing with respect to the Notes but the Notes shall not
         have been declared due and payable pursuant to Section 5.02 or (iii) if
         such Notes shall have been declared due and payable following an Event
         of Default, amounts collected or receivable from the Trust Estate are
         being applied in accordance with Section 5.05 as if there had not been
         such a declaration, then the Indenture Trustee shall, to the fullest
         extent practicable, invest and reinvest funds in the Accounts in one or
         more Eligible Investments specified in clauses (i), (iv) or (vi) of the
         definition of Eligible Investments provided in the Sale and Servicing
         Agreement. If the Indenture Trustee invests and reinvests funds in the
         Reserve Account [or the Yield Supplement Account] pursuant to clause
         (ii) or clause (iii) above, the Indenture Trustee shall issue a
         prohibition notice to the securities intermediary as provided in the
         Securities Account Control Agreement. If the Default or Event of
         Default that caused the Indenture Trustee to assume control over the
         investment of funds in the Reserve Account [and Yield Supplement
         Account] has been waived and the acceleration, if any, of the Notes has
         been rescinded, the Indenture Trustee shall issue a rescission of
         prohibition notice to the securities intermediary as provided in the
         Securities Account Control Agreement.

                  8.04 Release of Trust Estate.

                  (a) Subject to the payment of its fees and expenses pursuant
         to Section 6.07, the Indenture Trustee may, and when required by the
         provisions of this Indenture shall, execute instruments to release
         property from the lien of this Indenture, or convey the Indenture
         Trustee's interest in the same, in a manner and under circumstances
         that are not inconsistent with the provisions of this Indenture. No
         party relying upon an instrument executed by the Indenture Trustee as
         provided in this Article VIII shall be bound to ascertain the Indenture
         Trustee's authority, inquire into the satisfaction of any conditions
         precedent or see to the application of any moneys.

                  (b) The Indenture Trustee shall, at such time as there are no
         Notes outstanding and all sums due the Indenture Trustee pursuant to
         Section 6.07 have been paid [and all amounts owing under the Interest
         Rate Swap Agreement have been paid], release any remaining portion of
         the Trust Estate that secured the Notes [and the Interest Rate Swap
         Agreement] from the lien of this Indenture and release to or to the
         order of the Issuer, or, in the case of the Reserve Account [or the
         Yield Supplement Account], to the Seller, any funds entitled thereto
         then on deposit in the Collection Account, the Reserve Account and the
         Yield Supplement Account, as the case may be. The Indenture Trustee
         shall release property from the lien of this Indenture pursuant to this
         Section 8.04(b) only upon receipt of an Issuer Request accompanied by
         [confirmation that all amounts owing under the Interest Rate Swap
         Agreement have been paid and] an Officer's Certificate and (if required
         by the TIA) Independent Certificates in accordance with TIA Sections
         314(c) and 314(d)(1) meeting the applicable requirements of Section
         11.01.



                                       58                            (Indenture)

<PAGE>




                  8.05 Release of Receivables Upon Purchase by the Seller or the
Servicer. Upon repurchase of any Receivable by the Seller pursuant to Section
3.02 of the Sale and Servicing Agreement or any purchase of any Receivable by
the Servicer pursuant to Section 4.06 or Section 9.01 of the Sale and Servicing
Agreement, the Indenture Trustee, on behalf of the Noteholders, shall, without
further action, be deemed to release from the Lien of this Indenture such
repurchased Receivable, all monies due or to become due with respect thereto and
all proceeds thereof and the other property with respect to such Receivable, and
all security and any documents relating thereto, and the Seller or the Servicer,
as applicable, shall thereupon own each such Receivable, and all such related
security and documents, free of any further obligation to the Issuer, the
Indenture Trustee or the Noteholders with respect thereto.

                  (a) The Indenture Trustee shall execute such documents and
         instruments and take such other actions as shall be reasonably
         requested by the Seller or the Servicer, as the case may be, to effect
         the release of such Receivable pursuant hereto and the assignment of
         such Receivable by the Issuer pursuant to Section 9.02 of the Sale and
         Servicing Agreement.

                  8.06 Opinion of Counsel. The Indenture Trustee shall receive
at least seven days notice when requested by the Issuer to take any action
pursuant to Section 8.04(a), accompanied by copies of any instruments involved,
and the Indenture Trustee may also require (and shall require, to extent
required by the TIA), except in connection with any action contemplated by
Section 8.04(b), as a condition to such action, an Opinion of Counsel, in form
and substance satisfactory to the Indenture Trustee, stating the legal effect of
any such action, outlining the steps required to complete the same, and
concluding that all conditions precedent to the taking of such action have been
complied with and such action will not materially and adversely impair the
security for the Notes or the rights of the Noteholders [or adversely affect the
Swap Counterparty] in contravention of the provisions of this Indenture;
provided, however, that such Opinion of Counsel shall not be required to express
an opinion as to the fair value of the Trust Estate. Counsel rendering any such
opinion may rely, without independent investigation, on the accuracy and
validity of any certificate or other instrument delivered to the Indenture
Trustee in connection with any such action.

                                   ARTICLE IX
                             Supplemental Indentures

                  9.01 Supplemental Indentures Without Consent of Noteholders.

                  (a) Without the consent of the Holders of any Notes [or the
         Swap Counterparty] but with prior notice to the Rating Agencies, the
         Issuer and the Indenture Trustee, when authorized by an Issuer Order,
         at any time and from time to time, may enter into one or more
         indentures supplemental hereto (which shall conform to the provisions
         of the TIA as in force at the date of the execution thereof), in form
         satisfactory to the Indenture Trustee, for any of the following
         purposes:

                           (1) to correct or amplify the description of any
                  property at any time subject to the lien of this Indenture, or
                  to better assure, convey and confirm unto


                                       59                            (Indenture)


<PAGE>




                  the Indenture Trustee any property subject or required to be
                  subjected to the lien of this Indenture, or to subject to the
                  lien of this Indenture additional property;

                           (2) to evidence the succession, in compliance with
                  the applicable provisions hereof, of another person to the
                  Issuer, and the assumption by any such successor of the
                  covenants of the Issuer contained herein and in the Notes;

                           (3) to add to the covenants of the Issuer, for the
                  benefit of the Holders of the Notes, or to surrender any right
                  or power herein conferred upon the Issuer;

                           (4) to convey, transfer, assign, mortgage or pledge
                  any property to or with the Indenture Trustee;

                           (5) to cure any ambiguity, to correct or supplement
                  any provision herein or in any supplemental indenture that may
                  be inconsistent with any other provision herein or in any
                  supplemental indenture or to make any other provisions with
                  respect to matters or questions arising under this Indenture
                  or in any supplemental indenture to the extent such action
                  shall not adversely affect the interests of the Holders of the
                  Notes [or adversely affect the rights or obligations of the
                  Swap Counterparty under the Interest Rate Swap Agreement or
                  modify the obligations of or impair the ability of the Issuer
                  to fully perform any of its obligations under the Interest
                  Rate Swap Agreement];

                           (6) to evidence and provide for the acceptance of the
                  appointment hereunder by a successor trustee with respect to
                  the Notes and to add to or change any of the provisions of
                  this Indenture as shall be necessary to facilitate the
                  administration of the trusts hereunder by more than one
                  trustee, pursuant to the requirements of Article VI; or

                           (7) to modify, eliminate or add to the provisions of
                  this Indenture to such extent as shall be necessary to effect
                  the qualification of this Indenture under the TIA or under any
                  similar federal statute hereafter enacted and to add to this
                  Indenture such other provisions as may be expressly required
                  by the TIA.

                  The Indenture Trustee is hereby authorized to join in the
execution of any such supplemental indenture and to make any further appropriate
agreements and stipulations that may be therein contained.

                  (b) The Issuer and the Indenture Trustee, when authorized by
         an Issuer Order, may, also without the consent of any of the Holders of
         the Notes, enter into an indenture or indentures supplemental hereto
         for the purpose of adding any provisions to, or changing in any manner
         or eliminating any of the provisions of, this Indenture or of modifying
         in any manner the rights of the Holders of the Notes under this
         Indenture; provided, however, that such action shall not materially and
         adversely affect the interests of any Noteholder.



                                       60                            (Indenture)


<PAGE>




                  9.02 Supplemental Indentures with Consent of Noteholders. The
Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may,
with prior notice to the Rating Agencies and with the consent of the Holders of
the Controlling Class of Notes representing a majority of the Outstanding Amount
of such Class (excluding for such purpose the outstanding principal amount of
any Notes held of record or beneficially owned by NARC II, NMAC or any of their
Affiliates, unless at such time all of the Notes of such Class are held of
record or beneficially owned by NARC II, NMAC or any of their Affiliates), by
Action of such Holders delivered to the Issuer and the Indenture Trustee, enter
into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to, or changing in any manner or eliminating any of the
provisions of, this Indenture or of modifying in any manner the rights of the
Holders of the Notes under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Note affected thereby:

                  (a) change the due date of any installment of principal of or
         interest on any Note, or reduce the principal amount thereof, the
         Interest Rate thereon or redemption price therefor, or change any place
         of payment where, or the coin or currency in which, any Note or the
         interest thereon is payable;

                  (b) impair the right to institute suit for the enforcement of
         the provisions of this Indenture requiring the application of funds
         available therefor, as provided in Article V, to the payment of any
         such amount due on the Notes on or after the respective due dates
         thereof;

                  (c) reduce the percentage of the Outstanding Amount of the
         Notes, the consent of the Holders of which is required for any such
         supplemental indenture, or the consent of the Holders of which is
         required for any waiver of compliance with certain provisions of this
         Indenture or certain defaults hereunder and their consequences provided
         for in this Indenture;

                  (d) modify or alter the provisions of the proviso to the
         definition of the term "Outstanding";

                  (e) reduce the percentage of the Outstanding Amount of the
         Notes required to direct the Indenture Trustee to sell or liquidate the
         Trust Estate if the proceeds of that sale would be insufficient to pay
         the principal amount of and accrued but unpaid interest on the Notes
         pursuant to Section 5.04(c)(iv);

                  (f) reduce any percentage required to amend the sections of
         the Indenture that specify the applicable percentage of Outstanding
         Amount of the Notes necessary to amend the Indenture; or

                  (g) permit the creation of any lien ranking prior to or on a
         parity with the lien of this Indenture with respect to any part of the
         Trust Estate or, except as otherwise permitted or contemplated herein,
         terminate the lien of this Indenture on any property at any time
         subject hereto or deprive the Holder of any Note of the security
         provided by the lien of this Indenture.



                                       61                            (Indenture)



<PAGE>




                  The Indenture Trustee may in its discretion determine whether
or not any Notes would be adversely affected by any supplemental indenture and
any such determination shall be conclusive upon the Holders of all Notes,
whether theretofore or thereafter authenticated and delivered hereunder. The
Indenture Trustee shall not be liable for any such determination made in good
faith.

                  It shall not be necessary for any Action of Noteholders under
this Section to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Action shall approve the substance
thereof.

                  Promptly after the execution by the Issuer and the Indenture
Trustee of any supplemental indenture pursuant to this Section, the Indenture
Trustee shall mail to the Holders of the Notes to which such amendment or
supplemental indenture relates a notice setting forth in general terms the
substance of such supplemental indenture. Any failure of the Indenture Trustee
to mail such notice, or any defect therein, shall not, however, in any way
impair or affect the validity of any such supplemental indenture.

                  [Pursuant to the Trust Agreement and the Sale and Servicing
Agreement, the Issuer may, from time to time, at its option, enter into a
currency Swap Agreement with a Swap Counterparty to swap amounts payable to
Certificateholders from U.S. dollars to Japanese yen; provided, that (1) at the
time the Issuer enters into the Swap Agreement, the rating agencies have
confirmed the then-existing ratings of the Notes, and (2) any payments to the
Swap Counterparty (including termination payments) are payable only from amounts
that are otherwise payable to the Certificateholders. Any payments received by
the Issuer from the Swap Counterparty under such a Swap Agreement shall not be
deposited in the Collection Account and shall be paid by the Indenture Trustee
directly to or to the order of the Certificateholders on the related
Distribution Date. In connection with executing any such Swap Agreement, the
Issuer, Indenture Trustee, Owner Trustee, Seller and Servicer will enter into a
supplement to this Indenture, subject to this Section 9.02 and subject to the
approval of the Owner Trustee and the Certificateholders, that will specify the
creation of any necessary accounts and modifications of any provisions necessary
or appropriate to effectuate the intention of such Swap Agreement.]

                  9.03 Execution of Supplemental Indentures. In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the modification thereby of the trusts created
by this Indenture, the Indenture Trustee shall be entitled to receive upon
request therefor, and subject to Sections 6.01 and 6.02, shall be fully
protected in relying upon, an Opinion of Counsel from external counsel stating
that the execution of such supplemental indenture is authorized or permitted by
this Indenture. The Indenture Trustee may, but shall not be obligated to, enter
into any such supplemental indenture that affects the Indenture Trustee's own
rights, duties, liabilities or immunities under this Indenture or otherwise.






                                       62                            (Indenture)

<PAGE>




                  9.04 Effect of Supplemental Indenture. Upon the execution of
any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and shall be deemed to be modified and amended in accordance therewith
with respect to the Notes affected thereby, and the respective rights,
limitations of rights, obligations, duties, liabilities and immunities under
this Indenture of the Indenture Trustee, the Issuer and the Holders of the Notes
shall thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

                  9.05 Conformity with Trust Indenture Act. Every amendment of
this Indenture and every supplemental indenture executed pursuant to this
Article IX shall conform to the requirements of the Trust Indenture Act as then
in effect so long as this Indenture shall then be qualified under the Trust
Indenture Act.

                  9.06 Reference in Notes to Supplemental Indentures. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article IX may, and if required by the Indenture Trustee shall,
bear a notation in form approved by the Indenture Trustee as to any matter
provided for in such supplemental indenture. If the Issuer or the Indenture
Trustee shall so determine, new Notes so modified as to conform, in the opinion
of the Indenture Trustee and the Issuer, to any such supplemental indenture may
be prepared and executed by the Issuer and authenticated and delivered by the
Indenture Trustee in exchange for Outstanding Notes.

                                    ARTICLE X
                                     Release

                  10.01 Optional Purchase of All Receivables. If the Servicer or
any successor to the Servicer shall notify the Owner Trustee and the Indenture
Trustee of its intention to exercise the option granted to it in Section 9.01 of
the Sale and Servicing Agreement to repurchase the outstanding Receivables
primarily comprising the Owner Trust Estate, then the Owner Trustee and the
Indenture Trustee shall give written notice thereof to each Securityholder and
the Rating Agencies as soon as practicable after their receipt of notice from
the Servicer. Upon deposit by the Servicer or any successor to the Servicer of
the amount necessary to effect such purchase of the corpus of the Owner Trust
Estate, the Indenture Trustee shall make the final distributions to the
Noteholders and Certificateholders as set forth in Section 5.06 of the Sale and
Servicing Agreement and shall promptly transfer all of its right, title and
interest in and to any amounts or investments remaining on deposit in the
Collection Account to the Owner Trustee, and in the Reserve Account [and the
Yield Supplement Account] to the Seller (in any event excluding any portion
thereof necessary to make distributions to Noteholders described in Section
3.03), and release from the lien of this Indenture all of the remaining
Collateral. The Indenture Trustee shall execute, deliver and file all
agreements, certificates, instruments or other documents necessary or reasonably
requested by the Issuer in order to effect such release and the transfer to the
Issuer of the Collateral.




                                       63                            (Indenture)



<PAGE>




                                   ARTICLE XI
                                 Miscellaneous

                  11.01 Compliance Certificates and Opinions, etc.

                  (a) Upon any application or request by the Issuer to the
         Indenture Trustee to take any action under any provision of this
         Indenture, the Issuer shall, upon written request therefor from the
         Indenture Trustee, furnish to the Indenture Trustee (i) an Officer's
         Certificate stating that all conditions precedent, if any, provided for
         in this Indenture relating to the proposed action have been complied
         with, (ii) an Opinion of Counsel stating that in the opinion of such
         counsel all such conditions precedent, if any, have been complied with,
         and (iii) (if required by the TIA) an Independent Certificate from a
         firm of certified public accountants meeting the applicable
         requirements of this Section, except that, in the case of any such
         application or request as to which the furnishing of such documents is
         specifically required by any provision of this Indenture, no such
         written request from the Indenture Trustee need be furnished (and only
         such expressly required documents need be delivered in connection
         therewith).

                  (b) Every certificate or opinion with respect to compliance
         with a condition or covenant provided for in this Indenture shall
         include:

                           (1) a statement that each signatory of such
                  certificate or opinion has read or has caused to be read such
                  covenant or condition and the definitions herein relating
                  thereto;

                           (2) a brief statement as to the nature and scope of
                  the examination or investigation upon which the statements or
                  opinions contained in such certificate or opinion are based;

                           (3) a statement that, in the opinion of each such
                  signatory, such signatory has made such examination or
                  investigation as is necessary to enable such signatory to
                  express an informed opinion as to whether or not such covenant
                  or condition has been complied with; and

                           (4) a statement as to whether, in the opinion of each
                  such signatory, such condition or covenant has been complied
                  with.

                  (c) Prior to the deposit of any Collateral or other property
         or securities with the Indenture Trustee that is to be made the basis
         for the release of any property or securities subject to the lien of
         this Indenture, the Issuer shall, in addition to any obligation imposed
         in Section 11.01(a) or elsewhere in this Indenture, furnish to the
         Indenture Trustee (if so requested by the Indenture Trustee or required
         by the TIA) an Officer's Certificate certifying or stating the opinion
         of each person signing such certificate as to the fair value (within 90
         days of such deposit) to the Issuer of the Collateral or other property
         or securities to be so deposited.

                  Whenever the Issuer would be required to furnish to the
Indenture Trustee an Officer's Certificate certifying or stating the opinion of
any signatory thereof as to the matters




                                       64                            (Indenture)



<PAGE>




described in this clause (c) above if such an Officer's Certificate had been
requested by the Indenture Trustee or required by the TIA, regardless of whether
such an Officer's Certificate was so requested or required, the Issuer shall
deliver to the Indenture Trustee an Independent Certificate as to the same
matters, if the fair value to the Issuer of the securities to be so deposited
and of all other such securities made the basis of any such withdrawal or
release since the commencement of the then-current calendar year of the Issuer,
as set forth in the certificates delivered pursuant to clause (c) above, is 10%
or more of the Outstanding Amount of the Notes, but such a certificate need not
be furnished with respect to any securities so deposited, if the fair value
thereof to the Issuer as set forth in the related Officer's Certificate is less
than $25,000 or less than one percent of the Outstanding Amount of the Notes.

                  Whenever any property or securities are to be released from
the lien of this Indenture, the Issuer shall also furnish to the Indenture
Trustee an Officer's Certificate certifying or stating the opinion of each
person signing such certificate as to the fair value (within 90 days of such
release) of the property or securities proposed to be released and stating that
in the opinion of such person the proposed release will not impair the security
under this Indenture in contravention of the provisions hereof.

                  Notwithstanding Section 2.09 or any other provision of this
Section, the Issuer may, without compliance with the requirements of the other
provisions of this Section, (A) collect, liquidate, sell or otherwise dispose of
Receivables and Financed Vehicles as and to the extent permitted or required by
the Basic Documents and (B) make cash payments out of the Accounts as and to the
extent permitted or required by the Basic Documents so long as the Issuer shall
deliver to the Indenture Trustee every six months, commencing [____________], an
Officer's Certificate of the Issuer stating that all such dispositions of
Collateral that occurred during the preceding six calendar months were in the
ordinary course of the Issuer's business and that the proceeds thereof were
applied in accordance with the Basic Documents.

                  11.02 Form of Documents Delivered to Indenture Trustee. In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.

                  Any certificate or opinion of an Authorized Officer of the
Issuer may be based, insofar as it relates to legal matters, upon a certificate
or opinion of, or representations by, counsel, unless such officer knows, or in
the exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which such officer's
certificate or opinion is based are erroneous. Any such certificate of an
Authorized Officer or Opinion of Counsel may be based, insofar as it relates to
factual matters, upon a certificate or opinion of, or representations by, an
officer or officers of the Servicer, the Seller, the Issuer or the
Administrator, stating that the information with respect to such factual matters
is in the possession of the Servicer, the Seller, the Issuer or the
Administrator, unless such counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
such matters are erroneous.



                                       65                            (Indenture)




<PAGE>




                  Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be consolidated
and form one instrument.

                  Whenever in this Indenture, in connection with any application
or certificate or report to the Indenture Trustee, it is provided that the
Issuer shall deliver any document as a condition of the granting of such
application, or as evidence of the Issuer's compliance with any term hereof, it
is intended that the truth and accuracy, at the time of the granting of such
application or at the effective date of such certificate or report (as the case
may be), of the facts and opinions stated in such document shall in such case be
conditions precedent to the right of the Issuer to have such application granted
or to the sufficiency of such certificate or report. The foregoing shall not,
however, be construed to affect the Indenture Trustee's right to rely upon the
truth and accuracy of any statement or opinion contained in any such document as
provided in Article VI.

                  11.03 Acts of Noteholders.

                  (a) Any request, demand, authorization, direction, notice,
         consent, waiver or other action provided by this Indenture to be given
         or taken by Noteholders may be embodied in and evidenced by one or more
         instruments of substantially similar tenor signed by such Noteholders
         in person or by agents duly appointed in writing; and except as herein
         otherwise expressly provided such action shall become effective when
         such instrument or instruments are delivered to the Indenture Trustee,
         and, where it is hereby expressly required, to the Issuer. Such
         instrument or instruments (and the action embodied therein and
         evidenced thereby) are herein sometimes referred to as the "Action" of
         the Noteholders signing such instrument or instruments. Proof of
         execution of any such instrument or of a writing appointing any such
         agent shall be sufficient for any purpose of this Indenture and
         (subject to Section 6.01) conclusive in favor of the Indenture Trustee
         and the Issuer, if made in the manner provided in this Section.

                  (b) The fact and date of the execution by any person of any
         such instrument or writing may be proved in any manner that the
         Indenture Trustee deems sufficient.

                  (c) The ownership of Notes shall be proved by the Note
         Register.

                  (d) Any request, demand, authorization, direction, notice,
         consent, waiver or other action by the Holder of any Notes shall bind
         the Holder of every Note issued upon the registration thereof or in
         exchange therefor or in lieu thereof, in respect of anything done,
         omitted or suffered to be done by the Indenture Trustee or the Issuer
         in reliance thereon, whether or not notation of such action is made
         upon such Note.

                  11.04 Notices, to Indenture Trustee, Issuer and Rating
Agencies. Any request, demand, authorization, direction, notice, consent, waiver
or Action of Noteholders or other documents provided or permitted by this
Indenture shall be in writing and if such request, demand, authorization,
direction, notice, consent, waiver or Action of Noteholders is to be made upon,
given or furnished to or filed with:



                                       66                            (Indenture)



<PAGE>




                  (a) the Indenture Trustee by any Noteholder or by the Issuer,
         it shall be sufficient for every purpose hereunder if made, given,
         furnished or filed in writing to or with the Indenture Trustee at its
         Corporate Trust Office, or

                  (b) the Issuer by the Indenture Trustee or by any Noteholder,
         it shall be sufficient for every purpose hereunder if in writing and
         mailed first-class, postage prepaid to the Issuer 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 at any other address previously furnished in
         writing to the Indenture Trustee by the Issuer or the Administrator.
         The Issuer shall promptly transmit any notice received by it from the
         Noteholders to the Indenture Trustee.

                  Notices required to be given to the Rating Agencies by the
Issuer, the Indenture Trustee or the Owner Trustee shall be in writing,
personally delivered or mailed by certified mail, return receipt requested, to
(i) in the case of Moody's, at the following address: Moody's Investors Service,
ABS Monitoring Department, 99 Church Street, New York, New York 10007, and (ii)
in the case of Standard & Poor's, at the following address: Standard & Poor's, a
division of The McGraw-Hill Companies, Inc., 55 Water Street, New York, New York
10041-0003, Attention: Asset Backed Surveillance Department, or as to each of
the foregoing, at such other address as shall be designated by written notice to
the other parties.

                  11.05 Notices to Noteholders; Waiver. Where this Indenture
provides for notice to Noteholders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class, postage prepaid to each Noteholder affected by such
event, at his address as it appears on the Note Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to Noteholders is given by mail,
neither the failure to mail such notice nor any defect in any notice so mailed
to any particular Noteholder shall affect the sufficiency of such notice with
respect to other Noteholders, and any notice that is mailed in the manner herein
provided shall conclusively be presumed to have been duly given.

                  Where this Indenture provides for notice in any manner, such
notice may be waived in writing by any Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Noteholders shall be filed with the Indenture
Trustee but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such a waiver.

                  In case, by reason of the suspension of regular mail service
as a result of a strike, work stoppage or similar activity, it shall be
impractical to mail notice of any event to Noteholders when such notice is
required to be given pursuant to any provision of this Indenture, then any
manner of giving such notice as shall be satisfactory to the Indenture Trustee
shall be deemed to be a sufficient giving of such notice.

                  Where this Indenture provides for notice to the Rating
Agencies, failure to give such notice shall not affect any other rights or
obligations created hereunder, and shall not under any circumstance constitute a
Default or Event of Default.





                                       67                            (Indenture)

<PAGE>




                  11.06 Alternate Payment and Notice Provisions. Notwithstanding
any provision of this Indenture or any of the Notes to the contrary, the Issuer
may enter into any agreement with any Holder of a Note providing for a method of
payment, or notice by the Indenture Trustee or any Paying Agent to such Holder,
that is different from the methods provided for in this Indenture for such
payments or notices. The Issuer will furnish to the Indenture Trustee a copy of
each such agreement and the Indenture Trustee will cause payments to be made and
notices to be given in accordance with such agreements.

                  11.07 Conflict with Trust Indenture Act. If any provision
hereof limits, qualifies or conflicts with another provision hereof that is
required to be included in this Indenture by any of the provisions of the Trust
Indenture Act, such required provision shall control.

                  The provisions of TIA Sections 310 through 317 that impose
duties on any person (including the provisions automatically deemed included
herein unless expressly excluded by this Indenture) are a part of and govern
this Indenture, whether or not physically contained herein.

                  11.08 Effect of Headings and Table of Contents. The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

                  11.09 Successors and Assigns. All covenants and agreements in
this Indenture and the Notes by the Issuer shall bind its successors and
assigns, whether so expressed or not. All agreements of the Indenture Trustee in
this Indenture shall bind its successors, co-trustees and agents.

                  11.10 Severability. If any one or more of the covenants,
agreements, provisions or terms of this Indenture 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 Indenture and shall
in no way affect the validity or enforceability of the other provisions of this
Indenture or of the Notes or the Certificates or the rights of the Holders
thereof.

                  11.11 Benefits of Indenture. Nothing in this Indenture or in
the Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, and the Noteholders, and any other party
secured hereunder, and any other Person with an ownership interest in any part
of the Trust Estate, any benefit or any legal or equitable right, remedy or
claim under this Indenture.

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

                  11.13 Counterparts. This Indenture 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.




                                       68                            (Indenture)
<PAGE>
         11.14 Recording of Indenture. If this Indenture is subject to recording
in any appropriate public recording offices, such recording is to be effected by
the Issuer and at its expense accompanied by an Opinion of Counsel (which may be
counsel to the Indenture Trustee or any other counsel reasonably acceptable to
the Indenture Trustee) to the effect that such recording is necessary either for
the protection of the Noteholders or any other Person secured hereunder or for
the enforcement of any right or remedy granted to the Indenture Trustee under
this Indenture.

         11.15 Trust Obligation. No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Owner Trustee or
the Indenture Trustee on the Notes or Certificates or under this Indenture or
any certificate or other writing delivered in connection herewith or therewith,
against (i) the Indenture Trustee or the Owner Trustee in its individual
capacity, (ii) the Seller, any Certificateholder or other owner of a beneficial
interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer,
director, employee or agent of the Indenture Trustee or the Owner Trustee in its
individual capacity, any Certificateholder or other owner of a beneficial
interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any
successor or assign of the Indenture Trustee or the Owner Trustee in its
individual capacity, except as any such Person may have expressly agreed (it
being understood that the Indenture Trustee and the Owner Trustee have no such
obligations in their individual capacity) and except that any such partner,
owner or beneficiary shall be fully liable, to the extent provided by applicable
law, for any unpaid consideration for stock, unpaid capital contribution or
failure to pay any installment or call owing to such entity. For all purposes of
this Indenture, in the performance of any duties or obligations of the Issuer
hereunder, the Owner Trustee shall be subject to, and entitled to the benefits
of, the terms and provisions of Article VI, VII and VIII of the Trust Agreement.

         11.16 No Petition. The Indenture Trustee, by entering into this
Indenture, and each Noteholder, by accepting a Note, hereby covenant and agree
that they will not at any time file, join in any filing of, or cooperate or
encourage others to file against the Seller or the Issuer any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or state bankruptcy or similar law,
in connection with any obligations relating to the Notes, the Certificates or
any of the Basic Documents.

         11.17 Inspection. The Issuer agrees that, on reasonable prior notice,
it will permit any representative of the Indenture Trustee, during the Issuer's
normal business hours, to examine all the books of account, records, reports and
other papers of the Issuer, to make copies and extracts therefrom, to cause (at
the expense of the requesting party) such books to be audited by Independent
certified public accountants, and to discuss the Issuer's affairs, finances and
accounts with the Issuer's officers, employees, and Independent certified public
accountants, all at such reasonable times and as often as may be reasonably
requested. The Indenture Trustee shall and shall cause its representatives to
hold in confidence all such information except to the extent disclosure may be
required by law (and all reasonable applications for confidential treatment are
unavailing) and except to the extent that the Indenture Trustee may reasonably
determine that such disclosure is consistent with its obligations hereunder.




                                       69                            (Indenture)
<PAGE>

                  IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have
caused this Indenture to be duly executed by their respective officers,
thereunto duly authorized and duly attested, all as of the day and year first
above written.

                                    NISSAN AUTO RECEIVABLES [____-_] OWNER TRUST


                                    By:  [                                    ],
                                          ------------------------------------

                                         not in its individual capacity but
                                         solely as Owner Trustee


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


                                    [                                         ],
                                     -----------------------------------------
                                         not in its individual capacity but
                                         solely as Indenture Trustee

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





                                      S-1                            (Indenture)
<PAGE>
                                   EXHIBIT A-1

    (Form of Class A-1 Note, Class A-2 Note, Class A-3 Note and Class B Note)

         UNLESS THIS NOTE 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 NOTE 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.


         THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

         THIS NOTE IS NOT AN OBLIGATION OF, AND WILL NOT BE INSURED OR
GUARANTEED BY, ANY GOVERNMENTAL AGENCY OR NISSAN AUTO RECEIVABLES CORPORATION
II, NISSAN MOTOR ACCEPTANCE CORPORATION, NISSAN NORTH AMERICA, INC., NISSAN
MOTOR CO., LTD., ANY TRUSTEE OR ANY OF THEIR AFFILIATES. THE PRINCIPAL AND
INTEREST ON THIS NOTE IS PAYABLE SOLELY FROM PAYMENTS ON THE RECEIVABLES AND
AMOUNTS ON DEPOSIT IN THE RESERVE ACCOUNT [AND THE YIELD SUPPLEMENT ACCOUNT].









                                     A-1-1                           (Indenture)
<PAGE>
No._____       $__________

                   NISSAN AUTO RECEIVABLES ___-___ OWNER TRUST

                CLASS [A-1][A-2][A-3] [B] ___% ASSET BACKED NOTES

         Nissan Auto Receivables Owner Trust, a statutory trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to ____________________,
or registered assigns, the principal sum of _______________ DOLLARS
($__________) payable on each Distribution Date in an aggregate amount, if any,
payable from the Collection Account in respect of the principal on the Class
[A-1][A-2][A-3][B] Notes pursuant to Section 3.01 of the Indenture dated as of
__________, _____ (the "Indenture"), between the Issuer and [________], a
___________________, as Indenture Trustee (the "Indenture Trustee") and Sections
5.06(c), (d) and (e) of the Sale and Servicing Agreement dated as of [_________]
among the Issuer, NARC II, as Seller, and NMAC, as Servicer (which amounts shall
be limited to the portion of Available Amounts specified in such sections);
provided, however, that the entire unpaid principal amount of this Note shall be
due and payable on the Distribution Date occurring in [________] (the "Class
[A-1][A-2][A-3][B] Final Scheduled Distribution Date"). Capitalized terms used
but not defined herein have the meanings ascribed thereto in the Indenture and
the Sale and Servicing Agreement, as the case may be.

         The Issuer will pay interest on this Note at the rate per annum shown
above on each Distribution Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Distribution Date (after giving effect to all payments of principal
made on the preceding Distribution Date), subject to certain limitations
contained in Section 3.01 of the Indenture. Interest on this Note will accrue
for each Distribution Date, [during the period from (and including) the
Distribution Date during the calendar month preceding such Distribution Date (or
in the case of the first Distribution Date, from (and including) the Closing
Date to (but excluding) such Distribution Date)] [during the period from (and
including) the 15th day of the preceding calendar month to (but excluding) the
15th day of the month in which such Distribution Date occurs]. Interest will be
computed on the basis specified in the Indenture for each Interest Period. Such
principal of and interest on this Note shall be paid in the manner specified on
the reverse hereof.

         The principal of and interest on this Note is payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Issuer
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

         Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.



                                     A-1-2                           (Indenture)
<PAGE>

         Unless the certificate of authentication hereon has been executed by
the Indenture Trustee whose name appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.

         IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer, as of the date set forth
below.

Date:
      --------------------

                              NISSAN AUTO RECEIVABLES _____-_
                              OWNER TRUST


                              By:
                                 -------------------------------------------
                                     not in its individual capacity but
                                     solely as Owner Trustee under the
                                     Trust Agreement,


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





                                     A-1-3                           (Indenture)
<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION


This is one of the Notes designated above and referred to in the
within-mentioned Indenture.

Date:
      ------------------

                                                                            ,
                                   -----------------------------------------
                                          not in its individual capacity but
                                          solely as Indenture Trustee,


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



                                     A-1-4                           (Indenture)
<PAGE>

         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as [____]% Asset Backed Notes, Class [A-1][A-2][A-3][B] (herein
called the "Class [A-1][A-2][A-3][B] Notes"), all issued under the Indenture, to
which Indentures and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights and obligations thereunder of the
Issuer, the Indenture Trustee and the Holders of the Notes. The Class
[A-1][A-2][A-3][B] Notes are subject to all terms of the Indenture.

         The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the
Class B Notes (collectively, the "Notes") are and will be equally and ratably
secured by the collateral pledged as security therefor as provided in the
Indenture.

         Principal of the Class [A-1][A-2][A-3] [B] Notes will be payable on
each Distribution Date in an amount described in the Indenture. "Distribution
Date" means the [________] day of each month, or, if any such date is not a
Business Day, the next succeeding Business Day, commencing [________].

         Notwithstanding the foregoing, the entire unpaid principal amount of
the Notes shall be due and payable on the date on which an Event of Default
shall have occurred and be continuing and the Indenture Trustee or the Holders
of the Controlling Class of Notes representing not less than a majority of the
Outstanding Amount of such Class (excluding for such purpose the outstanding
principal amount of any Notes held of record or beneficially owned by NARC II,
NMAC or any of their Affiliates, unless at such time all of the Notes of such
Class are held of record or beneficially owned by NARC II, NMAC or any of their
Affiliates) have declared the Notes to be immediately due and payable in the
manner provided in Section 5.02 of the Indenture or following the exercise by
the Servicer of its option to purchase the Receivables pursuant to Section 9.01
of the Sale and Servicing Agreement and Section 10.01 of the Indenture. In case
of an unrescinded acceleration upon an Event of Default, all payments of
interest and principal in that order of payment, will be made (1) first to the
holders of the Class A-1 Notes, until the outstanding principal balance of the
Class A-1 Notes has been paid in full; (2) then to the holders of the Class A-2
Notes and the Class A-3 Notes on a pro rata basis (x) with respect to interest,
based on the respective aggregate amounts of interest due to these classes of
notes and (y) with respect to principal, based on the respective outstanding
principal balances of those classes of notes, until the outstanding principal
balances of those classes of notes have been paid in full; and (3) then to the
holders of Class B Notes on a pro rata basis (x) with respect to interest, based
on the respective aggregate amounts of interest due to the Class B Notes and (y)
with respect to principal, based on the respective outstanding principal
balances of the Class B Notes, until the outstanding principal balances of the
Class B Notes have been paid in full. In case of the optional purchase of the
Receivables, all interest and all principal payments on the Class
[A-1][A-2][A-3][A-4] Notes shall be made pro rata to the Class [A-1][A-2][A-3]
[B] Noteholders entitled thereto.

         Payments of interest on this Note due and payable on each Distribution
Date, together with the installment of principal, if any, to the extent not in
full payment of this Note, shall be paid to the Person in whose name of such
Note (or one or more Predecessor Notes) is registered on the Record Date by wire
transfer in immediately available funds to the account designated by such
nominee, except for the final installment of principal payable with respect to
such Note on a Distribution Date or on the applicable Final Scheduled
Distribution Date, which


                                     A-1-5                           (Indenture)
<PAGE>
shall be payable as provided below. Any reduction in the principal amount of
this Note (or any one or more Predecessor Notes) effected by any payments made
on any Distribution Date shall be binding upon all future Holders of this Note
and of any Note issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not noted hereon. If funds are expected to
be available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Distribution Date, then the
Indenture Trustee, in the name of and on behalf of the Issuer, will notify the
Person who was the Registered Holder hereof as of the Record Date preceding such
Distribution Date by notice mailed or transmitted by facsimile prior to such
Distribution Date, and the amount then due and payable shall be payable only
upon presentation and surrender of this Note at the Indenture Trustee's
principal Corporate Trust Office or at the office of the Indenture Trustee's
agent appointed for such purposes located in The City of New York.

         The Issuer shall pay interest on overdue installments of interest at
the Class [A-1][A-2][A-3][B] Rate to the extent lawful.

         [FOR CLASS B NOTES] Default in the payment of interest on this Class
[B] Note is not an Event of Default under the Indenture so long as any Class [A]
Notes are Outstanding. By acceptance of this Class [B] Note or any beneficial
interest herein, you are deemed to have consented to the delay in payment of
interest on such Class [B] Note and waived your rights to institute suit for
enforcement of any such payment to the extent described in the Indenture.

         As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Note may be registered on the Note Register
upon surrender of this Note for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Indenture Trustee as set forth in Section 2.04 of the Indenture, and thereupon
one or more new Notes of authorized denominations and in the same aggregate
principal amount will be issued to the designated transferee or transferees. No
service charge will be charged for any registration of transfer or exchange of
this Note, but the transferor may be required to pay a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with any
such registration of transfer or exchange.

         Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note, covenants and agrees that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under
the Indenture or any certificate or other writing delivered in connection
therewith, against (i) the Indenture Trustee or the Owner Trustee in its
individual capacity, (ii) the Seller or any owner of a beneficial interest in
the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or
employee of the Indenture Trustee or the Owner Trustee in its individual
capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee
or the Indenture Trustee or of any successor or assign of the Indenture Trustee
or the Owner Trustee in its individual capacity, except as any such Person may
have expressly agreed (it being understood that the Indenture Trustee and the
Owner Trustee have no such obligations in their individual capacity) and except
that any such partner, owner or beneficiary shall be fully liable, to the extent
provided by applicable law, for any unpaid consideration for



                                     A-1-6                           (Indenture)
<PAGE>
stock, unpaid capital contribution or failure to pay any installment or call
owing to such entity.

         The Holder of this Note by its acceptance hereof agrees that, except as
expressly provided in the Basic Documents, in the case of an Event of Default
under the Indenture, the Holder shall have no claim against any of the foregoing
for any deficiency, loss or claim therefrom; provided, however, that nothing
contained herein shall be taken to prevent recourse to, and enforcement against,
the assets of the Issuer for any and all liabilities, obligations and
undertakings contained in the Indenture or in this Note.

         Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note, covenants and agrees by
accepting the benefits of the Indenture that such Noteholder or Note Owner will
not at any time file, join in the filing of, or cooperate with or encourage
others to file against the Seller or the Issuer, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under any United States
federal or state bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture or the Basic Documents.

         The Issuer has entered into the Indenture and this Note is issued with
the intention that, for federal, state and local income, single business and
franchise tax purposes, the Notes will qualify as indebtedness of the Issuer
secured by the Trust Estate. Each Noteholder, by acceptance of a Note (and each
Note Owner by acceptance of a beneficial interest in a Note), agrees to treat
the Notes for federal, state and local income, single business and franchise tax
purposes as indebtedness of the Issuer.

         Prior to the due presentment for registration of transfer of this Note,
the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Note (as of the day of
determination or as of such other date as may be specified in the Indenture) is
registered as the owner hereof for all purposes, whether or not this Note be
overdue, and none of the Issuer, the Indenture Trustee or any such agent shall
be affected by notice to the contrary.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer and the Indenture Trustee, when authorized by an Issuer
Order, with prior notice to the Rating Agencies and with the consent of the
Holders of the Controlling Class of Notes representing a majority of the
Outstanding Amount of such Class (excluding for such purpose the outstanding
principal amount of any Notes held of record or beneficially owned by NARC II,
NMAC or any of their Affiliates, unless at such time all of the Notes are held
of record or beneficially owned by NARC II, NMAC or any of their Affiliates).
Section 5.12 of the Indenture also contains provisions permitting the Holders of
the Controlling Class of Notes representing a majority of the Outstanding Amount
of such Class (excluding for such purpose the outstanding principal amount of
any Notes held of record or beneficially owned by NARC II, NMAC or any of their
Affiliates, unless at such time all of the Notes of such Class are held of
record or beneficially owned by NARC II, NMAC or any of their Affiliates), on
behalf of the Holders of all the Notes, to waive compliance by the Issuer with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Note (or any one or more


                                     A-1-7                           (Indenture)
<PAGE>
Predecessor Notes) shall be conclusive and binding upon such Holder and upon all
future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent or waiver is made upon this Note. The Indenture also permits the
Indenture Trustee to amend or waive certain terms and conditions set forth in
the Indenture without the consent of Holders of the Notes issued thereunder.

         The term "Issuer" as used in this Note includes any successor to the
Issuer under the Indenture.

         The Issuer is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Indenture Trustee and the
Holders of Notes under the Indenture.

         The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

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

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency herein prescribed.



                                     A-1-8                           (Indenture)
<PAGE>
                                   ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of
assignee:
           ---------------

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

--------------------------------------------------------------------------------
                         (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints , attorney, to transfer said Note on the books kept for
registration thereof, with full power of substitution in the premises.

Dated:                          */
      --------------------------

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

         */ NOTICE: The signature to this assignment must correspond with the
name of the registered owner as it appears on the face of the within Note in
every particular, without alteration, enlargement or any change whatever. Such
signature must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Note Registrar, which requirements include membership or
participation in STAMP or such other "signature guarantee program" as may be
determined by the Note Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934, as amended.



                                     A-1-9                           (Indenture)
<PAGE>
                                   EXHIBIT A-2

                        [FORM OF VARIABLE PAY TERM NOTE]


         THIS VARIABLE PAY TERM NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER
ANY STATE SECURITIES OR BLUE SKY LAW OF ANY STATE OF THE UNITED STATES. THE
HOLDER HEREOF BY PURCHASING THIS VARIABLE PAY TERM NOTE, AGREES THAT THIS
VARIABLE PAY TERM NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE
LAWS, AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER, WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT
THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER
THE SECURITIES ACT (IF AVAILABLE), SUBJECT TO THE RECEIPT BY THE INDENTURE
TRUSTEE AND THE VARIABLE PAY TERM NOTE REGISTRAR OF SUCH EVIDENCE ACCEPTABLE TO
THE INDENTURE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, (3) TO AN
INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT PURSUANT TO
ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT TO THE RECEIPT BY THE INDENTURE TRUSTEE AND THE NOTE REGISTRAR OF SUCH
OTHER EVIDENCE ACCEPTABLE TO THE INDENTURE TRUSTEE THAT SUCH REOFFER, RESALE,
PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE
LAWS, OR (4) TO THE SELLER OR ITS AFFILIATES, IN EACH CASE IN ACCORDANCE WITH
ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES AND BLUE SKY
LAWS OF THE STATES OF THE UNITED STATES.

         THE PRINCIPAL OF THIS VARIABLE PAY TERM NOTE IS PAYABLE IN INSTALLMENTS
AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS
VARIABLE PAY TERM NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE
HEREOF.




                                     A-2-1                           (Indenture)
<PAGE>



                                                                        [$[    ]

No. ______                                                      CUSIP NO. [    ]


                FLOATING RATE ASSET BACKED VARIABLE PAY TERM NOTE

         NISSAN AUTO RECEIVABLES ___-___ OWNER TRUST, a business trust organized
and existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to [_________], or
registered assigns, the principal sum of [___________] MILLION DOLLARS payable
on each Distribution Date in an amount equal to the result obtained by
multiplying (i) a fraction, the numerator of which is [_________] (the original
face amount of this Note) and the denominator of which is [_________] (the
aggregate principal amount of the VPTN on the original issuance date of this
VPTN) by (ii) the aggregate amount, if any, payable to the VPTNs issued on the
original issuance date of this VPTN in respect of principal pursuant to the
Indenture dated as of [___________] (as from time to time amended, supplemented
or otherwise modified and in effect, the "Indenture"), between the Issuer and
_________________, as Indenture Trustee (in such capacity the "Indenture
Trustee"); provided, however, the entire unpaid principal amount of this Note
shall be due and payable on the ___________, ____ Distribution Date (the "VPTN
Final Scheduled Distribution Date") and upon the optional repurchase of the
Receivables, if any, pursuant to Section 10.01 of the Indenture. Capitalized
terms used but not defined herein are defined in Article I of the Indenture,
which also contains rules as to construction that shall be applicable herein.

         The Issuer shall pay interest on this VPTN on each Distribution Date at
a rate equal to one-month LIBOR on the related LIBOR Determination Date (as
defined in the Indenture) plus [___]%. Interest on this VPTN will accrue, in the
case of the first Distribution Date following the issuance of the VPTN, the
period from and including the issuance date to and excluding such Distribution
Date and for any other Distribution Date, the period from and including the most
recent Distribution Date to but excluding such Distribution Date. Interest will
be computed on the basis of actual days elapsed and a 360-day year. Such
principal of and interest on this VPTN shall be paid in the manner specified on
the reverse hereof. "Distribution Date" means the fifteenth day of each month,
or, if any such date is not a Business Day, the next succeeding Business Day,
commencing __________, ____.

         The principal of and interest on this VPTN are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Issuer
with respect to this VPTN shall be applied first to interest due and payable on
this VPTN as provided above and then to the unpaid principal of this VPTN.

         Reference is made to the further provisions of this VPTN set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this VPTN.

         Unless the certificate of authentication hereon has been executed by
the Indenture Trustee whose name appears below by manual signature, the VPTN
shall not be entitled to any


                                     A-2-2                           (Indenture)
<PAGE>
benefit under the Indenture referred to on the reverse hereof, or be valid or
obligatory for any purpose.]



               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]




































                                     A-2-3                           (Indenture)
<PAGE>
         IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer, as of the date set forth
below.

Date:             ,
       -----------  ----
                                     NISSAN AUTO RECEIVABLES ___-___
                                     OWNER TRUST



                                     By:
                                         --------------------------------------

                                           not in its individual capacity but
                                           solely as Owner Trustee under
                                           the Trust Agreement



                                     By:
                                         --------------------------------------

                                            Authorized Signatory



                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the VPTNs designated above and referred to in the
within-mentioned Indenture.

Date:             ,
       -----------  ----
                                       [                                       ]
                                        ---------------------------------------
                                             not in its individual capacity but
                                             solely as Indenture Trustee



                                       By:
                                          -------------------------------------

                                          Authorized Signatory






                                     A-2-4                           (Indenture)
<PAGE>
                                [REVERSE OF NOTE

         This VPTN is one of a duly authorized issue of VPTNs of the Issuer,
designated as its Floating Rate Asset Backed Variable Pay Term Notes (the
"VPTNs") which, together with the Issuer's Class A-1 ___% Asset Backed Notes
(the "Class A-1 Notes"), Class A-2 ___% Asset Backed Notes (the "Class A-2
Notes"), Class A-3 ___% Asset Backed Notes (the "Class A-3 Notes," and together
with the Class A-1 Notes and the Class A-2 Notes, the "Class A Notes") and Class
B ___% Asset Backed Notes (the "Class B Notes" and, together with the VPTNs and
the Class A Notes, the "Notes"), are issued under the Indenture, to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights and obligations thereunder of the Issuer, the
Indenture Trustee and the Noteholders. The VPTNs are subject to all the terms of
the Indenture.

         The VPTNs are and will be equally and ratably secured by the collateral
pledged as security therefor as provided in the Indenture.

         As described on the face thereof, the entire unpaid principal amount of
this VPTN shall be due and payable on the VPTN Final Scheduled Distribution
Date. Notwithstanding the foregoing, the entire unpaid principal amount of the
VPTNs shall be due and payable on the date on which an Event of Default shall
have occurred and be continuing and the Indenture Trustee or the Holders of the
Controlling Class of Notes representing not less than a majority of the
Outstanding Amount of such Class (excluding for such purposes the outstanding
principal amount of any Notes held of record or beneficially owned by NMAC, NARC
II or any of their Affiliates, unless at such time all of the Notes of such
Class are held of record or beneficially owned by NARC II, NMAC or any of their
Affiliates) have declared the Notes to be immediately due and payable in the
manner provided in Section 5.02 of the Indenture. All principal payments on the
VPTNs shall be made sequentially, such that no payments of principal on a VPTN
shall be payable until all earlier issued VPTNs have been paid in full.

         Payments of interest on this VPTN on each Distribution Date, together
with the installment of principal, if any, to the extent not in full payment of
this VPTN, shall be made to the Person whose name appears as the Registered
Noteholder of the VPTN on the Note Register as of the close of business on each
Record Date either by wire transfer in immediately available funds, to the
account of such Noteholder at a bank or other entity having appropriate
facilities therefor, if such Noteholder shall have provided to the Note
Registrar appropriate written instructions at least five (5) Business Days prior
to such Distribution Date and such Noteholder's Notes in the aggregate evidence
a denomination of not less than $1,000,000, or, if not, by check mailed
first-class postage prepaid to such Person's address as it appears on the Note
Register on such Record Date. Such payments will be made without requiring that
the VPTN be submitted for notation of payment. Any reduction in the principal
amount of this VPTN effected by any payments made on any Distribution Date shall
be binding upon all future Noteholders of this VPTN and of any VPTN issued upon
the registration of transfer hereof or in exchange thereof or in lieu hereof,
whether or note noted herein. If funds are expected to be available, as provided
in the Indenture, for payment in full of the then remaining unpaid principal
amount of this VPTN on a Distribution Date, then the Indenture Trustee, in the
name of and on behalf of the Issuer, will notify the Person who was the
Registered Noteholder hereof as of the Record Date preceding such Distribution
Date by notice mailed or transmitted by facsimile prior to such




                                     A-2-5                           (Indenture)
<PAGE>
Distribution Date, and the amount then due and payable shall be payable only
upon presentation and surrender of this VPTN at the Indenture Trustee's
principal Corporate Trust Office or at the office of the Indenture Trustee's
agent appointed for such purposes located _______________________.

         The Issuer shall pay interest on overdue installments of interest at
the VPTN Rate to the extent lawful.

         As provided in the Indenture, the Notes may be redeemed, in whole but
not in part, in the manner and to the extent described in the Indenture and the
Sale and Servicing Agreement.

         As provided in the Indenture, and subject to the restrictions on
transfer set forth in the legend on the face of this VPTN and in the Indenture,
the transfer of this VPTN may be registered on the Note Register upon surrender
of this VPTN for registration of transfer at the office or agency designated by
the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Indenture Trustee
duly executed by, the Noteholder hereof or such Noteholder's attorney duly
authorized in writing, with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Note Registrar, and thereupon one
or more new VPTNs of the same Class in authorized denominations and in the same
aggregate principal amount will be issued to the designated transferee or
transferees. No service charge will be charged for any registration of transfer
or exchange of this VPTN, but the transferor may be required to pay a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any such registration of transfer or exchange.

         Each Noteholder, by its acceptance of a VPTN covenants and agrees that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
VPTNs or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Indenture Trustee or the Owner Trustee,
each in its individual capacity, (ii) any owner of a beneficial interest in the
Issuer, (iii) any partner, owner, beneficiary, agent, officer, director or
employee of the Indenture Trustee or the Owner Trustee, each in its individual
capacity or (iii) any holder of a beneficial interest in the Issuer, the Owner
Trustee or the Indenture Trustee, each in its individual capacity, except as any
such Person may have expressly agreed and except that any such partner, owner or
beneficiary shall be fully liable, to the extent provided by applicable law, for
any unpaid consideration for stock, unpaid capital contribution for stock,
unpaid capital contribution or failure to pay any installment or call owing to
such entity.

         Each Noteholder, by acceptance of a VPTN covenants and agrees by
accepting the benefits of the Indenture that such Noteholder will not at any
time institute against the Seller or the Issuer, or join in any institution
against the Seller or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under any United States
federal or State bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture or the other Basic Documents.




                                     A-2-6                           (Indenture)
<PAGE>
         The Issuer has entered into the Indenture and this VPTN is issued with
the intention that, for federal, State and local income, and franchise tax
purposes, the VPTNs will qualify as indebtedness of the Issuer secured by the
Indenture Trust Estate. Each Noteholder, by its acceptance of a VPTN, will be
deemed to agree to treat the VPTNs for federal, State or local income, single
business and franchise tax purposes as indebtedness of the Issuer.

         Prior to the due presentment for registration of transfer of this VPTN,
the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this VPTN (as of the day of
determination or as of such other date as may be specified in the Indenture) is
registered as the owner hereof for all purposes, whether or not this VPTN be
overdue, and none of the Issuer, the Indenture Trustee or any such agent shall
be affected by notice to the contrary.

         The Indenture permits (with certain exceptions requiring the consent of
all Noteholders adversely affected) the amendment thereof by the Issuer and the
Indenture Trustee without the consent of the Noteholders provided certain
conditions are satisfied. The Indenture also contains provisions permitting the
Noteholders of VPTNs evidencing specified percentages of the principal amount of
the Notes Outstanding or of the Controlling Class of Notes, on behalf of all
Noteholders, to waive compliance by the Issuer with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Noteholder of this VPTN shall be conclusive
and binding upon such Noteholder and upon all future Noteholders of this VPTN
and of any VPTN issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof whether or not notation of such consent or waiver is
made upon this VPTN.

         The term "Issuer", as used in this VPTN, includes any successor to the
Issuer under the Indenture.

         The Issuer is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Indenture Trustee and the
Noteholders under the Indenture.

         The VPTNs are issuable only in registered form in denominations of
$100,000 and integral multiples of $1,000 thereof as provided in the Indenture,
subject to certain limitations therein set forth.

         This VPTN and the Indenture shall be governed by, and construed in
accordance with the laws of the State of New York, without reference to its
conflicts of law provisions.

         No reference herein to the Indenture, and no provision of this VPTN or
of the Indenture, shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this VPTN at
the times, place and rate, and in the coin or currency herein prescribed.

         Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of ______________, in its individual
capacity, _______________, in its individual capacity, any owner of a beneficial
interest in the Issuer, or any of their respective partners, beneficiaries,
agents, officers, directors, employees or successors or assigns shall be


                                     A-2-7                           (Indenture)
<PAGE>
personally liable for, nor shall recourse be had to any of them for, the payment
of principal or of interest on this VPTN or performance of, or omission to
perform, any of the covenants, obligations or indemnifications contained in the
Indenture. The Noteholder of this VPTN, by its acceptance hereof, agrees that,
except as expressly provided in the Basic Documents, in the case of an Event of
Default under the Indenture, the Noteholder shall have no claim against any of
the foregoing for any deficiency, loss or claim therefrom; provided, however,
that nothing contained herein shall be taken to prevent recourse to, and
enforcement against, the assets of the Issuer for any and all liabilities,
obligations and undertakings contained in the Indenture or in this VPTN.]








                                     A-2-8                           (Indenture)
<PAGE>
                                   ASSIGNMENT

Social Security Number or taxpayer I.D. or other identifying number of assignee:



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


                         (name and address of assignee)

the within VPTN and all rights thereunder, and hereby irrevocably constitutes
and appoints _______________, attorney, to transfer said VPTN on the books kept
for registration thereof, with full power of substitution in the premises.

Dated:                                                                */
        ---------------                    ---------------------------

                                           Signature Guaranteed

                                                                      */



*/       NOTICE: The signature to this assignment must correspond with the name
         of the registered owner as it appears on the face of the within VPTN in
         every particular, without alteration, enlargement or any change
         whatever. Such signature must be guaranteed by an "eligible guarantor
         institution" meeting the requirements of the Note Registrar.









                                     A-2-9                           (Indenture)