<PAGE>
                                                                     EXHIBIT 4.5


                            ADMINISTRATION AGREEMENT



                                      among




                 NISSAN AUTO RECEIVABLES [____-___] OWNER TRUST,
                                    as Issuer




                      NISSAN MOTOR ACCEPTANCE CORPORATION,
                                as Administrator




                             [____________________],
                              as Indenture Trustee


                                       and



                             [____________________],
                               as [Owner Trustee]





                            Dated as of [__________]


<PAGE>


<Table>
<S>                                                                         <C>
1.    DUTIES OF THE ADMINISTRATOR .......................................     2
2.    RECORDS ...........................................................     9
3.    COMPENSATION ......................................................     9
4.    ADDITIONAL INFORMATION TO BE FURNISHED TO THE ISSUER ..............     9
5.    INDEPENDENCE OF THE ADMINISTRATOR .................................     9
6.    NO JOINT VENTURE ..................................................     9
7.    OTHER ACTIVITIES OF ADMINISTRATOR .................................     9
8.    TERM OF AGREEMENT; RESIGNATION AND REMOVAL OF ADMINISTRATOR .......    10
9.    ACTION UPON TERMINATION, RESIGNATION OR REMOVAL ...................    11
10.   NOTICES ...........................................................    11
11.   AMENDMENTS ........................................................    12
12.   SUCCESSOR AND ASSIGNS .............................................    13
13.   GOVERNING LAW .....................................................    13
14.   NO PETITION .......................................................    13
15.   HEADINGS ..........................................................    13
16.   COUNTERPARTS ......................................................    13
17.   SEVERABILITY OF PROVISIONS ........................................    13
18.   NOT APPLICABLE TO NMAC IN OTHER CAPACITIES ........................    14
19.   LIMITATION OF LIABILITY OF OWNER TRUSTEE AND INDENTURE TRUSTEE ....    14
</Table>

<PAGE>


         ADMINISTRATION AGREEMENT, dated as of [__________], among NISSAN AUTO
RECEIVABLES [_________-___________] OWNER TRUST, a Delaware statutory trust (the
"Issuer"), NISSAN MOTOR ACCEPTANCE CORPORATION, a California corporation, as
administrator (the "Administrator"), [____________________], a
[______________________], not in its individual capacity but solely as Indenture
Trustee (as defined below), and [____________________], a
[__________________________], not in its individual capacity but solely as
[Owner Trustee](as defined below).


                                  WITNESSETH:

         WHEREAS, beneficial ownership interests in the Issuer represented by
the Nissan Auto Receivables [_________-_________] Owner Trust Asset Backed
Certificates, Class C and Class D (the "Certificates") have been issued in
connection with the formation of the Issuer pursuant to the Trust Agreement,
dated as of [__________] (the "Trust Agreement"), between Nissan Auto
Receivables Corporation II ("NARC II"), a Delaware corporation, as depositor,
and [____________________], as owner trustee (the "Owner Trustee") to the owners
thereof (the "Owners");

         WHEREAS, the Issuer is issuing the Nissan Auto Receivables [___-__]
Owner Trust [___]% Asset Backed Notes Class A-1, the Nissan Auto Receivables
[___-__] Owner Trust [___]% Asset Backed Notes Class A-2, the Nissan Auto
Receivables [___-__] Owner Trust [___]% Asset Backed Notes Class A-3, [Floating
Rate Asset Backed Variable Pay Term Notes issued from time to time] and the
Nissan Auto Receivables [___-__] Owner Trust [___]% Asset Backed Notes Class B
(collectively, the "Notes") pursuant to the Indenture, dated as of [__________]
(as amended and supplemented from time to time, the "Indenture"), between the
Issuer and [_________], as indenture trustee (the "Indenture Trustee";
capitalized terms used herein and not defined herein shall have the meanings
ascribed thereto in the Indenture, the Trust Agreement or the Sale and Servicing
Agreement, dated as of [__________], among the Issuer, Nissan Motor Acceptance
Corporation ("NMAC"), as servicer, and NARC II, as seller (the "Sale and
Servicing Agreement"), as the case may be);

         WHEREAS, the Issuer has entered into certain agreements in connection
with the issuance of the Certificates[, the VPTNs] and the Notes, including the
Purchase Agreement, dated as of [__________] (the "Purchase Agreement"), between
NMAC, as seller, and NARC II, as purchaser, the Trust Agreement, the Indenture,
this Agreement, the Securities Account Control Agreement, the Yield Supplement
Agreement, the Note Depository Agreement, the Certificate Depository Agreement,
[the Interest Rate Swap Agreement] and the Sale and Servicing Agreement
(collectively, the "Basic Documents");

         WHEREAS, pursuant to the Basic Documents, the Issuer is required to
perform certain duties in connection with the Certificates, the Notes[, the
VPTNs] and the Collateral;

         WHEREAS, the Issuer desires to appoint NMAC as administrator to perform
certain of the duties of the Issuer under the Basic Documents and to provide
such additional services


<PAGE>

consistent with the terms of this Agreement and the Basic Documents as the
Issuer may from time to time request; and

         WHEREAS, the Administrator has the capacity to provide the services
required hereby and is willing to perform such services for the Issuer on the
terms set forth herein;

         NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties agree as follows:

         1. DUTIES OF THE ADMINISTRATOR.

                  (a) Duties with respect to the Note Depository Agreement and
         the Indenture.

                           (i) The Administrator agrees to perform all its
                  duties as Administrator under the Basic Documents and the
                  duties of the Issuer under the Note Depository Agreement and
                  the Indenture. In addition, the Administrator shall consult
                  with the Owner Trustee regarding the duties of the Issuer
                  under the Indenture and the Note Depository Agreement. The
                  Administrator shall monitor the performance of the Issuer and
                  shall advise the Owner Trustee when action by the Issuer or
                  the Owner Trustee is necessary to comply with the Issuer's
                  duties under the Indenture and the Note Depository Agreement.
                  The Administrator shall prepare for execution by the Issuer or
                  shall cause the preparation by other appropriate persons of
                  all such documents, reports, filings, instruments,
                  certificates and opinions as it shall be the duty of the
                  Issuer to prepare, file or deliver pursuant to the Indenture[,
                  the Interest Rate Swap Agreement] and the Note Depository
                  Agreement. In furtherance of the foregoing, the Administrator
                  shall take all appropriate action that is the duty of the
                  Issuer to take pursuant to the Indenture including, without
                  limitation, such of the foregoing as are required with respect
                  to the following matters under the Indenture (references are
                  to sections of the Indenture):

                                    (A) preparing or obtaining the documents and
                           instruments required for the proper authentication of
                           Notes and delivering the same to the Indenture
                           Trustee (Section 2.02);

                                    (B) appointing the Note Registrar and giving
                           the Indenture Trustee notice of any appointment of a
                           new Note Registrar and the location, or change in
                           location, of the Note Register (Section 2.04);

                                    (C) preparing the notification to
                           Noteholders of the final principal payment on their
                           Notes (Section 2.07(b));

                                    (D) preparing, obtaining and/or filing of
                           all instruments, opinions and certificates and other
                           documents required for the release of Collateral
                           (Section 2.09);


                                       2
<PAGE>

                                    (E) maintaining an office in the Borough of
                           Manhattan, City of New York, for the registration of
                           transfer or exchange of Notes (Section 3.02);

                                    (F) causing newly appointed Paying Agents,
                           if any, to deliver to the Indenture Trustee the
                           instrument specified in the Indenture regarding funds
                           held in trust (Section 3.03);

                                    (G) directing the Indenture Trustee to
                           deposit moneys with Paying Agents, if any, other than
                           the Indenture Trustee (Section 3.03);

                                    (H) obtaining and preserving or causing the
                           Owner Trustee to obtain and preserve the Issuer's
                           qualification to do business in each jurisdiction in
                           which such qualification is or shall be necessary to
                           protect the validity and enforceability of the
                           Indenture, the Notes, the Collateral and each other
                           instrument and agreement included in the Trust Estate
                           (Section 3.04);

                                    (I) preparing all supplements, amendments,
                           financing statements, continuation statements,
                           instruments of further assurance and other
                           instruments, in accordance with Section 3.05 of the
                           Indenture, necessary to protect the Trust Estate
                           (Sections 3.05 and 3.07(c));

                                    (J) furnishing the required Opinions of
                           Counsel on the Closing Date and at such other times,
                           in accordance with Sections 3.06 and 8.06 of the
                           Indenture, and delivering the annual Officer's
                           Certificates and certain other statements as to
                           compliance with the Indenture, in accordance with
                           Section 3.09 of the Indenture (Sections 3.06, 3.09
                           and 8.06);

                                    (K) identifying to the Indenture Trustee in
                           an Officer's Certificate any Person with whom the
                           Issuer has contracted to perform its duties under the
                           Indenture (Section 3.07);

                                    (L) notifying the Indenture Trustee and the
                           Rating Agencies of any Servicer Default pursuant to
                           the Sale and Servicing Agreement and, if such
                           Servicer Default arises from the failure of the
                           Servicer to perform any of its duties under the Sale
                           and Servicing Agreement, taking all reasonable steps
                           available to remedy such failure (Section 3.07(d));

                                    (M) preparing and obtaining documents and
                           instruments required in connection with the
                           consolidation, merger or transfer of assets of the
                           Issuer (Section 3.10);

                                    (N) delivering notice to the Indenture
                           Trustee of each Event of Default and each other
                           default by the Servicer or the Seller under the Sale
                           and Servicing Agreement (Section 3.19);


                                       3
<PAGE>

                                    (O) monitoring the Issuer's obligations as
                           to the satisfaction and discharge of the Indenture
                           and the preparation of an Officer's Certificate and
                           obtaining the Opinion of Counsel and the Independent
                           Certificate (as defined in the Indenture) related
                           thereto (Section 4.01);

                                    (P) preparing and mailing the notification
                           of the Indenture Trustee and Noteholders with respect
                           to special payment dates, if any (Section 5.04(d));

                                    (Q) preparing and, after execution by the
                           Issuer and the Indenture Trustee, filing with the
                           Commission and any applicable state agencies of
                           documents required to be filed on a periodic basis
                           with the Commission and any applicable state agencies
                           (including any summaries thereof required by rules
                           and regulations prescribed thereby), and transmitting
                           of such summaries to the Noteholders (Section 7.03);

                                    (R) preparing any Issuer Request and
                           Officer's Certificates and obtaining any Opinions of
                           Counsel and Independent Certificates necessary for
                           the release of the Trust Estate (Section 8.04);

                                    (S) preparing Issuer Orders and obtaining
                           Opinions of Counsel with respect to the execution of
                           any supplemental indentures, and mailing notices to
                           the Noteholders with respect thereto (Sections 9.01,
                           9.02 and 9.03);

                                    (T) executing and delivering new Notes
                           conforming to the provisions of any supplemental
                           indenture, as appropriate (Section 9.06);

                                    (U) preparing all Officer's Certificates,
                           Opinions of Counsel and Independent Certificates with
                           respect to any requests by the Issuer to the
                           Indenture Trustee to take any action under the
                           Indenture (Section 11.01(a));

                                    (V) preparing and delivering Officer's
                           Certificates and obtaining Independent Certificates,
                           if necessary, for the release of property or
                           securities from the lien of the Indenture (Section
                           11.01(c));

                                    (W) notifying the Rating Agencies, upon any
                           failure of the Indenture Trustee to give such
                           notification, of the information required pursuant to
                           Section 11.04 of the Indenture (Section 11.04);

                                    (X) preparing and delivering to the
                           Noteholders and the Indenture Trustee any agreements
                           with respect to alternate payment and notice
                           provisions (Section 11.06); and

                                    (Y) recording the Indenture, if applicable
                           (Section 11.14).


                                       4
<PAGE>

                           (ii) The Administrator shall also:

                                    (A) pay the Indenture Trustee from time to
                           time the reasonable compensation provided for in the
                           Indenture with respect to services rendered by the
                           Indenture Trustee under the Indenture (which
                           compensation shall not be limited by any provision of
                           law in regard to the compensation of a trustee of an
                           express trust);

                                    (B) reimburse the Indenture Trustee upon its
                           request for all reasonable expenses, disbursements
                           and advances incurred or made by the Indenture
                           Trustee in accordance with any provision of the
                           Indenture (including the reasonable compensation,
                           expenses and disbursements of its agents and counsel)
                           to the extent the Indenture Trustee is entitled to
                           such reimbursement by the Issuer under the Indenture;

                                    (C) indemnify the Indenture Trustee for, and
                           hold it harmless against, any losses, liability or
                           expense incurred without negligence or bad faith on
                           the part of the Indenture Trustee, arising out of or
                           in connection with the acceptance or administration
                           of the trusts and duties contemplated by the
                           Indenture, including the reasonable costs and
                           expenses of defending themselves against any claim or
                           liability in connection therewith to the extent the
                           Indenture Trustee is entitled to such indemnification
                           from the Issuer under the Indenture; and

                                    (D) pay the reasonable expense of any
                           examination or investigation by the Owner Trustee
                           undertaken pursuant to Section 7.01(e) of the Trust
                           Agreement, and if such expense is paid by the Owner
                           Trustee, then such expense shall be reimbursed by the
                           Administrator upon demand.

                           [(iii) With respect to the issuance of the VPTNs and
                  the Interest Rate Swap Agreement, the Administrator agrees to
                  perform the following duties (references are to sections of
                  the Indenture):

                                    (A) subject to conditions set forth in
                           Section 2.02 of the Indenture, causing the Issuer to
                           offer each VPTN that may be issued on the Targeted
                           Scheduled Distribution Date for a subclass of the
                           Class A Notes to [_______________] and, if
                           [______________] is unable or unwilling to purchase
                           such VPTN, using reasonable efforts to locate another
                           purchaser and causing the Issuer to offer such VPTN
                           to such purchaser;

                                    (B) preparing the Issuer Order, including
                           determining or obtaining all necessary information to
                           be included thereto, for signature by one of the
                           Issuer's Authorized Officers and delivering the same
                           to the Indenture Trustee (Section 2.02);


                                       5
<PAGE>

                                    (C) if the Swap Counterparty is required to
                           collateralize any Interest Rate Swap transaction,
                           sending written instructions to the Indenture Trustee
                           to establish individual collateral accounts and to
                           hold any securities deposited therein in trust and to
                           invest any cash amounts therein in accordance with
                           the provisions of the Interest Rate Swap Agreement
                           (Section 6.14(iii));

                                    (D) calculating and providing 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 (Section 6.1(iv));

                                    (E) obtaining the calculation of LIBOR from
                           the Calculation Agent and calculating the amount of
                           all Swap Payments, Swap Receipts and Swap Termination
                           Payments payable on each Distribution Date, and
                           providing written notification of such amounts to the
                           Swap Counterparty and to the Indenture Trustee prior
                           to such Distribution Date (Section 6.1(iv));

                                    (F) providing the Rating Agencies with a
                           copy of any amendment or supplement to the Interest
                           Rate Swap Agreement at least five days prior to the
                           effective date of such proposed amendment or
                           supplement (Section 6.14(iv));

                                    (G) promptly following the early termination
                           of the Interest Rate Swap Agreement due to a
                           Termination Event or an Event of Default (as such
                           terms are defined in the Interest Rate Swap
                           Agreement), using its reasonable efforts to cause the
                           Issuer to enter into a replacement Interest Rate Swap
                           Agreement with an eligible Swap Counterparty (Section
                           6.14(v));

                                    (H) upon the occurrence of a downgrade of
                           the Swap Counterparty by the Rating Agencies or of a
                           suspension or withdrawal of its ratings, within 30
                           days of such downgrade, suspension or withdrawal,
                           causing the Issuer to require that the Swap
                           Counterparty 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 VPTNs that were
                           in effect immediately prior to such downgrade,
                           suspension or withdrawal (Section 6.14(vi)); and

                                    (I) notifying the Swap Counterparty of any
                           proposed amendment or supplement to any of the Basic
                           Documents, including

                                       6
<PAGE>


                           obtaining consents from the Swap Counterparty prior
                           to the adoption of such amendment or supplement if
                           such proposed amendment or supplement would adversely
                           affect such 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 (Section 6.14(vii)).]

                  (b) Additional Duties.

                           (i) In addition to the duties of the Administrator
                  set forth above, the Administrator shall perform such
                  calculations, and shall prepare for execution by the Issuer or
                  the Owner Trustee or shall cause the preparation by other
                  appropriate persons of all such documents, reports, filings,
                  instruments, certificates and opinions as it shall be the duty
                  of the Issuer or the Owner Trustee to prepare, file or deliver
                  pursuant to the Basic Documents, and at the request of the
                  Owner Trustee shall take all appropriate action that it is the
                  duty of the Issuer or the Owner Trustee to take pursuant to
                  the Basic Documents. Subject to Section 5 of this Agreement,
                  and in accordance with the reasonable written directions of
                  the Owner Trustee, the Administrator shall administer, perform
                  or supervise the performance of such other activities in
                  connection with the Collateral (including the Basic Documents)
                  as are not covered by any of the foregoing provisions and as
                  are expressly requested by the Owner Trustee and are
                  reasonably within the capability of the Administrator.

                           (ii) Notwithstanding anything in this Agreement or
                  the Basic Documents to the contrary, the Administrator shall
                  be responsible for promptly notifying the Owner Trustee in the
                  event that any withholding tax is imposed on the Issuer's
                  payments (or allocations of income) to a Certificateholder as
                  contemplated in Section 5.02(c) of the Trust Agreement. Any
                  such notice shall specify the amount of any withholding tax
                  required to be withheld by the Owner Trustee pursuant to such
                  provision.

                           (iii) Notwithstanding anything in this Agreement or
                  the Basic Documents to the contrary, the Administrator shall
                  be responsible for performance of the duties of the
                  Administrator set forth in Section 5.04(a), (b), (c), (d), (e)
                  and (f) of the Trust Agreement with respect to, among other
                  things, accounting and reports to the Certificateholders;
                  provided, however, that the Owner Trustee shall remain
                  exclusively responsible for the mailing of the Schedule K-1s
                  necessary to enable each Certificateholder to prepare its
                  federal and state income tax returns.

                           (iv) The Administrator shall satisfy its obligations
                  with respect to clauses (ii) and (iii) above and under the
                  Trust Agreement by retaining, at the expense of the
                  Administrator, a firm of independent public accountants (the
                  "Accountants") which shall perform the obligations of the
                  Administrator thereunder; provided, however, that the
                  Certificateholder is not the Administrator




                                       7
<PAGE>

                  or any of its Affiliates. In connection with paragraph (ii)
                  above, the Accountants will provide prior to [December 1 of
                  each year], a letter in form and substance satisfactory to the
                  Owner Trustee as to whether any tax withholding is then
                  required and, if required, the procedures to be followed with
                  respect thereto to comply with the requirements of the Code;
                  provided, however that the Certificateholder is not the
                  Administrator or any of its Affiliates. The Accountants shall
                  be required to update the letter in each instance that any
                  additional tax withholding is subsequently required or any
                  previously required tax withholding shall no longer be
                  required.

                           (v) The Administrator shall perform the duties of the
                  Administrator specified in Section 10.02 of the Trust
                  Agreement required to be performed in connection with the
                  resignation or removal of the Owner Trustee, and any other
                  duties expressly required to be performed by the Administrator
                  under the Trust Agreement.

                           (vi) [The Administrator shall advise the Owner
                  Trustee in all regards with respect to its duties pursuant to
                  any Swap Agreement into which the Trust enters pursuant to
                  Section 5.02(d) of the Trust Agreement, including the
                  recommendation of and retention, at its expense, of any such
                  agents or advisors that are deemed by the Owner Trustee to be
                  reasonably necessary to undertake its duties pursuant to any
                  such Swap Agreement. Pursuant to Section 5.02(d) of the Trust
                  Agreement, if the Certificateholders notify the Administrator
                  with respect to the Trust's election to enter into such a Swap
                  Agreement, the Administrator will prepare all necessary and
                  appropriate documentation and take all of the necessary and
                  appropriate actions to cause the Issuer to enter into such a
                  Swap Agreement on behalf of the Trust.]

                           (vii) In carrying out the foregoing duties or any of
                  its other obligations under this Agreement, the Administrator
                  may enter into transactions with or otherwise deal with any of
                  its Affiliates; provided, however, that the terms of any such
                  transactions or dealings shall be in accordance with any
                  directions received from the Issuer and shall be, in the
                  Administrator's opinion, no less favorable to the Issuer than
                  would be available from unaffiliated parties.

                  (c) Non-Ministerial Matters.

                           (i) With respect to matters that in the reasonable
                  judgment of the Administrator are non-ministerial, the
                  Administrator shall not take any action unless within a
                  reasonable time before the taking of such action (x) the
                  Administrator shall have notified the Owner Trustee of the
                  proposed action and the Owner Trustee shall have consented
                  thereto or provided an alternative direction, and (y) all
                  approvals required under the Basic Documents shall have been
                  obtained. For the purpose of the preceding sentence,
                  "non-ministerial matters" shall include, without limitation:


                                       8
<PAGE>

                                    (A) the amendment of the Indenture or
                           execution of any supplement to the Indenture;

                                    (B) the initiation of any claim or lawsuit
                           by the Issuer and the compromise of any action, claim
                           or lawsuit brought by or against the Issuer (other
                           than in connection with the collection of the
                           Receivables);

                                    (C) the amendment, change or modification of
                           any of the Basic Documents;

                                    (D) the appointment of successor Note
                           Registrars, or successor Paying Agents pursuant to
                           the Indenture or the appointment of successor
                           Administrators, or the consent to the assignment by
                           the Note Registrar, Paying Agent or Indenture Trustee
                           of its obligations, in each case under the Indenture;
                           [and]

                                    (E) the removal of the Indenture Trustee.

                           (ii) Notwithstanding anything to the contrary in this
                  Agreement, the Administrator shall not be obligated to, and
                  shall not (x) make any payments to the Noteholders under the
                  Basic Documents, (y) sell the Trust Estate pursuant to Section
                  5.04 of the Indenture or (z) take any other action that the
                  Issuer directs the Administrator not to take on its behalf.

                  (d) [Swap Agreement. As set forth in Section 5.11 of the Sale
         and Servicing Agreement, the Issuer may enter into a currency Swap
         Agreement with a Swap Counterparty to swap amounts payable to
         Certificateholders from U.S. dollars to Japanese yen, according to the
         terms set forth in Section 5.11 of the Sale and Servicing Agreement and
         Section 5.02(d) of the Trust Agreement.]

         2. RECORDS. The Administrator shall maintain appropriate books of
account and records relating to services performed hereunder, which books of
account and records shall be accessible for inspection by the Issuer, the Owner
Trustee and the Indenture Trustee at any time during normal business hours upon
reasonable advance written notice.

         3. COMPENSATION. As compensation for the performance of the
Administrator's obligations under this Agreement and as reimbursement for its
expenses related thereto, the Administrator shall be entitled to a fee of
$200.00 per month which shall be solely an obligation of the Servicer.

         4. ADDITIONAL INFORMATION TO BE FURNISHED TO THE ISSUER. The
Administrator shall furnish to the Issuer from time to time such additional
information regarding the Collateral as the Issuer shall reasonably request.

         5. INDEPENDENCE OF THE ADMINISTRATOR. For all purposes of this
Agreement, the Administrator shall be an independent contractor and shall not be
subject to the


                                       9
<PAGE>

supervision of the Issuer, the Owner Trustee or the Indenture Trustee with
respect to the manner in which it accomplishes the performance of its
obligations hereunder. Unless expressly authorized by the Issuer hereunder or
otherwise, the Administrator shall have no authority to act for or represent the
Issuer, the Owner Trustee or the Indenture Trustee, and shall not otherwise be
or be deemed an agent of the Issuer, the Owner Trustee or the Indenture Trustee.

         6. NO JOINT VENTURE. Nothing contained in this Agreement shall (i)
constitute the Administrator and any of the Issuer, the Owner Trustee or the
Indenture Trustee as members of any partnership, joint venture, association,
syndicate, unincorporated business or other separate entity, (ii) be construed
to impose any liability as such on any of them or (iii) be deemed to confer on
any of them any express, implied or apparent authority to incur any obligation
or liability on behalf of the others.

         7. OTHER ACTIVITIES OF ADMINISTRATOR. Nothing herein shall prevent the
Administrator or its Affiliates from engaging in other businesses or, in its or
their sole discretion, from acting as an administrator for any other person or
entity, or in a similar capacity therefor, even though such person or entity may
engage in business activities similar to those of the Issuer, the Owner Trustee
or the Indenture Trustee.

         8. TERM OF AGREEMENT; RESIGNATION AND REMOVAL OF ADMINISTRATOR.

                  (a) This Agreement shall continue in force until the
         termination of the Issuer, upon which event this Agreement shall
         automatically terminate.

                  (b) Subject to Sections 8(e) and 8(f), the Administrator may
         resign by providing the Issuer with at least 30 days' prior written
         notice.

                  (c) Subject to Sections 8(e) and 8(f), the Issuer may remove
         the Administrator without cause by providing the Administrator at least
         30 days' prior written notice.

                  (d) Subject to Sections 8(e) and 8(f), at the sole option of
         the Issuer, the Administrator may be removed immediately upon written
         notice of termination from the Issuer to the Administrator if any of
         the following events shall occur:

                           (i) the Administrator shall fail to perform in any
                  material respect any of its duties under this Agreement and,
                  after notice of such default, shall not cure such default
                  within 10 days (or, if such default cannot be cured in such
                  time, shall not give within such 10 days such assurance of
                  timely and complete cure as shall be reasonably satisfactory
                  to the Issuer);

                           (ii) the entry of a decree or order by a court or
                  agency or supervisory authority having jurisdiction in the
                  premises for the appointment of a trustee in bankruptcy,
                  conservator, receiver or liquidator for the Administrator in
                  any bankruptcy, insolvency, readjustment of debt, marshalling
                  of assets and liabilities or similar proceedings, or for the
                  winding up or liquidation of their respective

                                       10
<PAGE>

                  affairs, and the continuance of any such decree or order
                  unstayed and in effect for a period of 90 consecutive days; or

                           (iii) the consent by the Administrator to the
                  appointment of a trustee in bankruptcy, conservator or
                  receiver or liquidator in any bankruptcy, insolvency,
                  readjustment of debt, marshalling of assets and liabilities or
                  similar proceedings of or relating to the Administrator of or
                  relating to substantially all of their property, or the
                  Administrator shall admit in writing its inability to pay its
                  debts generally as they become due, file a petition to take
                  advantage of any applicable insolvency or reorganization
                  statute, make an assignment for the benefit of its creditors,
                  or voluntarily suspend payment of its obligations.

                           The Administrator agrees that if any of the events
         specified in clauses (ii) or (iii) of this Section shall occur, it
         shall give written notice thereof to the Issuer, the Owner Trustee and
         the Indenture Trustee within seven days after the occurrence of such
         event.

                  (e) No resignation or removal of the Administrator pursuant to
         this Section shall be effective until (i) a successor Administrator
         shall have been appointed by the Issuer and (ii) such successor
         Administrator shall have agreed in writing to be bound by the terms of
         this Agreement on substantially the same terms as the Administrator is
         bound hereunder.

                  (f) The appointment of any successor Administrator shall be
         effective only after each Rating Agency (other than Moody's) has
         provided to the Owner Trustee and the Indenture Trustee notice that the
         proposed appointment will not result in the reduction or withdrawal of
         any rating, if any, then assigned by such Rating Agency to any Class of
         Notes or the [Class C] Certificates. Promptly after the appointment of
         any successor Administrator, the Owner Trustee will provide notice of
         such appointment to Moody's (so long as Moody's is then rating any
         outstanding Notes).

                  (g) Subject to Section 8(e) and 8(f), the Administrator
         acknowledges that upon the appointment of a Successor Servicer pursuant
         to the Sale and Servicing Agreement, the Administrator shall
         immediately resign and such Successor Servicer shall automatically
         succeed to the rights, duties and obligations of the Administrator
         under this Agreement.

         9. ACTION UPON TERMINATION, RESIGNATION OR REMOVAL. Promptly upon the
effective date of termination of this Agreement pursuant to Section 8(a) or the
resignation or removal of the Administrator pursuant to Section 8(b) or 8(c) or
8(d), the Administrator shall be entitled to be paid all fees and reimbursable
expenses accruing to it to the date of such termination, resignation or removal.
The Administrator shall forthwith upon such termination pursuant to Section 8(a)
deliver to or to the order of the Issuer all property and documents of or
relating to the Collateral then in the custody of the Administrator. In the
event of the resignation or removal of the Administrator pursuant to Section
8(b) or 8(c) or 8(d), the


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<PAGE>


Administrator shall cooperate with the Issuer and take all reasonable steps
requested to assist the Issuer in making an orderly transfer of the duties of
the Administrator.

         10. NOTICES. Any notice, report or other communication given hereunder
shall be in writing and addressed as follows:

             (a)  if to the Issuer or the Owner Trustee, to:

                  Nissan Auto Receivables [_____-___] Owner Trust
                  In care of:  ________________________
                  [_________________________________]
                  Attention:  Nissan Auto Receivables [_____-___] Owner Trust

                  with a copy to
                  Nissan Auto Receivables [_____-___] Owner Trust
                  In care of: Nissan Motor Acceptance Corporation
                  990 West 190th Street
                  Torrance, California  90502
                  Attention:  Treasurer

             (b)  if to the Administrator, to:

                  Nissan Motor Acceptance Corporation
                  990 West 190th Street
                  Torrance, California  90502
                  Attention:  Treasurer

             (c)  if to the Indenture Trustee, to:

                  [_________________________________]
                  [_________________________________]
                  [_________________________________]
                  Attention:  Nissan Auto Receivables [___-___] Owner Trust

or to such other address as any party shall have provided to the other parties
in writing. Any notice required to be in writing hereunder shall be deemed given
if such notice is mailed by certified mail, postage prepaid, or hand delivered
to the address of such party as provided above.

         11. AMENDMENTS. This Agreement may be amended from time to time by a
written amendment duly executed and delivered by the Issuer, the Administrator
and the Indenture Trustee, with the consent of the Owner Trustee but without the
consent of any Noteholders or the Certificateholders, for the purpose of adding
any provisions to or modifying or changing in any manner or eliminating any of
the provisions of this Agreement; provided that such amendment does not and will
not, in the Opinion of Counsel satisfactory to the Indenture Trustee, materially
and adversely affect the interest of any Noteholder or Certificateholder. This
Agreement may also be amended from time to time by the Issuer, the
Administrator, and the


                                       12
<PAGE>

Indenture Trustee with the consent of the Owner Trustee and (i) the holders of
Notes evidencing a majority of the Outstanding Amount of the Controlling Class
of Notes; or (ii) in the case of any amendment that does not adversely affect
the Indenture Trustee or the Noteholders (as evidenced by an Officer's
Certificate of the Servicer and an outside Opinion of Counsel indicating that
such amendment will not adversely affect the Indenture Trustee or the
Noteholders), the holders of the Certificates evidencing a majority of the
outstanding Certificate Balance of the Controlling Class of Certificates (but
excluding for purposes of calculation and action all Certificates held by the
Seller, the Servicer or any of their Affiliates unless at such time all
Certificates are then owned by the Seller, the Servicer and their Affiliates),
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of those Noteholders or Certificateholders which are not
covered by the immediately preceding sentence.

                  [Upon any proposed amendment or supplement to this Agreement
pursuant to this Section 11, 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, then the Administrator shall obtain the consent of the Swap
Counterparty prior to the adoption of such amendment or supplement, provided the
Swap Counterparty's consent 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.]

         12. SUCCESSOR AND ASSIGNS. This Agreement may not be assigned by the
Administrator unless such assignment is consented to in writing by the Issuer,
the Owner Trustee and the Indenture Trustee, and the conditions precedent to
appointment of a successor Administrator set forth in Section 8 are satisfied.
An assignment with such consent and satisfaction, if accepted by the assignee,
shall bind the assignee hereunder in the same manner as the Administrator is
bound hereunder. Notwithstanding the foregoing, this Agreement may be assigned
by the Administrator without the consent of the Issuer, the Owner Trustee and
the Indenture Trustee to a corporation or other organization that is a successor
(by merger, consolidation or purchase of assets) to the Administrator, provided
that such successor organization executes and delivers to the Issuer, the Owner
Trustee and the Indenture Trustee an agreement in which such corporation or
other organization agrees to be bound hereunder by the terms of said assignment
in the same manner as the Administrator is bound hereunder. Subject to the
foregoing, this Agreement shall bind any successors or assigns of the parties
hereto.

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

         14. NO PETITION. The Administrator, by entering into this
Administration Agreement, hereby covenants and agrees that it will not at any
time institute against the Issuer, or


                                       13
<PAGE>


join in any institution against the Issuer of any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any United States federal or state bankruptcy or similar law, in connection with
any obligations relating to the Notes, the Certificates or any of the Basic
Documents.

         15. HEADINGS. The section headings hereof have been inserted for
convenience of reference only and shall not be construed to affect the meaning,
construction or effect of this Agreement.

         16. COUNTERPARTS. This Agreement may be executed in counterparts, each
of which when so executed shall together constitute but one and the same
agreement.

         17. SEVERABILITY OF PROVISIONS. If any one or more of the agreements,
provisions or terms of this Agreement shall be for any reason whatsoever held
invalid or unenforceable in any jurisdiction, then such agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or the other rights of
the parties hereto.

         18. NOT APPLICABLE TO NMAC IN OTHER CAPACITIES. Nothing in this
Agreement shall affect any obligation, right or benefit NMAC may have in any
other capacity or under any Basic Document.

         19. LIMITATION OF LIABILITY OF OWNER TRUSTEE AND INDENTURE TRUSTEE.
Notwithstanding anything contained herein to the contrary, this instrument has
been countersigned by [_________________], not in its individual capacity but
solely in its capacity as Owner Trustee of the Issuer, and [_________________],
not in its individual capacity but solely in its capacity as Indenture Trustee
under the Indenture and in no event shall [_________________] in its individual
capacity, [________________], in its individual capacity, or any
Certificateholder have any liability for the representations, warranties,
covenants, agreements or other obligations of the Issuer hereunder or in any of
the certificates, notices or agreements delivered pursuant hereto, as to all of
which recourse shall be had solely to the assets of the Issuer.


                                       14
<PAGE>

         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered 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:


                                       NISSAN MOTOR ACCEPTANCE CORPORATION,
                                       as Administrator


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


                                       15
<PAGE>


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


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



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