<PAGE>
                                                                     EXHIBIT 4.3



                          SALE AND SERVICING AGREEMENT



                                      among



                  NISSAN AUTO RECEIVABLES ______-_ OWNER TRUST
                                   as Issuer,

                     NISSAN AUTO RECEIVABLES CORPORATION II,
                                   as Seller,


                                       and


                      NISSAN MOTOR ACCEPTANCE CORPORATION,
                                   as Servicer




                              Dated as of [_______]



<PAGE>

                                TABLE OF CONTENTS

<Table>
<S>                                                                                                 <C>
                                                             ARTICLE I

                                                            DEFINITIONS

SECTION 1.01      Definitions.......................................................................    1
SECTION 1.02      Usage of Terms...................................................................    21

                                                             ARTICLE II

                                                     CONVEYANCE OF RECEIVABLES

SECTION 2.01      Conveyance of Receivables........................................................    22
SECTION 2.02      Custody of Receivable Files......................................................    23

                                                            ARTICLE III

                                                          THE RECEIVABLES

SECTION 3.01      Representations and Warranties of the Seller with Respect to the Receivables ....    24
SECTION 3.02      Repurchase upon Breach ..........................................................    28
SECTION 3.03      Duties of Servicer as Custodian .................................................    29
SECTION 3.04      Instructions; Authority To Act ..................................................    29
SECTION 3.05      Custodian's Indemnification .....................................................    29
SECTION 3.06      Effective Period and Termination ................................................    30

                                                             ARTICLE IV

                                            ADMINISTRATION AND SERVICING OF RECEIVABLES

SECTION 4.01      Duties of Servicer ..............................................................    30
SECTION 4.02      Collection of Receivable Payments ...............................................    32
SECTION 4.03      Realization upon Receivables ....................................................    32
SECTION 4.04      Maintenance of Security Interests in Financed Vehicles ..........................    32
SECTION 4.05      Covenants of Servicer ...........................................................    32
SECTION 4.06      Purchase of Receivables upon Breach .............................................    33
SECTION 4.07      Servicing Fee and Expenses ......................................................    33
SECTION 4.08      Servicer's Certificate ..........................................................    34
SECTION 4.09      Annual Statement as to Compliance; Notice of Default ............................    34
SECTION 4.10      Annual Independent Certified Public Accountants' Report .........................    35
SECTION 4.11      Access to Certain Documentation and Information Regarding Receivables ...........    35
SECTION 4.12      Appointment of Subservicer ......................................................    36
SECTION 4.13      Amendments to Schedule of Receivables ...........................................    36
SECTION 4.14      Acknowledgement by Servicer of its Obligations under the Indenture ..............    36
</Table>


                                       i
<PAGE>

<Table>
<S>                                                                                                 <C>
                                                             ARTICLE V

                                             DISTRIBUTIONS; ACCOUNTS; STATEMENTS TO THE

                                               CERTIFICATEHOLDERS AND THE NOTEHOLDERS

SECTION 5.01      Establishment of Accounts .......................................................    36
SECTION 5.02      Collections .....................................................................    39
SECTION 5.03      Application of Collections ......................................................    40
SECTION 5.04      Advances ........................................................................    40
SECTION 5.05      Additional Deposits .............................................................    41
SECTION 5.06      Payments and Distributions ......................................................    42
SECTION 5.07      Reserve Account .................................................................    48
SECTION 5.08      [Yield Supplement Account .......................................................    50
SECTION 5.09      Statements to Certificateholders and Noteholders ................................    52
SECTION 5.10      Net Deposits ....................................................................    53
SECTION 5.11      [Swap Agreement .................................................................    54

                                                             ARTICLE VI

                                                             THE SELLER

SECTION 6.01      Representations of Seller .......................................................    54
SECTION 6.02      Additional Covenants of the Seller ..............................................    55
SECTION 6.03      Liability of Seller; Indemnities ................................................    58
SECTION 6.04      Merger or Consolidation of, or Assumption of the Obligations of, Seller .........    59
SECTION 6.05      Limitation on Liability of Seller and Others ....................................    59
SECTION 6.06      Seller May Own Certificates or Notes ............................................    60

                                                            ARTICLE VII

                                                            THE SERVICER

SECTION 7.01      Representations of Servicer .....................................................    60
SECTION 7.02      Indemnities of Servicer .........................................................    61
SECTION 7.03      Merger or Consolidation of, or Assumption of the Obligations of, Servicer .......    63
SECTION 7.04      Limitation on Liability of Servicer and Others ..................................    63
SECTION 7.05      NMAC Not To Resign as Servicer ..................................................    64

                                                            ARTICLE VIII

                                                              DEFAULT

SECTION 8.01      Servicer Default ................................................................    64
SECTION 8.02      Appointment of Successor ........................................................    66
SECTION 8.03      Repayment of Advances ...........................................................    67
SECTION 8.04      Notification ....................................................................    67
SECTION 8.05      Waiver of Past Defaults .........................................................    67
</Table>


                                       ii         (Sale and Servicing Agreement)
<PAGE>


<Table>
<S>                                                                                                 <C>
                                                             ARTICLE IX

                                                TERMINATION; RELEASE OF RECEIVABLES

SECTION 9.01      Optional Purchase of All Receivables ............................................    67
SECTION 9.02      Release of Receivables ..........................................................    68
SECTION 9.03      Termination .....................................................................    69

                                                             ARTICLE X

                                                           MISCELLANEOUS

SECTION 10.01      Amendment ......................................................................    69
SECTION 10.02      Protection of Title to Trust ...................................................    71
SECTION 10.03      Notices ........................................................................    73
SECTION 10.04      Assignment by the Seller or the Servicer .......................................    73
SECTION 10.05      Limitations on Rights of Others ................................................    73
SECTION 10.06      Severability ...................................................................    74
SECTION 10.07      Separate Counterparts ..........................................................    74
SECTION 10.08      Headings .......................................................................    74
SECTION 10.09      Governing Law ..................................................................    74
SECTION 10.10      Assignment by Issuer ...........................................................    74
SECTION 10.11      Nonpetition Covenants ..........................................................    74
SECTION 10.12      Limitation of Liability of Owner Trustee and Indenture Trustee .................    75
SECTION 10.13      Waivers ........................................................................    75

SCHEDULE A         Schedule of Receivables
SCHEDULE B         Location of the Receivable Files
EXHIBIT A          Form of Yield Supplement Agreement
</Table>


                                      iii         (Sale and Servicing Agreement)
<PAGE>


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

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

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

         WHEREAS, the Servicer is willing to service such receivables.

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

                                    ARTICLE I

                                   Definitions

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

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

         ["Accumulation Account" is an account created pursuant to Section
5.01(e).]

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

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

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

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


                                       1          (Sale and Servicing Agreement)

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

         "Available Interest" means, for any Distribution Date, the sum of the
following amounts received during the related Collection Period: (i) that
portion of all collections on Receivables allocable to interest, (ii) without
duplication of amounts described in clause (i), Net Liquidation


                                       2         (Sale and Servicing Agreement)
<PAGE>

Proceeds to the extent allocable to interest due on a Liquidated Receivable in
accordance with the Servicer's customary servicing procedures, [and] (iii) all
Advances made by the Servicer pursuant to Section 5.04, (iv) without duplication
of any amounts described above in clauses (i) and (ii), the Administrative
Purchase Payment of each Receivable that became an Administrative Receivable
during the related Collection Period to the extent attributable to interest
thereon, (v) without duplication of any amounts described above in clauses (i)
and (ii), the Warranty Purchase Payment of each Receivable that became a
Warranty Receivable during the related Collection Period to the extent
attributable to interest thereon[, and (vi) the Yield Supplement Deposit plus
the sum of (x) reinvestment income on the Yield Supplement Account and (y) the
amount, if any, deposited into the Collection Account pursuant to the second or
third sentence of Section 5.08(b)]; provided, however, that in calculating
Available Interest, amounts to be paid to the Servicer as reimbursement for
Advances pursuant to Sections 5.06(c)(i), 5.06(c)(ii), 5.06(d)(i), 5.06(d)(ii),
5.06(e)(i) and 5.06(e)(ii) on such Distribution Date shall be excluded.

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

         "Bankruptcy Code" means the United States Bankruptcy Code, 11 U.S.C.
Section 101 et seq.

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

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

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

         "Certificate Balance" means, as of any Distribution Date and for each
Class of Certificates, the Original Certificate Balance of such Class, reduced
by all amounts distributed to the Certificateholders of such Class allocable to
principal pursuant to Section 5.06(c), (d) and/or


                                       3         (Sale and Servicing Agreement)

<PAGE>

(e) hereof (but in no event less than zero). When the term "Certificate Balance"
is not used in respect of any Class of Certificates, then it shall mean the sum
of the Certificate Balance of the Class C Certificates and the Class D
Certificates. For the purposes of determining whether the vote of the requisite
percentage of Certificateholders necessary to effect any consent, waiver,
request or demand shall have been obtained, the Certificate Balance shall be
deemed to be reduced by the amount equal to the balance (without giving effect
to this provision) evidenced by any Certificate registered in the name of the
Seller, the Servicer or any Person actually known to a Trust Officer of the
Owner Trustee or the Indenture Trustee, as the case may be, to be the Seller or
the Servicer or any of their Affiliates.

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

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

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

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

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

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

         "Certificateholders' Interest Carryover Shortfall" means, with respect
to any Distribution Date and a Class of Certificates, the excess, if any, of the
sum of the Certificateholders' Monthly Interest Distributable Amount for such
Class for the preceding Distribution Date plus any outstanding
Certificateholders' Interest Carryover Shortfall for such Class on such
preceding Distribution Date, over the amount in respect of interest that is
actually paid on the Certificates of such Class on such preceding Distribution
Date, plus, to the extent permitted by applicable law, interest on the
Certificateholders' Interest Carryover Shortfall at the related Pass-Through
Rate for such Class for the related Interest Period.

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


                                       4         (Sale and Servicing Agreement)
<PAGE>

         "Certificateholders' Monthly Interest Distributable Amount" means, with
respect to any Distribution Date and a Class of Certificates, interest accrued
for the related Interest Period at the related Pass-Through Rate for such Class
of Certificates on the Certificate Balance of such Class on the immediately
preceding Distribution Date, after giving effect to all payments of principal to
Certificateholders of such Class on or prior to such Distribution Date (or, in
the case of the first Distribution Date, on the Original Certificate Balance of
such Class of Certificates).

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

         "Certificateholders' Percentage" means [for each Distribution Date,
100% minus the Noteholders' Percentage for such Distribution Date][(i) for each
Distribution Date until the Distribution Date on which the principal amount of
all of the Notes has been paid in full, 0%, (ii) for the Distribution Date on
which the principal amount of all the Notes has been paid in full, 100% minus
the sum of the Noteholders' Percentage and the Class D Certificateholders' Pro
Rata Percentage for such Distribution Date, (iii) for each Distribution Date
after the aggregate principal amount of all of the Notes has been paid in full
and until the Distribution Date on which the aggregate principal amount of all
of the Class C Certificates have been paid in full, 100% minus the Class D
Certificateholders' Pro Rata Percentage, and (iv) thereafter, 100%.

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

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

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

         "Class" means any one of the classes of Notes or Certificates, as the
case may be.

         "Class A-1 Interest Rate" means [__]% per annum.

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


                                       5         (Sale and Servicing Agreement)
<PAGE>

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

         "Class A-2 Interest Rate" means [__]% per annum.

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

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

         "Class A-3 Interest Rate" means [__]% per annum.

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

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

         "Class B Interest Rate" means [__]% per annum.

         "Class B Note" means any of the [__]% Asset Backed Notes, Class B,
issued under the Indenture.

         "Class B Noteholder" means the Person in whose name a Class B Note is
registered in the Note Register.

         "Class C Certificateholder" means the holder of any Class C Certificate
as evidenced by the Certificate Register.

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

         "Class D Certificateholder" means the holder of any Class D Certificate
as evidenced by the Certificate Register.

         ["Class D Certificateholders' Pro Rata Monthly Principal Distributable
Amount" means, with respect to any Distribution Date, the Certificateholders'
Percentage of the Allocable Principal for such Distribution Date.]

         ["Class D Certificateholders' Pro Rata Percentage" means (i) for any
Distribution Date after the Class A-1 Notes are paid in full until the Class C
Certificates are paid in full, the percentage equivalent of a fraction, the
numerator of which is the aggregate of the principal balances of the Class D
Certificates as of the Closing Date, and the denominator of which is the
aggregate of the principal balances of the Class A-2, Class A-3 and Class B
Notes and the Certificates as of the Closing Date, except that following (a) the
cessation of delinquencies or chargeoffs exceeding Specified Levels or (b) the
rescission of an acceleration of the Notes after an Event of Default, the Class
D Certificateholders' Pro Rata Percentage for subsequent Distribution Dates is
0%, and (ii) thereafter, 0%.]


                                       6         (Sale and Servicing Agreement)
<PAGE>

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

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

         "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 [_______].

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

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

         "Controlling Class of Certificates" means, on any date of
determination, until the Class C Certificates have been paid in full, the Class
C Certificates, and thereafter, the Class D Certificates.

         "Controlling Class of Notes" means, on any date of determination, until
the Class A Notes have been paid in full, the Class A Notes, and thereafter, the
Class B Notes.

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

         "Cutoff Date" means [_______].

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

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

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

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

         "Defaulted Receivable" means (a) a Receivable (other than an
Administrative Receivable or a Warranty Receivable), which, by its terms, is
delinquent for 120 or more days, (b) with respect to Receivables that are
delinquent for less than 120 days, the Servicer has (i) determined, in
accordance with its customary servicing procedures, that eventual payment in
full is unlikely or (ii) repossessed the Financed Vehicle, or (c) a Receivable
with respect to which the Servicer has received notification that the related
Obligor is subject to proceedings under Chapter 13 of the Bankruptcy Code.


                                       7         (Sale and Servicing Agreement)
<PAGE>

         "Definitive Certificates" and "Definitive Notes" shall have the
meanings ascribed thereto in the Trust Agreement and the Indenture,
respectively.

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

         "Distribution Date" means, for each Collection Period, the 15th
calendar day of the following calendar month, or if the 15th day is not a
Business Day, the next succeeding Business Day, commencing [_______].

         "DTC" means The Depository Trust Company.

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

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

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

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

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

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


                                       8         (Sale and Servicing Agreement)
<PAGE>

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

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

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

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

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

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


                                       9         (Sale and Servicing Agreement)
<PAGE>

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

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

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

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

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

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

                                    (3) the only conditions to the obligation of
                           such Rated Holding Company to pay on behalf of the
                           Guaranteed Counterparty shall be that the Guaranteed
                           Counterparty shall not have paid under such
                           repurchase obligation when required (it being
                           understood that no notice to, demand on or other
                           action in respect of the Guaranteed Counterparty is
                           necessary) and that the Indenture Trustee or the
                           Owner Trustee, as applicable, shall make a demand on
                           the Rated Holding Company to make the payment due
                           under such guarantee;

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

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


                                       10         (Sale and Servicing Agreement)
<PAGE>

                           downgrade or withdrawal of the ratings assigned to
                           the Notes or the Class C Certificates; and

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

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

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

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

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

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

         "Final Scheduled Distribution Date" means, with respect to the Class
A-1 Notes, the Distribution Date in [_______]; with respect to the Class A-2
Notes, the Distribution Date in [_______]; with respect to the Class A-3 Notes,
the Distribution Date in [_______]; with respect to the Class B Notes, the
Distribution Date in [_______]; with respect to the Class C Certificates, the
Distribution Date in [_______]; and with respect to the Class D Certificates,
the Distribution Date in [_______].

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

         "Holder" or "Securityholder" means the registered holder of any
Certificate or Note as evidenced by the Certificate Register (as defined in the
Trust Agreement) or Note Register (as defined in the Indenture) except that,
solely for the purposes of giving certain consents, waivers, requests or demands
pursuant to the Trust Agreement or the Indenture, the interest evidenced by any
Certificate or Note registered in the name of NARC II or NMAC, or any Person
actually


                                       11        (Sale and Servicing Agreement)
<PAGE>


known to a Trust Officer to be an Affiliate of NARC II or NMAC, shall not be
taken into account in determining whether the requisite percentage necessary to
effect any such consent, waiver, request or demand shall have been obtained
unless NARC II or NMAC are the only holders.

         "Indenture" means the Indenture dated as of [_______], between the
Issuer and the Indenture Trustee.

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

         ["Initial Yield Supplement Amount" means $[_____________] [in cash]
[and other assets]].

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

         "Interest Period" means, with respect to any Distribution Date and the
Class A-1 Notes, the period from (and including) the preceding Distribution Date
to (but excluding) such Distribution Date, except that the initial Interest
Period will be from (and including) the Closing Date to (but excluding)
[___________], and, with respect to any Distribution Date and the Class A-2
Notes, the Class A-3 Notes, the Class B Notes and the Certificates, 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 Interest Rate, the Class A-2
Interest Rate, the Class A-3 Interest Rate or the Class B Interest Rate.

         "Issuer" means Nissan Auto Receivables ____-_ Owner Trust, a Delaware
statutory trust.

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


                                       12        (Sale and Servicing Agreement)
<PAGE>

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

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

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

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

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

         "Nissan" means Nissan Motor Co., Ltd.

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

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

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

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

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

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

         "Noteholders' Distributable Amount" means, with respect to any
Distribution Date, the Aggregate Noteholders' Interest Distributable Amount with
respect to such Distribution Date plus the Noteholders' Principal Distributable
Amount with respect to such Distribution Date for the most senior Class of
Notes.

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


                                       13        (Sale and Servicing Agreement)
<PAGE>

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

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

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

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

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

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

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

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

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




                                       14        (Sale and Servicing Agreement)
<PAGE>

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

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

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

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

         "Optional Purchase" shall have the meaning assigned to such term in
Section 9.01(a).

         "Optional Purchase Percentage" means [5.00%].

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

         "Original Certificate Balance" means $[_________] for the Class C
Certificates and $[_________] for the Class D Certificates.

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

         "Original Principal Amount" means $[_________] for the Class A-1 Notes,
[_________] for the Class A-2 Notes, $[_________] for the Class A-3 Notes and
$[_________] for the Class B Notes.

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

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


                                       15        (Sale and Servicing Agreement)
<PAGE>

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

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

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

         "Pass-Through Rate" means the Class C Pass-Through Rate or the Class D
Pass-Through Rate.

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

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

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


                                       16        (Sale and Servicing Agreement)
<PAGE>

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

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

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

         "Purchase Agreement" means that certain agreement, dated as of
[______________], between NMAC and the Seller, relating to the purchase by the
Seller from NMAC of the Receivables.

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

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

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

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

         "Relevant Trustee" means (i) with respect to the control over or
appropriate designation denoting ownership or control over any property
comprising a portion of the Owner Trust Estate that either is not conveyed or
pledged to the Indenture Trustee for the benefit of the Noteholders pursuant to
the Granting Clause of the Indenture or that has been released from the lien of
the Indenture, the Owner Trustee, and (ii) with respect to any property
comprising a portion of the Trust Estate (as defined in the Indenture) that has
not been released from the lien of the Indenture, the Indenture Trustee;
provided, however, that with respect to any property that is



                                       17        (Sale and Servicing Agreement)
<PAGE>

under the joint or separate control of a co-trustee or separate trustee under
the Trust Agreement or the Indenture, respectively, "Relevant Trustee" shall
refer to either or both of the Owner Trustee and such co-trustee or separate
trustee or to either or both of the Indenture Trustee and such co-trustee or
separate trustee, as the case may be.

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

         ["Required Rate" means, with respect to each Collection Period, the sum
of (1) the [Class B Interest Rate] [weighted average Interest Rate of the Notes
and the Class C Pass-Through Rate] and (2) the Servicing Rate.]

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

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

         "Reserve Account Initial Deposit" means $[_______].

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

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

         "Securities Account Control Agreement" means the Securities Account
Control Agreement, dated as of [__________], among the Seller, [___________], as
Securities Intermediary thereunder, [__________], as Indenture Trustee, and
[___________], as Owner Trustee, pursuant to which the Reserve Account and the
Yield Supplement Account will be established and maintained.

         "Securities Intermediary" shall have the meaning assigned to such term
in the Securities Account Control Agreement.

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

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


                                       18        (Sale and Servicing Agreement)
<PAGE>

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

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

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

         "Servicing Rate" means 1.00% per annum.

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

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

         ["Specified Levels" means (as it relates to an event that has the
effect of changing priorities of certain payments and the applicable
Noteholders' Percentage and Certificateholders' Percentage) the occurrence, on
any Distribution Date, of (i) the annualized average for the preceding three
Collection Periods (or such smaller number of Collection Periods as have elapsed
since the Cut-off Date) of the percentage equivalents of the ratios of net
losses (i.e., the net balances of all Liquidated Receivables, less any Net
Liquidation Proceeds with respect to such Liquidated Receivables from that or
prior Collection Periods) to the Pool Balance as of the first day of each such
Collection Period exceeds [__]% or (ii) the average for the preceding three
Collection Periods (or such smaller number of Collection Periods as have elapsed
since the Cut-off Date) of the percentage equivalents of the ratios of the
number of Receivables that are delinquent 60 days or more to the outstanding
number of Receivables exceeds [__]%.]

         "Specified Reserve Account Balance" means initially $[________]with
respect to any Distribution Date, [and thereafter will be the lesser of
$[________] and the outstanding principal balances of the Notes and the
Certificates][, provided, however, that in the event that on any Distribution
Date (i) the annualized average for the preceding three Collection Periods (or
such smaller number of Collection Periods as have elapsed since the Cutoff Date)
of the percentage equivalents of the ratios of net losses (i.e., the net
balances of all Liquidated Receivables, less any Net Liquidation Proceeds with
respect to such Liquidated Receivables from that or prior Collection Periods) to
the Pool Balance as of the first day of each such Collection Period exceeds
[__]% or (ii) the average for the preceding three Collection Periods (or such
smaller number of Collection Periods as have elapsed since the Cutoff Date) of
the percentage equivalents of the ratios of the number of Receivables that are
delinquent 60 days or more to the outstanding number of Receivables exceeds
[__]%, then the Specified Reserve Account Balance for such Distribution Date
(and for each succeeding Distribution Date until the relevant averages have not


                                       19        (Sale and Servicing Agreement)
<PAGE>


exceeded the specified percentages in clauses (i) and (ii) above for three
successive Distribution Dates) shall be a dollar amount equal to the greater of
(i) $[__________] and (ii) [ ]% of the Outstanding Amount of the Notes and the
Certificate Balance as of the preceding Distribution Date (after giving effect
to payments of principal made on such Distribution Date)].

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

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

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

         ["Swap Agreement" shall mean any currency swap agreement, including all
schedules and confirmations thereto, entered into by the Issuer and the Swap
Counterparty.]

         ["Swap Counterparty" shall mean an unaffiliated third party, as swap
counterparty under the Swap Agreement.]

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

         "Trust" means the Issuer.

         "Trust Agreement" means the Amended and Restated Trust Agreement, dated
as of [_______], between the Seller and the Owner Trustee.

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

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

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


                                       20        (Sale and Servicing Agreement)
<PAGE>

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

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

         ["VPTN Proceeds Account" is an account created pursuant to Section
5.01(f).]

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

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

         ["Yield Supplement Purchase Price Adjustment Amount" means, with
respect to any Distribution Date, the amount specified below with respect to
that Distribution Date:

                                 [INSERT TABLE]

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

         ["Yield Supplement Agreement" means that certain agreement, dated as of
[______________], among the Seller, NMAC, the Indenture Trustee and the Trust,
substantially in the form attached hereto as Exhibit A.]

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

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

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

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

                                       21        (Sale and Servicing Agreement)
<PAGE>


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

                                   ARTICLE II

                            Conveyance of Receivables

         SECTION 2.01 Conveyance of Receivables.

                  (a) In consideration of the promises and the agreements,
         provisions and covenants herein contained and other good and valuable
         consideration to be delivered to the Seller hereunder, on behalf of the
         Issuer, the Seller does hereby sell, transfer, assign and otherwise
         convey to the Issuer, without recourse (but subject to the Seller's
         obligations in this Agreement):

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

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

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

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

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

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

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

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

                           (ix) all proceeds of the foregoing.


                                       22        (Sale and Servicing Agreement)
<PAGE>

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

                  (b) It is the intention of the Seller that the transfer and
         assignment contemplated by this Agreement shall constitute a sale of
         the Receivables from the Seller to the Issuer and the beneficial
         interest in and title to the Receivables shall not be part of the
         Seller's estate in the event of the filing of a bankruptcy petition by
         or against the Seller under any bankruptcy law. The Seller agrees to
         execute and file all filings (including filings under the UCC)
         necessary in any jurisdiction to provide third parties with notice of
         the sale of the Receivables pursuant to this Agreement and to perfect
         such sale under the UCC.

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

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

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

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

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


                                       23        (Sale and Servicing Agreement)
<PAGE>

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

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

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

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

                                  ARTICLE III

                                 The Receivables

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

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


                                       24        (Sale and Servicing Agreement)
<PAGE>

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

                  (c) Compliance with Law. Each Receivable, the origination of
         such Receivable, and the sale of the Financed Vehicle complied at the
         time it was originated or made and at the execution of this Agreement
         complies in all material respects with all requirements of applicable
         federal, state and local laws, and regulations thereunder, including
         usury laws, the Federal Truth-in-Lending Act, the Equal Credit
         Opportunity Act, the Fair Credit Reporting Act, the Fair Debt
         Collection Practices Act, the Federal Trade Commission Act, the
         Magnuson-Moss Warranty Act, the Servicemembers Civil Relief Act, the
         Federal Reserve Board's Regulations B and Z, the Gramm-Leach-Bliley Act
         and state adaptations of the National Consumer Credit Protection Act
         and of the Uniform Consumer Credit Code, state "Lemon Laws" designed to
         prevent fraud in the sale of automobiles and other consumer credit laws
         and equal credit opportunity and disclosure laws.

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

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

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

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

                  (h) No Defenses. No Receivable is subject to any right of
         rescission, setoff, counterclaim or defense, including the defense of
         usury, and the operation of any of the terms of any Receivable, or the
         exercise of any right thereunder, will not render such


                                       25        (Sale and Servicing Agreement)
<PAGE>


         Receivable unenforceable in whole or in part or subject such Receivable
         to any right of rescission, setoff, counterclaim or defense, including
         the defense of usury, and no such right of rescission, setoff,
         counterclaim or defense has been asserted with respect thereto.

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

                  (j) No Default. Except for payment defaults continuing for a
         period of not more than 29 days, as of the Cutoff Date, no default,
         breach, violation or event permitting acceleration under the terms of
         any Receivable has occurred; and no continuing condition that with
         notice or the lapse of time would constitute a default, breach,
         violation or event permitting acceleration under the terms of any
         Receivable has arisen (other than deferrals and waivers of late payment
         charges or fees permitted hereunder).

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

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

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

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


                                       26        (Sale and Servicing Agreement)
<PAGE>

                  (o) Chattel Paper. Each Receivable constitutes "tangible
         chattel paper" [or "electronic chattel paper"] as such term[s] [is]
         [are] defined in the UCC.

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

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

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

                  (s) APR. The APR of each Receivable equals or exceeds [__%].

                  (t) Maturity. As of the Cutoff Date, each Receivable had a
         remaining term to maturity of not less than [______] payments and not
         greater than [______] payments.

                  (u) Balance. Each Receivable had an original Principal Balance
         of not more than $[_______] and, as of the Cutoff Date, had a principal
         balance of not less than $[_______] and not more than $[_______].

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

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

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

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

                  (z) Origination. Each Receivable has an origination date on or
         after [_______].

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


                                       27        (Sale and Servicing Agreement)
<PAGE>

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

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

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

                  (ee) No Pledge or Assignment of Receivables. Other than the
         security interest granted to the Issuer pursuant to this Agreement, the
         Seller has not pledged, assigned, sold, granted a security interest in,
         or otherwise conveyed any of the Receivables. The Seller has not
         authorized the filing of and is not aware of any financing statements
         against the Seller that include a description of collateral covering
         the Receivables other than any financing statement relating to the
         security interest granted to the Issuer hereunder or a financing
         statement as to which the security interest covering the Receivables
         has been released. The Seller is not aware of any judgment or tax lien
         filings against the Seller.

                  (ff) [No Government Obligors. None of the Receivables shall be
         due from the United States or any state, or from any agency, department
         subdivision or instrumentality thereof.]

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


                                       28        (Sale and Servicing Agreement)
<PAGE>

         SECTION 3.03 Duties of Servicer as Custodian.

                  (a) Safekeeping. The Servicer shall hold the Receivable Files
         as custodian for the benefit of the Issuer and maintain such accurate
         and complete accounts, records and computer systems pertaining to each
         Receivable File as shall enable the Issuer to comply with this
         Agreement. In performing its duties as custodian, the Servicer shall
         act with reasonable care, using that degree of skill and attention that
         the Servicer exercises with respect to the receivable files relating to
         all comparable automotive receivables that the Servicer services for
         itself or others. In accordance with its customary practices with
         respect to its retail installment sale contracts, the Servicer shall
         conduct, or cause to be conducted, periodic audits of the Receivable
         Files held by it under this Agreement and of the related accounts,
         records and computer systems, in such a manner as shall enable the
         Issuer, the Owner Trustee or the Indenture Trustee to verify the
         accuracy of the Servicer's record keeping. The Servicer shall promptly
         report to the Issuer and the Indenture Trustee any material failure on
         its part to hold the Receivable Files and maintain its accounts,
         records and computer systems as herein provided in all material
         respects and shall promptly take appropriate action to remedy any such
         material failure. Nothing herein shall be deemed to require an initial
         review or any periodic review by the Issuer, the Owner Trustee or the
         Indenture Trustee of the Receivable Files.

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

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

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

         SECTION 3.05 Custodian's Indemnification. The Servicer, as custodian,
shall indemnify the Issuer, the Owner Trustee and the Indenture Trustee for any
and all liabilities, obligations, losses, compensatory damages, payments, costs
or expenses of any kind whatsoever that may be imposed on, incurred by or
asserted against any of them as the result of any

                                       29        (Sale and Servicing Agreement)
<PAGE>

improper act or omission in any way relating to the maintenance and custody by
the Servicer as custodian of the Receivable Files; provided, however, that the
Servicer shall not be liable to the Owner Trustee for any portion of any such
amount resulting from the willful misfeasance, bad faith or negligence of the
Owner Trustee, and the Servicer shall not be liable to the Indenture Trustee for
any portion of any such amount resulting from the willful misfeasance, bad faith
or negligence of the Indenture Trustee.

         SECTION 3.06 Effective Period and Termination. The Servicer's
appointment as custodian shall become effective as of the Cutoff Date, and shall
continue in full force and effect until terminated pursuant to this Section. If
NMAC shall resign as Servicer in accordance with the provisions of this
Agreement or if all of the rights and obligations of any Servicer shall have
been terminated under Section 8.01, the appointment of NMAC as custodian may be
terminated by the Indenture Trustee or by the Holders of Notes evidencing not
less than 25% of the Outstanding Amount of the Notes (but excluding for purposes
of such calculation and action all Notes held or beneficially owned by NMAC,
NARC II or any of their Affiliates unless all of the Notes are held or
beneficially owned by NMAC, NARC II or any of their Affiliates) or, with the
consent of Holders of the Notes evidencing not less than 25% of the Outstanding
Amount of the Notes, by the Owner Trustee or by the Certificateholders
evidencing not less than 25% of the Certificate Balance (but excluding for
purposes of such calculation and action all Certificates held or beneficially
owned by NMAC, NARC II or any of their Affiliates unless all of the Certificates
are held or beneficially owned by NMAC, NARC II or any of their Affiliates), in
the same manner as the Indenture Trustee or such Holders may terminate the
rights and obligations of the Servicer under Section 8.01. The Indenture Trustee
or, with the consent of the Indenture Trustee, the Issuer may terminate the
Servicer's appointment as custodian, with cause, at any time upon written
notification to the Servicer, and without cause upon 30 days' prior written
notification to the Servicer. As soon as practicable after any termination of
such appointment, the Servicer shall deliver the Receivable Files and the
related accounts and records maintained by the Servicer to the Relevant Trustee
or the agent thereof at such place or places as the Relevant Trustee may
reasonably designate.

                                   ARTICLE IV

                   Administration and Servicing of Receivables

         SECTION 4.01 Duties of Servicer.

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

                           (1) if a default, breach, violation, delinquency or
event permitting acceleration under the terms of any Receivable shall have
occurred or, in the judgment of the Servicer, is imminent, the Servicer may (A)
extend such Receivable for credit related reasons


                                       30        (Sale and Servicing Agreement)
<PAGE>


that would be acceptable to the Servicer with respect to comparable new,
near-new or used automobile or light-duty truck receivables that it services for
itself, but only if (i) the final scheduled payment date of such Receivable as
extended would not be later than the last day of the Collection Period preceding
the Final Scheduled Distribution Date for the Class C Certificates, and (ii) the
rescheduling or extension would not modify the terms of such Receivable in a
manner that would constitute a cancellation of such Receivable and the creation
of a new receivable for federal income tax purposes; or (B) reduce an Obligor's
monthly payment amount in the event of a prepayment resulting from refunds of
credit life and disability insurance premiums and service contracts and make
similar adjustments in an Obligor's payment terms to the extent required by law;

                           (2) if at the end of the scheduled term of any
Receivable, the outstanding principal amount thereof is such that the final
payment to be made by the related Obligor is larger than the regularly scheduled
payment of principal and interest made by such Obligor, the Servicer may permit
such Obligor to pay such remaining principal amount in more than one payment of
principal and interest, provided that the last such payment shall be due on or
prior to the last day of the Collection Period preceding the Final Scheduled
Distribution Date for the Class C Certificates; and

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

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

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


                                       31        (Sale and Servicing Agreement)
<PAGE>

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

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

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

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

         SECTION 4.05 Covenants of Servicer.

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


                                       32        (Sale and Servicing Agreement)
<PAGE>

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

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

                  (d) If the Servicer shall determine not to make an Advance
         related to delinquency or non-payment of any Receivable pursuant to
         Section 5.04 because it determines that such Advance would not be
         recoverable from subsequent collections on such Receivable, such
         Receivable shall be designated by the Servicer to be a Defaulted
         Receivable, provided that such Receivable otherwise meets the
         definition of a Defaulted Receivable.

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

         SECTION 4.07 Servicing Fee and Expenses. As compensation for the
performance of its obligations hereunder, the Servicer shall be entitled to
receive on each Distribution Date the Total Servicing Fee. Except to the extent
otherwise provided herein, the Servicer shall be required to pay all expenses
incurred by it in connection with its activities under this Agreement (including
fees and disbursements of the Indenture Trustee and independent accountants,
taxes imposed on the Servicer, expenses incurred in connection with
distributions and reports to Securityholders and all other fees and expenses not
expressly stated under this Agreement to be for the account of the
Securityholders). If each Rating Agency for a series of Notes or Certificates
confirms that it will not reduce the rating of any class of Notes or
Certificates in that series, as the case may be, the Base Servicing Fee in
respect of a Collection Period (together with any portion of the Base Servicing
Fee that remains unpaid from the prior Distribution Dates) will be paid at the
beginning of that Collection Period out of collections of interest on the
related Receivables.


                                       33        (Sale and Servicing Agreement)
<PAGE>


         SECTION 4.08 Servicer's Certificate.

                  (a) On or before the tenth day of each month (or, if such
         tenth day is not a Business Day, then on the next succeeding Business
         Day), the Servicer shall deliver to the Owner Trustee, each Paying
         Agent, [the Swap Counterparty] and the Indenture Trustee, with a copy
         to each Rating Agency, a Servicer's Certificate containing all
         information necessary to make the distributions pursuant to Sections
         5.06, 5.07 and 5.08 (including the amount of the aggregate collections
         on the Receivables; the aggregate Advances to be made by the Servicer,
         if any, the aggregate Administrative Purchase Payments for any
         Administrative Receivables to be purchased by the Servicer, and the
         aggregate Warranty Purchase Payments for any Warranty Receivables to be
         purchased by the Seller) for the Collection Period preceding the date
         of such Servicer's Certificate, all information necessary for the Owner
         Trustee to send statements to the Certificateholders and the Indenture
         Trustee to send statements to the Noteholders pursuant to the Trust
         Agreement or Indenture, as the case may be. Each of the Owner Trustee
         and the Indenture Trustee may conclusively rely on the information in
         any Servicer's Certificate and shall have no duty to confirm or verify
         the contents thereof.

                  (b) Concurrently with delivery of the Servicer's Certificate
         in each month, the Servicer shall deliver to the underwriters of the
         Class A Notes, the Class B Notes, the Class C Certificates and, if any
         Class D Certificate is held by a Person other than the Seller or any
         Affiliate of the Seller, to such Class D Certificateholder, the Note
         Factor for each Class of Notes, the Certificate Factor for each Class
         of Certificates, and the Pool Factor for each Class of Notes and for
         the Certificates, in each case as of the close of business on the
         Distribution Date occurring in such month.

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

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

                  (b) The Servicer shall deliver to the Owner Trustee, the
         Indenture Trustee and each Rating Agency, promptly after having
         obtained knowledge thereof, but in no event


                                       34        (Sale and Servicing Agreement)
<PAGE>


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

         SECTION 4.10 Annual Independent Certified Public Accountants' Report.
The Servicer shall cause a firm of independent certified public accountants, who
may also render other services to the Servicer, the Seller or their Affiliates,
to deliver to the Owner Trustee, the Indenture Trustee and each of the Rating
Agencies, on or before the last day of the third month after the end of each
fiscal year of the Servicer, beginning [________, ____], with respect to the
prior fiscal year (or with respect to the initial reports, the period from the
date of the initial issuance of the Securities to [________, ____]) the
following reports: (a) a report that such firm has audited the consolidated
financial statements of the Servicer in accordance with generally accepted
auditing standards, that such firm is independent of the Servicer within the
meaning of the Code of Professional Ethics of the American Institute of
Certified Public Accountants ("AICPA"), and expressing such firm's opinion
thereon; and (b) a report indicating that such firm has examined, in accordance
with standards established by AICPA, management's assertion about the Servicer's
compliance with the minimum servicing standards identified in the Mortgage
Bankers Association of America's Uniform Single Attestation Program for Mortgage
Bankers ("USAP") as such standards relate to automobile and light-duty truck
loans serviced for others, and expressing such firm's opinion on such management
assertion (the "Annual USAP Report") or any similar internal control audit
report that is acceptable to each Rating Agency. Upon the request of any
Certificateholder or Note Owner, the Owner Trustee or the Indenture Trustee, as
the case may be, shall promptly provide such Certificateholder or Note Owner
with a copy of such Annual USAP Report. For all purposes of this Agreement, the
Owner Trustee and the Indenture Trustee may rely on the representation of any
Person that it is a Certificateholder or a Note Owner, as the case may be.

         SECTION 4.11 Access to Certain Documentation and Information Regarding
Receivables.

                  (a) The Servicer shall provide to the Owner Trustee and the
         Indenture Trustee access to the Receivable Files in such cases where
         the Securityholders shall be required by applicable statutes or
         regulations to review such documentation. In each case, such access
         shall be afforded without charge, but only upon reasonable request and
         during the normal business hours at the respective offices of the
         Servicer

                  (b) The Servicer shall provide to each Rating Agency any
         information regarding the Receivables that is reasonably requested by
         such Rating Agency.

                  (c) Nothing in this Section shall affect the obligation of the
         Servicer to observe any applicable law prohibiting disclosure of
         information regarding the Obligors


                                       35        (Sale and Servicing Agreement)
<PAGE>


         and the failure of the Servicer to provide access to information as a
         result of such obligation shall not constitute a breach of this
         Section.

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

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

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

                                   ARTICLE V
                            Distributions; Accounts;
            Statements to the Certificateholders and the Noteholders

         SECTION 5.01 Establishment of Accounts.

                  (a) The Servicer, on behalf of the Owner Trustee and the
         Indenture Trustee, shall establish the Collection Account in the name
         of the Indenture Trustee for the benefit of the Securityholders. The
         Collection Account shall be a segregated trust account initially
         established with the Indenture Trustee and maintained with the
         Indenture Trustee as long as (i) the deposits of the Indenture Trustee
         have the Required Deposit Rating or (ii) the Collection Account is
         maintained in a segregated trust account in the trust department of the
         Indenture Trustee; provided, however, that all amounts held in the
         Collection Account shall, to the extent permitted by applicable laws,
         rules and regulations and as directed by the Servicer, be invested by
         the Indenture Trustee in Eligible Investments; otherwise, such amounts
         shall be maintained in cash; provided that if (x) the Servicer shall
         have failed to give investment directions for any funds on deposit in
         the Collection Account to the Indenture Trustee by 5:00 p.m. Eastern
         Time (or such other time as may be agreed by the Servicer and the
         Indenture Trustee) on any Business Day, or (y) a Default or Event of
         Default shall have occurred and be continuing with respect to the Notes
         but the Notes shall not have been declared due and payable pursuant to
         the


                                       36        (Sale and Servicing Agreement)
<PAGE>

         Indenture, or (z) if the Notes shall have been declared due and payable
         following an Event of Default, amounts collected or receivable from the
         Trust Estate are being applied in accordance with Section 5.05 of the
         Indenture as if there had not been such a declaration, then the
         Indenture Trustee shall, to the fullest extent practicable, invest and
         reinvest funds in the Collection Account in one or more Eligible
         Investments specified in clauses (i), (iv) or (vi) of the definition of
         Eligible Investments. All such Eligible Investments shall mature not
         later than the Business Day preceding the next Distribution Date, in
         such manner that such amounts invested shall be available to make the
         required distributions on the Distribution Date; provided, that if
         permitted by the Rating Agencies, monies on deposit therein may be
         invested in Eligible Investments that mature later than the Business
         Day preceding the next Distribution Date; provided, however, that such
         investment shall be sold not later than the Business Day preceding the
         next Distribution Date. The Servicer will not direct the Indenture
         Trustee, and the Issuer shall cause the Servicer not, to make any
         investment of any funds or to sell any investment held in the
         Collection Account unless the security interest granted and perfected
         in such account will continue to be perfected in such investment or the
         proceeds of such sale, in either case without any further action by any
         Person, and, in connection with any direction to the Indenture Trustee
         to make any such investment or sale, if requested by the Indenture
         Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion
         of Counsel, acceptable to the Indenture Trustee, to such effect. Should
         the short-term unsecured debt obligations of the Indenture Trustee no
         longer have the Required Deposit Rating then, unless the Collection
         Account is maintained in segregated trust accounts in the trust
         department of the Indenture Trustee, the Servicer shall, with the
         Indenture Trustee's assistance as necessary and within ten Business
         Days of receipt of notice from the Indenture Trustee that the Indenture
         Trustee no longer has the Required Deposit Rating, cause the Collection
         Account (i) to be moved to segregated trust accounts in a bank or trust
         company, the short-term unsecured debt obligations of which shall have
         the Required Deposit Rating or (ii) to be moved to the trust department
         of the Indenture Trustee.

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

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


                                       37        (Sale and Servicing Agreement)
<PAGE>


         in the Indenture with respect to amounts held for payment to
         Noteholders that do not promptly deliver a Note for payment on such
         Distribution Date. After the transfer to the Trust Collection Account
         described in the immediately preceding sentence, references in this
         Agreement to "Collection Account" shall be deemed to be references to
         the "Trust Collection Account."

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

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

                  [(e) The Servicer shall, prior to the Closing Date, establish
         and maintain a segregated trust account in the name of the Indenture
         Trustee, which shall be designated as the "Accumulation Account." The
         Accumulation Account shall be held in trust for the benefit of the
         Noteholders. The Accumulation Account shall be under the sole dominion
         and control of the Indenture Trustee; provided that the Servicer may
         make deposits to and direct the Indenture Trustee in writing to make
         withdrawals from the Accumulation Account in accordance with the Basic
         Documents. All monies deposited from time to time in the Accumulation
         Account shall be held by the Indenture Trustee as part of the Trust
         Property and all deposits to and withdrawals from the Accumulation
         Account shall be made only upon the terms and conditions of the Basic
         Documents.]

         [All amounts held in the Accumulation Account shall, to the extent
permitted by applicable law, rules and regulations, be invested, as directed in
writing by the Servicer, by the bank or trust company then maintaining the
Accumulation Account in Eligible Investments that mature not later than the
Business Day immediately prior to the Distribution Date for the Collection
Period to which such amounts relate and such Eligible Investments shall be held
to maturity. All interest and other income on funds on deposit in the
Accumulation Account shall be withdrawn and deposited in the Collection Account
for distribution on each Distribution Date.]


                                       38        (Sale and Servicing Agreement)
<PAGE>

                  [(f) The Servicer shall, prior to the Closing Date, establish
         and maintain a segregated trust account in the name of the Indenture
         Trustee, which shall be designated as the "VPTN Proceeds Account." The
         VPTN Proceeds Account shall be held in trust for the benefit of the
         holders of the subclass of the Class A Notes to be paid on its Targeted
         Scheduled Distribution Date from the proceeds of issuance after the
         Closing Date of VPTNs deposited to such account from time to time. The
         VPTN Proceeds Account shall be under the sole dominion and control of
         the Indenture Trustee; provided that the Servicer may make deposits to
         and direct the Indenture Trustee in writing to make withdrawals from
         the VPTN Proceeds Account in accordance with the Basic Documents. All
         monies deposited from time to time in the VPTN Proceeds Account shall
         be held by the Indenture Trustee as part of the Trust Property and all
         deposits to and withdrawals from the VPTN Proceeds Account shall be
         made only upon the terms and conditions of the Basic Documents.]

         SECTION 5.02 Collections.

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


                                       39        (Sale and Servicing Agreement)
<PAGE>

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

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

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

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

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

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

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

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

         SECTION 5.04 Advances.

                  (a) The Servicer shall make a payment with respect to each
         Receivable (other than an Administrative Receivable, a Warranty
         Receivable or a Liquidated Receivable) (each, an "Advance") equal to
         the excess if any, of (x) the product of the Principal Balance of such
         Receivable as of the first day of the related Collection Period and
         one-twelfth of its APR (calculated on the basis of a 360-day year
         comprised of twelve 30-day months), over (y) the interest actually
         received by the Servicer with respect to such Receivable from the
         Obligor or from payments of the Administrative Purchase Payment


                                       40        (Sale and Servicing Agreement)
<PAGE>


         or the Warranty Purchase Payment, as the case may be, during such
         Collection Period. The Servicer will not be obligated to make an
         Advance in respect of a Receivable (other than an Advance in respect of
         an interest shortfall arising from the Prepayment of a Receivable) to
         the extent that the Servicer, in its sole discretion, shall determine
         that the Advance constitutes a Nonrecoverable Advance. With respect to
         each Receivable, the Advance shall increase the Outstanding Advances.
         No Advances will be made with respect to the Principal Balance of the
         Receivables. The Servicer shall deposit all such Advances into the
         Collection Account in immediately available funds no later than 5:00
         p.m., New York City time, on the Business Day immediately preceding the
         related Distribution Date. To the extent that the amount set forth in
         clause (y) above with respect to a Receivable is greater than the
         amount set forth in clause (x) above with respect thereto, such amount
         shall be distributed to the Servicer pursuant to Section 5.06;
         provided, however, that, notwithstanding anything else herein, the
         Servicer shall not be reimbursed for any amounts representing an
         Advance, or any portion thereof, made in respect of an interest
         shortfall arising from the Prepayment of a Receivable.

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

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

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

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

         SECTION 5.05 Additional Deposits.

                  (a) The following additional deposits shall be made to the
         Collection Account: (i) the Seller shall remit the aggregate Warranty
         Purchase Payments with respect to Warranty Receivables pursuant to
         Section 3.02; (ii) the Servicer shall remit

                                       41        (Sale and Servicing Agreement)
<PAGE>


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

                  (b) All deposits required to be made pursuant to this Section
         5.05 by the Seller or the Servicer, as the case may be, may be made in
         the form of a single deposit and shall be made in immediately available
         funds, no later than 5:00 P.M., New York City time, on the Business Day
         immediately preceding the related Distribution Date. At the direction
         of the Servicer, the Relevant Trustee shall invest such amounts in
         Eligible Investments maturing not later than 12:00 P.M. New York City
         Time, on the related Distribution Date.

         SECTION 5.06 Payments and Distributions.

                  (a) The rights of the Certificateholders to receive
         distributions in respect of the Certificates shall be and hereby are
         subordinated to the rights of the [Class A-1] Noteholders to receive
         distributions in respect of the [Class A-1] Notes to the extent
         provided in this Section 5.06.

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

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

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


                                       42        (Sale and Servicing Agreement)
<PAGE>

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

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

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

                           (v) to the Class B Noteholders, the Noteholders'
         Interest Distributable Amount for such Class; such amounts to be paid
         from Available Amounts (after giving effect to any reduction in
         Available Amounts described in clauses (iii) and (iv) above);

                           (vi) to the Class A-1 Noteholders, an amount equal to
         the Noteholders' Principal Distributable Amount for such Class, such
         amount to be paid from Available Amounts (after giving effect to any
         reduction in Available Amounts described in clauses (iii) through (v)
         above), until the principal amount of the Class A-1 Notes is reduced to
         zero;

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

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

                           (ix) [to the Class C Certificateholders, an amount
         equal to the Certificateholders' Interest Distributable Amount for such
         Class, such amount to be paid from Available Amounts (after giving
         effect to any reduction in Available Amounts described in clauses (iii)
         through (viii) above);]

                           (x) [on each Distribution Date after the Class B
         Notes have been paid in full, to the Class C Certificateholders, an
         amount equal to the Certificateholders' Principal Distributable Amount
         for such Class, such amount to be paid from Available Amounts (after
         giving effect to any reduction in Available Amounts described in
         clauses


                                       43        (Sale and Servicing Agreement)
<PAGE>


         (iii) through (ix) above), until the principal amount of the Class C
         Certificates is reduced to zero;]

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

                           (xii) [subject to Section 5.11,] [to the Class D
         Certificateholders, an amount equal to the Certificateholders' Interest
         Distributable Amount for such Class, such amounts to be paid from
         Available Amounts (after giving effect to any reduction in Available
         Amounts described in clauses (iii) through (xi) above);]

                           (xiii) [subject to Section 5.11,] [to the Class D
         Certificateholders, an amount equal to the Class D Certificateholders'
         Pro Rata Monthly Principal Distributable Amount, such amount to be paid
         from Available Amounts (after giving affect to the reduction in
         Available Amounts described in clauses (iii) through (xii) above);]

                           (xiv) [subject to Section 5.11,] [after the Class C
         Certificates have been paid in full, to the Class D Certificateholders,
         an amount equal to the Certificateholders' Principal Distributable
         Amount for such Class, such amount to be paid from Available Amounts
         (after giving effect to the reduction in Available Amounts described in
         clauses (iii) through (xiii) above)]; and

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

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

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

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

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


                                       44        (Sale and Servicing Agreement)
<PAGE>


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

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

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

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

                           (viii) to the Class B Noteholders, the Noteholders'
         Interest Distributable Amount for such Class; such amounts to be paid
         from Available Amounts (after giving effect to any reduction in
         Available Amounts described in clauses (iii) through (vii) above);

                           (ix) on each Distribution Date after the Class A
         Notes have been paid in full, to the Class B Noteholders, until the
         total amount paid to the Class B Noteholders in respect of principal
         from the Closing Date is equal to the Original Principal Amount for the
         Class B Notes, such amount to be paid from Available Amounts (after
         giving effect to any reduction in Available Amounts described in
         clauses (iii) through (viii) above);

                           (x) [subject to Section 5.11,] [to the Class C
         Certificateholders, an amount equal to the Certificateholders' Interest
         Distributable Amount for such Class, such amount to be paid from
         Available Amounts (after giving effect to any reduction in Available
         Amounts described in clauses (iii) through (ix) above);]

                           (xi) [subject to Section 5.11,] [on each Distribution
         Date after the Class B Notes have been paid in full, to the Class C
         Certificateholders, until the total amount paid to the Class C
         Certificateholders in respect of principal from the Closing Date is
         equal to the Original Certificate Balance of the Class C Certificates,
         such amount


                                       45        (Sale and Servicing Agreement)
<PAGE>

         to be paid from Available Amounts (after giving effect to the reduction
         in Available Amounts described in clauses (iii) through (x) above)];

                           (xii) [subject to Section 5.11,] [to the Class D
         Certificateholders, an amount equal to the Certificateholders' Interest
         Distributable Amount for such Class, such amounts to be paid from
         Available Amounts (after giving effect to any reduction in Available
         Amounts described in clauses (iii) through (xi) above);]

                           (xiii) [subject to Section 5.11,] [after the Class C
         Certificates have been paid in full, to the Class D Certificateholders,
         an amount equal to the Certificateholders' Principal Distributable
         Amount for such Class, such amount to be paid from Available Amounts
         (after giving effect to the reduction in Available Amounts described in
         clauses (iii) through (xii) above); and]

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

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

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

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

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

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


                                       46        (Sale and Servicing Agreement)
<PAGE>

                           (v) [to the Class B Noteholders, the Noteholders'
         Interest Distributable Amount for such Class, such amounts to be paid
         from Available Amounts (after giving effect to any reduction in
         Available Amounts described in clauses (iii) and (iv) above);]

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

                           (vii) [to the Class A-2 Noteholders, until the total
         amount paid to such Noteholders in respect of principal from the
         Closing Date is equal to the Original Principal Amount for the Class
         A-2 Notes, such amounts to be paid from Available Amounts (after giving
         effect to any reduction in Available Amounts described in clauses (iii)
         through (vi) above);]

                           (viii) [to the Class A-3 Noteholders, until the total
         amount paid to such Noteholders in respect of principal from the
         Closing Date is equal to the Original Principal Amount for the Class
         A-3 Notes, such amounts to be paid from Available Amounts (after giving
         effect to any reduction in Available Amounts described in clauses (iii)
         through (vii) above);]

                           (ix) [to the Class B Noteholders, until the total
         amount paid to such Noteholders in respect of principal from the
         Closing Date is equal to the Original Principal Amount for the Class B
         Notes, such amounts to be paid from Available Amounts (after giving
         effect to the reduction in Available Amounts described in clauses (iii)
         through (viii) above);]

                           (x) [subject to Section 5.11,] [on each Distribution
         Date after the Class B Notes have been paid in full, to the Class C
         Certificateholders, an amount equal to the Certificateholders' Interest
         Distributable Amount for such Class, such amounts to be paid from
         Available Amounts (after giving effect to any reduction in Available
         Amounts described in clauses (iii) through (ix) above);]

                           (xi) [subject to Section 5.11,] [to the Class C
         Certificateholders, until the total amount paid to the Class C
         Certificateholders in respect of principal from the Closing Date is
         equal to the Original Certificate Balance of the Class C Certificates,
         such amount to be paid from Available Amounts (after giving effect to
         the reduction in Available Amounts described in clauses (iii) through
         (x) above);]

                           (xii) [subject to Section 5.11,] [on each
         Distribution Date after the Class C Certificates have been paid in
         full, to the Class D Certificateholders, an amount equal to the
         Certificateholders' Interest Distributable Amount for such Class, such
         amounts to be paid from Available Amounts (after giving effect to any
         reduction in Available Amounts described in clauses (iii) through (xi)
         above);]

                           (xiii) [subject to Section 5.11,] [to the Class D
         Certificateholders, until the total amount paid to the Class D
         Certificateholders in respect of principal from the

                                       47        (Sale and Servicing Agreement)
<PAGE>

         Closing Date is equal to the Original Certificate Balance of the Class
         D Certificates, such amounts to be paid from Available Amounts (after
         giving effect to any reduction in Available Amounts described in
         clauses (iii) through (xii) above);]

                           (xiv) [any Available Amounts remaining after giving
         effect to the foregoing, to the Seller.]

                  (f) For purposes of determining whether an Event of Default
         pursuant to Section 5.01(b) of the Indenture has occurred, the amount
         of principal required to be paid to the Holders of any Class of Notes
         on any Distribution Date is the amount available to be paid thereto
         pursuant to Section 5.06(c); provided, however, that (i) the Class A-1
         Notes are required to be paid in full on or before the Final Scheduled
         Distribution Date for such Class, meaning that the Class A-1
         Noteholders are entitled to have received on or before such date
         payments in respect of principal in an aggregate amount equal to the
         Original Principal Amount for such Class, together with all interest
         accrued thereon through such date; (ii) the Class A-2 Notes are
         required to be paid in full on or before the Final Scheduled
         Distribution Date for such Class, meaning that the Class A-2
         Noteholders are entitled to have received on or before such date
         payments in respect of principal in an aggregate amount equal to the
         Original Principal Amount for such Class, together with all interest
         accrued thereon through such date; (iii) the Class A-3 Notes are
         required to be paid in full on or before the Final Scheduled
         Distribution Date for such Class, meaning that the Class A-3
         Noteholders are entitled to have received on or before such date
         payments in respect of principal in an aggregate amount equal to the
         Original Principal Amount for such Class, together with all interest
         accrued thereon through such date; and (iv) the Class B Notes are
         required to be paid in full on or before the Final Scheduled
         Distribution Date for such Class, meaning that the Class B Noteholders
         are entitled to have received on or before such date payments in
         respect of principal in an aggregate amount equal to the Original
         Principal Amount for such Class, together with all interest accrued
         thereon through such date.

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

         SECTION 5.07 Reserve Account.

                  (a) In order to assure that certain amounts will be available
         to make required payments to Noteholders, the Seller will, pursuant to
         the Securities Account Control


                                       48        (Sale and Servicing Agreement)
<PAGE>


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

                  (b) All amounts held in the Reserve Account shall be invested
         by the Relevant Trustee, as directed in writing by the Servicer, in
         Eligible Investments; provided that if (x) the Servicer shall have
         failed to give investment directions for any funds on deposit in the
         Reserve Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or
         such other time as may be agreed by the Servicer and the Indenture
         Trustee) on any Business Day, or (y) a Default or Event of Default
         shall have occurred and be continuing with respect to the Notes but the
         Notes shall not have been declared due and payable pursuant to the
         Indenture, or (z) the Notes shall have been declared due and payable
         following an Event of Default, but amounts collected or receivable from
         the Trust Estate are being applied pursuant to Section 5.05 of the
         Indenture as if there had not been such a declaration, then the
         Indenture Trustee shall, to the fullest extent practicable, invest and
         reinvest funds in the Reserve Account in one or more Eligible
         Investments specified in clauses (i), (iv) or (vi) of the definition of
         Eligible Investments. All such Eligible Investments shall mature not
         later than the Business Day preceding the next Distribution Date, in
         such manner that such amounts invested shall be available to make the
         required deposits on the Distribution Date; provided that if permitted
         by the Rating Agencies, monies on deposit therein may be invested in
         Eligible Investments that mature later than the Business Day preceding
         the next Distribution Date. The Servicer will not direct the Relevant
         Trustee to make any investment of any funds or to sell any investment
         held in the Reserve Account unless the security interest granted and
         perfected in such account will continue to be perfected in such
         investment or the proceeds of such sale, in either case without any
         further action by any Person, and, in connection with any direction to
         the Relevant


                                       49        (Sale and Servicing Agreement)
<PAGE>


         Trustee to make any such investment or sale, if requested by the
         Relevant Trustee, the Servicer shall deliver to the Relevant Trustee an
         Opinion of Counsel, acceptable to the Relevant Trustee, to such effect.
         Earnings, if any, on investment of funds in the Reserve Account shall
         be paid to the Seller, and losses and any investment expenses shall be
         charged against the funds on deposit therein. The Relevant Trustee
         shall incur no liability for the selection of investments or for losses
         thereon absent its own negligence or willful misfeasance. The Relevant
         Trustee shall have no liability in respect of losses incurred as a
         result of the liquidation of any investment prior to its stated
         maturity date or the failure of the Servicer to provide timely written
         investment directions.

                  (c) Subject to the right of the Relevant Trustee to make
         withdrawals therefrom, as directed by the Servicer, for the purposes
         and in the amounts set forth in Section 5.06 and 5.07(a), the Reserve
         Account and all funds held therein shall be the property of the Seller
         and not the property of the Issuer, the Owner Trustee or the Indenture
         Trustee. The Issuer, the Owner Trustee, the Seller and the Indenture
         Trustee will treat the Reserve Account, all funds therein and all net
         investment income with respect thereto as assets of the Seller for
         federal income tax and all other purposes.

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

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

         SECTION 5.08 [Yield Supplement Account.

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

                  (b) On or prior to the Closing Date, the Seller shall [[make a
         capital contribution to the Trust by depositing an amount equal to
         $___________] [deposit an amount equal to $_________] [in cash] into
         the Yield Supplement Account][, transfer


                                       50        (Sale and Servicing Agreement)
<PAGE>


         retail installment sales contracts with an aggregate principal balance,
         as of the Cut-Off Date, of $_________ to the Trust] [and transfer
         receivables [or other assets] in an amount, collectively, equal to
         $__________ to the Trust] ([the][collectively,] "Initial Yield
         Supplement Amount"). [On each Distribution Date, the Servicer will
         deposit payments received with respect to the retail installment sales
         contracts referred to above into the Yield Supplement Account.] [On
         each Distribution Date, the Servicer will deposit payments received
         with respect to those receivables [or other assets] referred to above
         into the Yield Supplement Account.] Each Distribution Date, to the
         extent amounts then on deposit in the Yield Supplement Account are
         sufficient therefor, the Relevant Trustee will withdraw amounts then on
         deposit in the Yield Supplement Account in an amount equal to the Yield
         Supplement Deposit with respect to such Distribution Date and deposit
         such amounts into the Collection Account for application pursuant to
         Section 5.06. On each Distribution Date, if the amount on deposit in
         the Yield Supplement Account (after giving effect to all deposits
         thereto or withdrawals therefrom on such Distribution Date) is greater
         than the Required Yield Supplement Amount, the Relevant Trustee will
         deposit such excess into the Collection Account for distribution by the
         Relevant Trustee in accordance with the terms of Section 5.06(c). Upon
         payment in full of the Notes under the Indenture, as directed in
         writing by the Servicer, the Indenture Trustee will release any amounts
         remaining on deposit in the Yield Supplement Account, and all rights to
         the Yield Supplement Account and all other collateral registered or
         held therein to the Seller.

                  (c) All amounts held in the Yield Supplement Account shall be
         invested by the Relevant Trustee, as directed in writing by the
         Servicer, in Eligible Investments; provided that if (x) the Servicer
         shall have failed to give investment directions for any funds on
         deposit in the Yield Supplement Account to the Indenture Trustee by
         5:00 p.m. Eastern Time (or such other time as may be agreed by the
         Servicer and the Indenture Trustee) on any Business Day, or (y) a
         Default or Event of Default shall have occurred and be continuing with
         respect to the Notes but the Notes shall not have been declared due and
         payable pursuant to the Indenture, or (z) the Notes shall have been
         declared due and payable following an Event of Default, but amounts
         collected or receivable from the Trust Estate are being applied
         pursuant to Section 5.05 of the Indenture as if there had not been such
         a declaration, then the Indenture Trustee shall, to the fullest extent
         practicable, invest and reinvest funds in the Yield Supplement Account
         in one or more Eligible Investments specified in clauses (i), (iv) or
         (vi) of the definition of Eligible Investments. All such Eligible
         Investments shall mature not later than the Business Day preceding the
         next Distribution Date, in such manner that such amounts invested shall
         be available to make the required deposits on the Distribution Date;
         provided, that if permitted by the Rating Agencies, monies on deposit
         therein may be invested in Eligible Investments that mature later than
         the Business Day preceding the next Distribution Date. The Servicer
         will not direct the Relevant Trustee to make any investment of any
         funds or to sell any investment held in the Yield Supplement Account
         unless the security interest granted and perfected in such account will
         continue to be perfected in such investment or the proceeds of such
         sale, in either case without any further action by any Person, and, in
         connection with any direction to the Relevant Trustee to make any such
         investment or sale, if requested by the Relevant Trustee, the Servicer
         shall deliver to the Relevant Trustee an Opinion of Counsel, acceptable
         to the Relevant Trustee, to such effect. Earnings, if any,

                                       51        (Sale and Servicing Agreement)
<PAGE>


         on investment of funds in the Yield Supplement Account shall be
         deposited in the Collection Account on each Distribution Date, and
         losses and any investment expenses shall be charged against the funds
         on deposit therein. The Relevant Trustee shall incur no liability for
         the selection of investments or for losses thereon absent its own
         negligence or willful misfeasance. The Relevant Trustee shall have no
         liability in respect of losses incurred as a result of the liquidation
         of any investment prior to its stated maturity date or the failure of
         the Servicer to provide timely written investment directions.

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

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

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

         SECTION 5.09 Statements to Certificateholders and Noteholders.

                  (a) On each Distribution Date, the Indenture Trustee shall
         include with each distribution to each Noteholder and the Owner Trustee
         shall include with each distribution to each Certificateholder a
         statement (which statement shall also be provided to each Rating
         Agency) based on information in the Servicer's Certificate furnished
         pursuant to Section 4.08, setting forth for the Collection Period
         relating to such Distribution Date the following information:

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

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

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

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


                                       52        (Sale and Servicing Agreement)
<PAGE>

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

                           (vi) the Noteholders' Interest Rate or the
         Pass-Through Rate for the Interest Period relating to the succeeding
         Distribution Date for any Class of Notes or the Certificates with
         variable or adjustable rates;

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

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

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

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

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

                           (xii) the number of delinquencies on the Receivables
         as a percentage of the number of Receivables; [and]

                           (xiii) [the Yield Supplement Purchase Price
         Adjustment Amount.]

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

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


                                       53        (Sale and Servicing Agreement)
<PAGE>

         SECTION 5.11 [Swap Agreement. Pursuant to the Trust Agreement, the
Issuer may, from time to time, as directed by the Certificateholders by means of
notice to the Administrator, 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 an amendment to this
Sale and Servicing Agreement, subject to Section 10.01 in a form approved by the
Certificateholders, that will specify the creation of any necessary accounts and
modifications of any provisions hereof to the extent necessary or appropriate to
effectuate the intention of such Swap Agreement.]

                                   ARTICLE VI

                                   The Seller

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

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

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

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


                                       54        (Sale and Servicing Agreement)
<PAGE>

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

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

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

         SECTION 6.02 Additional Covenants of the Seller.

                  (a) The Seller agrees with the Certificateholders, the Note
         Owners and each Rating Agency that the Seller shall not issue any
         securities or deposit assets into a trust that issues any securities,
         the issuance of which could reasonably be expected to materially and
         adversely affect the rating of any Class of Notes or the Class C
         Certificates unless it shall have first obtained the written consent of
         each Rating Agency to the effect that such issuance will not materially
         adversely affect such rating; provided

                                       55        (Sale and Servicing Agreement)
<PAGE>


         that, the issuance of another series of certificates or notes pursuant
         to agreements with terms substantially similar to the terms of the
         Basic Documents shall not be deemed to materially and adversely affect
         the ratings on the Certificates or the Notes. The Seller shall provide
         a copy of any such consent to the Owner Trustee and the Indenture
         Trustee.

                  (b) The Seller shall not do any of the following (without the
         prior written consent of each Rating Agency (other than Moody's) (which
         consent shall be to the effect that the acts set forth below shall not
         affect materially adversely the rating on any Class of Notes or the
         Class C Certificates) and, upon the Seller's receipt of such written
         consent from each Rating Agency (other than Moody's), the Owner Trustee
         and the Indenture Trustee shall, without any exercise of its own
         discretion, also provide its written consent to the Seller (promptly
         after the occurrence of any of the following, the Seller shall provide
         notice of such occurrence to Moody's, so long as Moody's is then rating
         any outstanding Notes or Certificates)):

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

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


                                       56        (Sale and Servicing Agreement)
<PAGE>

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

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

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

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

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

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

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

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


                                       57        (Sale and Servicing Agreement)
<PAGE>

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

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

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

                  (b) The Seller shall indemnify, defend and hold harmless the
         Owner Trustee and the Indenture Trustee, the Trust, the
         Certificateholders and the Noteholders from and against any loss,
         liability or expense incurred by reason of (i) the Seller's willful
         misfeasance, bad faith or negligence in the performance of its duties
         under this Agreement, or by reason of reckless disregard of its
         obligations and duties under this Agreement, and (ii) the Seller's or
         the Issuer's violation of federal or state securities laws in
         connection with the registration or the sale of the Certificates and
         the Notes. Indemnification under this Section 6.03 shall survive the
         termination of this Agreement and shall include reasonable fees and
         expenses of counsel and expenses of litigation. If the Seller shall
         have made any indemnity payment to any Person entitled thereto pursuant
         to this Section 6.03 and such Person thereafter shall collect any of
         such amounts from others, such Person shall promptly repay such amounts
         to the Seller, without interest (except to the extent the recipient
         collects interest from others).

         Promptly after receipt by a party indemnified under this Section 6.03
(for purposes of this paragraph, an "Indemnified Party") of notice of the
commencement of any action, such Indemnified Party will, if a claim is to be
made in respect thereof against the Seller under this Section 6.03, notify the
Seller of the commencement thereof. If any such action is brought against any
Indemnified Party under this Section 6.03 and it notifies the Seller of the
commencement thereof, the Seller will assume the defense thereof, with counsel
reasonably satisfactory to such Indemnified Party (who may, unless there is, as
evidenced by an Opinion of Counsel to the Indemnified Party stating that there
is, a conflict of interest, be counsel to the Seller), and the Seller will not
be liable to such Indemnified Party under this Section 6.03 for any legal or
other expenses subsequently incurred by such Indemnified Party in connection
with the defense thereof, other than reasonable costs of investigation. The
obligations set forth in this Section 6.03 shall survive the termination of this
Agreement or the resignation or removal of the Owner Trustee or the Indenture
Trustee and shall include reasonable fees and expenses of counsel and expenses
of litigation. If the Seller shall have made any indemnity payments


                                       58        (Sale and Servicing Agreement)
<PAGE>


pursuant to this Section 6.03 and the Person to or on behalf of whom such
payments are made thereafter collects any of such amounts from others, such
Person shall promptly repay such amounts to the Seller, without interest (except
to the extent received by such Person).

         SECTION 6.04 Merger or Consolidation of, or Assumption of the
Obligations of, Seller. Subject to Section 6.02, any Person (i) into which the
Seller may be merged or consolidated, (ii) resulting from any merger, conversion
or consolidation to which the Seller shall be a party, (iii) succeeding to the
business of the Seller or (iv) that is a corporation more than 50% of the voting
stock of which is owned directly or indirectly by Nissan, which Person in any of
the foregoing cases executes an agreement of assumption to perform every
obligation of the Seller under this Agreement, will be the successor to the
Seller under this Agreement without the execution or filing of any document or
any further act on the part of any of the parties to this Agreement; provided,
however, that (x) immediately after giving effect to such transaction, no
representation or warranty made pursuant to Section 6.01 shall have been
breached and no Servicer Default, and no event that, after notice or lapse of
time, or both, would become a Servicer Default, shall have occurred and be
continuing, (y) the Seller shall have delivered to the Owner Trustee and the
Indenture Trustee an Officer's Certificate stating that such consolidation,
merger or succession and such agreement or assumption comply with this Section
6.04 and that all conditions precedent, if any, provided for in this Agreement
relating to such transaction have been complied with and (z) the Seller shall
have delivered to the Owner Trustee and the Indenture Trustee an Opinion of
Counsel either (A) stating that, in the opinion of such counsel, based on
customary qualifications and assumptions, all financing statements and
continuation statements and amendments thereto have been executed and filed that
are necessary fully to perfect the interest of the Issuer and the Indenture
Trustee, respectively, in the Receivables, and reciting the details of such
filings, or (B) stating that, in the opinion of such counsel, no such action
shall be necessary to preserve and protect such interest. The Seller shall
provide notice of any merger, consolidation or succession pursuant to this
Section 6.04 to each Rating Agency. Notwithstanding anything herein to the
contrary, the execution of the foregoing agreement of assumption and compliance
with clauses (x), (y) and (z) above shall be conditions to the consummation of
the transactions referred to in clauses (i), (ii), (iii) or (iv) above.

         SECTION 6.05 Limitation on Liability of Seller and Others.

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

                  (b) The Seller shall not be under any obligation to appear in,
         prosecute or defend any legal action that shall not be incidental to
         its obligations under this


                                       59        (Sale and Servicing Agreement)
<PAGE>


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

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

                                  ARTICLE VII

                                  The Servicer

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

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

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

                  (c) Power and Authority. The Servicer has the power and
         authority to execute and deliver this Agreement and to carry out its
         terms; and the execution, delivery and


                                       60        (Sale and Servicing Agreement)
<PAGE>


         performance of this Agreement have been duly authorized by the Servicer
         by all necessary corporate action.

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

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

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

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

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


                                       61        (Sale and Servicing Agreement)
<PAGE>

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

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

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

                  Indemnification under this Section 7.02 by NMAC (or any
successor thereto pursuant to Section 7.03) as Servicer, with respect to the
period such Person was the Servicer, shall survive the termination of such
Person as Servicer or a resignation by such Person as Servicer as well as the
termination of this Agreement and shall include reasonable fees and expenses of
counsel and expenses of litigation. If the Servicer shall have made any
indemnity

                                       62        (Sale and Servicing Agreement)
<PAGE>


payments pursuant to this Section 7.02 and the recipient thereafter collects any
of such amounts from others, the recipient shall promptly repay such amounts to
the Servicer, without interest (except to the extent the recipient collects
interest from others).

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

         SECTION 7.04 Limitation on Liability of Servicer and Others.

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

                  (b) Except as provided in this Agreement, the Servicer shall
         not be under any obligation to appear in, prosecute or defend any legal
         action that shall not be incidental to

                                       63        (Sale and Servicing Agreement)
<PAGE>


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

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

                                  ARTICLE VIII

                                     Default

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

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


                                       64        (Sale and Servicing Agreement)
<PAGE>

                  (b) any failure by the Servicer (or the Seller, as long as
         NMAC is the Servicer) to duly observe or perform in any material
         respect any other covenants or agreements of the Servicer (or the
         Seller, as long as NMAC is the Servicer) set forth in this Agreement
         (including its obligation to purchase Receivables pursuant to Section
         4.06), which failure shall materially and adversely affect the rights
         of the Certificateholders or the Noteholders and shall continue
         unremedied for a period of 90 days after giving of written notice of
         the failure to (i) the Servicer (or the Seller, as long as NMAC is the
         Servicer) by the Owner Trustee or the Indenture Trustee, or (ii) the
         Servicer (or the Seller, as long as NMAC is the Servicer) and the Owner
         Trustee or the Indenture Trustee by the Holders of Notes or
         Certificates evidencing not less than 25% of the sum of the Outstanding
         Amount or Holders of Certificates evidencing not less than 25% of the
         Certificate Balance; or

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

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


                                       65        (Sale and Servicing Agreement)
<PAGE>

Successor Servicer and amending this Agreement to reflect such succession as
Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer
upon presentation of reasonable documentation of such costs and expenses.
Notwithstanding the foregoing, in the event the predecessor Servicer is the
Relevant Trustee, the original Servicer hereunder shall reimburse the Relevant
Trustee for all reasonable costs and expenses as described in the immediately
preceding sentence. Upon receipt of notice of the occurrence of a Servicer
Default, the Relevant Trustee shall give notice thereof to the Rating Agencies.

         SECTION 8.02 Appointment of Successor.

                  (a) Upon the Servicer's receipt of notice of termination
         pursuant to Section 8.01 or the Servicer's resignation in accordance
         with the terms of this Agreement, the predecessor Servicer shall
         continue to perform its functions as Servicer under this Agreement, in
         the case of termination, only until the date specified in such
         termination notice or, if no such date is specified in a notice of
         termination, until receipt of such notice and, in the case of
         resignation, until the earlier of (i) the date 45 days from the
         delivery to the Owner Trustee and the Indenture Trustee of written
         notice of such resignation (or written confirmation of such notice) in
         accordance with the terms of this Agreement and (ii) the date upon
         which the predecessor Servicer shall become unable to act as Servicer,
         as specified in the notice of resignation and accompanying Opinion of
         Counsel. In the event of the Servicer's resignation or termination
         hereunder, the Relevant Trustee shall appoint a Successor Servicer, and
         the Successor Servicer shall accept its appointment (including its
         appointment as Administrator under the Administration Agreement as set
         forth in Section 8.02(b)) by a written assumption in form acceptable to
         the Owner Trustee and the Indenture Trustee. If a Successor Servicer
         has not been appointed at the time when the predecessor Servicer has
         ceased to act as Servicer in accordance with this Section 8.02, the
         Indenture Trustee, or if the Notes have been paid in full, the Owner
         Trustee, without further action shall automatically be appointed the
         Successor Servicer and shall be entitled to the Total Servicing Fee.
         Notwithstanding the above, the Relevant Trustee shall, if it shall be
         legally unable so to act, appoint or petition a court of competent
         jurisdiction to appoint, and the predecessor Servicer, if no successor
         Servicer has been appointed at the time the predecessor Servicer has
         ceased to act, may petition a court of competent jurisdiction to
         appoint any established institution having a net worth of not less than
         $100,000,000 and whose regular business shall include the servicing of
         automobile and/or light-duty truck receivables, as the successor to the
         Servicer under this Agreement.

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

                                       66        (Sale and Servicing Agreement)
<PAGE>

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

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

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

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

                                   ARTICLE IX

         Termination; Release of Receivables

         SECTION 9.01 Optional Purchase of All Receivables.

                  (a) On each Distribution Date following the last day of a
         Collection Period as of which the Pool Balance shall be less than or
         equal to the Optional Purchase Percentage multiplied by the Original
         Pool Balance, the Servicer or any successor to the Servicer shall have
         the option to purchase, or cause to be purchased, the corpus of the
         Owner Trust Estate (whether or not such assets then comprise all or a
         portion of the Trust Estate) for an amount equal to the Optional
         Purchase Price (the "Optional Purchase"). To exercise such option, the
         Servicer or any successor to the Servicer shall notify the Owner
         Trustee and the Indenture Trustee of its intention to do so in writing,
         no later than the tenth day of


                                       67        (Sale and Servicing Agreement)
<PAGE>


         the month preceding the month in which the Distribution Date as of
         which such purchase is to be effected and shall, on or before the
         Distribution Date on which such purchase is to occur, deposit pursuant
         to Section 5.05 in the Collection Account an amount equal to the
         Optional Purchase Price [(or the deposit in cash of such lesser amount
         as provided in Section 9.01(b))], and shall succeed to all interests in
         and to the Trust Estate and the Owner Trust Estate; provided, however,
         that the Servicer shall not effect any such purchase so long as the
         rating of NMAC by Moody's, or if NMAC shall then be unrated by Moody's,
         then the rating of Nissan Capital of America, Inc., is less than "Bal"
         by Moody's, unless the Owner Trustee and the Indenture Trustee shall
         have received an Opinion of Counsel to the effect that such purchase
         shall not constitute a fraudulent conveyance, subject to such
         assumptions as to factual matters as may be contained therein. Amounts
         so deposited will be paid and distributed as set forth in Section 5.06
         of this Agreement. Upon such deposit of the amount necessary to
         purchase the corpus of the Owner Trust Estate, the Servicer shall for
         all purposes of this Agreement be deemed to have released all claims
         for reimbursement of Outstanding Advances made in respect of the
         Receivables. (b) [The Servicer, at its option, may pay all or a portion
         of the Optional Purchase Price by issuing a demand note in favor of the
         Trust, the terms of which, on the whole, shall be commercially
         reasonable and substantially similar to terms that would prevail in an
         arms-length negotiation between unaffiliated parties; provided,
         however, that (i) the Servicer shall pay in cash the portion of the
         Optional Purchase Price that is equal to or greater than the sum of (x)
         the Outstanding Amount of all Classes of Notes and (y) the Noteholders'
         Interest Distributable Amount for all Classes of Notes for such
         Distribution Date, and (ii) the Servicer may issue a demand note to a
         Certificateholder pursuant to this Section 9.01 only if such
         Certificateholder consents to the receipt of such demand note.]

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

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

         SECTION 9.02 Release of Receivables.

                  (a) Upon repurchase of any Receivable by the Seller pursuant
         to Section 3.02 or by the Servicer pursuant to Section 4.06 or Section
         9.01, the Issuer, and the Indenture Trustee on behalf of the
         Noteholders, shall, without further action, be deemed to transfer,
         assign, set-over and otherwise convey to the Seller or the Servicer, as
         the case may be, all right, title and interest of the Issuer in, to and
         under such repurchased Receivable, all monies due or to become due with
         respect thereto and all proceeds thereof and the other property
         conveyed to the Issuer hereunder pursuant to Section 2.01 with respect
         to such Receivable, and all security and any documents relating
         thereto, such assignment being


                                       68        (Sale and Servicing Agreement)
<PAGE>

         an assignment outright and not for security; and the Seller or the
         Servicer, as applicable, shall thereupon own each such Receivable, and
         all such related security and documents, free of any further obligation
         to the Issuer, the Owner Trustee, the Certificateholders, the Indenture
         Trustee or the Noteholders with respect thereto.

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

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

         SECTION 9.03 Termination.

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

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

                                   ARTICLE X

                                  Miscellaneous

         SECTION 10.01 Amendment.

                  (a) This Agreement may be amended by the Seller, the Servicer
         and the Issuer, with the consent of the Indenture Trustee (if the Notes
         have not been paid in full), but without the consent of any of the
         Noteholders or the Certificateholders,

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


                                       69        (Sale and Servicing Agreement)
<PAGE>

Certificate to the Indenture Trustee and the Owner Trustee stating that such
amendment will not materially and adversely affect the interest of any
Noteholder or Certificateholder; and

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

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

                  (b) This Agreement may also be amended from time to time by
         the Seller, the Servicer and the Issuer, with the consent of the
         Indenture Trustee (if the Notes have not been paid in full) and the
         consent of:

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

                           (2) in the case of any amendment that does not
adversely affect the Indenture Trustee or the Noteholders, or if the Notes have
been paid in full, 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 all of the Certificates
of such Class are held by the Seller, the Servicer or any of their Affiliates);

for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of those Noteholders or Certificateholders; provided, however,
that no amendment shall:

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

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


                                       70        (Sale and Servicing Agreement)
<PAGE>


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

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

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

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

         SECTION 10.02 Protection of Title to Trust.

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

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

                  (c) Each of the Seller and the Servicer shall notify the Owner
         Trustee and the Indenture Trustee of any relocation of its principal
         executive office or state of incorporation within 30 days after such
         relocation, if, as a result of such relocation, the applicable
         provisions of the UCC would require the filing of any amendment of any
         previously filed financing or continuation statement or of any new
         financing statement and shall promptly file any such amendment or new
         financing statement. The Servicer

                                       71        (Sale and Servicing Agreement)
<PAGE>


         shall at all times maintain each office from which it shall service
         Receivables, and its principal executive office, within the United
         States of America.

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

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

                  (f) If at any time the Seller or the Servicer shall propose to
         sell, grant a security interest in, or otherwise transfer any interest
         in automotive receivables to, any prospective purchaser, lender or
         other transferee, the Servicer shall give to such prospective
         purchaser, lender or other transferee computer tapes, records or
         printouts that, if they shall refer in any manner whatsoever to any
         Receivable, shall indicate clearly that such Receivable has been sold
         and is owned by the Issuer and has been pledged to the Indenture
         Trustee.

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

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

                           (i) upon the execution and delivery of this Agreement
                  and of each amendment hereto, an Opinion of Counsel, based on
                  customary assumptions and qualifications, stating that, in the
                  opinion of such counsel, either (A) all financing statements
                  and continuation statements have been executed and filed that
                  are necessary to perfect the interest of the Trust and the
                  Indenture Trustee in the Receivables, and reciting the details
                  of such filings or referring to prior Opinions


                                       72        (Sale and Servicing Agreement)
<PAGE>


                  of Counsel in which such details are given, or (B) no such
                  action shall be necessary to preserve and protect such
                  interest; and

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

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

         SECTION 10.03 Notices. All demands, notices, communications and
instructions upon or to the Seller, the Servicer, the Owner Trustee, the
Indenture Trustee or the Rating Agencies under this Agreement shall be in
writing, personally delivered or mailed by certified mail, return receipt
requested, and shall be deemed to have been duly given upon receipt (a) in the
case of the Seller, to Nissan Auto Receivables Corporation II, 990 West 190th
Street, Torrance, California 90502, Attention of Secretary ([(310) 719-8013)]
[(310) 719-8583], (b) in the case of the Servicer, to Nissan Motor Acceptance
Corporation, 990 West 190th Street, Torrance, California 90502, Attention of
Secretary ((310) 719-8000), (c) in the case of the Issuer or the Owner Trustee,
to [____________], (d) in the case of the Indenture Trustee, at the Corporate
Trust Office, (e) in the case of Moody's, to Moody's Investors Service, Inc.,
ABS Monitoring Department, 99 Church Street, New York, New York 10007, and (f)
in the case of Standard & Poor's, to Standard & Poor's, 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.

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

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


                                       73        (Sale and Servicing Agreement)
<PAGE>

         SECTION 10.06 Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

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

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

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

         SECTION 10.10 Assignment by Issuer. The Seller hereby acknowledges and
consents to any mortgage, pledge, assignment and grant of a security interest by
the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of
the Noteholders of all right, title and interest of the Issuer in, to and under
the Receivables and the related property acquired hereunder and/or the
assignment of any or all of the Issuer's rights and obligations hereunder to the
Indenture Trustee.

         SECTION 10.11 Nonpetition Covenants.

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

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


                                       74        (Sale and Servicing Agreement)
<PAGE>

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

         SECTION 10.13 Waivers. No failure or delay on the part of the Issuer in
exercising any power, right or remedy under this Agreement or the Assignment
shall operate as a waiver hereof or thereof, nor shall any single or partial
exercise of any such power, right or remedy preclude any other or further
exercise hereof or thereof or the exercise of any such power, right or remedy
preclude any other or further exercise hereof or thereof or the exercise of any
other power, right or remedy. Notwithstanding anything to the contrary, the
Issuer shall not waive any breach of representations and warranties as set forth
in Sections 3.01(e), (l), (n), (o), (aa) or (ee) without the written consent of
at least a majority of the Outstanding Amount of the Controlling Class of Notes,
voting as a single class (excluding for such purposes the outstanding principal
amount of any Controlling Class of Notes held of record or beneficially owned by
NMAC, NARC II or any of their Affiliates, unless at such time all of the
Controlling Class of Notes are held of record or beneficially owned by NMAC,
NARC II or any of their Affiliates.)


                                       75        (Sale and Servicing Agreement)
<PAGE>


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

                                NISSAN AUTO RECEIVABLES [___-___]
                                OWNER TRUST


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

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

                                NISSAN AUTO RECEIVABLES CORPORATION II, Seller

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

                                NISSAN MOTOR ACCEPTANCE CORPORATION, Servicer


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


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

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

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


                                       S-1        (Sale and Servicing Agreement)

<PAGE>


                                   SCHEDULE A

                             SCHEDULE OF RECEIVABLES

             (Delivered to the Trust on CD-ROM on the Closing Date)



                                                  (Sale and Servicing Agreement)

<PAGE>



                                   SCHEDULE B

                        LOCATION OF THE RECEIVABLES FILES

1.       Nissan Motor Acceptance Corporation,
         including its Infiniti Financial Services Division
         8900 Freeport Parkway
         Irving, Texas 75063-2438

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

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

4.       Arcus
         15505 East Hinsdale Circle
         Englewood, Colorado 80112

5.       FDI Consulting
         1610 Arden Way, Suite 145
         Sacramento, California 95815

                                                  (Sale and Servicing Agreement)

<PAGE>



                                   [EXHIBIT A

                       FORM OF YIELD SUPPLEMENT AGREEMENT]



                                                  (Sale and Servicing Agreement)