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                                                                   EXHIBIT 4.1



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

                      AMENDED AND RESTATED TRUST AGREEMENT

                                     between



                     NISSAN AUTO RECEIVABLES CORPORATION II,
                                  as Depositor,



                                       and

                               [______________],

                                as Owner Trustee









                          Dated as of [______________]




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                                TABLE OF CONTENTS
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ARTICLE I             DEFINITIONS................................................................................1

         SECTION 1.01               Definitions..................................................................1

         SECTION 1.02               Usage of Terms...............................................................5

ARTICLE II            CREATION OF TRUST..........................................................................5

         SECTION 2.01               Creation of Trust............................................................5

         SECTION 2.02               Office.......................................................................5

         SECTION 2.03               Purposes and Powers..........................................................5

         SECTION 2.04               Power of Attorney............................................................6

         SECTION 2.05               Declaration of Trust.........................................................6

         SECTION 2.06               Liability of the Certificateholders..........................................7

         SECTION 2.07               Title to Trust Property......................................................7

         SECTION 2.08               Situs of Trust...............................................................7

         SECTION 2.09               Representations and Warranties of the Depositor..............................7

         SECTION 2.10               Federal Income Tax Allocations...............................................8

ARTICLE III           CERTIFICATES AND TRANSFER OF INTERESTS.....................................................9

         SECTION 3.01               The Certificates.............................................................9

         SECTION 3.02               Authentication of Certificates..............................................10

         SECTION 3.03               Registration of Transfer and Exchange of Certificates.......................10

         SECTION 3.04               Mutilated, Destroyed, Lost or Stolen Certificates...........................11

         SECTION 3.05               Persons Deemed Certificateholders...........................................12

         SECTION 3.06               Access to List of Certificateholders' Names and Addresses...................12

         SECTION 3.07               Maintenance of Office or Agency.............................................12

         SECTION 3.08               Appointment of Paying Agent.................................................12

         SECTION 3.09               Ownership by the Depositor of Certificates..................................13

         SECTION 3.10               Book-Entry Certificates.....................................................13

         SECTION 3.11               Notices to Clearing Agency..................................................14

         SECTION 3.12               Definitive Certificates.....................................................14

         SECTION 3.13               Temporary Certificates......................................................15
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                                       i    (Amended & Restated Trust Agreement)

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ARTICLE IV            ACTIONS BY OWNER TRUSTEE OR CERTIFICATEHOLDERS............................................15

         SECTION 4.01               Prior Notice to Certificateholders with Respect to Certain Matters..........15

         SECTION 4.02               Action by Certificateholders with Respect to Certain Matters................16

         SECTION 4.03               Action with Respect to Bankruptcy...........................................16

         SECTION 4.04               Restrictions on Certificateholders' Power...................................16

         SECTION 4.05               Majority of the Controlling Class of Certificates Control...................16

ARTICLE V             APPLICATION OF TRUST FUNDS; CERTAIN DUTIES................................................17

         SECTION 5.01               Establishment of Accounts...................................................17

         SECTION 5.02               Application of Amounts in Trust Accounts....................................18

         SECTION 5.03               Method of Payment...........................................................19

         SECTION 5.04               Accounting and Reports to the Noteholders, Certificateholders, the
                                    Internal Revenue Service and Others.........................................19

         SECTION 5.05               Signature on Returns; Tax Matter Partner....................................20

ARTICLE VI            AUTHORITY AND DUTIES OF OWNER TRUSTEE.....................................................20

         SECTION 6.01               General Authority...........................................................20

         SECTION 6.02               General Duties..............................................................20

         SECTION 6.03               Duties of the Owner Trustee.................................................20

         SECTION 6.04               No Duties Except as Specified in this Agreement or in Instructions..........22

         SECTION 6.05               No Action Except Under Specified Documents or Instructions..................22

         SECTION 6.06               Restrictions................................................................22

ARTICLE VII           CONCERNING THE OWNER TRUSTEE..............................................................23

         SECTION 7.01               Rights of the Owner Trustee.................................................23

         SECTION 7.02               Furnishing of Documents.....................................................24

         SECTION 7.03               Representations and Warranties..............................................24

         SECTION 7.04               Reliance; Advice of Counsel.................................................25

         SECTION 7.05               Not Acting in Individual Capacity...........................................25

         SECTION 7.06               Owner Trustee Not Liable for Certificates or Receivables....................25
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                                       ii   (Amended & Restated Trust Agreement)
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         SECTION 7.07               Owner Trustee May Own Certificates and Notes................................26

         SECTION 7.08               [Sales Finance Licenses.....................................................26

ARTICLE VIII          COMPENSATION OF OWNER TRUSTEE.............................................................26

         SECTION 8.01               Owner Trustee's Fees and Expenses...........................................26

         SECTION 8.02               Indemnification.............................................................26

         SECTION 8.03               Payments to the Owner Trustee...............................................27

ARTICLE IX            TERMINATION OF TRUST AGREEMENT............................................................27

         SECTION 9.01               Termination of Trust Agreement..............................................27

ARTICLE X             SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES....................................28

         SECTION 10.01              Eligibility Requirements for Owner Trustee..................................28

         SECTION 10.02              Resignation or Removal of Owner Trustee.....................................29

         SECTION 10.03              Successor Owner Trustee.....................................................29

         SECTION 10.04              Merger or Consolidation of Owner Trustee....................................30

         SECTION 10.05              Appointment of Co-Trustee or Separate Trustee...............................30

ARTICLE XI            MISCELLANEOUS.............................................................................31

         SECTION 11.01              Supplements and Amendments..................................................31

         SECTION 11.02              No Legal Title to Owner Trust Estate in Certificateholders..................32

         SECTION 11.03              Limitations on Rights of Others.............................................33

         SECTION 11.04              Notices.....................................................................33

         SECTION 11.05              Severability................................................................33

         SECTION 11.06              Counterparts................................................................33

         SECTION 11.07              Successors and Assigns......................................................34

         SECTION 11.08              No Petition.................................................................34

         SECTION 11.09              No Recourse.................................................................34

         SECTION 11.10              Headings....................................................................34

         SECTION 11.11              GOVERNING LAW...............................................................34

         SECTION 11.12              NMAC Payment Obligation.....................................................34



         Exhibit A                  Form of Certificates
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                                      iii   (Amended & Restated Trust Agreement)
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       <S>                       <C>                                                                        <C>
         Exhibit B                  Form of Transferee Representation Letter

         Exhibit C                  Form of Transferor Representation Letter

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

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

                                   ARTICLE I

                                   Definitions

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

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

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

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

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

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

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


                                       1    (Amended & Restated Trust Agreement)
<PAGE>



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

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

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

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

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

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

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

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

      "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.

      "Code" means the Internal Revenue Code of 1986.


                                       2    (Amended & Restated Trust Agreement)
<PAGE>



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

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

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

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

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

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

      ["Independent Director" means an individual who was not at any time during
the preceding five years (i) a director, officer, employee or affiliate of NARC
II (other than any limited purpose or special purpose corporation or limited
liability company similar to NARC II), (ii) a person related to any officer or
director of any affiliate of NARC II (other than any limited purpose or special
purpose corporation or limited liability company similar to NARC II), (iii) a
direct or indirect holder of one or more than 5% of any voting securities of any
affiliate of NARC II, (iv) a material creditor, material supplier, employee,
officer, director, family member, manager, or contractor of NARC II, or (v) a
person who controls (whether directly, indirectly, or otherwise) NARC II or its
affiliates or any material creditor, material supplier, employee, officer,
director, manager or material contractor of NARC II or its affiliates.]

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

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

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

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


                                       3    (Amended & Restated Trust Agreement)
<PAGE>



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

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

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

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

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

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

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

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

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

      "Securityholders" means the Certificateholders and the Noteholders.

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

      ["Transferor's Formation Documents" means the Amended and Restated
Certificate of Incorporation of Nissan Auto Receivables Corporation II, dated as
of January 10, 2001, and the by-laws of Nissan Auto Receivables Corporation II.]

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

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


                                       4    (Amended & Restated Trust Agreement)
<PAGE>


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




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

      SECTION 1.02 Usage of Terms. With respect to all terms in this Agreement,
the singular includes the plural and the plural the singular; words importing
any gender include the other genders; references to "writing" include printing,
typing, lithography and other means of reproducing words in a visible form;
references to agreements and other contractual instruments include all
subsequent amendments, amendments and restatements and supplements thereto or
changes therein entered into in accordance with their respective terms and not
prohibited by this Agreement; references to Persons include their permitted
successors and assigns; references to laws include their amendments and
supplements, the rules and regulations thereunder and any successors thereto;
and the term "including" means "including without limitation."

                                   ARTICLE II

                                Creation of Trust

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

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

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

      SECTION 2.03 Purposes and Powers.

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

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



                                       5    (Amended & Restated Trust Agreement)
<PAGE>


      (ii) [to enter into and perform its obligations under any interest rate
protection agreement or currency exchange rate protection agreement or
agreements between the Trust and a counterparty, including any confirmations
evidencing the transactions thereunder, which is an interest rate swap, an
interest rate cap, a currency swap, an obligation to enter into any of the
foregoing, or any combination of any of the foregoing;] [using only the funds
payable to the Certificateholders as provided in Section 5.02(d)];

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

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

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

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

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

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

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

      SECTION 2.05 Declaration of Trust. The Owner Trustee hereby declares that
it will hold the Owner Trust Estate, [and in the event the Issuer enters into a
currency Swap Agreement pursuant to Section 5.11 of the Sale and Servicing
Agreement, any such Swap Agreement and payments made by any such Swap
Counterparty], in trust upon and subject to the conditions set forth herein for
the use and benefit of the Certificateholders, subject to the obligations of the
Trust under the Basic Documents. It is the intention of the parties hereto that
the Trust constitute


                                       6    (Amended & Restated Trust Agreement)
<PAGE>



a statutory trust under the Statutory Trust Act and that this Agreement
constitute the governing instrument of such statutory trust. It is the intention
of the parties hereto that, solely for income and franchise tax purposes, the
Trust shall be treated as a division or branch of the Person holding the
beneficial ownership interests in the Trust for any period during which the
beneficial ownership interests in the Trust are held by one Person, and that it
shall be treated as a partnership for any period during which the beneficial
ownership interests in the Trust are held by more than one Person, with the
assets of the partnership being the Receivables[, the Trust's rights under the
Interest Rate Swap Agreement] and other assets held by the Trust, and the Notes
being debt of the partnership. The parties agree that for any such period,
unless otherwise required by appropriate tax authorities, the Trust will file or
cause to be filed annual or other necessary returns, reports and other forms
consistent with such characterization of the Trust for tax purposes. Effective
as of the date hereof, the Owner Trustee shall have all rights, powers and
duties set forth herein and in the Statutory Trust Act with respect to
accomplishing the purposes of the Trust. At the direction of the Depositor, the
Owner Trustee caused to be filed the Certificate of Trust pursuant to the
Statutory Trust Act, and the Owner Trustee shall file or cause to be filed such
amendments thereto as shall be necessary or appropriate to satisfy the purposes
of this Agreement and as shall be consistent with the provisions hereof.

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

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

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

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

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


                                       7    (Amended & Restated Trust Agreement)
<PAGE>



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

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

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

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

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

      (g) Independent Director. Notwithstanding anything to the contrary in the
Transferor's Formation Documents, the Transferor shall
ensure that at least one director of the Transferor shall be an Independent
Director.

      SECTION 2.10 Federal Income Tax Allocations. Net income of the Trust for
any month as determined for federal income tax purposes (and each item of
income, gain, loss and


                                       8    (Amended & Restated Trust Agreement)
<PAGE>



deduction entering into the computation thereof) during which the beneficial
ownership interests in the Trust are held by more than one Person shall be
allocated:

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

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

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

                                  ARTICLE III

                     Certificates and Transfer of Interests

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

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

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



                                       9    (Amended & Restated Trust Agreement)
<PAGE>



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

      SECTION 3.03 Registration of Transfer and Exchange of Certificates.

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

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

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

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


                                       10   (Amended & Restated Trust Agreement)
<PAGE>




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

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

           (ii) such transferee is not an employee benefit plan or arrangement
     subject to Section 406 of Employee Retirement Income Security Act of 1974,
     as amended ("ERISA"), a plan subject to Section 4975 of the Code or a
     governmental plan (as defined in Section 3(32) of ERISA) subject to any
     federal, state or local law which is, to a material extent, similar to the
     foregoing provisions of ERISA or the Code (a "Plan"), nor a person acting
     on behalf of a Plan nor using the assets of a Plan to effect such transfer;

      (2) a representation from the transferor of such Certificate substantially
in the form of Exhibit C; and

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

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

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

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

      SECTION 3.04 Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any
mutilated Certificate shall be surrendered to the Certificate Registrar, or if
the Certificate Registrar shall receive evidence to its satisfaction of the
destruction, loss or theft of any Certificate and (b) there shall be delivered
to the Certificate Registrar and the Owner Trustee such security or indemnity as
may be required by them to save each of them harmless, then in the absence of
notice that such Certificate shall have been acquired by a protected purchaser,
the Owner Trustee on behalf of the Trust shall execute and the Owner Trustee, or
the Owner Trustee's authenticating agent, shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of the same class and like tenor and
denomination. In


                                       11   (Amended & Restated Trust Agreement)
<PAGE>



connection with the issuance of any new Certificate under this Section, the
Owner Trustee or the Certificate Registrar may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection therewith. Any duplicate Certificate issued pursuant to this Section
shall constitute conclusive evidence of ownership in the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found
at any time.

      SECTION 3.05 Persons Deemed Certificateholders. Prior to due presentation
of a Certificate for registration of transfer, the Owner Trustee or the
Certificate Registrar may treat the Person in whose name any Certificate shall
be registered in the Certificate Register as the owner of such Certificate for
the purpose of receiving distributions pursuant to Section 5.02 and for all
other purposes whatsoever, and neither the Owner Trustee nor the Certificate
Registrar shall be bound by any notice to the contrary.

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

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

      SECTION 3.08 Appointment of Paying Agent. Except during any period when
the Indenture Trustee is authorized and directed to do so under the Indenture
(i.e. prior to the termination of the Indenture), the Paying Agent shall make
distributions to Certificateholders from the Collection Account pursuant to
Section 5.02 and shall report the amounts of such distributions to the Owner
Trustee. Any Paying Agent shall have the revocable power to withdraw funds from
the Collection Account for the purpose of making the distributions referred



                                       12   (Amended & Restated Trust Agreement)
<PAGE>



to above. The Owner Trustee may revoke such power and remove the Paying Agent if
the Owner Trustee determines in its sole discretion that the Paying Agent shall
have failed to perform its obligations under this Agreement in any material
respect. The Paying Agent shall initially be the Owner Trustee, and any
co-paying agent chosen by the Owner Trustee, and acceptable to the Owner
Trustee. The Paying Agent shall be permitted to resign as Paying Agent upon 30
days' written notice to the Indenture Trustee and, if the Paying Agent is not
the Owner Trustee, to the Owner Trustee. In the event that the Owner Trustee
shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor
to act as Paying Agent (which shall be a bank or trust company). The Owner
Trustee shall cause such successor Paying Agent or any additional Paying Agent
appointed by the Owner Trustee to execute and deliver to the Owner Trustee an
instrument in which such successor Paying Agent or additional Paying Agent shall
agree with the Owner Trustee that as Paying Agent, such successor Paying Agent
or additional Paying Agent will hold all sums, if any, held by it for payment to
the Certificateholders in trust for the benefit of the Certificateholders
entitled thereto until such sums shall be paid to such Certificateholders. The
Paying Agent shall return all unclaimed funds to the Owner Trustee and upon
removal of a Paying Agent such Paying Agent shall also return all funds in its
possession to the Owner Trustee. The provisions of Sections 7.01, 7.03, 7.04,
8.01 and 8.02 shall apply to the Owner Trustee also in its role as Paying Agent,
for so long as the Owner Trustee shall act as Paying Agent and, to the extent
applicable, to any other Paying Agent appointed hereunder. Any reference in this
Agreement to the Paying Agent shall include any co-paying agent unless the
context requires otherwise.

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

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

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

      (b) the Depositor, the Servicer, the Administrator, Certificate Registrar
and the Owner Trustee shall be entitled to deal with the Clearing Agency for all
purposes of this Agreement


                                       13   (Amended & Restated Trust Agreement)
<PAGE>



(including the payment of principal of and interest on the Certificates and the
giving of instructions or directions hereunder) as the authorized representative
of the Certificate Owners;

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

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

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

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

      SECTION 3.12 Definitive Certificates. If (i) the Depositor or the
Administrator advises the Owner Trustee in writing that the Clearing Agency is
no longer willing or able to properly discharge its responsibilities with
respect to the Certificates, and the Depositor, the Owner Trustee or the
Administrator is unable to locate a qualified successor (and if the
Administrator has made such determination, the Administrator has given written
notice thereof to the Owner Trustee), (ii) the Depositor, the Owner Trustee or
the Administrator at its option advises each such other party in writing that it
elects to terminate the book-entry system through the Clearing Agency or (iii)
after the occurrence of an Event of Default or a Servicer Default, Certificate
Owners representing beneficial interests aggregating a majority of the
Certificate Balance (voting as a single class) advise the Clearing Agency and
the Owner Trustee through the Clearing Agency in writing that the continuation
of a book-entry system through the Clearing Agency is no longer in the best
interest of the Certificate Owners, then the Clearing Agency shall notify all
Certificate Owners and the Owner Trustee of the occurrence of any such event and
of the availability of the Definitive Certificates to Certificate Owners
requesting the same. Upon surrender to the Owner Trustee of the typewritten
Certificate or Certificates representing the Book-Entry Certificates by the
Clearing Agency accompanied by registration instructions, the Owner Trustee
shall execute and authenticate the related temporary Certificates or Definitive


                                       14   (Amended & Restated Trust Agreement)
<PAGE>



Certificates in accordance with the instructions of the Clearing Agency. Neither
the Certificate Registrar nor the Owner Trustee shall be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Certificates, Depositor, the Servicer, the Administrator and the Owner Trustee
shall recognize the Holders of the Definitive Certificates as
Certificateholders. The Definitive Certificates shall be printed, lithographed
or engraved or may be produced in any other manner as is reasonably acceptable
to the Owner Trustee, as evidenced by its execution thereof. The Owner Trustee
and Administrator shall have no liability if they are unable to locate a
qualified successor Clearing Agency. From and after the date of issuance of
Definitive Certificates, all notices to be given to Certificateholders will be
mailed thereto at their addresses of record in the Certificate Register as of
the relevant Record Date. Such notices will be deemed to have been given as of
the date of mailing.

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

                                   ARTICLE IV

                 Actions By Owner Trustee or Certificateholders

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

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

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


                                       15   (Amended & Restated Trust Agreement)
<PAGE>




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

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

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

      (f) the appointment (i) pursuant to the Indenture of a successor Note
Registrar or Paying Agent, (ii) pursuant to this Agreement of a successor
Certificate Registrar or (iii) any consent by the Note Registrar, Paying Agent
or Indenture Trustee or Certificate Registrar to the assignment of its
respective obligations under the Indenture or this Agreement, as applicable; or

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

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

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

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

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



                                       16   (Amended & Restated Trust Agreement)
<PAGE>



evidencing not less than a majority of the Certificate Balance of such Class at
the time of the delivery of such notice.

                                   ARTICLE V

                   Application of Trust Funds; Certain Duties

      SECTION 5.01 Establishment of Accounts.

      (a) On or prior to the Distribution Date on which the Notes of all Classes
have been paid in full (or substantially all of the Trust Estate is otherwise
released from the lien of the Indenture), the Owner Trustee, for the benefit of
the Certificateholders, shall establish and maintain, or shall cause to be
established and maintained, in the name of the Trust (or in such other name as
shall be specified in the Sale and Servicing Agreement), the trust collection
account (the "Trust Collection Account"). The Trust Collection Account shall be
established and maintained as an Eligible Deposit Account, and, subject to
provisions of the Sale and Servicing Agreement, bearing a designation clearly
indicating that, subject to Section 5.01(b), the funds deposited therein are
held by the Trust for the benefit of the Certificateholders, in each case in
accordance with Section 5.01 of the Sale and Servicing Agreement.

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

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

      (c) [Concurrently with the execution and delivery of the Indenture, the
Owner Trustee shall establish and maintain the Yield Supplement Account in the
name of and under the control of the Indenture Trustee for the benefit of the
Noteholders in accordance with paragraph 2 of the


                                       17   (Amended & Restated Trust Agreement)
<PAGE>


Yield Supplement Agreement, Section 5.08 of the Sale and Servicing Agreement,
and Section 8.02(a) of the Indenture. On each Distribution Date, the Indenture
Trustee will be obligated to apply amounts on deposit in the Yield Supplement
Account in accordance with the terms of the Sale and Servicing Agreement and the
Indenture. The Indenture Trustee will be obligated to transfer back to the Owner
Trustee, for the benefit of the Certificateholders, all funds or investments
held in the Yield Supplement Account on the Distribution Date on which the Notes
of all Classes have been paid in full or the Indenture is otherwise terminated
(excluding any amounts to be retained for distribution in respect of Notes that
are not promptly delivered for payment on such Distribution Date), and to take
all necessary or appropriate actions to transfer all right, title and interest
of the Indenture Trustee in such funds[, certain receivables or other assets] or
investments and all proceeds thereof to the Owner Trustee for the benefit of the
Certificateholders, which amounts the Owner Trustee shall deposit into the Trust
Collection Account.]

      SECTION 5.02 Application of Amounts in Trust Accounts.

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

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

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


                                       18   (Amended & Restated Trust Agreement)
<PAGE>



Certificateholder in making such claim so long as such Certificateholder agrees
to reimburse the Owner Trustee for any out-of-pocket expenses incurred.

      (d) [The Trust may, from time to time, at its option, and as directed by
the Certificateholders pursuant to Section 6.03 of this Agreement and as
provided in Section 5.11 of the Sale and Servicing Agreement, 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 Trust 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. If the Certificateholders
notify the Administrator with respect to the Trust's election to enter into such
a Swap Agreement, the Administrator will prepare all necessary and appropriate
documentation and take all of the necessary and appropriate actions to cause the
Issuer to enter into such a Swap Agreement on behalf of the Trust. 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.]

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

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



                                       19   (Amended & Restated Trust Agreement)
<PAGE>


      SECTION 5.05 Signature on Returns; Tax Matter Partner.

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

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

                                   ARTICLE VI

                      Authority and Duties of Owner Trustee

      SECTION 6.01 General Authority. The Owner Trustee is authorized and
directed to execute and deliver the Basic Documents to which the Trust is to be
a party and each certificate or other document attached as an exhibit to or
contemplated by the Basic Documents to which the Trust is to be a party and any
amendment thereto, and, on behalf of the Trust, to direct the Indenture Trustee
to authenticate and deliver Class A-1 Notes in the aggregate principal amount of
$[______________], Class A-2 Notes in the aggregate principal amount of
$[______________], Class A-3 Notes in the aggregate principal amount of
$[______________], [Variable Pay Term Notes in the aggregate principal amount of
$[______________] on the Closing Date and in such other amounts as may be issued
on Targeted Scheduled Distribution Dates to pay the aggregate amount of a
subclass of the Class A Notes pursuant to the Indenture,] and Class B Notes in
the aggregate principal amount of $[______________]. In addition to the
foregoing, the Owner Trustee is authorized, but shall not be obligated, to take
all actions required of the Trust, pursuant to the Basic Documents.

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

      SECTION 6.03 Duties of the Owner Trustee.

      (a) Subject to Article IV and in accordance with the terms of the Basic
Documents, the Certificateholders may by written instruction direct the Owner
Trustee in the management of the


                                       20   (Amended & Restated Trust Agreement)
<PAGE>



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

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

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

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

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

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

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


                                       21   (Amended & Restated Trust Agreement)
<PAGE>


pursuant to subpoena or is required to be made to regulators, auditors or other
governmental authorities.

      (e) Pursuant to Section 3.02 of the Sale and Servicing Agreement, in the
event that the Owner Trustee discovers that a representation or warranty made by
the Seller pursuant to Section 3.01 or 6.01 of the Sale and Servicing Agreement
with respect to a Receivable was incorrect as of the time specified with respect
to such representation and warranty and such incorrectness materially and
adversely affects the interests of any Securityholder in such Receivable, the
Owner Trustee shall give prompt written notice to the Servicer, the Depositor
and the Indenture Trustee of such incorrectness. Pursuant to Section 4.06 of the
Sale and Servicing Agreement, if the Owner Trustee discovers that any covenant
of the Servicer set forth in the second sentence of Section 4.01 or Section
4.02, 4.04 or 4.05 of the Sale and Servicing Agreement has been breached by the
Servicer, the Owner Trustee shall give prompt written notice to the Servicer,
the Depositor and the Indenture Trustee of such breach.

      SECTION 6.04 No Duties Except as Specified in this Agreement or in
Instructions. The Owner Trustee shall not have any duty or obligation to manage,
make any payment with respect to, register, record, sell, dispose of, or
otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from
taking any action under, or in connection with, any Basic Document to which the
Owner Trustee is a party or otherwise contemplated hereby, except as expressly
provided by the terms of this Agreement, any Basic Document to which the Trust
is a party or in any document or written instruction received by the Owner
Trustee pursuant to Section 6.03. No implied duties or obligations shall be read
into this Agreement or any Basic Document against the Owner Trustee. The Owner
Trustee shall have no responsibility for filing any financing or continuation
statement in any public office at any time or otherwise to perfect or maintain
the perfection of any security interest or lien granted to it hereunder or to
prepare or file any Securities and Exchange Commission filing for the Trust or
to record this Agreement or any Basic Document. Notwithstanding anything to the
contrary herein or in any Basic Document, the Owner Trustee shall not be
required to execute, deliver or certify on behalf of the Trust or any other
Person any filings, certificates, affidavits or other instruments required under
the Sarbanes-Oxley Act of 2002, to the extent permitted by applicable law. The
Owner Trustee nevertheless agrees that it will, at its own cost and expense,
promptly take all action as may be necessary to discharge any liens on any part
of the Owner Trust Estate that result from actions by, or claims against, the
Owner Trustee that are not related to the ownership or the administration of the
Owner Trust Estate.

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

      SECTION 6.06 Restrictions. The Owner Trustee shall not take any action (a)
that is inconsistent with the purposes of the Trust set forth in Section 2.03 or
(b) that, to the actual knowledge of a Trust Officer of the Owner Trustee, (x)
would result in the Trust's becoming taxable as a corporation for federal income
tax purposes or (y) affect the treatment of the Notes


                                       22   (Amended & Restated Trust Agreement)
<PAGE>



as indebtedness for federal or state income purpose. The Certificateholders
shall not have the authority to and, by acceptance of an ownership interest in
any Certificate shall thereby be deemed to have covenanted not to, direct the
Owner Trustee to take any action that would violate the provisions of this
Section.

                                  ARTICLE VII

                          Concerning the Owner Trustee

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

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

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

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

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

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


                                       23   (Amended & Restated Trust Agreement)
<PAGE>


obligation of the Servicer to observe any applicable law prohibiting disclosure
of information regarding the Obligors; and

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

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

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

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

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

      (c) This Agreement constitutes the legal, valid and binding obligation of
the Owner Trustee, enforceable against it in accordance with its terms except as
the enforceability thereof may be limited by bankruptcy, insolvency, moratorium,
reorganization or other similar laws affecting the enforcement of creditors'
rights generally and by general principles of equity.

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


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


                                       24   (Amended & Restated Trust Agreement)
<PAGE>



      SECTION 7.04 Reliance; Advice of Counsel.

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

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

      SECTION 7.05 Not Acting in Individual Capacity. In accepting the trusts
hereby created, [_____________________] acts solely as Owner Trustee hereunder
and not in its individual capacity. Except with respect to a claim based on the
Owner Trustee's willful misconduct, bad faith or negligence, no recourse shall
be had for any claim based on any provision of this Agreement, the Notes or
Certificates, or based on rights obtained through the assignment of any of the
foregoing, against the institution serving as the Owner Trustee in its
individual capacity. The Owner Trustee shall not have any personal obligation,
liability or duty whatsoever to any Securityholder or any other Person with
respect to any such claim, and any such claim shall be asserted solely against
the Trust or any indemnitor who shall furnish indemnity as provided in this
Indenture.

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

      The Owner Trustee shall at no time have any responsibility or liability
for or with respect to the legality, validity and enforceability of the
Certificates, the Notes or any Receivable, any ownership interest in any
Financed Vehicle, or the maintenance of any such ownership interest, or for or
with respect to the efficacy of the Trust or its ability to generate the
payments to be distributed to Securityholders under this Agreement and the
Indenture, including



                                       25   (Amended & Restated Trust Agreement)
<PAGE>


without limitation the validity of the assignment of the Receivables to the
Trust or of any intervening assignment; the existence, condition, location and
ownership of any Receivable or Financed Vehicle; the existence and
enforceability of any physical damage or credit life or credit disability
insurance; the existence and contents of any retail installment sales contract
or any computer or other record thereof; the completeness of any retail
installment sales contract; the performance or enforcement of any retail
installment sales contract; the compliance by the Trust with any covenant or the
breach by the Trust of any warranty or representation made under this Agreement
or in any related document and the accuracy of any such warranty or
representation prior to the Owner Trustee's receipt of notice or other discovery
of any noncompliance therewith or any breach thereof; the acts or omissions of
the Trust or the Servicer; or any action by the Owner Trustee taken at the
instruction of the Certificateholders, provided, however, that the foregoing
shall not relieve the Owner Trustee of its obligation to perform its duties
under this Agreement.

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

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

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

                                  ARTICLE VIII

                          Compensation of Owner Trustee

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

      SECTION 8.02 Indemnification. The Depositor shall cause the Servicer or
the Administrator to indemnify the Owner Trustee against any and all loss,
liability, claim, tort,


                                       26   (Amended & Restated Trust Agreement)
<PAGE>



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

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

                                   ARTICLE IX

                         Termination of Trust Agreement

      SECTION 9.01 Termination of Trust Agreement.

      (a) This Agreement (other than Article VIII) shall terminate and the Trust
shall dissolve and be wound up in accordance with Section 3808 of the Statutory
Trust Act, upon the earliest of (i) the maturity or other liquidation of the
last Receivable (or other asset) in the Owner Trust Estate and the final
distribution of all moneys or other property or proceeds of the Owner Trust
Estate in accordance with the terms of this Agreement, the Indenture and the
Sale and Servicing Agreement (including, but not limited to, any property and
proceeds to be deposited in the Collection Account pursuant to the terms of the
Sale and Servicing Agreement or to be released by the Indenture Trustee from the
Lien of the Indenture pursuant to the terms of the Indenture), or (ii) the
election by the Servicer to purchase the corpus of the Trust pursuant to Section
9.01 of the Sale and Servicing Agreement and the payment or distribution to all
Securityholders of all amounts required to be paid to them under the Indenture
or this Agreement. The bankruptcy, liquidation, dissolution, death or incapacity
of any Certificateholder shall not (x) operate to terminate this Agreement or
the Trust, nor (y) entitle such Certificateholder's legal representatives or
heirs to claim an accounting or to take any action or proceeding in any court
for a partition or winding up of all or any part of the Trust or Owner Trust
Estate, nor (z) otherwise affect the rights, obligations and liabilities of the
parties hereto.


                                       27   (Amended & Restated Trust Agreement)
<PAGE>




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

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

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

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

                                   ARTICLE X

             Successor Owner Trustees and Additional Owner Trustees

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


                                       28   (Amended & Restated Trust Agreement)
<PAGE>


in accordance with the provisions of this Section, the Owner Trustee shall
resign immediately in the manner and with the effect specified in Section 10.02.

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

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

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

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


                                       29   (Amended & Restated Trust Agreement)
<PAGE>



things as may reasonably be required for fully and certainly vesting and
confirming in the successor Owner Trustee all such rights, powers, duties, and
obligations.

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

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

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

      SECTION 10.05 Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Owner Trust Estate or any Financed Vehicle may at the time be located,
the Administrator and the Owner Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more Persons
approved by the Owner Trustee to act as co-trustee, jointly with the Owner
Trustee, or separate trustee or separate trustees, of all or any part of the
Owner Trust Estate, and to vest in such Person, in such capacity, such title to
the Trust, or any part thereof, and, subject to the other provisions of this
Section, such powers, duties, obligations, rights and trusts as the
Administrator and the Owner Trustee may consider necessary or desirable. If the
Administrator shall not have joined in such appointment within 25 days after the
receipt by it of a request so to do, the Owner Trustee alone shall have the
power to make such appointment. No co-trustee or separate trustee under this
Agreement shall be required to meet the terms of eligibility as a trustee
pursuant to Section 10.01 and no notice of the appointment of any co-trustee or
separate trustee shall be required pursuant to Section 10.03.

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

           (i) all rights, powers, duties and obligations conferred or imposed
     upon the Owner Trustee shall be conferred upon and exercised or performed
     by the Owner Trustee and such separate trustee or co-trustee jointly (it
     being understood that such separate trustee or co-trustee is not authorized
     to act separately without the Owner Trustee joining



                                       30   (Amended & Restated Trust Agreement)
<PAGE>



     in such act), except to the extent that under any law of any jurisdiction
     in which any particular act or acts are to be performed, the Owner Trustee
     shall be incompetent or unqualified to perform such act or acts, in which
     event such rights, powers, duties, and obligations (including the holding
     of title to the Trust or any portion thereof in any such jurisdiction)
     shall be exercised and performed singly by such separate trustee or
     co-trustee, but solely at the direction of the Owner Trustee;

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

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

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

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

                                   ARTICLE XI

                                  Miscellaneous

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


                                       31   (Amended & Restated Trust Agreement)
<PAGE>


Trustee and the Indenture Trustee, adversely affect in any material respect the
interests of any Noteholder or Certificateholder.

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

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

      It shall not be necessary for the consent of Certificateholders, the
Noteholders or the Indenture Trustee pursuant to this Section to approve the
particular form of any proposed amendment or consent, but it shall be sufficient
if such consent shall approve the substance thereof. The manner of obtaining
such consents (and any other consents of Certificateholders provided for in this
Agreement or in any other Basic Document) and of evidencing the authorization of
the execution thereof by Certificateholders shall be subject to such reasonable
requirements as the Owner Trustee may prescribe.

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

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

      SECTION 11.02 No Legal Title to Owner Trust Estate in Certificateholders.
The Certificateholders shall not have legal title to any part of the Owner Trust
Estate. The


                                       32   (Amended & Restated Trust Agreement)
<PAGE>



Certificateholders shall be entitled to receive distributions with respect to
their undivided ownership interest therein only in accordance with Articles V
and IX. No transfer, by operation of law or otherwise, of any right, title or
interest of the Certificateholders to and in their ownership interest in the
Owner Trust Estate shall operate to terminate this Agreement or the trusts
hereunder or entitle any transferee to an accounting or to the transfer to it of
legal title to any part of the Owner Trust Estate.

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

      SECTION 11.04 Notices.

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

      (b) Any notice required or permitted to be given a Certificateholder shall
be given by first-class mail, postage prepaid, at the address of such Holder as
shown in the Certificate Register. Any notice so mailed within the time
prescribed in this Agreement shall be conclusively presumed to have been duly
given, whether or not the Certificateholder receives such notice.

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

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



                                       33   (Amended & Restated Trust Agreement)
<PAGE>



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

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

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

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

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

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



                                       34   (Amended & Restated Trust Agreement)
<PAGE>



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



                                                     NISSAN AUTO RECEIVABLES
                                                     CORPORATION II,
                                                     Depositor


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


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



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



                                       S-1  (Amended & Restated Trust Agreement)
<PAGE>


                                                                   ------------

                                                                     EXHIBIT A

                                                                   ------------


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

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

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

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



                                       A-1  (Amended & Restated Trust Agreement)
<PAGE>



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


NUMBER                                                            $____________
R-_____                                                   [CUSIP NO. _________]


           NISSAN AUTO RECEIVABLES ____-_ OWNER TRUST

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

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

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

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

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

                                      A-2   (Amended & Restated Trust Agreement)

<PAGE>



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

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

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

      [The holder of this Certificate acknowledges and agrees that certain
distributions made pursuant to Section 5.06 of the Sale and Servicing Agreement
to the Certificateholders may be made in Japanese yen in the event the Issuer
enters into a currency Swap Agreement as contemplated by Section 5.11 of the
Sale and Servicing Agreement. If any such election is made, an amendment to the
Sale and Servicing Agreement must be executed pursuant to Section 10.01 of the
Sale and Servicing Agreement subject to the approvals of such parties as set
forth in Section 5.11 of the Sale and Servicing Agreement, and a supplemental
Indenture must be executed pursuant to and subject to the approvals of such
parties as set forth in Section 9.01 of the Indenture. In connection with the
execution of any such Swap Agreement, the Certificateholders must provide
alternative appropriate payment instructions to the Owner Trustee and the
Indenture Trustee for the receipt of any payment in Japanese yen.]

      It is the intent of the Depositor, NMAC and the Certificateholders that,
for purposes of federal income tax, state and local income tax, any state single
business tax and any other income taxes, the Trust will be treated as a division
or branch of the Person holding the beneficial ownership interests in the Trust
for any period during which the beneficial ownership interests in the Trust are
held by one person, and will be treated as a partnership, and the
Certificateholders

                                      A-3   (Amended & Restated Trust Agreement)

<PAGE>


will be treated as partners in that partnership, for any period during which the
beneficial ownership interests in the Trust are held by more than one person.
For any such period during which the beneficial ownership interests in the Trust
are held by more than one person, each Certificateholder, by acceptance of a
Certificate or any beneficial interest on a Certificate, agrees to treat, and to
take no action inconsistent with the treatment of, the Certificates as
partnership interests in the Trust for such tax purposes.

      Each Certificateholder or Certificate Owner, by its acceptance of a
Certificate or any beneficial interest in a Certificate, covenants and agrees
that such Certificateholder or Certificate Owner, as the case may be, will not
at any time institute against the Depositor or the Trust, or join in any
institution against the Depositor or the Trust of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States, federal or state bankruptcy or similar law
in connection with any obligations relating to the Certificates, the Notes, the
Trust Agreement or any of the Basic Documents.

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

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

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

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

                                      A-4   (Amended & Restated Trust Agreement)

<PAGE>




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

                                NISSAN AUTO RECEIVABLES ____-_ OWNER
                                TRUST


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


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

                                      A-5   (Amended & Restated Trust Agreement)

<PAGE>


                  OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

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



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

                                      A-6   (Amended & Restated Trust Agreement)

<PAGE>


                            (REVERSE OF CERTIFICATE)

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

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

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

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

                                      A-7   (Amended & Restated Trust Agreement)

<PAGE>


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

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


                                      A-8   (Amended & Restated Trust Agreement)


<PAGE>


                                   ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE


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



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


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

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

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


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

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


                                      A-9   (Amended & Restated Trust Agreement)


<PAGE>

                                                                      EXHIBIT B



                    FORM OF TRANSFEREE REPRESENTATION LETTER

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

[NAME OF CERTIFICATE REGISTRAR]
[ADDRESS]


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

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

Ladies and Gentlemen:

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

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

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

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



                        [Signature appears on next page]

                                      B-1   (Amended & Restated Trust Agreement)

<PAGE>



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



                                               Very truly yours,


                                               -------------------------------,
                                               The Purchaser

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


                                      B-2   (Amended & Restated Trust Agreement)


<PAGE>
                                                                      EXHIBIT C



                    FORM OF TRANSFEROR REPRESENTATION LETTER

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

[NAME OF CERTIFICATE REGISTRAR]
[ADDRESS]


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

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

Ladies and Gentlemen:

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

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

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

                                      C-1   (Amended & Restated Trust Agreement)


<PAGE>



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

                                                 Very truly yours,



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


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

                                                 Title:
                                                       ------------------------

                                      C-2   (Amended & Restated Trust Agreement)